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HOSTELWORLD PLC
ANNUAL REPORT AND
FINANCIAL STATEMENTS 2023
Green Haven Hostel Bar, Ubatuba, Brazil
1
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Contents
Overview
3
About Hostelworld Group
4
Highlights
6
Our Journey
9
Social Features
Strategic Report
14
Chairman’s Statement
17
Chief Executive’s Review
22
At a Glance
25
Financial Review
31
Principal Risks and Uncertainties
42
Viability Statement
46
Sustainability at Hostelworld
68
Our People and Culture
75
Section 172 – Statement of Compliance
Governance
86
Directors’ Biographies
89
Corporate Governance Report
102
Nomination Committee Report
110
Audit Committee Report
118
Remuneration Committee Report
145
Directors’ Report
153
Independent Auditor’s Report
to the Members of Hostelworld Group PLC
Financial Statements
164
Consolidated Income Statement
164
Consolidated Statement of
Comprehensive Income
165
Consolidated Statement of Financial Position
166
Consolidated Statement of Changes In Equity
167
Consolidated Statement of Cash Flows
168
Notes to the Consolidated Financial Statements
206
Company Statement of Financial Position
207
Company Statement of Changes in Equity
208
Notes to the Company Financial Statements
Additional Information
214
Appendix 1: Alternative Performance Measures
220
Appendix 2: Shareholder Information
222
Appendix 3: Definition of Terms
Find us online
This copy of the statutory annual report of Hostelworld Group plc for the
year ended 31 December 2023 is not presented in the European Single
Electronic Format (ESEF) format as specified in the Regulatory Technical
Standards on ESEF (Delegated Regulation (EU) 2019/815).
The ESEF annual report is available at:
www.hostelworldgroup.com/investors/reports-and-presentations/2024
Website:
www.hostelworld.com
Linkedin:
www.linkedin.com/company/hostelworld-com
Cover Image: Adobe Stock
Our Mission
Help travellers find
people to hang out with
Santuario Beach Hostel, Cartagena, Colombia
3
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
About Hostelworld Group
Hostelworld Group PLC is a ground-breaking social network powered
Online Travel Agent (“OTA”) focused on the hostelling category, with
a clear mission to help travellers find people to hang out with.
Our mission statement is founded on the insight that most travellers
go hostelling to meet other people, which we facilitate through a
series of social features on our platform that connect our travellers
in hostels and cities based on their booking data. The strategy has
been extraordinarily successful, generating significant word of mouth
recommendations from our customers and strong endorsements
from our hostel partners.
Founded in 1999 and headquartered in Ireland, Hostelworld is
a well-known trusted brand with almost 230 employees, hostel
partners in over 180 countries, and a long-standing commitment
to building a better world. To that end, our focus over the last few
years has been on improving the sustainability of the hostelling
industry. In particular, over the last two years we have commissioned
independent research to validate the category’s sustainability
credentials, and recently introduced a hostel specific sustainability
framework which encourages our hostel partners to move to even
more sustainable operations and also provides the data points for
our customers to make more informed decisions about where they
stay. In addition, our customers are now able to offset their trip’s
carbon emissions should they wish to do so, and we have maintained
our ‘Funding Climate Action’ label awarded by South Pole.
4
Highlights |
Hostelworld Annual Report 2023
Highlights
Net Gross Merchandise
Value (“GMV”)
(1)
€618.7m
2022: €470.1m
Unique
Customers
2.3m
2022: 1.8m
Total Travellers
(“PAX”)
11.1m
2022: 7.7m
Generated Revenue
(1)
€93.7m
2022: €71.2m
Net Revenue
€93.3m
2022: €69.7m
Net Bookings
6.5m
2022: 4.8m
Net Average Booking
Value (“ABV”)
(1)
€14.36
2022: €14.90
Marketing as a % of
Generated Revenue
(1)
50%
2022: 58%
Net
Bednights
22.7m
2022: 17.4m
Countries with Properties
182
2022: 182
Employees at 31 December
223
2022: 241
Adjusted EBITDA
(1)
€18.4m
2022: €1.3m
Operating Profit/(Loss)
€5.0m
2022: €(13.6)m
Adjusted EPS
(1)
9.91 cent
2022: (5.97) cent
Basic EPS
4.21 cent
2022: (14.71) cent
Net Debt
€12.3m
2022: €21.6m
(1)
The Group uses Alternative Performance Measures (APMs) which are non-IFRS measures to monitor the performance of its operations and of the Group
as a whole. These APMs along with their definitions and reconciliations to IFRS measures are provided in the APMs section on pages 214 to 219.
5
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Pfefferbett, Berlin, Germany
6
Our Journey |
Hostelworld Annual Report 2023
Released new suite of
Hostelworld booking apps
for iOS and Android
Opened office
in
Shanghai
Launched the
Hostelworld
website
Group acquired by
Hellman & Friedman
LLC
, a US private
equity firm
Listed on the
London and Dublin
Stock Exchanges
Rebranding of
Hostelworld with
‘Meet The World®’
1999
2009
2014
2006
2015
Our Journey
7
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Opened technology
development centre
in
Porto, Portugal
First OTA to become
a signatory of the
Global Tourism
Plastics Initiative
Launched PWA
– a website that feels
just like our app
Business heavily
impacted by
COVID-19
Launched
social features
on iOS and Android
Voted ‘
Best Tech business
of the year 2022
’ at the
PLC awards
Commenced ‘
Staircase
to Sustainability
’ initiative
in partnership with hostel
industry and GSTC
(Launched 2024!)
Evolution of social
features as Linkups
rolled out globally
Accredited with
Investors in Diversity
Silver Accreditation
(building on 2022 Bronze)
Published the 2nd edition
report
validating hostels
as more sustainable than
hotels
, in partnership with
Bureau Veritas
Record revenue and GMV
,
as Group returned to normal
trading post COVID-19
Migrated to the
Cloud
Launched
Roamies
– a partnership with
G Adventures
Investment in
Goki
Pty Limited
, a provider
of App based access
solutions to the hostel
industry
Invested in
Counter App
Limited,
a provider of
PMS solutions to the
hostel industry
Celebrated
20 years
of Hostelworld
2017
2020
2022
2021
2019
2023
8
Social Features |
Hostelworld Annual Report 2023
Cape Byron YHA, Byron, Australia
9
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Social Features
In 2022, the Group launched the Solo System with four features enabling users to interact
with each other:
Inspired by our customers, its aim is to power meaningful social interactions across every step
of the booking and travel journey.
We continue to enrich and build upon our social features with the belief that they foster
a sense of community and belonging among travellers, enhancing the hostelling experience
for our users.
Public
profile
See who’s
going
Linkups
Chat
Raquel
23 years old, Australia
About me:
I’m travelling solo through
Latin America for 6 months!
Languages:
Portuguese, English, French
10
Social Features |
Hostelworld Annual Report 2023
Travellers can now learn more about their
fellow travellers by visiting profiles which
are enriched with information shared by
travellers – travel preferences and interests,
past travels, and places they know well.
Available to view after making a booking,
travellers can visit the profile of those staying
in their hostel as well as other travellers
staying in that location. Direct messaging is
possible allowing early connections, even
before arrival.
Profiles provide travellers an opportunity to
learn about who they may meet, with future
potential for personalised recommendations
on individuals based on common interests.
Building connections among travellers, and a
system that enables these connections through
the recommendation of likeminded fellow
travellers to meet, events to attend, and places
to explore will make it easier for travellers
to find their crew anywhere in the world.
Rich Profiles
Barcelona
11
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Linkups are designed to enable travellers
to hangout and explore together. This is
enabled through hostel hosted Linkups –
events created for travellers by hostels.
Currently free to host, with no commission
charged to event organisers, these may
provide monetisation opportunities as we
strengthen our social offering. There is also
opportunity to increase the range of usage
of Linkups through providing the offering with
no requirement for a Hostelworld booking.
Linkups
U Hostels, Madrid, Spain
Strategic
Report
14
Chairman’s Statement
17
Chief Executive’s Review
22
At a Glance
25
Financial Review
31
Principal Risks and Uncertainties
42
Viability Statement
46
Sustainability at Hostelworld
68
Our People and Culture
75
Section 172 – Statement of Compliance
14
Strategic Report
|
Hostelworld Annual Report 2023
Chairman’s Statement:
Michael Cawley
Our People
Hostelworld is powered by its people, and we are
fortunate to be able to attract and retain talented and
committed staff from a diversity of backgrounds in all
areas of the business. Each contributes to a vibrant
culture in Hostelworld which promotes equality and
dignity at work and ensures everyone feels they belong.
The Group’s strong performance and strategic
development during 2023 was achieved thanks to
their focus, dedication and innovation, and I would
like to express the Board’s gratitude for their efforts.
Sustainability
Ensuring a sustainable future is of paramount importance
to all our stakeholders and is reflected in our company
values. Our sustainability report prepared in line with the
requirements of Taskforce for Climate-related Financial
Disclosures (“TCFD”) is set out on pages 48 to 65.
The Group welcomes the second publication of a
research report by leading sustainability and compliance
specialist, Bureau Veritas, which confirms that hostels
emit significantly less scope 1 and scope 2 emissions
(tCO
2
e) compared to a typical hotel chain, on a per
bed-night basis. Further, the report also confirms that
the average emissions of hostels have reduced year-
on-year, whilst by contrast, hotel emissions have
increased. Further detail of this research is included
on page 46.
Hostelling clearly offers consumers a unique opportunity
to travel responsibly and this affords Hostelworld, as
the only OTA exclusively promoting hostels, a distinct
competitive advantage. Given its leadership position in
the industry, Hostelworld has a responsibility to promote
the inherent sustainable features of the category and
we are committed to fully supporting our hostel partners
journey in recognising and embracing the importance
of sustainability. To achieve this, we have partnered
with the Global Sustainable Travel Council (“GSTC”) to
develop a sustainability measurement and management
system unique to the hostelling category, which went
live in January 2024. This ‘
Staircase to Sustainability
framework is the first of its kind and is aligned to the
GSTC’s sustainability criteria. The framework will allow
hostels to showcase their sustainability credentials
and will be of invaluable assistance to our customers
who are looking to minimise their carbon footprint.
Introduction
2023 was a year of improved financial performance and
strategic development for Hostelworld. Our differentiated
strategy enabled us to achieve record revenues, grow
market share, and deliver adjusted EBITDA earnings
ahead of market guidance. Our mission, to ‘help travellers
find people to hang out with’
, has resonated strongly with
our customers, 61% of whom are young solo travellers
(2022 59%), with our innovative ‘social’ strategy enabling
them to make connections and build a community.
Demand was strong across all key markets and
resulted in a year of record revenue growth. Following
a prolonged period of travel restrictions, 2023 was a
milestone year, particularly for Asia, with bookings into
this region the largest in the history of the business.
European demand was also particularly strong, with
bookings up +14%, revenue up +21% and bed prices
remaining high throughout the year.
We continued to evolve and enhance our social network
product offering during the year. Initially launched in
2022, enhancements during 2023 focussed on the
customer experience, with improvements to the
sign-up process, richer user profiles, and messaging
functionality. As a result, we saw increased engagement
through the app, with 68% of 2023 bookings made by
social network members (2022: 34%). Hostel hosted
social events (‘Linkups’) were launched in Q2 2023,
providing customers with a range of opportunities to
connect with other like-minded travellers and share
travel experiences.
We also continued to be disciplined and focussed on
costs. I am particularly pleased to report that operating
costs (which exclude paid marketing, exceptional items
and share option charges) remain below 2019 levels
(-10%) and have declined as a % of revenue from 35%
in 2019 to 27% in 2023.
15
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Working with our emission reduction advisors South
Pole, the Group have been accredited with the ‘Funding
Climate Action
(1)
’ label for a third consecutive year. The
label recognises the Group’s commitment to reducing
and controlling its own emissions. Hostelworld had
minimal scope 1 and 2 emissions of 7 tCO
2
e (well below
the annual target set by the Group of 30 tCO
2
e) but is
responsible for increasing scope 3 emissions due to
an increase in purchased consumables relating to paid
marketing costs and business travel linked to the growth
in the Group’s booking volume. Further details of the
Group’s emissions during 2023 are set out on pages 59
to 62.
Capital Structure and Dividend
Our principal objective is to deliver growth in long-term
sustainable value for our shareholders. In May 2023
the Group re-financed a 5-year term loan facility drawn
down with HPS Investment Partners LLC (or subsidiaries
or affiliates thereof) in February 2021 and replaced it
with a new 3-year facility with Allied Irish Banks, plc.
This facility is comprised of a €10m term loan, a €7.5m
revolving credit facility and an undrawn €2.5m overdraft.
The term loan and RCF each had an initial interest rate
payable of 3.75% over EURIBOR, which subsequently
reduced to 2.65% over EURIBOR as the ratio of net debt
to adjusted EBITDA reduced to less than 1 times. Since
drawdown in May we have repaid the RCF in full, €5.5m
during 2023 and a further €2m in February 2024, and
we have repaid €2.5m of the term loan, €1.7m in 2023
and €0.8m in 2024.
At 31 December 2023, the Group had warehoused
payroll taxes owing to the Irish Revenue Commissioners
of €9.6m, inclusive of interest accruing at 3% per annum.
On 05 February 2024, the Irish Revenue Commissioners
announced that the applicable interest rate would
reduce to 0%. The Group continues to work closely with
the Irish Revenue Commissioners to agree a schedule
of repayments. At year-end, the Group agreed to make
a repayment of 15% of the balance owed in May 2024,
with monthly repayments of the remaining amounts
due being made for the subsequent three-year period.
The Board continues to believe that the payment of
dividends would not be in the best interests of the
business for the foreseeable future.
(1)
Formerly Climate Neutral
Governance
I am pleased to report that the Board continues to
effectively lead the business in delivering our strategy,
overseeing the culture of Hostelworld and ensuring
meaningful progress continues to be made in the
important area of diversity, equity and inclusion. Details
of the Board’s work in this area are set out in the
Corporate Governance Statement on pages 89 to 144.
Critical features of my role as Chair are ensuring that
the Board sets a clear tone from the top and that our
governance procedures are robust. In this regard, I am
grateful to be ably supported by Board colleagues with
a wealth of skills and expertise who share a common
aim for the highest standards in corporate governance.
Outlook
Hostelworld is very well positioned with a product
offering that resonates with our customers and a
business model underpinned by cost discipline and
operational excellence. We look forward to a year of
further progress in 2024 and remain very confident
in the Group’s long-term ability to drive improved
profitability and create shareholder value.
Michael Cawley
Michael Cawley
Chairman
20 March 2024
16
Strategic Report
|
Hostelworld Annual Report 2023
@miss____backpack
17
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Chief Executive’s Review:
Gary Morrison
Over 2023 we grew market share, delivered record
revenues, and increased operating leverage through
a combination of reduced marketing spend (as a
percentage of revenue
(1)
) and continued operating
cost discipline to deliver €18.4m EBITDA, which
exceeded our guidance range of €17.5m - €18.0m.
In particular, I am pleased to report our full year
marketing costs as a percentage of revenue
(1)
fell from
51% in the first half of the year to 50% on a full year
basis, which demonstrates the ability of our unique app
centric social strategy to grow market share whilst
reducing marketing costs.
In parallel we continued to invest in our marketing
technology platform, which enables us to allocate our
marketing spend to maximise new customer acquisition,
underpinned by our ability to predict the lifetime value
of these new customers versus their acquisition cost
in a granular fashion. We also made solid progress on
modernising our platform enabling us to support faster
execution of our growth strategy.
Overall, these results coupled with the strong cash
conversion characteristics of our business model and
a new facility
(2)
agreed with Allied Irish Banks, plc in
May 2023, enabled us to strengthen our balance sheet
and reduce our interest costs. As of 31 December 2023,
we have repaid €5.5m of the original €7.5m revolving
credit facility drawn down in May 2023, with interest
on the balance now charged at 2.65% over EURIBOR.
(1)
Revenue is gross revenue less cancellations and excludes impact of deferred revenue.
(2)
Comprised of a €10m term loan facility, €7.5m RCF facility and an undrawn €2.5m overdraft.
Finally, the Group continues to progress its ESG agenda
by managing its low carbon emissions and being
awarded with a ‘Funding Climate Action’ label by South
Pole, and by collaborating with our hostel partners to
promote the inherent sustainability advantages of
hostel accommodation.
Executing our Growth Strategy
During 2023, we continued to execute our highly
differentiated social network growth strategy, consistent
with our Company Mission to ‘help travellers find people
to hang out with’
.
At its core, our social network leverages our customers’
booking data to create chat rooms/channels, accessible
via our iOS and Android apps, that comprise customers
who have overlapping stay dates in hostels and host
cities. Hostel-based chat rooms comprise customers
who will be staying in the same hostel on the same
dates. City-based chat rooms comprise customers
who will be staying in any hostel in the same city on
the same dates, and are further divided into themes,
such as drinks and dancing, walking tours, food etc.
This in turn enables our customers to also find other
hostellers to hang out with who are visiting the same
city on the same dates (and who have similar interests).
Collectively, these chat rooms/channels open up to
customers who have opted into the social platform 14
days before check in, and close 3 days after check out.
I am very pleased to report another strong year of
strategic progress for Hostelworld, which is reflected
in our results. Going into 2024, we are strongly
positioned to deliver against our medium-term
financial commitments. We have started the new
year with strong momentum and I feel very
confident that we will continue our track record
of continued profitable growth and value
creation for our shareholders.
18
Strategic Report
|
Hostelworld Annual Report 2023
Chief Executive’s Review
continued
Since launching this social network in Q2 2022 we have
seen the number of customers signing up to use the
social network (Social Members) steadily increase and
surpass the 1 million mark in late 2023. Moreover, we
have seen that these Social Members are very valuable.
On average Social Members make circa twice the
number of bookings and are three times more likely
to use the app over the first 91 days since acquisition
compared to non-members. Collectively, this growth
strategy has not only driven market share gains, but
also powered strong growth in app bookings relative
to other channels, which in turn has served to reduce
our marketing expenses as a percentage of revenue
over time. These trends have further accelerated in
2023 as we continued to broaden and strengthen
the appeal of our social network to our customers
through improvements to our social network’s sign-up
process, richer traveller profiles, and enhanced chat
room features.
In particular, during the year we improved our social
network sign-up process on our website to make it
easier for customers who used our platform before
the launch of our social network to join the network on
their next booking. This served to increase the number
of customers signing up to the network, which in turn
increased the proportion of bookings made by Social
Members to 74% by Q4 2023, up from 54% in Q4 2022.
Throughout the year we invested in improving our
traveller profiles so that Social Members can share more
about their interests, spoken languages, places they
know well, and other related information. This helps
Social Members learn more about others that they
interact with in the chat rooms/channels. Similarly,
we also invested in our chat room functionality to
make it easier for users to track conversations via
threads, share their reactions to posts using emojis,
and specifically mention other users using the familiar
“@” notation. Collectively these improvements served
to increase engagement on the platform, with the
number of messages sent by social members during
2023 (as a proxy), increasing by 6.9x year-on-year,
versus the growth in the underlying bookings made
by Social Members of 2.8x year-on-year.
(3)
Revenue is gross revenue less cancellations and excludes impact of deferred revenue.
Finally, we launched a new platform (‘Linkups’) mid-year
to enable our hostel partners to publish their catalogue
of events to all our customers staying in the city. These
events range from walking tours led by hostel staff
members to open air cinema nights, pub tours, and
excursions to local attractions in the neighbourhood.
This is of particular importance to our hostel partners
as it enables them to market their events to a wider
audience than they could achieve alone, and to our
customers as it expands the range of activities while
hostelling where they can meet other hostellers to hang
out with. While it is still early in respect of publishing
participation figures to date, especially as we continue
to iterate on the platform, and how we present the
content to users in the app, we have been delighted
to see strong growth in the inventory loaded on to the
platform by our hostel partners. In particular, we can
report that more than 63% of Social Members who made
a booking in Q4 2023 were able to see at least 3 hostel
events in their destination city that they could attend.
Overall, the continued investments in our social strategy
during 2023 continues to pay dividends in the form of
continued market share growth, where our bednights
grew 30% year-on-year versus an estimated category
growth rate of 8%, and a reduction of marketing
expenses as a percentage of revenue
(3)
which fell from
51% in H1 2023 to 50% on a full year basis.
This said, we are even more proud to see the tangible
difference our social network is making to our customers
lives, when we help them find people to hang out with,
and they post about these experiences on social
networks such as Instagram, TikTok, X and so forth.
Over the course of 2023 we’ve seen thousands of
these stories, videos, and posts, ranging from a single
traveller organising a karaoke bar event in Tokyo with
20 others she’d never met, to another finding a group of
solo travellers who went skydiving together in Hawaii,
and a love story too, with a British couple meeting up
in Vietnam using our platform… who’ve since moved
in together in London. Indeed, we are very privileged
to be enabling these amazing experiences every day,
and this enviable word of mouth effect compounds all
the other work that we do. We look forward to
reporting more stories throughout 2024!
19
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Expanding our Inventory Coverage
Over the last 25 years, Hostelworld has taken great
pride in providing not only our customers with a wide
selection of competitive hostels, but also providing our
hostel partners with the most profitable customers,
at market-leading competitive commission rates, and
superior customer service.
During 2023, we continued to progress our long-term
objectives of (i) strengthening the relationships with
our existing hostel partners and (ii) making it easier for
new hostel partners to join our platform.
With COVID-19 travel restrictions firmly in the rear
-view
mirror, our global markets team once again went out in
the market to meet with our partners through dedicated
Hostelworld conferences, market visits, attendance
at third-party events, and leveraging our privileged
partnerships with local hostel associations. These
face-to-face meetings help us meet new hostel
partners, cement our commercial relationships with
existing partners, and help us provide guidance and
information to all in getting the most out of our platform.
Investing in our Platform
Over the course of the year we continued to migrate key
services on our platform to our cloud native architecture.
The key services migrated this year include our
payments service, all the sub-systems that support
our social platform, and our customer-facing website.
We also began migrating our core inventory and pricing
services to the new cloud native architecture and expect
to complete this work in 2024.
The cloud native approach delivers many advantages,
such as application level “on demand” scaling, a more
flexible microservices-based architecture, and more
opportunities to use off-the-shelf features from our
cloud services provider, such as artificial intelligence and
machine learning optimisation engines. Collectively,
these technology benefits will flow through into reduced
hosting costs and enable faster execution of our
growth strategy.
We also continue to make improvements in our
underlying platform infrastructure now we can take
advantage of cloud-based hosting. This has reduced
the number of single points of failure, made problem
identification/resolution easier, and has improved the
scalability and latency of our services. The process for
updating our systems is more automated, simpler, less
disruptive, and less likely to result in an outage. We have
already seen a significant improvement in uptime and
manageability as a result of this and will continue to
invest in this area.
Progressing our ESG Agenda
In parallel with helping millions of travellers in our
category Meet The World
®
, we are also committed
to building a better world in everything we do, while
making sustainability a competitive advantage for
Hostelworld over time.
As noted in my last letter to shareholders in 2023, we
continue to see growth in the importance of sustainability
for all stakeholders in the travel ecosystem. Within the
hostelling category, similar to last year, over half of our
customers indicated that sustainability plays a role in
both where and how they travel. In 2023 however,
we now see that 82% of our customers are actively
choosing hostels based on their belief that hostels are
the most sustainable accommodation type.
Throughout the year we have also seen growing demand
from our hostel partners for a sustainable management
system that aligns to travel industry standards.
More broadly, we continue to see increasing demands
for companies not only to do more to address the
risks of climate change, but also provide more granular
disclosures around their efforts for the same. In
particular, we are seeing the standards maintained
and published by the United Nations World Tourism
Organisation (“UNWTO”) and Global Sustainable
Tourism Council (“GSTC”) continuing to evolve, and
increased disclosure requirements driven in large
part by the Task Force on Climate-Related Financial
Disclosures (“TCFD”).
Taken collectively, it’s clear the importance of
sustainability in travel is increasing, and we expect that
trend to continue over the coming years. Consequently,
last year we developed and executed our sustainability
strategy as a series of three linked initiatives, and I am
confident that the progress we’ve made (and will
continue to make) will position us strongly as the
sustainability champion of the hostelling category
over the years to come.
20
Strategic Report
|
Hostelworld Annual Report 2023
Chief Executive’s Review
continued
Our first initiative relates to maintaining a data-driven
fact base to allow us and our hostel partners to promote
hostels as the most sustainable accommodation
option available. Once again, we collaborated with
Bureau Veritas to refresh the calculation of scope 1 and
2 emissions of a representative group of hostels and
compared these with the publicly available emissions
data from a representative group of hotel chains.
The second edition of this report (which was published
in February 2024) once again indicated that the
hostelling category emits significantly less Scope 1
and Scope 2 emissions (tCO
2
e) on a per bednight basis
compared to a one-night stay in a typical hotel chain.
In particular, the report indicates that the sustainability
gap between hostels and hotels has widened still
further year-over-year, with hostels reporting a year-
on-year reduction in average emissions whilst the
year-on-year emissions from the hotels analysed shows
an increase. This report is invaluable for both ourselves
and our hostel partners in confirming to our collective
target audiences that choosing to stay in hostels is
the most sustainable option.
The second initiative builds on the first by providing
a common framework for hostel partners to not only
showcase their sustainability credentials on our
platform, but to also encourage progression towards
even more sustainable operations. Whilst over half
of our larger hostels/hostel chains are already using
a sustainable management system, those that are
indicate a lack of standards in the hostelling category
overall (making comparisons by travellers difficult) and
those that are not indicate existing systems are both
time consuming and costly. Throughout 2023 we
worked closely with our hostel partners, the GSTC,
Bureau Veritas and other relevant bodies to build a
set of hostel-appropriate standards and a reporting
platform for all hostels listed on our platform. This
strategy, branded “
Staircase to Sustainability
”, launched
in January 2024 and delivers on three key objectives.
Firstly, it provides a uniform set of tiered standards,
aligned to GSTC criteria, for hostels to present their
sustainability credentials. Secondly, it provides a means
for hostels to display adherence to these tiered
standards on our site/apps to our travellers (based
on inputs provided by hostel partners) such that our
customers can make informed choices about where
to stay. Thirdly, it provides the impetus for hostels to
improve their sustainability operations over time, and
progress through the tiers. We are incredibly excited
about this platform and how it will drive sustainability
in our category in 2024 and beyond.
Our final initiative relates to reducing our own
emissions, and I am pleased to report during 2023
we were awarded the ‘Funding Climate Action’ label,
in partnership with South Pole. Furthermore, I am
pleased to report that in 2023 our scope 1 and 2
emissions totalled 7 tCO
2
e, which is substantially below
the threshold of 30 tCO
2
e/annum target set for 2023.
As our business grows we expect our scope 3
emissions will also grow primarily through increased
paid marketing costs, and employee travel as we come
together as a company (offsites) and travel to meet
our hostel partners. In 2024 we plan to review these
scope 3 emissions and set a reduction target which
goes beyond the thresholds stipulated by the SBTi,
further details of which can be found on pages 59
to 64.
Investing in our Employees, Hostel Partners
and Communities
Our employee mission is to foster a culture where
everyone experiences personal growth and helps
others achieve it too. Similar to companies across the
world, we continue to adjust to the changes in where
work is performed. We believe nurturing our desired
culture is key to supporting our approach to agile
working. Consequently, we revised our desired
employee behaviours this year to highlight the
importance of Growing Others – building on our belief
that investing in growing others benefits everyone.
I am pleased with our investments in learning and
development resources to support the team in bringing
this to life.
We’re proud of our work building a highly inclusive
workplace culture that celebrates differences by
giving a voice to everyone. Building on initiatives
over the past few years, this year we introduced new
policies to support Fertility Leave, Surrogacy Leave,
and Menopause at Work. We saw our efforts across
many parts of this agenda recognised when awarded
the Silver Accreditation by Investors in Diversity. This
accolade recognises our commitment to diversity and
inclusion practices. The accreditation is based on
feedback from our team members and their firsthand
experiences of the culture within Hostelworld.
21
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Turning to our hostel partners, our regional hostel
conferences provide an unrivalled opportunity for
in-person engagement and knowledge sharing. They
allow us to promote our strategy, share industry trends,
and solicit feedback. In 2023 we held two such events.
The first, our Latin American conference, took place
in Bogota in September 2023, our first event in the
region since 2019. We also took advantage of being in
Colombia to arrange a number of smaller events and
market visits in Colombia and neighbouring markets. A
month later we held our European event in Copenhagen.
Both conferences also attracted prominent speakers
from relevant tourism bodies in the regions. This not
only allowed us to celebrate the importance of the
hostel sector to tourism in the region, it allowed us to
pave the way for similar future events in other regions.
In addition to these flagship events, we carried out
numerous market visits and city events in key markets
across Europe and the Asia-Pacific region. In parallel,
we continued to run webinars covering market
updates, revenue management, product updates,
and showcasing our ESG developments. We continue
to run our HOSCAR awards, this year celebrating five
categories including The People Person, The
Community Champion, and The Eco Warrior.
Finally, we’re pleased to see people across the business
using volunteering days introduced last year. This
leave helps our people to have an impact in their local
communities, whether through activities organised
by teams or individually. Together with our charity
partnerships, through both events and financial support,
the variety of activities shows our people are passionate
about making a difference and building a better world.
Summary
Over the course of 2023, we have demonstrated the
capacity of our social network growth strategy to
drive profitable growth in market share, and we have
continued to maintain a tight rein over costs. Taken
together, this enabled the Hostelworld team to deliver
€18.4m in EBITDA which comfortably exceeded our
last published guidance of €17.5m - €18.0m. I’d
therefore like to take this opportunity to thank each
and every one of our employees for their commitment
and hard work in delivering these exceptional results.
As I mentioned in our year-end town hall, I have the
privilege of leading a team of extraordinary people
who do extraordinary things.
With our record performance in 2023 and substantial
progress in strengthening our balance sheet, I believe
we are strongly positioned to deliver against our
medium-term financial commitments published at
our Capital Markets Day in November 2022. We have
started 2024 with strong momentum, and I feel confident
that we’ll continue our track record of profitable growth
and value creation for our shareholders.
GaryMoison
Gary Morrison
Chief Executive Officer
20 March 2024
22
Strategic Report
|
Hostelworld Annual Report 2023
Our Revenue
Model
We operate a two-sided marketplace focused on the
hostelling category.
Hostel partners load their bed inventory on to our platform,
which we market to customers via our website and mobile
Android and iOS apps.
We collect a deposit when customers make a booking on
our platform, which is equivalent to our commission charged
to our hostel partners on the total transaction value.
Hostels connected to our platform account for c. 75%
of all hostel beds sold in the market.
Our Hostels
80%+ are independent owner operated businesses,
66% have 50 or fewer beds.
Offer dormitory accommodation and private rooms
with large communal areas.
Typically offer a wide range of events and excursions
to help travellers meet new people.
c. 75% cheaper than 2-star hotels.
Our Customers
c. 80% 18-35 years old.
55% female, 45% male.
61% solo traveller, 30% groups of two.
Tend to be multi destination trips, with c. 60%
of bookings made within 7 days of stay date.
Many customers make multiple trips per year,
over a period of up to 10 years.
Our Unique
Proposition
Leverages the insight that hostellers stay in hostels
as a means to meet other people.
Our social network uses our OTA booking data to
connect travellers with overlapping stay dates in hostels
and destinations within our iOS and Android apps.
Social proposition naturally attracts hostellers with higher
purchase frequencies, who use the app to make more of
their bookings, and then become strong brand advocates.
Collectively, our strategy drives new customer growth,
increased customer retention and a reduction in marketing
costs as a percentage of generated revenue.
Scalable asset-light platform drives operating leverage.
At a Glance
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
23
Category
Growth
Drivers
Strong customer growth expected over the coming years
Millennials and Gen Z are largest cohorts in world – 53% of total
(1)
.
35 days a year spent travelling by a US Millennial
(2)
.
We are aligned to Millennial and Gen Z travel needs
8 in 10 want a unique experience in their next trip
(3)
.
65% increase in spending by travellers on experiences
in 2023 v 2019.
Strong appetite for solo travel
+14% searches for solo travel in 2023 v 2019.
1 in 4 are planning to travel solo in the next 6 months
(4)
.
Focus on
Sustainability
We operate in the most sustainable accommodation category
Hostels are the most sustainable travel option, producing
c. 18% of hotels’ scope 1 and scope 2 tCO
2
e emissions on
a per bed basis
(5)
.
Over 75% of our hostels are currently working on
sustainability initiatives.
Customers can take responsibility for the carbon emissions
of their hostel stay, in partnership with Cloverly.
Our
‘Staircase to Sustainability’
programme
Partnering with the Global Sustainable Travel Council.
Developed a bespoke hostel sustainability measurement/
management system with Bureau Veritas.
Encourages hostels to move to more sustainable operations.
Sustainability badging on hostel pages on website.
Reducing our own emissions
South Pole has awarded Hostelworld with their label ‘Funding
Climate Action’
.
We have low carbon emissions naturally with serviced office
spaces and cloud native infrastructure.
Signatory of ‘The Climate Pledge’
, with a mission to reach
net-zero carbon by 2040.
(1)
World economic forum and Bloomberg Analysis of UN World Population Prospects, August 2018.
(2)
Expedia Media Solutions, Skift – ‘US Millenials Travel Most but Gen Z is on the Rise’
, October 2017.
(3)
Contiki – ‘Voice of a generation’ survey, February 2022.
(4)
Expedia Group – ‘Gen Z: The Key to Recovery and Rebuilding’
, August 2022.
(5)
Hostelworld: Understanding The Carbon Impact of Hostels vs. Hotels 2
nd
Edition.
24
Strategic Report
|
Hostelworld Annual Report 2023
Financial Highlights
Net Bookings
6.5m
2022: 4.8m
Generated Revenue
(1)
€93.7m
2022: €71.2m
Net Revenue
(1)
€93.3m
2022: €69.7m
Net Average Booking
Value (“ABV”)
(2)
€14.36
2022: €14.90
Net Gross Merchandise
Value (GMV)
(2)
€618.7m
2022: €470.1m
Direct Marketing Costs
as a % of Revenue
(2)
50%
2022: 58%
Operating
Expenses
€88.4m
2022: €83.1m
Operating Profit/(Loss)
for the year
€5.0m
2022: €(13.6)m
Profit/(Loss)
for the year
€5.1m
2022: (€17.3m)
Basic
EPS
4.21 cent
2022: (14.71) cent
Adjusted EBITDA
(2)
€18.4m
2022: €1.3m
Adjusted EBITDA Margin
(2)
20%
2022: 2%
Adjusted EPS
(2)
9.91 cent
2022: (5.97) cent
Cash and
Cash Equivalents
€7.5m
2022: €19.0m
Adjusted Free
Cash Flow
€13.9m
2022: €(6.9)m
Cash
Conversion
75%
2022: (521)%
Net
Debt
€12.3m
2022: €21.6m
Net Asset
Position
€59.2m
2022: €52.2m
(1)
Generated revenue is gross revenue less cancellations and excludes impact of deferred revenue. Net revenue is revenue adjusted for deferred revenue,
ancillary revenue streams, vouchers, refunds and other accounting adjustments.
(2)
The Group uses Alternative Performance Measures (APMs) which are non-IFRS measures to monitor the performance of its operations and of the Group
as a whole. These APMs along with their definitions are provided in the Appendix 1 which form part of the Annual Report.
25
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Financial Review:
Caroline Sherry
Revenue and Operating Profit
Net GMV grew year-on-year to €618.7m (2022: €470.1m)
and net bookings totalled 6.5m, an increase of 37%
compared to 2022 (2022: 4.8m) driven by strong growth
across all regions and in particular, Asia. Generated
revenue for the period was €93.7m (2022: €71.2m),
an increase of 32%. Net ABV, the average value paid
by a customer for a net booking was €14.36 which
decreased by 4% from 2022 (2022: €14.90), driven
by a combination of bed price inflation and a greater
proportion of Asian destination bookings.
Net revenue recognised for the period was €93.3m
(2022: €69.7m) after considering deferred revenue,
ancillary revenue streams, vouchers, refunds and
other accounting adjustments.
Featured listing advertising revenue, revenue generated
from hostels advertising on our platform, grew to €1.2m
(2022: €0.3m).
Deferred revenue cost of €0.4m (2022: €2.0m), a
provision for bookings made under the free cancellation
policy, where a customer can cancel and receive
a refund. Year-on-year reduction driven by 2022,
where the balance sheet provision reflected the
Group’s recovery post COVID-19 and the return to
normalised levels of free cancellation bookings.
The deferred revenue provision at year end totalled
€3.4m (31 December 2022: €3.0m), and accounts for
bookings where the cancellation date has not yet
passed. This provision balance will unwind in 2024.
Operating expenses totalled €88.4m (2022: €83.1m),
an increase of €5.3m year-on-year. The Group had an
increase of €5.5m in direct marketing costs to €46.9m
(2022: €41.4m) in part, due to increased booking
volume. Direct marketing costs as a percentage of
net revenue reduced to 50% (2022: 58%), with the
Hostelworld app-centric social strategy driving
marketing efficiencies. Credit card fees increased by
€0.6m to €2.7m (2022: €2.1m), directly driven by the
increase in booking volumes.
Wage inflation and discretionary compensation primarily,
drove an increase in wages and salaries costs to €19.7m
(2022: €17.9m). 2022 costs include the benefit of €0.4m
of COVID-19 subsidy support received from the Irish
Revenue Commissioners, no such subsidy was received
in 2023. Offsetting increases in direct marketing
costs, credit card fees, and wages and salaries, was
a reduction of €2.6m in other operating cost lines to
€19.1m (2022: €21.7m).
Group operating profit amounted to €5.0m (2022: loss
of €13.6m), a year-on-year increase of €18.6m. Adjusted
EBITDA of €18.4m (2022: €1.3m) exceeded the upper
end of market guidance and represented growth of
€17.1m compared to prior year.
Foreign Exchange
The Group incurred a foreign exchange loss of €0.2m
(2022: €0.7m). Current year loss arose with the
strengthening of the US dollar against the Euro in
the second half of the year.
2023 was a record year for Hostelworld, with both net
GMV and generated revenue growing 32% compared
to 2022 and net bookings growing 37%. This strong
volume growth, combined with increased operating
leverage due to reduced marketing spend (as
a percentage of revenue) and operating cost
discipline, resulted in an adjusted EBITDA which
exceeded the upper end of our guidance
range and a return to profit after tax.
26
Strategic Report
|
Hostelworld Annual Report 2023
Financial Review
continued
Exceptional Items
Exceptional items warrant separate disclosure due to
their nature or materiality. The Group incurred €3.8m
(2022: €0.8m) of exceptional cost items in 2023.
The Group incurred €3.6m of costs in refinancing the
5-year debt facility provided by HPS Partners LLP in
February 2021. As the facility was repaid before the
end of the 5-year agreement, the Group incurred €2.8m
of accelerated interest costs relating to transaction and
warrant costs capitalised on drawdown, €0.7m of early
repayment penalty interest and €0.1m of exit costs.
Prior year exceptional items related to a final settlement
amount paid to the founder of Counter App Limited,
in respect of their shareholders agreement and
other contractual relationships with the Group and
associated legal costs.
Share-Based Payment
The Group incurred a total share-based payment
expense of €1.7m (2022: €2.4m) arising on the
issuance of options in accordance with the Group’s
Restricted Share Award (“RSU”), Long-Term Incentive
Plan (“LTIP”) and Save as you Earn (“SAYE”) plan.
Two awards vested in 2023. On 20 February 2023 the
Company issued 1,027,655 shares to satisfy restricted
share awards granted by the Company at a value
€0.01 per share in relation to RSU 2021 which vested
in equal tranches in February 2022 and February 2023.
This grant was made during COVID-19 in lieu of a
cash bonus. On 16 May 2023 the Company issued
1,645,994 shares to satisfy long-term incentive plan
awards in relation to LTIP 2020. 75% of the performance
obligations were satisfied.
In 2024 one LTIP award is set to vest at 100%. The final
number of awards that will vest will be finalised in May
2024. Further detail is included on pages 118 to 144.
Earnings per Share
Basic earnings per share for the Group was 4.21 cent
(2022: loss per share
: 14.71 cent). Adjusted earnings per
share was 9.91 cent per share (2022 loss per share:
5.97 cent per share) with the return to profitability,
of both metrics, reflective of the business’s strong
recovery post COVID-19.
The weighted average number of shares in the period
was 122.0m (2022: 117.3m) and the total number of
shares at the balance sheet date was 123.6m (2022:
117.5m). Increase year on year is due to the vesting of
the RSU award (1.0m), LTIP award (1.7m), SAYE award
(0.1m) and warrants
(3.3m), a condition of the HPS
debt facility agreement.
Net Finance Costs
The Group incurred €2.6m of finance costs in 2023
(2022: €4.3m), with interest costs arising on the Group’s
debt facilities. The decrease in costs year-on-year is
attributable to the refinancing completed in May 2023.
The legacy €30.0m HPS facility was drawn down in
February 2021 during COVID-19 and had an interest
rate of 9% per annum over EURIBOR. HPS interest
charges, excluding those classified as exceptional,
amounted to €1.6m (2022: €4.2m), of which cash
interest paid totalled €1.1m (2022: €nil), prior year
interest costs were capitalised as PIK interest.
A new 3-year facility was signed with AIB in May 2023.
This facility is comprised of a €10.0m term loan, a €7.5m
revolving credit facility (“RCF”) and an undrawn €2.5m
overdraft. The AIB term loan and RCF each had an
initial interest rate payable of 3.75% over EURIBOR.
In July 2023 this reduced to 3.25%, as the ratio of Net
Debt to adjusted EBITDA was less than 2 times as at
30 June 2023, and in October 2023 this further reduced
to 2.65% as the ratio of Net Debt to adjusted EBITDA
was less than 1 times as at 30 September 2023. Total
AIB interest charges amounted to €0.7m (2022: €nil),
of which cash interest paid totalled €0.6m (2022: €nil).
The Group also incurred interest charges of €0.2m
(2022: €nil) on its debt warehoused with the Irish
Revenue Commissioners, at a rate of 3% since May
2023. On 05 February 2024 it was announced that this
is reduced to 0% with the reduction in rate applying to
any interest amounts accrued to date.
The Group also incurred interest charges of €0.2m
(2022: €nil) on its debt warehoused with the Irish
Revenue Commissioners, at a rate of 3% since May
2023. On 05 February 2024 it was announced that this
is reduced to 0% with the reduction in rate applying to
any interest amounts accrued to date.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
27
2023 was a record year for the Group, we exceeded our
near‑term guidance set out at the 2022 Capital Markets Day
and we are well on our way to deliver our medium‑term
targets for 2025.
35%
32%
34%
50%
20%
+10%
+12%
+14%
Above
Target
Lower
End
Net Bookings growth v FY2022
Net GMV growth v FY2022
Net Revenue growth v FY2022
Marketing Costs as a % of Generated Revenue
Adjusted EBITDA growth v FY2022
FY2023 Guidance
FY2023 Result
25%
20%
20%
50-55%
Mid-high teens margin %
28
Strategic Report
|
Hostelworld Annual Report 2023
Financial Review
continued
Current and Deferred Taxation
The Group corporation tax charge for 2023 is €0.2m
(2022: €0.2m) and primarily relates to our international
operations where we have an office or branch where
tax losses from our Irish operations cannot be utilised.
During 2023 an additional deferred tax asset of €6.4m
was recognised (2022: €0.8m). At 31 December 2023
the carrying value of deferred tax assets amounted to
€15.5m (2022: €9.2m). Deferred tax assets are
recognised to the extent that it is probable that future
taxable profits will be available against which any unused
tax losses and unused tax credits can be utilised. In
2023 the Group returned to an operating profit of
€5.0m (2022: operating loss of €13.6m). The Group
has forecasted a growing profit in each of the years
from 2024 to 2028, driven by growth in bookings and
revenue, maintaining direct marketing cost as a % of
revenue at current levels, continued cost discipline
and reduced interest charges. Details of the business
operations expected to derive future profits are set out
throughout the Strategic Report on pages 14 to 83.
Debt Warehoused
The Group availed of the Irish Revenue Commissioners
tax warehousing scheme and warehoused €9.4m
by deferring payment of all Irish employer taxes
from February 2021 to March 2022. Total amount
warehoused at 31 December 2023 was €9.6m (2022:
€9.4m), including an interest charge incurred of 3.0%
on the balance since 01 May 2023. The Group has
agreed initial repayment terms with the Irish Revenue
Commissioners of a 15% downpayment in May 2024,
followed by regular monthly repayments thereafter
over a 3-year period.
In February 2024 the Irish Revenue Commissioners
announced that 0% interest would apply to debt
warehoused, with the reduction in rate applying to any
interest amounts accrued to date. The Group continues
to monitor and comply with the appropriate Revenue
guidelines applicable to this scheme and will formalise
its repayment plan in May 2024.
Development Labour
Total development labour intangible asset additions
amounted to €4.0m during 2023 (2022: €4.5m). This
asset arose due to work completed delivering our social
strategy, modernising our platforms, and revamping
our hostel activations process. This balance includes
internal development labour of €2.9m (2022: €2.0m)
relating to staff costs capitalised during the year, and
external development labour of €1.1m (2022: €2.5m)
relating to external contractors who have specialist
skills. The year-on-year increase in internal staff costs
is driven by the nature of the work completed in 2023,
compared to 2022 where time was spent on migrating
to the cloud and other non-capitalisable work.
Net Debt and Financing
At the balance sheet date net debt totalled €12.3m
(2022: €21.6m). Net debt is comprised of cash of
€7.5m (2022: €19.0m), and debt facilities relating to
bank borrowings of €10.2m (2022: €31.1m) comprising
of an RCF of €2.0m and a term loan of €8.2m, and
warehoused taxes of €9.6m (2022: €9.5m).
Reduction year-on-year in net debt driven by refinancing
of the legacy COVID-19 debt facility in May 2023 to
a new 3-year facility with AIB set out on page 26.
Altogether €17.4m was drawn down from AIB, net of
arrangement fee, and utilised to repay the former debt
facility held with HPS. In total HPS repayments made
across April and May totalled €34.5m, comprising of
€30.0m principal and €4.5m PIK. Balance of repayment
to HPS comprised of the Group’s cash reserves.
Since drawdown in May 2023 we have repaid the
RCF in full, €5.5m during 2023 and a further €2.0m in
February 2024, and we have repaid €2.5m of the term
loan, €1.7m in 2023 and €0.8m in 2024.
Our adjusted free cash flow of 75% (2022: absorption
of 521%) represents a return to a more normalised cash
generation ratio for the Group, as we recover from
COVID-19, and a deleverage of our borrowing facilities
as set out above.
Impact of New Accounting Standards
New accounting standards and amendments to existing
standards implemented in 2023 did not have a material
impact on the Group.
Related Parties
Related party transactions are disclosed in note 24 to
the Group Financial Statements.
29
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Investor Relations
The Group has a proactive approach to investor relations.
The release of our annual and interim results, along with
quarterly trading updates, provide regular information
regarding our performance and are accompanied by
presentations, webcasts and conference calls. In May
2023, an AGM was held providing engagement channels
for our shareholders to send advance questions to the
Board, with all details relating to the AGM published
on the Company’s website.
We held a number of investor roadshows and attended
industry conferences. These engagements provided
us an opportunity for the management team to meet
existing and/or potential investors and analysts in a
concentrated set of meetings. This direct feedback
and input on the investor community’s perspective
of the Company is reflected upon to ensure that our
investor relations communications remain meaningful
and effective.
We also engage regularly with AIB, our debt partners,
since the successful refinancing facility was signed in
May 2023.
Dividend
The Board does not expect to pay a cash dividend,
under its current policy, in respect of the 2023 financial
year. Any payment of cash dividends will be subject
to the Group generating adjusted profit after tax, the
Group’s cash position, any restrictions in the Group’s
banking facilities and subject to compliance with
Companies Act 2006 requirements regarding ensuring
sufficiency of distributable reserves at the time of
paying the dividend.
Caroline Shey
Caroline Sherry
Chief Financial Officer
20 March 2024
Tribal CoWorking, Canggu, Indonesia
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@reisemuus
31
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Principal Risks and Uncertainties
Introduction to Group Risk Register
Our business model and results are subject to risks and
uncertainties which could adversely affect our business,
financial stability, and cash flows. Risk is an inherent
factor. While demand for hostelling returned in strength
post the impact of COVID-19, inflation, cost of living
and geopolitical tensions are new risk factors which
can impact demand. We also recognise, in particular,
that climate change poses a number of physical and
transition-related risks for our business. The Group
has a detailed climate-related Risk and Opportunities
Register which is included on pages 51 to 56.
The most material risks and uncertainties impacting
the business are listed on pages 32 to 40, together
with comments on how they are managed to minimise
their potential impact. The table is not prioritised nor
an exhaustive list of all risks that may impact the Group.
Individually or together, these risks could affect our
ability to operate as planned and could have a
significant impact on revenue and shareholder returns.
Additional risks and uncertainties, including those
that have not been identified to date or are currently
deemed immaterial, may also, individually, or together,
have a negative impact on our revenue, returns, or
financial condition.
Each risk identified is subject to an assessment
incorporating the likelihood of occurrence and potential
impact on the Group. The Group’s Risk Register identifies
key risks including any emerging risks, and monitors
progress in managing and mitigating these risks.
Emerging risks are identified from areas of uncertainty,
which may not have a significant impact on the business
currently but may have the potential to adversely
affect the Group in the future. No new emerging risk
was identified in the current year.
Risk Responsibility
The Board takes overall responsibility for identifying the
nature and extent of the risks to be managed by the
Group to ensure the successful delivery of its strategic
and business priorities. The Audit Committee monitors
certain risk areas and the internal control system, as set
out in the report on governance. The Board and Audit
Committee conduct a formal half-year and full-year
review of the risk register, which also incorporates the
Task Force on Climate-Related Financial Disclosures
(“TCFD”) Risk and Opportunities Register. In their review
proactive attention is given to key risks where the
probability of occurrence and extent of impact
are elevated by the consequences of the ongoing
geopolitical conflict in Ukraine and the Middle East,
and the deteriorating global economic outlook.
Risk Identification
The Group’s Risk Register process is based upon a
standardised approach to risk identification, assessment,
and review with a focus on mitigation. There is input
across all levels of the business to enable the Group
to remain responsive to the ever-changing operating
environment, including the impact that social features
can bring, the consequences of the ongoing war in
Ukraine and geopolitical tension, climate change,
rising cost of living, and the general macroeconomic
conditions including rising interest and inflation costs.
From the bottom-up, risk is identified and mitigated at
a business unit level by the executive management
team, functional leads, their teams, and subject matter
experts including the Data Protection Officer and Head
of IT Security. Risks are assigned owners amongst the
senior management team (primarily functional leads)
who monitor risks day to day, review the effectiveness
of controls in place, and report on risks through the risk
register process. The Group’s risk register is subject
to review by the Executive Leadership Team (“ELT”)
prior to reporting to the Audit Committee and Board.
In addition, the ESG Steerco also support the ELT in
identifying climate-related risks and opportunities
and ensuring compliance with the applicable ESG
regulatory landscape.
Risk oversight, appetite and governance is set by
the Board. The Board has overall responsibility for
determining the nature and extent of the risks it is willing
to take in achieving the Group’s strategic objectives.
The Board also considered its obligations in relation to
providing both the annual viability and going concern
statements, and its conclusions can be found on
page 149 and note 1 to the Consolidated Financial
Statements respectively.
Risk Levels
Following an assessment of the residual risk attached
after internal management and mitigation, each principal
risk outlined below has been assigned a direction
of change based on 2023 factors and forward
expectations. Where a risk has increased or decreased
in the year an additional note has been included.
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Principal Risks and Uncertainties
continued
STRATEGIC &
EXTERNAL RISK
TECHNOLOGICAL,
CYBER & DATA RISK
FINANCIAL
RISK
OPERATIONAL &
REGULATORY RISK
Any external risks outside
of the Group’s control
impacting our business.
The systems we use
to power our business,
and the data we hold.
Integrity of reporting and
viability of the Group.
The processes and people
we use to power the
Hostelworld model.
ʄ
Macroeconomic
Conditions
ʄ
Competition
ʂ
Impact of
Uncontrollable Events
on our Business
and the Leisure
Travel Industry
ʄ
Data Security
ʄ
Cyber Security
ʄ
IT Platforms and
Technological
Innovation
ʄ
Search Engine
Algorithms and
Managing our
Marketing Channels
ʄ
Financial Risk
ʄ
Taxation
ʂ
People
ʄ
Third Party Reliance
ʃ
Climate Change
and Sustainability
ʄ
Regulation
ʄ
Business Continuity
ʄ
Brand and Reputation
RISK TREND
ʄ
Stable
ʃ
Increasing
ʂ
Decreasing
Pariwana Hostel, Lima, Peru
33
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
1
Macroeconomic Conditions
Direction of Change
DESCRIPTION AND IMPACT
The Group’s financial performance is largely dependent on the wider availability of, and demand for, travel services.
Travel services are enabled by the freedom of movement of people nationally and internationally without prohibitive
restrictions. Moreover, it is supported by affordable air, ferry and train fares at significant scale, and similarly good
access to affordable accommodation.
The demand for travel services is influenced by a range of macroeconomic circumstances and their impact on
consumers discretionary spending levels. Economic activity, employment levels, inflation, interest rates, currency
movements and access to credit are among the factors that can impact travel demand.
MANAGEMENT AND MITIGATION
Management and the Board regularly monitor a range of trading, market, and economic indicators to determine any
risk to financial performance due to macroeconomic uncertainties, and any potential mitigating actions required.
The Group’s revenue and customer base is global, with a dispersed population of users, and a geographically dispersed
set of destinations. While market conditions may decline in certain regions, the globally diversified nature of the business
helps to mitigate this with circa 50% to 60% of destination markets in Europe versus the rest of the world.
Inflation rates can impact consumer discretionary spending and reduce their ability to travel. However, this is
potentially offset by continued preference of consumers to prioritise discretionary spending on travel and leisure
in their budgeting.
In circumstances where events cause a material decline in consumer travel behaviours and patterns on a global
scale, management will take necessary actions to reduce operating costs and conserve cash.
2
Data Security
Direction of Change
DESCRIPTION AND IMPACT
We’re an innovative technology group relying on advanced software and infrastructure, which means we can be
exposed to cyber security threats. Protecting our e-commerce data and customer information is crucial.
Our hybrid model, global contractors, and evolving social strategy heighten data security challenges.
Cloud migration finished in 2022, but cloud security risks persist. Technological speed and legislation gaps can
complicate compliance with guidelines and laws. GDPR adherence and secure, scalable IT platforms are vital.
MANAGEMENT AND MITIGATION
Data protection is a priority for the Group. We comply with laws, regularly train employees, address threats and
support business innovation and growth.
We have a robust and comprehensive data privacy, security, and compliance programme. A supplier is not onboarded
until a rigorous review of their data protection compliance and IT security controls has been carried out and
deemed satisfactory.
We adhere to leading industry standards and are PCI compliant. A data protection framework aligned with GDPR is
maintained, with a Data Protection Officer, supported by employee champions.
Hybrid work risks are assessed, and security measures include Single Sign On and Multi Factor Authentication.
Expert providers support us with cloud services and security. Our evolving social strategy and broader product
developments are implemented in line with Privacy by Design, following guidelines and emerging innovations with
a risk-based approach.
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Principal Risks and Uncertainties
continued
3
Cyber Security
Direction of Change
DESCRIPTION AND IMPACT
The Group is susceptible to cyberattacks, which can impact system integrity and data security. Hackers’ sophistication
is constantly evolving, complicating risk management.
Cloud migration adds further cybersecurity challenges, potentially compromising customer and proprietary data.
Third-party vendors or contractors can also be entry points.
Inadequate skills internally might risk cloud data exposure and insurers could limit coverage for cybersecurity incidents.
MANAGEMENT AND MITIGATION
The Group dedicates significant resources to enhancing cyber security and regularly increases expenditure.
A comprehensive risk programme manages vendor and third-party risks. Our procurement process is robust,
proactively ensuring new suppliers are security compliant.
Additional cyber security measures taken:
Monitoring tools enable real-time threat detection and response.
Policies and initiatives adapt to regulations and cyber threats.
Mandatory security awareness training is consistently updated.
Cloud-related training ensures skills are developed.
Multi-factor authentication is implemented for better access control and attack resilience.
4
People
Direction of Change
DESCRIPTION AND IMPACT
The Group relies on skilled, committed, and motivated employees for strategic success. However, the decision to
maintain a stable headcount and not replace roles to pre-COVID
-19 levels, combined with the transition to largely
remote working may affect morale.
The Group is dependent on attracting and retaining key roles in engineering, quality assurance, product management,
and data roles to facilitate projects and maintain product infrastructure. These roles can be hard to fill due to location
flexibility and competitive market demands.
Failure to meet industry standards in rewards could lead to attrition, lowered morale, business risks, damaging
reputation, and productivity.
Direction of change:
Decrease in overall risk in the current year evidenced by low attrition levels and the Group
being a more attractive proposition for new talent given the recovery in the business post COVID-19.
MANAGEMENT AND MITIGATION
The Group takes action to retain employees, by introducing innovative people policies, moving to a remote working
model, and by increasing the volume and scope of employee events.
Learning and development initiatives have been prioritised and include training, mentoring, and a new online platform.
Compensation is benchmarked externally, giving employees assurance that salaries are competitive. During 2023
the Group also introduced a bonus scheme tied to performance.
To provide flexibility of key talent, the Group operates from three global offices and continues to hire in newer
locations including Germany, Spain, and Italy.
A Non-Executive Director fulfils a workforce engagement role as set out in the 2018 UK Corporate Governance Code.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
5
Financial Risk
Direction of Change
DESCRIPTION AND IMPACT
The Group’s activities expose it to a variety of financial risks. The Group’s revenues and costs are impacted by rising
inflation rates, which may also deter our customers from travelling.
Foreign exchange movements may impact travel decisions and travel patterns by customers, as travel from one market
into another (operating with a different currency) becomes more expensive. Furthermore, the Group is exposed to
translation risk which occurs if the Group has a surplus or deficit in a foreign currency which changes in value over time.
The Group has a 3-year finance facility in place with Allied Irish Banks, plc comprising of a €10 million term loan,
a €7.5 million revolving credit facility (“RCF”) and an undrawn €2.5 million overdraft. The term loan and RCF each have
an initial interest rate payable of 3.75% over EURIBOR, reducing to 3.25% where the ratio of net debt to adjusted
EBITDA is less than 2 times and, 2.65% where the ratio is less than 1 times.
The facility includes a customary security package and financial covenants. The Group must deliver a certain level
of financial performance to meet its repayment and covenant obligations.
MANAGEMENT AND MITIGATION
The Group proactively manages financial risk by seeking to minimise potential adverse effects on its
financial performance.
Foreign exchange movements may impact travel decisions and travel patterns by customers, but typically there is
a degree of inherent hedging. In a normal trading environment, USD revenue receipts approximate related USD
marketing outflows which mitigates FX translation risk. The Group minimises holdings of excess non-euro currency
above anticipated outflow requirements.
The Group has established a disciplined framework, including key ratios and KPIs, of forecasting and reporting which
is regularly reviewed and challenged by management to ensure compliance with the loan facility’s obligations and
covenants, and affordability of repayment terms including interest.
6
Search Engine Algorithms and Managing our Marketing Channels
Direction of Change
DESCRIPTION AND IMPACT
A significant portion of our website traffic comes from search engines, both through organic and paid searches.
We rely on search engine optimisation and search engine marketing for visibility.
Search engine algorithms, like Google’s, constantly change, affecting our placement and costs. AI-powered platforms
are further influencing search results, making algorithm management and optimisation crucial for our marketing
strategy and efficiency.
MANAGEMENT AND MITIGATION
The Group invests in skilled personnel for paid and non-paid searches. In-house expertise and technology adapt
to algorithm changes.
The search marketing team collaborates with Google, gaining search traffic efficiency insights. Participation in alpha
and beta tests give the Group first mover advantage with new functionality that can help drive efficiency.
Skill enhancement through third-party vendors complements in-house capabilities for search engine optimisation.
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Principal Risks and Uncertainties
continued
7
Competition
Direction of Change
DESCRIPTION AND IMPACT
Competition risks could harm market share and growth. Competitors willing to operate at a loss pose challenges.
Price influences consumer decisions, requiring competitive pricing, discounts, and flexible cancellation policies.
Competition might lead to losing key suppliers. Large market players and disruptive new entrants pose risks. They
may absorb revenue losses and/or additional costs to compete on price or bidding strategy, their ability to grow core
inventory base (both in terms of property count and destination coverage), and their ability to enhance product
features faster through depth of resources.
Changes in technology, such as AI or other, can impact the Group both positively and negatively.
Changing customer behaviour, such as preferring private rooms (as seen during COVID-19), could reduce demand
or raise acquisition costs.
Exclusive supply to competitors, new Digital Markets Act regulations, and evolving market dynamics may influence
the competitive landscape and affect the Group’s positioning in the market.
MANAGEMENT AND MITIGATION
Continuous monitoring of hostel coverage and market share guides the Group’s proactive acquisition and
retention strategy.
The Group’s strategy focuses on leveraging its unique market position through targeted customer acquisition
and optimising the profitability of existing customer cohorts, emphasising Customer Lifetime Value/Customer
Acquisition Cost.
There’s a continued focus on improving platform flexibility, enhancing customer experience, and global expansion.
Partnerships deliver advanced technology solutions, aiming to diversify from exclusive OTA reliance with a broader
experiential travel offering. Commercial agreements secure competitive rates and inventory, utilising the “Solo
System” and “social cues” to deter competition. The Group explores AI and new distribution channels for customer
acquisition and remains adaptable to market changes.
8
IT Platforms and Technological Innovation
Direction of Change
DESCRIPTION AND IMPACT
Over recent years the ever-increasing pace of change of new technology, new infrastructure, and new software
offerings have changed how customers research, purchase, and experience travel. Notable shift changes include
AI, mobile networks, mobile applications, meta-search providers, display advertising, and social communities.
Unless we continue to stay abreast of technology innovation and change, we risk becoming irrelevant to the modern
customer. Technology evolves rapidly, and updates can become quickly obsolete.
As new products and features are offered the relevant cybersecurity controls must keep pace or risk new exposures.
MANAGEMENT AND MITIGATION
We focus on staying current with new trends in technology development and customer behaviour.
We invest a significant amount of our product and user experience functions on research and development and
interacting with similar companies both within and external to travel.
We leverage the capabilities of partnerships to ensure we are delivering best in class and the most advanced
tech-based solutions for our customers and hostel partners.
The Group has continued with the ongoing modernisation of our underlying platform to enable us to support
faster execution across our core platform.
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OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
9
Third Party Reliance
Direction of Change
DESCRIPTION AND IMPACT
We rely on hostel accommodation providers to supply us with our inventory. Any constraints upon the supply of
hostel inventory may stem growth ambitions.
Revenue depends on connected hostels and third-party channels; lack of updates or outages may cause
competitiveness loss.
Financial pressures on partners risk business closure or category shift.
Relying on third parties for systems poses revenue and functionality risks, affecting customer service and brand.
Maintaining relationships with payment processors is crucial, as fee changes or unfavourable terms could
impact transactions.
MANAGEMENT AND MITIGATION
Nurturing hostel and vendor relationships is a priority. This close cooperation enables us to monitor market development.
Rigorous assessment and due diligence is applied to third-party providers. All vendor contracts and purchasing
requests must be processed through the Group’s purchasing & contract review process.
Service providers are contractually obliged to provide timely resolutions to issues. Alerts are in place to immediately
capture any downtime and replicate as much functionality as possible in-house.
Annual business reviews and contractual obligations ensure risk mitigation. Readiness for partner/service provider
failure includes financial health monitoring and risk reduction measures.
10 Climate Change and Sustainability
Direction of Change
DESCRIPTION AND IMPACT
Increasingly, internal and external stakeholders are focused on the Group’s response to climate change. There is a
request for more accountability from our customers, employees, and other stakeholders as to what the Group is doing
to limit its direct and indirect impact on climate change. There is a risk that we do not meet shareholder expectations
regarding our target setting and performance against creating a more sustainable operating environment.
Listing rule developments require reporting on climate disclosures (by virtue of TCFD). There is a risk that the Group
is perceived as not being transparent in its reporting. Physical climate change risks such as extreme weather events
could affect our inventory competitiveness and results of operations. In addition, transitional climate change risks
such as changes in stakeholder expectations, travel patterns, technologies, and policy and regulation may affect
the Group and results of operations.
Direction of change:
Increased risk driven firstly by increasing regulations that the Group will have to comply with
such as the EU Corporate Sustainability Reporting Directive and secondly the unknown impact climate change
can have on our business if not managed. Physical impacts of climate change such as drought, heatwaves and
warming oceans will impact our hostels and our trade.
MANAGEMENT AND MITIGATION
The Group have ESG and TCFD Steercos who govern the actions taken by the Group in relation to climate change.
The steercos receive specific training from a third-party provider, and engage with third parties’ specialists for
additional support where required.
We have committed resources internally to assisting hostels and consumers on their own sustainability journeys.
Climate change issues may impact travel decisions and travel patterns by customers but is mitigated to the extent
that our business is a global one. We have a dispersed population of users, and a geographically dispersed set
of destinations.
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Principal Risks and Uncertainties
continued
11
Impact of Uncontrollable Events on our Business and the Leisure Travel Industry
Direction of Change
DESCRIPTION AND IMPACT
The emergence of a global pandemic (similar to COVID-19) could result in national or international lockdowns, risk
to the health of our employees and customers, and consequential negative impact on economic activity.
Deterioration in the financial condition, restructuring of operations or limited resource availability at one or more
key stakeholder in our supply chain eco-system could impact our growth.
The threat of terrorist attacks in key cities and on aircraft in flight may reduce the appetite of the leisure traveller
to undertake trips, particularly to certain geographies, resulting in declining revenues. Geopolitical conflicts, climate
change, natural disasters, or other adverse events outside of the control of the Group may also reduce demand
for or prevent the ability to travel to affected regions.
Direction of change:
Decrease driven by recovery in business from the impact COVID-19 had on our business.
MANAGEMENT AND MITIGATION
Our target 18-34
-year-old population tend to be flexible as to destination and are less risk adverse. Their trips tend
to be a ‘rite of passage’ rather than a more discretionary or optional vacation resulting in less aversion to these risks
and more flexibility in configuring trips around restrictions.
We maintain a close working relationship with our hostel partners to ensure we monitor key developments in the
market and can take timely mitigating actions if necessary.
Risk assessment and due diligence controls are carried out by our dedicated procurement function and relevant
business owner in respect of each third-party provider.
12 Brand and Reputation
Direction of Change
DESCRIPTION AND IMPACT
Reduced brand marketing spending is likely to have impacted brand recognition and trust.
Cyberattacks and poor customer experiences (with our hostel partners and our services) pose reputational risks.
False claims about diversity, equity and inclusion or sustainability could damage reputation.
Response to geopolitical developments and improper user actions could also affect brand integrity and the business.
MANAGEMENT AND MITIGATION
The paid marketing teams focus on promoting the app and emphasising new social features. Brand marketing sustains
active owned channels, with added investment in social media content creators, yielding increased engagement
on TikTok and Instagram.
An ongoing CRM strategy integrates social features into the customer journey, while proactive communication
addresses emotive issues like the Ukraine war.
External PR advisors handle corporate incidents, and the crisis communications plan is updated with their involvement.
Cybersecurity measures are robust, with a crisis plan adjusted to address potential attacks.
An ESG Steerco oversees sustainability, mitigating risks through third parties.
Customer service ensures positive experiences, backed by a crisis management policy. In-app social features
include terms, a code of conduct, and automated moderation for user-reported inappropriate behaviour.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
13 Business Continuity
Direction of Change
DESCRIPTION AND IMPACT
IT system failures, including third-party services, could disrupt bookings, payments, and administrative services.
Weakness in business continuity planning (“BCP”) may lead to major service disruption. Aging technology poses
reliability, security, and feature delivery challenges.
Sole reliance on one cloud provider region risks business impact from data centre outages.
MANAGEMENT AND MITIGATION
The Group’s BCP prioritises e-commerce operations, backed by external advisors’ disaster recovery plans.
Modernisation and cloud transition enhance resilience.
Robust supplier terms cover force majeure and BCP. Successful COVID-19 response validates BCP and backup
systems, which are reviewed periodically for relevance and effectiveness.
14 Taxation
Direction of Change
DESCRIPTION AND IMPACT
Indirect taxes are a growing area of complexity with different regimes and rules in place in countries where the Group
does business. Measures introduced include digital services taxes to address multinational businesses operating
without a physical presence in Europe, and DAC 7 which requires digital platform operators to collect and report
information on sellers, with penalties and potential lost revenue for non-compliance. There is a risk that the Group
does not stay ahead of compliance in all jurisdictions in which it operates. In addition, changes in tax legislation such
as the European Commission’s proposals in relation to VAT in the Digital Age, interpretations, or OECD recommendations
may expose the Group to additional tax liabilities.
Due to the increasing global workforce footprint of the Group, a tax authority may consider a permanent
establishment to exist in a country by virtue of some activity being carried on there.
Key functions, assets or risks undertaken/managed outside of Ireland may cause tax leakage. If tax authorities take
a different view than the Group as to the basis on which the Group is subject to tax, it could result in the Group
having to account for tax that it currently does not pay. This may increase the Group’s effective tax rate, increase
tax cash outflows, and increase the costs associated with tax compliance.
MANAGEMENT AND MITIGATION
Tax risk management involves qualified personnel and collaboration with big four tax advisors. Regular assessments,
briefings to the Board, and biannual reviews with advisors, address tax impacts and legislative changes.
Monitoring the global footprint includes implementing the relevant tax structures and enforcing a strict work-from-
abroad policy.
Key function locations are approved, and transfer pricing policies align accordingly, demonstrating proactive tax
risk mitigation strategies.
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Principal Risks and Uncertainties
continued
15 Regulation
Direction of Change
DESCRIPTION AND IMPACT
The Group faces regulatory and legal challenges in its global operations. We are exposed to issues regarding
competition, licensing of local accommodation and experiences, language usage, web-based trading, consumer
compliance, tax, intellectual property, trademarks, data protection and information security and commercial
disputes in multiple jurisdictions.
It’s crucial that the Group complies with the Task Force on Climate-Related Financial Disclosures and stays abreast
of evolving sustainability regulations.
The Group is subject to various regulations, including payment card association rules, the EU Package Travel
Directive, and rules on cookies usage (impacted by GDPR and ePrivacy Directive). The Digital Services Act also
imposes content moderation and transparency obligations.
Increased scrutiny of the mechanisms to transfer personal data to third countries such as in relation to the
EU-US Privacy Shield and Standard Contractual Clauses create uncertainty in relation to international transfers
of personal data.
The California Privacy Rights Act introduces new privacy requirements. New sign-up regulations, like DAC 7 EU Tax
directive, may slow operations, impact property categorisations, and result in closures due to changing local laws.
Ongoing legal developments pose potential constraints, compliance costs, and business harm for the Group.
MANAGEMENT AND MITIGATION
The legal team keeps abreast of current and anticipated legal requirements, and consult with external legal
advisors on territory specific legal and regulatory issues.
Qualified and experienced in-house lawyers ensure consumer compliance, listing rules, governance code,
and Market Abuse Regulations adherence.
TCFD governance structure and third-party monitoring ensure compliance with climate changes.
External insurance brokers are appointed to optimise insurance terms reflecting industry standards.
Payment options are expanded for customer efficiency.
The Digital Services Act is carefully reviewed, and processes are updated for social functionality and
customer reviews.
Continuous reviews address online safety, media regulations, and evolving data protection legislation in
the wider legal framework.
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GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Madama Hostel & Bistrot, Milan, Italy
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Viability Statement
In accordance with the provisions of the Code, the
Directors are required to report on their assessment
of the prospects of the Group meeting its liabilities
over the assessment period, considering the Group’s
current financial position and the potential impact of
the principal risks and uncertainties outlined on pages
31 to 40. The financial position of the Group, its cash
flows, liquidity position and debt facilities are outlined
in the Financial Review on pages 24 to 29.
The scenarios are modelled based on the Board
approved 2024 budget and four-year outlook. Further
detail on the 2024 budget and four-year outlook, and
our going concern note, are set out in the Financial
Statements on pages 168 and 169 with further detail
on our four-year outlook included on page 186.
Within each viability scenario the Group have also
considered the term loan facility covenants in place,
relating to the Group’s term loan facility and RCF with AIB,
as disclosed within note 21 to the Financial Statements.
Assessment of Viability Period:
We have assessed a three-year period to 31 December
2026 for our viability scenarios modelled. The Directors
concluded that three years was an appropriate period
for the assessment as future assessments are subject
to a level of uncertainty that increases with time, and
therefore future outcomes cannot be guaranteed or
predicted with certainty.
Viability Scenarios Modelled:
The output of the Group’s strategic and financial
planning process reflects the Board’s best estimate
of the future prospects of the business. To make the
assessment of viability, however, additional scenarios
have been modelled over and above those in the
2024 budget and four-year outlook, based upon a
number of the Group’s principal risks and uncertainties
which are documented on pages 31 to 40.
These scenarios were overlaid into the 2024 budget and
four-year outlook to quantify the potential impact of one
or more of these crystallising over the assessment
period. Whilst each of the Group’s principal risks has
a potential impact and has therefore been considered
as part of the assessment, only those that represent
severe but plausible scenarios have been modelled.
Within their review, the Group have also considered the
most effective means of mitigating the risks they pose.
Scenario 1
Extended Travel Disruption Resulting from an Event Outside of the Group’s Control
Link to Risk
Macroeconomic Risk, Impact of Uncontrollable Events on our Business and the Leisure Travel Industry
Consequences
The Group has considered the impact to cash if an event were to occur that is outside of its control.
This may include geopolitical conflicts and their associated impacts including further effects of the
ongoing conflict in Ukraine and the Middle East, terrorist attacks, natural disasters, or other adverse
events outside the Group’s control.
There is also a risk there is a prolonged impact to consumer demand as a result of increased inflation
and high cost of living which may impact a consumer’s desire to travel.
Where a consumer is unwilling or unable to travel, these consequences would impact the Group’s
revenue and cash.
Our scenario is based on such an event occurring involving a 20% decline in revenue and direct
marketing costs but carrying the current level of operating costs for a two year period. The Group
consider this an improbable scenario. In reality should demand decline we would cut our direct
marketing spend and take additional cost-cutting measures at our disposal for operating costs and
development spend.
Upon review of this scenario the Group continues to have sufficient cash reserves to continue
in operation.
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Scenario 2
GDPR fine, Cyber Security Breach or other Major One-off Cost
Link to Risk
Data Security, Cyber, Regulation
Consequences
There are two significant consequences for a GDPR breach:
1.
Tier 1 can attract a fine of €10m or 2% of global turnover, whichever is greater.
2.
A tier 2 data breach is a serious GDPR breach, and it can attract a fine of €20m or 4% of turnover,
whichever is greater.
For the Group, the maximum exposure for a GDPR breach is €20m. The likelihood of this event is remote.
The Group takes data protection very seriously and have a designated Data Protection Officer and a
series of controls and monitoring in place to ensure compliance. The Group has considered the fine
within its cashflows in 2025 (assuming that an investigation for a major breach would take approximately
two years) and is comfortable that such a fine would not jeopardise the viability of the Group over the
next three years.
Scenario 3
Climate-related Disaster
Link to Risk
Climate Change and Sustainability
Consequences
There is also a risk that environmental concerns may result in a reduction in consumer demand as
consumers may choose to travel less frequently or certain destinations may become less desirable
due to extreme weather events such as heat waves and wildfires.
We have amended our cash flows to assess the impact of weather events which could impact the Group.
We focused our review upon our largest regional markets. In 2023 Europe accounted for 66% of our
revenue (2022: 66%). Our scenario has been represented by a heatwave in Europe in the summer of
2024 resulting in the closure of all European hostels for the month of July. Furthermore, no corresponding
reduction in marketing costs has been factored which would occur in practice. The Group consider
a full month closure across the whole of Europe to be a very unlikely scenario with more sporadic and
localised closures to occur in reality. However, the application of this extreme scenario shows that
the Group continues to have sufficient cash reserves to continue in operation. There is significant
headroom included in our models due to the disaggregated nature of our revenue.
The above scenarios are designed to allow the Group to review the maximum impact that such situations could have,
such as the maximum fine in the event of a GDPR breach, in order to consider situations which could threaten its
viability should they arise. However, as described above, there are controls and monitoring processes in place to
allow us to observe the likelihood of these scenarios occurring and also to ensure we are best prepared to mitigate
the impact on the business.
Having considered these stressed scenarios and based on their assessment of prospects and viability above, the
Board confirm that they have a reasonable expectation that the Group will be able to continue in operation and meet
its liabilities as they fall due over the three-year period ended 31 December 2026 while adhering to the financial
covenants connected with the term loan facility. By using available resources and debt facilities available with AIB,
managing spend, and the Group’s real-world experience of managing trade through COVID
-19 in the past, the
Directors have concluded in each viability scenario that the Group would be capable of absorbing the potential
impact on the business and remain a viable going concern.
The Directors also consider it appropriate to prepare the financial statements on the going concern basis, as explained
in the Basis of Preparation paragraph in note 1 to the Consolidated Financial Statements and on page 149 within
the Directors’ Report.
44
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Hostelworld Annual Report 2023
La Redonda Sayulita, Sayulita, Mexico
45
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Sustainability Highlights 2023
Second edition of Bureau Veritas report validating
that hostels are a more sustainable option to hotels
Awarded Silver Investors in Diversity accreditation
Became a signatory to the Climate Pledge, joining
Amazon and Global Optimism in committing to reach
net-zero emissions by 2040
Launched the ability for our customers to take
responsibility for the carbon emissions of their stay,
in partnership with Cloverly
Developed our
Staircase to Sustainability’
framework,
in line with Global Sustainable Tourism Council
(“GSTC”) requirements
Launched sustainability stories highlighting some of
the incredible work being performed by our Hostels
Awarded with South Pole’s “Funding Climate Action” label
Training delivered to Sustainability Steering Committee
and Audit Committee on upcoming CSRD governance
2023 HOSCARs celebrating, amongst other categories,
Eco Warriors and Community Champions
46
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Hostelworld Annual Report 2023
Sustainability at Hostelworld
Sustainability is central to our strategy at Hostelworld and
furthermore, it is an inherent characteristic of the hostelling
category itself. It is of critical importance to our hostel partners,
85% of whom either participate in sustainability initiatives
or have expressed interest in doing so. Hostels are providing
sustainable accommodation options for the increasingly
environmentally conscious traveller. Thus, our sustainability
roadmap focusses on assisting our hostel partners, meeting
our customers’ expectations and ensuring our own operations
are sustainable, and our employees are valued.
Our sustainability goals are creating long-term value
for the business. We are committed to conducting our
business the right way and we want to drive meaningful
change across the industry.
In 2023, our second edition study with Bureau Veritas,
an independent laboratory testing, inspection and
certification services provider, validated again that
hostels remain the more sustainable accommodation
choice compared with hotels. Bureau Veritas compared
the average emissions of 30,697 hostel beds, across
Europe, against a sample of representative European
hotel chains. The report identified that hostels
produce 82% less carbon than hotels. This is a further
improvement compared with last year’s report, with
the 2022 analysis reporting that hostels produced
75% less carbon than hotels
(1)
.
Our biggest milestone, to date, has been the launch of
the bespoke
‘Staircase to Sustainability’
sustainability
framework in Q1 2024. Developed in partnership with
the Global Sustainable Tourism Council (“GSTC”), the
framework is the first of its kind, tailored specifically for
the unique characteristics of the hostelling category.
Customers will have the ability to browse for the most
sustainable hostels on our site, providing transparent
information and enabling our customers to make
informed choices. Divided into four levels, and aligning
directly with the established sustainable tourism criteria
of the GSTC, the
‘Staircase to Sustainability’
is designed
to not only help hostels identify any gaps in their current
sustainability practices, it also works as a guide on how
to move up the ‘staircase’ to secure a formal certification.
This framework provides hostels with a clear mechanism
for communicating their sustainability practices.
(1)
Both studies compared an average hotel night, to a hostel night, on a per bed basis for scope 1 and scope 2 emissions. 2023 edition called “Understanding
the carbon impact of hostels vs hotels 2023 (2nd edition)” and is available at
https://www.bureauveritas.co.uk/hostelworld-carbon-impact-analysis-2nd-edition
We promote the hostels that champion sustainability
and demonstrate to their hostel peers how to implement
solid environmental processes. In 2023 we produced a
series of interviews with hostels, named Hostelworld’s
Sustainability Stories, which shined a spotlight on
some of our hostel partners’ incredible ESG initiatives,
including inclusivity and volunteering, assisting local
communities and business practices.
Our annual HOSCAR awards celebrate the best-in-class
hostels, and in 2023 included two sustainability
categories. Firstly, a ‘Community Champion’ to celebrate
hostels who have made a clear and constructive effort
to drive community change through volunteering.
Secondly an ‘Eco Warrior’ category to celebrate hostels
that participate in eco-friendly projects and practices
that help protect our planet and help inspire travellers
to adopt a responsible and sustainable lifestyle.
As part of our ESG strategy, we have also created
educational content for customers on sustainable and
responsible travel, distributing this through our blog,
CRM, and social media channels. Through our social
media and blogs we have opened up discussions
around accessibility, inclusivity and diversity including
a piece on making friends as a deaf solo traveller,
raising profiles of black travel creators, highlighting
LGBTQIA+ friendly hostels and accessible travel tips
for those with extra needs such as neurodiversity. We
have an amazing social product that brings people
together, and in 2024 we will innovate with further
sustainability focussed product features.
47
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Within Hostelworld, we have worked hard to reduce
our scope 1 and scope 2 emissions by supporting agile
ways of working, exiting long-term lease arrangements
in favour of smaller co-working spaces, migrating our
platform from physical data centres to cloud native
infrastructure. As our business grows, scope 3 emissions
will naturally increase as a key metric linked to revenue
as we spend more on purchased consumables for
marketing and our employees travel to meet our hostel
partners. >85% of our costs are with suppliers who
are either carbon neutral and/or have Science-Based
Targets Initiative (“SBTi”) reduction targets in place.
We also ensure that we take full responsibility for
our emissions by investing in climate action projects,
including any travel costs of our attending hostels at
our annual conferences. While under SBTi guidance
we are a small to medium size business, and therefore
do not need to set a target for scope 3 emissions,
we will do so 2024.
We keep our people engaged on our ESG journey
through our quarterly newsletter, fireside chats with
a variety of external speakers and regular updates at
our townhalls. We encourage everyone to use their 5
allocated volunteering days, of which 743 volunteering
hours were used in 2023. To commemorate ‘World Earth
Day’ we ran an employee competition, the winner of
which was given the opportunity to travel to Sri Lanka
to volunteer with a local orphanage.
The ESG Steering Committee and I are committed
to executing our innovative ESG roadmap, driving
change for our hostel partners, our customers and
our employees.
Caroline Shey
Caroline Sherry
Chief Financial Officer and
ESG Steering Committee Chair
20 March 2024
Ostello Bello Grande, Milan, Italy
48
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Hostelworld Annual Report 2023
Sustainability
continued
Listing Rule 9.8.6R Compliance Statement
Hostelworld Group plc has complied under the ‘comply or explain’ requirements of LR 9.8.6R by including climate-
related financial disclosures in this section (and in the information available at the locations referenced therein)
consistent with the TCFD recommendations.
Task Force on Climate-related Financial Disclosures Recommendations
The following table summarises the elements of the TCFD framework, the work we have completed to date in
relation to each TCFD recommendation, and future actions we are committed to taking. Further detail is included
within this report.
TCFD Focus Area
Recommended Disclosure
Disclosure Overview
Governance
Disclose the
organisation’s
governance
around climate-
related risks and
opportunities
Describe the Board’s oversight of
climate-related risk and opportunities.
Describe management’s role in
assessing and managing climate-
related risks and opportunities.
Full governance structure is set out on pages 50 and 51.
Bi-annually the Board and Audit Committee review and
approve the climate-related risks and opportunities,
together with the main risk register.
Audit Committee review TCFD content in the Annual Report
and recommend to the Board their approval of the content.
The CFO and the Committees receive direction from the
Board. An ESG Steering Committee, led by the CFO, meets
monthly and provides routine updates to the Board.
The ESG Steering Committee manage the strategy
day to day.
Current year sustainability training provided at ESG
Steering Committee level and Audit Committee level.
Strategy
Disclose the
actual and
potential
impacts of
climate-related
risks and
opportunities
on the
organisation’s
businesses,
strategy, and
financial
planning where
such information
is material
Describe the climate-related risks
and opportunities the organisation
has identified over the short,
medium, and long term.
Describe the impact of climate-
related risks and opportunities on the
organisation’s businesses, strategy,
and financial planning.
Resilience of the organisation’s
strategy, taking into consideration
different climate-related scenarios,
including a 2°C or lower scenario.
A summary of the Risk and Opportunity Register is set
out on pages 51 to 58.
The output of the Register has been integrated into our
Hostelworld strategy, where the Group is committed to
promoting hostels as a sustainable accommodation
option, and to assist customers and hostels on their
sustainability journeys. Please see references to
sustainability and our strategy set out within the
Strategic Report from pages 14 to 83.
Following completion of specific climate change related
scenario reviews, we have not identified a material risk
to the viability of the Group. Detail is included on pages
57 and 58. An annual reassessment of our scenario
analysis will be performed, and a viability scenario has
been included in our going concern assessment on
page 43.
Risk Management
Disclose how
the organisation
identifies,
assesses,
and manages
climate-related
risks
Organisation’s processes for
identifying and assessing
climate-related risks.
Organisation’s processes for
managing climate-related risks.
Processes for identifying, assessing,
and managing climate-related risks
are integrated into the organisation’s
overall risk management.
An assessment of climate-related risks over short, medium
and long term was performed and linked to existing risk
categories. See detail on pages 51 to 56.
Climate-related risks and opportunities were reviewed
in the same manner as our main Risk Register, and the
Group continue to look at ways of aligning internal
processes with the recommendations of the TCFD.
49
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
TCFD Focus Area
Recommended Disclosure
Disclosure Overview
Metrics and targets
Disclose the
metrics and
targets used
to assess and
manage relevant
climate-related
risks and
opportunities
where such
information
is material
Disclose the metrics used by the
organisation to assess climate-related
risks and opportunities in line with its
strategy and risk management process.
Disclose scope 1, scope 2, and, if
appropriate, scope 3 greenhouse gas
(GHG) emissions, and the related risks.
Describe the targets used by the
organisation to manage climate-
related risks and opportunities and
performance against targets.
South Pole engagement to calculate Hostelworld’s
emissions. scope 1, 2 and 3 emissions are set out on
pages 59 to 62.
Science-based emissions reduction targets disclosed for
the Group for scope 1 and 2 emissions. Scope 3 target
will be set in 2024. Detail and additional metrics and
targets are set out on pages 62 to 64.
Targets set by the Group focus on what is controllable by
the Group with an emphasis on taking responsibility by
investing in climate action projects where we have residual
emissions that cannot be reduced, employee engagement
on our sustainability journey and providing sustainability
focused products and services for our customers and
hostel partners.
Meet
Modal Hostel
A true ally to the LGBTQIA+ community,
Modal, Greenville, South Carolina, has
become the go-to spot for queer locals
and visitors. From hosting events and
charity fundraising to providing a voice
for those discriminated against because
of their sexuality.
Before they opened, Modal made it their mission to
employ a diverse workforce and encourage guests
from all backgrounds and identities to visit. They run
a series of queer events and led the first Pride in their
city. Meeting non-profits that serve the LGBTQIA+
community, Modal discovered the wider issues people
in the community face. From those displaced from their
homes or kicked out of university for their identity, to
healthcare support for sexually transmitted diseases.
To help raise awareness of the non-profits, Modal
launched their Queer Non-profit Showcase, a fair at
the hostel where organisations can share the support
services they offer.
Modal works with one non-profit in particular, 864Pride,
that provides mental health support, food, clothing, and
funding for healthcare to LGBTQIA+ people in crisis.
With homeless shelters often not welcoming or
discriminating against people of certain identities,
Modal provides safe housing where all people are
welcomed and celebrated. They’ve helped around
a dozen people this year and fundraised to get them
back on their feet, even offering some people jobs.
Crowned LGBTQIA+ Business of the Year by the
Greenville Chamber of Commerce, Modal worked with
the Chamber to create a Queer Arts Initiative. Starting
by hosting artists at the gallery in their hostel, they’ve
now raised $10,000 to give artists access to resources
and to create their own shows.
Modal is a shining beacon of light for inclusivity and
diversity. While they do so much for the LGBTQIA+
community, they welcome people from all walks of life.
S
T
O
R
Y
S
U
S
T
A
I
N
A
B
I
L
I
T
Y
50
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Hostelworld Annual Report 2023
Sustainability
continued
Governance Structure:
EMPLOYEES
Receive regular
sustainability
updates. Travel
responsibly,
manage emissions
day-to-day
NOMINATION
COMMITTEE
Considers candidates
with sustainability and
ESG experience for
Board succession
planning purposes
PRODUCT
Manages all
product releases
for new
functionality linked
to sustainability
REMUNERATION
COMMITTEE
Assesses whether
any climate-related
metrics should be
incorporated into
remuneration policies
PR &
MARKETING
Reviews and
verifies all
sustainability
related information
made at employee
townhalls, through
our website, blogs
and social media
AUDIT
COMMITTEE
Approves all sustainability
disclosures, metrics and
targets and reviews all
climate-related risks and
opportunities impacting
the Group
TCFD & ESG STEERING COMMITTEE
Management are represented by a
TCFD
and
ESG Steering Committee
which has key representations
from each function
FINANCE
& LEGAL
Provides support
where required
and verify all
calculations
and emissions;
Complete
the annual
sustainability
disclosures
GROUP
MANAGEMENT
Responsible for
the day-to-day
delivery of the
sustainability strategy
BOARD OF DIRECTORS
Sets the sustainability strategy of the Group
GLOBAL
MARKET
Handles
day-to-day
communications
with hostels and
assist with hostel
sustainability
journeys
The Board of Directors:
There has been a high level of
focus on climate-related matters at Board level as the
landscape continues to evolve with further regulatory
developments and changes in stakeholder expectations.
Number of
scheduled meetings
Meetings where sustainability
was discussed
Board
12
6
Audit Committee
4
3
The expertise of the Board on climate-related risks and
ESG-related matters continues to be enhanced through
regular interactions with management and through
membership of Board members on boards of other large
companies with significant internal ESG-related subject
matter expertise. During 2023 the Audit Committee also
received external training from a leading consultancy
firm which focused on sustainability reporting including
ESG and TCFD requirements, as well as an introduction
to CSRD.
The Board takes overall responsibility for identifying
the nature and extent of the climate-related risks
and opportunities to be managed by the Group to
ensure the successful delivery of its strategic and
business priorities.
How sustainability and climate change have impacted
the strategy of the Group are set out within the
Chairman’s and CEO’s statement within the Strategic
Report from pages 14 to 21.
51
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
The Audit Committee
is responsible for reviewing and
approving the content against the TCFD requirements
and for reviewing the Group’s climate-related Risks and
Opportunities Register twice yearly. The Audit Committee
is also responsible for monitoring the development of
climate-related risk metrics and targets and performance
against these targets. Further detail is included in the
Audit Committee report on pages 110 to 117.
The Remuneration Committee
reviews annually any
impact to its incentive structure for sustainability related
metrics. The Group does not have any climate-related
metrics that are incorporated into its remuneration
policies currently.
Management
is responsible for managing on a day-to-
day basis the climate-related risks and opportunities
faced by the Group and for delivering the roadmap
to achieve the climate-related risk and opportunity
management strategy set by the Board.
A ESG and TCFD Steering Committee
, chaired by the
CFO, comprised of representatives from group finance
and legal, global markets, product and marketing,
oversees our sustainability strategy, progress against
the TCFD recommendations and the publication of our
annual disclosures.
The ESG and TCFD Steering Committee received
specific training on sustainability and upcoming CSRD
regulations from a leading consultancy firm in H2 2023
and keeps up-to-date on regulatory requirements
through access to external advisors and attendance
at external briefings hosted by ESG and TCFD subject
matter experts.
Our functions
support the business in achieving their
climate-related risks and sustainability targets. Marketing
and public relations communicate our climate-related
risks and sustainability strategy to external stakeholders.
Group finance educates the business on how to
understand the financial impacts of climate-related
risks and opportunities, produces external ESG metric
reporting and prepares annual report disclosures that
align to the recommendations of TCFD. Product teams
are responsible for any products on the roadmap,
namely any products that impact customers and the
‘Staircase to Sustainability’
roadmap. Global markets
are responsible for all hostel interactions and the
delivery of our
‘Staircase to Sustainability’
initiative.
Further detail is included on page 65.
Identifying and Managing Climate-Related Risks
and Opportunities:
Each half year a robust assessment is performed of
the climate-related risks and opportunities affecting
the Group.
In line with the principal risks, the Board takes overall
responsibility for identifying the nature and extent of
climate-related risks and opportunities to be managed
by the Group to ensure the successful delivery of its
sustainability agenda. The Audit Committee monitors
certain risk areas and the internal control system, as
set out in the report on governance.
Climate-related risks and opportunities are monitored
and reported on using a bottom-up approach. Each risk
or opportunity is assigned an owner on the ESG and
TCFD Steering Committee who have the expert subject
knowledge for that risk or opportunity. Each risk and
opportunity identified is subject to an assessment
incorporating likelihood of occurrence, time horizon
it could impact the Group, any mitigations in place and
the potential financial impact it could have on the Group.
In this assessment, other subject matter experts in
Hostelworld are engaged as required in the review such
as the group finance and group legal teams, and the
Chief Supply Officer who oversees hostel relationships
and the impact that climate change can have on hostel
supply. The completed risk and opportunity register is
reviewed by the ESG and TCFD Steering Committee
and presented to the Audit Committee biannually,
together with the Group’s main Risk Register. In turn,
the Audit Committee present the Risk and Opportunity
Register to the Board for final approval.
The most material risks and opportunities facing the
Group are set out in the following table, together with
comments on how they are managed to minimise their
potential impact.
52
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Hostelworld Annual Report 2023
Sustainability
continued
Most Material Transitional Risks:
Reputational Risk
Time Frame
(1)
:
Short, medium and long term.
Likelihood:
Unlikely.
Geography:
This is a global risk with Hostelworld having supply in >180 countries. There are areas of
heightened risk which are highlighted in our scenario analysis on pages 57 and 58.
Impact Categorisation
(2)
:
High
Risk Description and Mitigations
Potential Impact and Materiality
Greenwashing claims, changing customer or community
perceptions of organisations contribution to sustainability.
If Hostelworld is identified as an organisation that makes
false claims about its sustainability activities, the reputational
damage could be devastating and could impact revenue,
supplier and employee relationships and investor relations.
Our investors and employees could easily consider that
we are not doing enough in this very important area.
We may also be subject to climate-related litigation claims.
To monitor the risk day to day there is an increased
regulatory and PR cost to Hostelworld. If the risk did
materialise it is difficult to quantify the impact without
a specific scenario arising but from initial assessment
brand damage in the area would easily exceed €1m.
With this in mind we have categorised the risk as high.
To date no legal actions have been taken against corporates
who operate the same model as we do. We have not
assessed the financial impact of a litigation claim as we
consider it unlikely.
Our Response
Hostelworld avail of credible third parties to support work
undertaken where possible. We partnered with South Pole
to calculate our emissions.
We commissioned research on an assessment of whether
hostels were a sustainable way to travel with independent
company Bureau Veritas. Our sustainability framework is
based on the principles set out by the GSTC. We closely
monitor for any bad press.
Metrics:
Negative press against Hostelworld
Litigation claims against Hostelworld
Targets:
Nil litigation claims or bad press
As these are unconsidered unlikely they are not included
in our metrics and targets table on pages 63 and 64.
Distant Relatives Ecolodge and Backpackers, Kilifi, Kenya
53
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Most Material Physical Risks:
Physical chronic risk: Longer-term shifts in climate patterns.
Time Frame
(1)
:
Long term assuming this reoccurs for hostels in specific locations each year or hostels are
permanently shut.
Likelihood:
We consider this a likely event with an increasing risk as evidenced by recent weather events.
Geography:
This is a global risk with Hostelworld having supply in >180 countries. There are areas of
heightened risk which are highlighted in our scenario analysis on pages 57 and 58.
Impact Categorisation
(2)
:
Low
Risk Description and Mitigations
Potential Impact and Materiality
Sustained higher temperatures that may cause sea
levels to rise and/or chronic heat impacting travel in the
impacted areas.
Hostelworld has a diverse customer base and operates
across a wide number of geographical locations. Our target
18-34
-year-old population tend to be flexible as to travel
destination. Should a shift in climate patterns occur we will
experience an impact to revenue in the specific location
as demand falls for the location impacted. To counter the
risk, we know that our customers are flexible and want to
travel – if they are unable to travel to a particular country
or place we have evidence from studying historic booking
behaviours that demand moves elsewhere. Where there is
a severe weather event and demand does move to a new
location, hostels have a relatively low set up cost from a
physical structure and regulatory perspective compared to
other accommodation solutions. Our largest costs relate
to direct marketing.
We have full flexibility over our cost base to match direct
marketing costs to demand very quickly.
Hostelworld would experience reduced revenue for
increased weather events mainly because customers
would be unable to travel and there may be an impact to
supply for the hostels impacted in the location. A location
may change from being a desired destination by our
customers. It is difficult to identify the financial impact
of this risk on operations given the mitigations outlined
opposite but we have completed scenario analysis on
pages 57 and 58.
The overall risk would be considered low driven by the
disaggregation of our revenue and the high volume of
bookings/customers.
Should an event occur, we will experience a short-term
impact to revenue in the specific location as customers
change their travel plans. We know that our customers are
flexible and want to travel – if they are unable to travel to a
particular country or place we have evidence from studying
historic booking behaviours that demand moves elsewhere.
A number of locations would need to be impacted at the
same time with 100% hostel closure for the financial
impact to be considered as medium or high.
Our Response
Our response to this risk is to continue to monitor booking
demand and levels, and the impact climate change can
have. We will continue to review our products and invest
in sustainable solutions where possible.
We will support hostels on their sustainability initiatives to
have enduring sustainable product and encourage best
practice through the
‘Staircase to Sustainability’
initiative.
Metrics:
Volume of product offerings and experiments to further
enhance the sustainable nature of hostelling
Targets:
1 sustainable focussed product to be delivered annually
54
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Hostelworld Annual Report 2023
Sustainability
continued
Physical acute risk: Extreme weather events (hurricanes, flooding) impacted travel in the impacted areas.
Time Frame
(1)
:
Short to medium term (assuming that hostels would have the ability to reopen).
Likelihood:
We consider this a likely event with an increasing risk as evidenced by recent weather events.
Geography:
This is a global risk with Hostelworld having supply in >180 countries. There are areas of
heightened risk which are highlighted in our scenario analysis on pages 57 and 58.
Impact Categorisation
(2)
:
Low
Risk Description and Mitigations
Potential Impact and Materiality
Extreme weather events (hurricanes, flooding) can impact
travel in the area where the physical risk has occurred.
The risk is mitigated as Hostelworld has a diverse customer
base and operates across a wide number of geographical
locations. Our target 18-34
-year-old population tend to
be flexible as to travel destination. Should an event occur,
we will experience a short-term impact to revenue in the
specific location as customers change their travel plans.
We know that our customers are flexible and want to travel
– if they are unable to travel to a particular country or
place we have evidence from studying historic booking
behaviours that demand moves elsewhere.
Our largest costs relate to direct marketing. We have full
flexibility over our cost base to match direct marketing
costs to demand very quickly.
Should an event occur, Hostelworld would experience a
short-term impact to revenue in the specific location as
customers change their travel plans. Hostelworld customers
are flexible and want to travel, if they are unable to travel
to a particular country or place we have evidence from
studying historic booking behaviours that demand
moves elsewhere.
The overall risk would be considered low driven by the
disaggregation of our revenue and the high volume of
bookings/customers. A number of locations would need to
be impacted at the same time with 100% hostel closure for
the financial impact to be considered as medium or high.
Further detail is included in our scenario analysis on
pages 57 and 58.
Our Response
Our response to this risk is to continue to monitor booking
demand and levels, and the impact climate change can
have. We will continue to review our products and invest
in sustainable solutions where possible.
We will support hostels on their sustainability initiatives to
have enduring sustainable product and encourage best
practice through the
‘Staircase to Sustainability’
initiative.
Metrics:
Volume of product offerings and experiments to further
enhance the sustainable nature of hostelling
Targets:
1 sustainable focussed product to be delivered annually
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GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Highest Opportunities:
Opportunity to support hostels and customers through delivery of sustainable products.
Time Frame
(1)
:
Short to medium term
Likelihood:
Likely
Geography:
This is a global opportunity with Hostelworld having supply in >180 countries.
Impact Categorisation
(2)
:
High
Opportunity Description and Mitigations
Potential Impact and Materiality
Opportunity to develop sustainable products and
low emission services to accommodate shift in
consumer preference.
Opportunity to support hostels on their sustainability
initiatives regardless of what stage they are at on their
journey through our ‘Stairway to Sustainability’ framework.
Cost of this opportunity relates to a commitment of wages
and salaries costs of our technology, development, and
global market teams to develop the products. Wages and
salaries have a negligible financial impact given existing
squads are already in place with allocated time on 2023
and 2024 roadmaps.
From a product success point of view, we believe
this opportunity to have a high impact. For example,
Hostelworld is uniquely positioned to assist hostels
with the measurement of their emissions, assist them
on their journeys to be audit ready and have the ability
to apply to obtain formal certification through our
‘Staircase to Sustainability’
framework.
Our Response
We have committed internal resources from revenue
development projects to sustainability as we genuinely
believe it is the right thing to do.
We have and will continue to undertake experiments to
understand the popularity of additional feature offerings.
Examples include our partnership with Cloverly, leveraging
our new Linkups feature within our social platform for
hostel ESG events, allowing eco chats and Hostelworld
focused social media campaigns.
Metrics:
Volume of product offerings and experiments to further
enhance the sustainable nature of hostelling
Targets:
1 product to be delivered annually
Clink Noord, Amsterdam, Netherlands
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Sustainability
continued
Opportunity to reduce and manage Hostelworld’s emissions.
Time Frame
(1)
:
Short to medium term.
Likelihood:
Likely
Geography:
Impacts the locations where our people are based. There are office spaces in Dublin, Portugal,
Australia and China. We also have remote employees in Italy, Spain and Germany.
Impact Categorisation
(2)
:
Low
Opportunity Description and Mitigations
Potential Impact and Materiality
Use resources efficiently and manage ways of working of
employees to limit Hostelworld’s impact on environment.
Steps already taken to reduce our impact on the
environment include reducing our reliance on printing
by promoting a paperless office environment and
encouraging third parties to do everything electronically
such as invoicing and contracting (using DocuSign),
putting provisions in place to promote recycling across
all our office locations, focusing on energy and natural
resource conservation e.g., our offices have stop taps
for water consumption and controlled lighting and
air conditioning.
We have HR policies in place to support flexible methods
of working to allow people to work from home and avoid
emissions of commuting. We will continue to monitor and
make changes to maintain our low emissions.
We operate a low emissions environment and as such the
opportunity has low impact on direct operations of the
Group. We utilise shared office locations across our office
presence in Dublin, Portugal and Australia which means
we have low scope 1 and scope 2 emissions, which drives
an impact categorisation of low.
There is a challenge in particular to manage our scope 3
emissions as the Group grows. We have rising scope 3
emissions through purchased consumables and business
travel. We engage in business travel for our flagship
hostel conferences where we bring our employees and
hostels together.
Our Response
We undertook work already in 2021 and 2022 to reduce
our scope 1 and scope 2 emissions. Maintaining the
current level of scope 1 and scope 2 emissions will be
central to future decision making.
Metrics:
Scope 1, scope 2 and scope 3 emissions
Volume of investments in climate action projects
Targets:
By 2026 ensure over 90% of our purchased consumables
will be with suppliers who are either climate neutral or
who have established their own SBTI targets to be
climate neutral by 2030
Ensure climate contributions are made for the carbon
emissions of any hostel conferences or other large
Hostelworld events with a reputable third party.
Maintain this target annually.
Set a reduction target for scope 3 emissions as % of
generated net revenue in 2024.
(1)
0-3 years short term which aligns to our viability assessment on pages 42 and 43, 4-10 years medium term in line with the longest contracts we have within
Hostelworld, 10+ long term in line with the visions and commitments of the Climate Pledge and the Governments with which we serve.
(2)
Impact can be assessed as high, medium or low dependent on how material the damage or upside would be to the Group if the risk or opportunity
materialised. Assessment takes into account mitigations in place.
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ADDITIONAL INFORMATION
Scenario Analysis – Revenue Focused
Scenario analysis helps us to understand the potential
impact of climate change on our business and to inform
our business strategy and financial planning. Climate
change has the potential to impact our business to
varying degrees by impacting consumer behavior and
supply of hostels. The Board approved 2024 budget and
four-year outlook has incorporated all operating costs
relating to our sustainability roadmap, as well as the
cost of future emission reductions and investments
in climate action projects. Following an assessment
completed by the Group, the budget does not contain
any other liabilities, provisions or contingent liabilities
relating to climate change. Budgeted bookings and
revenue also do not contain any specific climate-related
adjustments. Driven by how we budget revenue any
impacts of climate change from 2023 would be captured
as revenue is built on a country and seasonal level
based on the prior year. Further detail is set out within
Note 1 Going Concern to the Financial Statements.
The most difficult risks to analyse are the impact of
physical risks relating to increased extreme weather
events and longer shifts in climate change on our
revenue streams. Hostelworld is diversified across a
wide range of customers and geographies. To establish
that we are not dependent on any individual market
which if impacted would compromise the commercial
viability of our business, we performed an assessment
at country level of the physical impacts of climate-related
risks and what, in the absence of any mitigation, the
impact would be on Hostelworld turnover for changes
in consumer behaviour and hostel supply as a result of
climate change.
Meet
Rio Hostel Buritaca
Tucked away in the Columbian jungle, near the
tropical beaches of Tayrona National Park, sits
El Rio Hostel (or Rio Hostel Buritaca). Known as
a fun and sociable stop on the backpacker trail,
complete with a riverside bar, private beach,
and tipsy tubing, El Rio isn’t just a pretty face.
Through educational, environmental and
sporting programs, bolstered by volunteering
visitors, the hostel helps hundreds of local
people everyday.
El Rio wanted to give back to the community that
they built their business on. Before opening, their
co-founder Ben began to teach English, starting
with taxi drivers who ferry guests through the
Columbian jungle, and moving to the rest of their
team. Teaching English to staff turned into such
a big job that the hostel employed a full-time
teacher. Staff get to learn a language that may
help them secure future jobs, and they can better
engage with most hostel guests. El Rio now
employ a team of 80 people, mostly from local
villages. Roughly 12 full time hostel volunteers
work alongside their team at any given time.
El Rio run clubs everyday with the help of travelling
volunteers. From theatre, to dance, and even
circus skills, the list goes on. All clubs are free
and running on donations. The community became
bigger than they ever expected, so to support the
free activities they created the El Rio Foundation
where they now fund and resource their
charitable efforts.
El Rio have hit the right balance of helping the
community, whilst being mindful of maintaining
culture. This is reflected in responses from local
children. During a ‘Gratitude Week’ at the
foundation, when the kids were asked what
they were grateful for, their response was “thank
you for bringing the gringos”, which says it all!
A donation of $1.30 (COP 5,000) is added to every
guest’s bill (they can opt out if you want to!), but
this means that by simply staying there, guests
are already helping fund foundation activities.
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Sustainability
continued
The scenario analysis presented are based on the following assumptions:
1.
The work completed is based on three scenarios set out in the “Climate Change 2023 Synthesis Report”
released by the Intergovernmental Panel on Climate Change (“IPCC”).
2.
We have based our analysis on 2023 revenue data generated by hostel. If an area was in a heightened risk
area defined by the IPCC we have considered all hostel closures in that area for a defined period of time below.
3.
We have presented the analysis as a % of overall group revenue.
4.
We have ultimately presented the analysis at a continent level – where a continent is not set out in the table
below, no countries within that continent were set out in the IPCC report.
Scenario 1 – Hot Extreme Temperatures
1 week closure
2 week closure
1 month closure
3 months closure
Africa
(1)
0%
0%
0%
0%
Asia
0%
1%
1%
3%
Central America
0%
0%
1%
1%
Europe
2%
3%
7%
24%
North America
0%
0%
1%
2%
Oceania
0%
0%
1%
3%
South America
0%
0%
0%
1%
Total
3%
5%
11%
34%
Scenario 2 – Heavy Precipitation
1 week closure
2 week closure
1 month closure
3 months closure
Africa
(1)
0%
0%
0%
0%
Asia
0%
1%
1%
3%
Europe
1%
2%
4%
14%
North America
0%
0%
0%
0%
Total
1%
3%
5%
17%
Scenario 3 – Agricultural and Ecological Drought
1 week closure
2 week closure
1 month closure
3 months closure
Africa
(1)
0%
0%
0%
0%
Asia
0%
0%
0%
1%
Europe
1%
3%
6%
19%
North America
0%
0%
0%
1%
Total
2%
3%
6%
21%
(1)
Africa included but value is negligible
The scenarios described above are not considered realistic scenarios of how climate change would impact the Group.
We assume in each scenario that a hostel will be closed for the referenced period reducing our revenue in peak
trading during the summer. There are no mitigation steps involved in our scenario analysis. In reality a customer may
simply cancel their booking and travel to an alternative location if their intended destination has been impacted or
that only some hostels may be impacted. Nonetheless the sensitivity analysis demonstrates that the overall physical
risks of climate change to the viability of Hostelworld would be considered low driven by the disaggregation of our
revenue and the high volume of bookings/customers. A number of locations would need to be impacted at the
same time with 100% hostel closure for the financial impact to be considered as medium or high.
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Funding Climate Action with South Pole
South Pole are a third party specialist who have
calculated Hostelworlds scope 1, scope 2 and scope 3
emissions using the methodology set out on the next
page. In addition Hostelworld apply for South Pole’s
climate labels each year (2021, 2022 and 2023)
awarded under SBTi criteria, avail of support in emission
reduction strategies from South Pole and utilise South
Pole’s services to invest in climate projects to make
a verified carbon reduction for any emissions that
Hostelworld cannot eliminate.
Hostelworld have been awarded with the Funding
Climate Action label by South Pole. The label is granted
to companies that are working on decarbonising their
business and at the same time, funding climate action
to contribute to global net-zero. South Pole and
Hostelworld reference from the GHG Protocol for
accounting, SBTi criteria for target setting and emission
reductions, and SBTi BVCM to fund global climate action.
Hostelworld are defined as a small to medium enterprise
under the SBTi guidance. The SBTi is a partnership
between Carbon Disclosure Project (“CDP”), the United
Nations Global Compact, World Resources Institute
and the World Wide Fund for Nature.
Near-term science-based targets are absolute scope
1 and scope 2 GHG emissions reduction targets that
should be achieved by 2030, from a predefined base
year set as 2021. The Group will aim to set a target for
scope 3 emissions in 2024.
The Funding Climate Action label seeks to provide
transparency on Hostelworlds decarbonisation efforts
and its investment in the climate action projects that
fund global climate action and sustainable development.
In partnership with South Pole, Hostelworld have made
an investment in carbon projects to take responsibility
of 100% of our total emissions, including emissions
relating to their flagship conference events, as set out
in the table below. We’ve also obtained a certificate of
verified carbon unit reduction for all investments made
in climate action projects, which is fully auditable.
Monitoring our Emissions
Hostelworld annually assesses the greenhouse gas
(GHG) emissions of its operations, disclosed in the
table below. The footprint covers scope 1, scope 2, and
all relevant scope 3 categories. GHG emissions have
been measured as required under the Companies
(Directors’ Report) and Limited Liability Partnerships
(Energy and Carbon Report) Regulations 2018. We have
used the GHG Protocol Corporate Accounting and
Reporting standards (revised edition), data gathered
to fulfil the requirements under the CRC Energy
Efficiency scheme, emission factors from Defra and
UK Government conversion factors for Company
Reporting (2018) to calculate the disclosures, where
they are not separately disclosed by a supplier. Any
assumptions use in our calculations are set out below.
We are reporting on the emissions of CO
2
generated by
the business and the energy consumed by the business.
Given that Hostelworld does not have operational
control over the hostels on its platform and does not
have access to data points on customers’ means of
travel, emissions produced by hostels and customers
travelling to hostel destinations are not included in
the footprint.
Steps to be awarded with South Pole’s Funding Climate Action Label:
Quantify
emissions
Quantity emissions
Set targets and commit
to progress on a climate
journey
Demonstrate progress
on climate journey
Take actions to reduce
emissions over time
Make a verified
climate contribution
Invest in high-quality
climate action projects
that reduce emissions
beyond a company’s
value chain
Communicate
your vision
Transparent
communication of
vision and targets
Annual review of
emission strategy
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Sustainability
continued
2023
2022
2021
2020
(1)
2019
(1)
Scope 1 – Direct emissions from operations (tCO
2
e)
1
Scope 2 – Indirect emissions from energy usage (tCO
2
e)
7
15
72
127
134
Scope 3 – Indirect emissions primarily from purchased
consumables and employee travel (tCO
2
e)
2,412
1,576
542
62
782
Total emissions (tCO
2
e)
2,419
1,591
615
189
916
Net Revenue (€’m)
93.3
69.7
16.9
15.4
80.7
Intensity Ratio (tCO
2
e/€’m)
25.9
22.8
36.4
12.3
11.4
FTE – average monthly number of people employed
(including Executive Directors)
231
239
226
289
314
Intensity Ratio (tCO
2
e/FTE)
10.5
6.7
2.7
0.7
2.9
Investments in climate action projects made – tCO
2
e
2,419
1,591
615
n/a
n/a
(1)
This represents an element of, not total, scope 3 emissions. South Pole measured GHG emissions from 2021 through to 2023. Prior to 2021, purchased
consumables did not include paid marketing costs incurred.
Overall, there has been a 56% increase in total emissions
between 2022 and 2023 as the Group has recovered
from COVID-19. From 2020 to 2022 volume of marketing
costs, purchased consumables, and employee travel
were limited.
Scope 1 relates to all direct GHG emissions. Hostelworld
has limited scope 1 emissions. We do not have any
company cars and we do not own any buildings.
Scope 2 relates to all indirect emissions due to
consumption of purchased electricity, steam, light
and heating. Hostelworld only have two sources of
scope 1 and scope 2 emissions in 2023. We only have
operational control over offices in Portugal (until May
2023) and China. 99% of our scope 1 and scope 2
emissions are made up of electricity in both countries.
Scope 3 emissions are driven by purchased goods and
services (primarily direct marketing costs and cloud
costs), any capital goods purchased (laptops), employee
business travel, employee commuting and upstream
leased assets for our other locations. Hostelworld’s main
emissions are scope 3, mainly driven by purchased
goods and services (70% of total emissions) for amounts
spent on paid marketing and cloud, and services such
as legal and professional, and business travel (22% of
total emissions) as we bought our people together in
Dublin and had conferences in Bogota and Copenhagen
for our hostels.
The RomeHello Hostel, Rome, Italy
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ADDITIONAL INFORMATION
Our emissions are impacted by the size of our
business, which is driven by our global headcount
and office footprint. Accordingly, we have chosen to
use an intensity ratio measured on emissions per €m
of net revenue and another per FTE in order to put the
GHG in appropriate context for the size of the business,
and all related references to reductions are intensity-
based emission reductions. 2023 represents the first
year of normalised emissions post COVID-19 trading.
In 2024 the Group will review and determine an
appropriate target for scope 3 emissions.
The following assumptions have been made in the
calculation of emissions in 2021 to 2023:
Fugitive emissions were calculated using a South
Pole internally calculated emission factor that was
used in 2021 and 2022 accounting;
Unless explicitly stated, it was assumed that all
electricity is grid electricity and not renewable;
Values included for solid waste for other offices
are calculated based on the data provided for
the Dublin office provided under consideration
of the floor area;
It was assumed that all wastewater consumed left
Hostelworld facilities and was treated;
We have excluded the investment made by the Group
in Goki Pty Limited where the Group maintains
a minority shareholding. Emissions attributable to
Goki are outside Hostelworld’s limited operational
control and, in any event, Goki’s has a limited impact
on total emissions;
For accommodation where the number of stars of
the hotel was not provided, the accommodation was
considered an average hotel, which is a prudent
assumption as more often than not our employees
stay in hostels when they travel;
Employee commuting emissions calculation was
based on statistical data considering the average
working days by country per FTE and the average
commuting pattern by country per FTE;
Food and beverages reported food consumed was
considered “regular” unless the data specified the
type of food (i.e. “snack”); and
Value inputs for waste, freight and purchased
consumables were extrapolated for November
and December based on data collected January
to October.
The hostel is powered entirely by solar panels installed
on the roof. On top of the recycling bins dotted around
the hostel, they’ve introduced technology that captures
shower water and reuses it as toilet water. Guests are
encouraged to use less water with simple changes like
push buttons on showers to stop unnecessary use,
reducing water consumption and saving energy.
St Christopher’s moved from an all-you-can-eat
breakfast buffet to a pre-payments ordering system to
reduce the amount of food waste left behind. In their
bar, Belushi’s, they’ve made 20% of the menu vegan
to curb the emissions created from food. They have
also partnered with a brewery to raise awareness of
rising sea levels and plastic pollution on Barcelona’s
busy beaches.
When visiting, hostellers can join their free walking
tours, rent a bike, support the local businesses they
promote and take part in their Love the Planet campaign
to be mindful of energy consumption and waste.
Meet
St Christopher’s Inn
Sitting at the top of the famous pedestrian-
only street, Las Ramblas, St Christopher’s
Inn Barcelona is renowned for their
innovative recycling initiatives.
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Sustainability
continued
The below table demonstrates the overall energy consumed in Kilowatt-hours (kWh) by the business and shows the
portion of this consumption that the UK corporate office has consumed on the overall total. This table is based on
the energy consumed in the purchase of electricity and gas for the corporate offices and does not include the
consumption of energy used for employee travel. 2023 and 2022 costs related to a low volume of energy usage
as the Group exited its UK lease space in favour of hot desk solutions for its employees driven by hybrid flexible
working arrangements.
2023
2022
2021
2020
2019
Energy usage – UK
1,700
6,423
36,296
192,434
177,365
Energy usage – Other Locations
66,200
110,324
189,412
247,721
323,587
Total Energy Usage
67,900
116,747
225,708
440,155
500,952
Proportion Consumed in UK
0.03%
5%
16%
44%
35%
Reporting Against 2022 Targets Set:
In 2022 we set out a number of targets and metrics that
we wanted to achieve set out as follows:
Obtain a funding climate action label, or similar,
awarded by a reputable third party annually, further
detail on page 59.
Maintain total scope 1 and scope 2 emissions below
30 tCO
2
e annually.
By 2026 ensure over 90% of our purchased
consumables will be with suppliers who are either
climate neutral or who have established their own
SBTI targets to be climate neutral by 2030.
In 2023 84% of our purchased consumables were
with suppliers who have established their own SBTi
targets and we are on track to deliver by 2026.
From 2023, ensure we take responsibility for the
emissions associated with all hostel conferences
and other large Hostelworld events by investing in
high-quality climate action projects.
We held two conferences in 2023 in Bogota,
Columbia and Copenhagen, Denmark. Investments
were made by Hostelworld to account for the
emissions impact from attending the conference
by Hostelworld employees and hostel delegates.
Invest in high-quality climate action projects for
100% of scope 1, scope 2 and scope 3 emissions
which cannot be eliminated annually, further detail
on pages 59 and 60.
A specific product and experiment roadmap
focused on sustainability annually. In H2 2023 –
(1) make available on our website a sustainability
framework that hostel partners can use (2) the ability
for customers to take responsibility for the carbon
emissions of their hostel stay, further detail on
page 65.
2024 KPIs and Targets:
In setting our 2024 KPIs and targets there are some
critical risk factors to take into account.
It is key to set targets for what we can control. As an
example, we can control the volume of time spent by
Hostelworld employees on sustainability initiatives
such as our
‘Staircase to Sustainability’
framework
and delivering a solution to allow our customers to
take responsibility for the emissions of their hostel
stay but we cannot control how many hostels or
customers engage with these each year. We firmly
believe that to set a target for the Group relating to
the volume of sustainability badges awarded on our
website would not facilitate the distribution of
sustainability badges in a responsible way. We are
reliant on hostels co-operation and to set a target
based on the volume of sustainability badges may
negatively impact the credibility of the badge. Our
focus for now is on education and encouraging
responsible behaviour at hostel level, and providing
transparent and useful information for our travellers.
Further detail on the
‘Staircase to Sustainability’
framework is included on page 65. Similarly, a
customers’ actual demand for ESG-oriented product
offerings may not realise as they might be more
expensive and less available than other options.
In addition, the availability and cost of non-carbon-
based energy sources and technologies may impact
our reduction strategies for our emissions and hinder
our ambition to get to Net Zero by 2040. There are
evolving regulatory requirements affecting ESG
standards and disclosures which may also impact how
we view our KPIs and targets moving into the future.
Keeping these factors in mind Hostelworld have set
the following metrics and targets:
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ADDITIONAL INFORMATION
Metric Description
Period
Applying
New or
Ongoing?
Target Set
Detail
Scope 1 and
Scope 2 Emissions
Scope 1 and 2
emissions as
calculated by
a reputable
third party.
Short-term
Ongoing
Obtain a funding
climate action label
from a reputable
third party annually.
Scope 1 and scope 2 emissions disclosed
on pages 59 to 62.
In 2021 we obtained our initial label from
South Pole. In our base year 2021 to
comply with SBTI requirements we were
required to reduce our scope 1 and 2
emissions by 42% from 2021 base year to
2030. We exceeded this target in 2022,
and in 2022 we set an annual target to
maintain scope 1 and scope 2 emissions,
below 30 tCO
2
e. Our target takes into
account future growth projections.
Where we cannot eliminate what remains,
we will make a verified climate investment
to take responsibility for the balance.
Climate badge
awarded in line
with SBTi criteria.
Short-term
Ongoing
Maintain total scope 1
and scope 2 emissions
below 30 tonnes
annually.
Scope 3 Emissions
Volume of scope 3
emissions as
calculated by
a third party.
Short-term
Ongoing
and new
In 2024 we will set
a target for scope 3
emissions that
is suitable for
our business.
Scope 3 emissions disclosed on pages 59
to 62. Absolute scope 3 emissions increase
as our business grows. We have not
previously set any targets for scope 3
emissions as they were outside of the
scope of SBTi requirements as we are a
small to medium enterprise. Nonetheless
our scope 3 emissions vastly exceed our
scope 1 and scope 2. In 2024 we will
review and set a scope 3 emissions target
that is suitable for our business.
In 2022 we set a target that over 90% of
our purchased consumables by 2026 will
be with suppliers who their own emission
reduction strategies with measured SBTI
targets. We will validate this through supplier
reviews where we obtain independent
verification from suppliers. In 2023 84%
of our suppliers met this target, and we
are on track for 2026.
Volume of purchased
consumables with
suppliers who have
their own SBTi
commitments.
Medium-term
Not yet
in place
By 2026 ensure over
90% of our purchased
consumables will be
with suppliers who are
either climate neutral or
who have established
their own SBTI targets
to be climate neutral
by 2030.
Total Emissions
Net Zero value
chain target
Long-term
Not yet in
place
To not contribute
any emissions from
our operations.
To achieve net zero value chain emissions
by 2040.
Our first steps on this journey was setting
reduction targets for scope 1 and scope 2
emissions, and in 2024 we will set a target
for scope 3. Another key milestone was
launching our
‘Staircase to Sustainability’
framework. In 2024 we will further enhance
our roadmap to net zero by 2040.
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Sustainability
continued
Metric Description
Period
Applying
New or
Ongoing?
Target Set
Detail
Investments in Climate Action Projects Required
Volume of
investments in
climate action projects
required to be made
by Hostelworld to
take responsibility
for the Groups
carbon emissions
Short-term
Ongoing
Investment in climate
action projects to take
responsibility for our
emissions which
cannot be eliminated
annually, and to take
responsibility for the
carbon emissions of
any hostel conferences
or other large
Hostelworld events.
Ensure any
investments are made
with a reputable third
party. Maintain this
target annually.
Annual target to make an investment in
climate action projects in order to take
responsibility for any remaining scope 1,
scope 2 and scope 3 emissions that we
cannot eliminate and to obtain evidence
that these are valid carbon reductions.
We took responsibility for 100% of our
ongoing 2023 emissions by making a
verified climate contribution in climate
action projects with South Pole. Further
detail on pages 59 and 60.
The cost of such investments in climate
action projects for our emissions and any
conferences are included in future
budgeting and forecasting.
Employee Engagement
Volume of employee
sustainability
engagements
Short-term
Ongoing
A specific employee
engagement initiative.
We have an annual target to engage with
employees on climate issues and sponsor
an employee sustainability initiative
each year.
Across 2023 we shared ESG newsletters
with our employees, our ESG Steering
Committee presented at townhalls, and our
employees had opportunities to volunteer
in sustainability initiatives including a canal
cleanup for World Earth day.
Sustainable Products
Volume of product
offerings and
experiments
Short-term
Ongoing
A specific product
and experiment
roadmap focused on
sustainability annually.
Target to either deliver a new sustainability
focussed product or enhance existing
features with sustainability, and to report
on work completed annually in our
annual report.
In 2023 we launched the following products
with further detail included on the next
page. Firstly, the ability for our customers
to take responsibility for the emissions
associated with their hostel stay in
partnership with Cloverly. Secondly our
‘Staircase to Sustainability’
roadmap with
hostels.
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‘Staircase to Sustainability’
Framework
Across 2023, Hostelworld global market teams and technology/development employees worked to develop a
framework to facilitate the documentation and assessment of hostels’ sustainability efforts.
Developed specifically for hostels, the
‘Staircase to Sustainability’
is a framework to help hostels review, compare
and communicate their sustainability efforts to customers and other stakeholders. The framework was developed
to make it easy to connect guests with hostels that share their care for the planet.
Built in line with the Global Sustainability Tourism Council (GSTC)’s criteria, the framework is divided into 4 pillars set
out below. Dependent on how they score, hostels will be awarded a badge based on their sustainability initiatives.
The framework will capture a hostel’s compliance with these criteria in a standardised low-cost way, appropriate
to the size and means of the small businesses in our category.
(1) Sustainability Management
(2) Socio-Economic
(3) Cultural
(4) Environmental
While the other pillars
focus on action, this
gives a structure to
manage and record
sustainability progress.
This pillar allows hostels
to manage activities and
achieve their goals.
People are at the heart
of hostels and supporting
them is the key to building
a better world. This pillar
covers processes and
policies that protect the
people, from employees and
guests to local communities
impacted. Aspects include
fair and equal employment
for decent work, supporting
activities in the wider
community and
local purchasing.
Discovering new cultures is
one of the best things about
travel. Ensuring hostels
protect and maintain
cultural heritage is vital,
together with understanding
the lifestyles of travellers.
This pillar explains how to
make sure you can manage
both in harmony and that all
interactions are respectful.
This pillar explores managing
the environmental impact a
hostel can have. The pillar
includes conserving energy
and water resources, reducing
pollution, managing waste
and wildlife conservation.
Partnership with Cloverly – Allowing Customers to take Responsibility for the Emissions of
their Hostel Stay
While hosteling is a sustainable travel choice, there are certain emissions that are hard to avoid. In December 2023,
we launched the ability for our customers to take responsibility for the emissions associated with their hostel stay,
in partnership with Cloverly. After they make a booking and checkout, our customers receive a follow-up email with
details of the calculated theoretical emissions associated with their stay, offering them the opportunity to invest in
a climate project that reduces an equivalent amount of carbon, directly with Cloverly.
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@piggyhostels
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67
OUR MISSION
OUR PURPOSE
OUR VISION
Help travellers find
people to hang out with
Inspiring adventurous
minds through travel
To shape people’s lives and attitudes
through travel and build a better world
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Our People and Culture
Employees per Location (as at 31 December 2023)
Total employees
223
Ireland
142
Portugal
40
UK
12
China
15
Australia
2
Germany
4
Spain
6
Italy
2
Since joining the team in September, I have
been really pleased to see how vibrant the
culture is. Hostelworld is a welcoming place for
everyone. The diversity of our people, coming
with a range of skills and backgrounds, plays
a pivotal role in our success and growth. I’m
pleased to have joined a business with people
that are clearly passionate about our mission
to help travellers find people to hang out with.”
Average age
37 years
Average length of service
4 years
No. of nationalities
30
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Breakdown of Gender Split across Executive Directors, Non-Executive Directors and
Executive Leadership Team (“ELT”)
Number
%
%
Male
Female
Total
Male
Female
Chairman and Executive Directors
2
1
3
66.7%
33.3%
Non-Executive Directors
2
1
3
66.7%
33.3%
Executive Leadership Team (Includes EDs)
6
1
7
85.7%
14.3%
Direct Reports ELT
14
17
31
45.2%
54.8%
Other Employees
104
81
185
56.2%
43.8%
We are supporters of the 30% Club Ireland and the ‘Balance for Better Business’ group, demonstrating our commitment
to achieving better gender balance, and making Hostelworld an even more diverse, equitable, and inclusive place
to work. The ‘Balance for Better Business’ review group was established in 2018 by then Taoiseach Leo Varadkar
to drive progress towards gender balance in business leadership in Ireland by setting targets to work towards over
a 5-year period. We have surpassed the ISEQ23 target set of 25% female representation at Board level, with a 33%
female composition on our Board. Female representation at our ELT level will grow in 2024 with the appointment of
our new Chief Product Officer.
Our Behaviours
Our employee mission is to foster a culture where everyone experiences personal growth and helps others achieve
it too. In early 2023, we reviewed and refined our behaviours to better align with this mission. Through consultation
and collaboration, we introduced “Grow Others” as a new behaviour to complement four other existing behaviours.
Our Five Behaviours
Grow Others
Master It
Collaborate
Adapt
Deliver
We fundamentally believe
that investing in growing
others benefits everyone,
whether it’s helping them
develop hard or soft
skills. We want learning
and growing to be part of
our DNA to help make us
a better team, together.
We are obsessed with
our area of expertise and
enjoy developing our
skills. We rarely take
things at face value; we
investigate, interrogate
and always look for ‘the
why,’ and wherever
possible, we use data to
find the best solution.
We are in it together; for
the tough stuff and the
celebrations too. To
achieve the best results,
we need expertise from
all areas of the
organisation, and we
wholeheartedly welcome
diverse thinking.
We work fluidly, adapting
to new information and
the evolving environment
while staying committed
to our goals. Innovation
and experimentation fuel
our projects and we’re
never afraid to pivot.
Our focus is always on
the end result; we value
outcomes over activity.
We collaborate to deliver
work at speed without
dropping any of our
other behaviours.
When showcased correctly and effectively, our behaviours help each of our team members thrive in their roles
and support our continued success as a business. Our behaviours continue to be embedded in our recruitment,
performance development and recognition processes. To provide guidance on how everyone can perform at their
best, both at individual and team level, our team members conduct peer assessments of one another, evaluating
each of the five behaviours as part of our performance development discussions.
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Our People and Culture
continued
Our Values
We have five company values that guide how we work
together and are an integral part of defining who we
are as a business and team. Our values have remained
unchanged and were instrumental in our ability to
embrace and overcome the challenges brought forth
by COVID-19.
Think Customer:
We put the customer first and we
are on their side in everything we do. We always
aim to delight and surprise, aim to anticipate and
fulfil their needs, and deepen our engagement at
every opportunity.
Building a Better World:
We use our collective energy
every day to promote understanding in our world by
enabling individual journeys of discovery, adventure
and meaning. We have made sustainability a central
pillar in our strategy. We value and promote equality,
respect and diversity to help inspire a better world.
Community Spirit:
We are the social network and the
social app. We bring people together from all over the
globe, inspiring energy, passion and curiosity. Our
unique community spirit empowers us to help build
collaboration, openness and honesty.
Be Bold, be Brave, be Adventurous:
We allow our
passion to drive our ambition. We encourage our
employees and our group strategic thinking to be
fearless. We embrace change as a path to success.
Keeping it Simple:
We use simplicity and smart
thinking to be agile and improve everything we do.
Culture and Engagement
We take pride in nurturing a positive and engaging
environment that cultivates a sense of community and
shared purpose, where everyone experiences personal
growth and helps others achieve it too.
Recognising the impact employee engagement has on
our culture, we continue to seek regular feedback from
our team members. In 2023, we reviewed our Have Your
Say engagement survey questions and reduced the
number of factors we survey across as well as the
number of questions asked. This was to ensure that the
survey remained focused on what matters to our people
and that the questions were easy to understand, making
it easier for our people to provide meaningful feedback.
82% of our team members completed our Have Your Say
engagement survey in August 2023, and we increased
our overall engagement score from 2022. Having our
team share their perspectives allows us to learn more
about what we are doing well and what we need to
improve on to best support our team members and make
Hostelworld a place we all love to work. The results
of the survey were shared company-wide and then
communicated in greater depth at functional and team
level. Actions were taken at a local and organisational
level to address any shortcomings highlighted by the
survey, with the overarching goal of enhancing
employee engagement, ensuring everyone feels they
are rewarded fairly for a job well done, and fostering
an environment where everyone has the support and
resources needed to thrive. How remuneration is set
for employees is set out on pages 120 and 121 within
the Remuneration Committee Report. We also expand
further on the learning and development supports
available to our employees on pages 73 and 74.
We continue to monitor and benchmark our attrition rate.
Our attrition rate, which was 19.4% in 2023, has shown
consistent improvement, decreasing year-on-year since
2022. This positive trend underscores our ongoing
efforts to enhance employee retention and engagement.
Diversity, Equity & Inclusion (“DE&I”)
In 2023, we continued to break down barriers, promote
collaboration, and actively seek diverse perspectives
as part of our DE&I offering. Grounded in a belief that
differences should be celebrated, we continue to foster
a culture where everyone feels welcomed, respected,
and valued for their unique contributions, while also
acknowledging that some of our team members may
require different resources or supports to achieve
equal opportunities.
We continued to deliver our commitment to DE&I across
four key pillars:
1.
Internal Change:
ensuring that we are representative
of the diverse society we live in and that our culture
is inclusive and provides equal opportunities for all.
2.
Education:
creating a culture of learning about
differences and understanding the issues that
many groups face in society and the workplace.
3.
Celebrate Differences:
ensuring we foster a
workplace where our differences are celebrated
and employees feel comfortable sharing their
unique perspectives.
4.
External Change:
where possible, ensuring all
Hostelworld’s externally focused activities reflect
the diverse society we live and operate in.
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Silver Accreditation with Investors in Diversity
One of our key achievements in 2023 was being awarded the
Silver Accreditation by Investors in Diversity. This accolade
recognises our commitment to diversity and inclusion practices.
Building on our award of the Bronze Accreditation, the Silver Accreditation is based on feedback from our
team members and their firsthand experiences of the culture within Hostelworld. Our team members were
surveyed across 4 pillars: Diverse & Inclusive Leadership; Policy, Practice & Process; Recruitment, Retention
& Progression and Recording & Monitoring and 86% of our team members participated. The results of the
survey were cascaded throughout the company and helped shape the DE&I action plan for 2024.
International Women’s Day
We celebrated International Women’s Day with a suite
of events and learning opportunities for all our team
members. We ran an email mini-series on Imposter
Syndrome, held an online Confidence-Building Workshop
and hosted an in-person panel discussion on challenging
the idea of embracing equity in partnership with Rise
Up Women.
Pride Month
To celebrate Pride Month, we partnered with Shout Out,
a charity organisation that aims to improve the lives of
LGBTQIA+ people by delivering educational workshops
to schools and workplaces in Ireland. Shout Out hosted
an in-person workshop on how to be an ally with the
LGBTQIA+ community, as well as an online workshop on
Trans & Non-Binary people. Our team members were
encouraged to volunteer with Shout Out or similar
charity organisations in their location. Our partnership
also meant some team members had the opportunity
to march with Shout Out in the Dublin Pride parade.
In 2023 we were also acknowledged as an official
supporter of the UN Standards of Conduct for Business
Tackling Discrimination against LGBTQIA+ People.
Education
Designed to empower our team members with the
knowledge and skills necessary to foster a truly
inclusive workplace culture, in 2023 we developed and
implemented mandatory DE&I training. The two courses
that all our team members must complete are DE&I at
Hostelworld and Dignity & Respect at Hostelworld. All
people managers and senior/executive leaders must
also attend Inclusive Leadership Training. These training
modules play a vital role in equipping our team with
the necessary tools and insights to drive meaningful
change, unlock collective potential, drive innovation,
and create a workplace where everyone feels valued
and empowered.
As part of educating our team members and keeping
them informed, we share engaging email mini-series or
factsheets celebrating important dates and providing
insightful and topical information to better educate
everyone e.g. World Menopause Day and Black History
Month. We also share quarterly updates in our ESG
newsletter and frequently share updates from our ESG
Steering Committee in our Townhalls. We also hosted
a number of fireside chats, webinars and workshops,
both in person and online, to further educate our team
members. Some notable call-outs include “Building a
Modern Leadership Profile” with The 30% Club,
“Exploring Neurodiversity” with Neurodiversity Ireland
and “Living with a Visual Impairment” with Vision Ireland.
Showcasing our DE&I offering is important, especially
for candidates in our recruitment process or future
pipeline. To highlight what DE&I means in Hostelworld,
we created a video featuring some of our team members
sharing their own positive experiences of DE&I in action
in Hostelworld.
Inclusive and Progressive Policies
To create a truly inclusive working environment we
introduced three new policies that accommodate the
different life situations faced by our team members.
Our Fertility Leave policy’s purpose is to support our
team members through the emotional and physical
challenges that may arise from undergoing fertility
treatment. As part of our policy and not dependent on
length of service, we offer:
Up to 5 days paid leave per cycle of IUI, IVF, egg/
embryo donation, for up to 3 cycles in total.
Up to 2 days paid leave per cycle sperm/egg freezing
via surgical procedure, for up to 3 cycles in total.
Up to 2 days paid leave per cycle of treatment for
team members supporting a partner or surrogate
receiving fertility treatment, for up to 3 cycles in total.
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Our People and Culture
continued
We also introduced our Surrogacy Leave policy to
evolve our offering in supporting our team members
no matter how they choose to add to their family.
We offer company-paid surrogacy leave for employees
with 1 year’s continuous service (unless a different
entitlement exists based on legislation in the employee’s
location). The length of Surrogacy Leave mirrors
Maternity or Adoption leave based on their location
as well.
We also launched our Menopause at Work policy
which details all supports and adjustments available
for anyone experiencing menopause. This includes
agile working arrangements and our financial support
to team members wishing to get specialist guidance
and medical care, as well as the procedure for availing
of any such supports. To support the launch of the
policy, we created a short email mini-series helping
our team members understand how menopause may
affect individuals differently as well as empowering
our team members to feel comfortable discussing
menopause openly.
We also reviewed our Disciplinary policy (Ireland & UK),
Parental Leave policy, Adoptive Leave policy and
Learning & Development policy with a DE&I lens to
ensure they remain fair, inclusive and meet the evolving
needs of our team members and stakeholders.
Employee Wellbeing
To help our team members flourish and reach their
full potential, we continue to champion and support
employee wellbeing. We continue to deliver our
commitment to Employee Wellbeing across four
key pillars:
1.
Physical:
promoting a healthy and balanced lifestyle.
2.
Mental:
promoting a healthy mindset in order
to become resilient against life’s stresses
and challenges.
3.
Financial:
providing the resources that allow
individuals to manage their money and make smart
financial decisions to plan for the future.
4.
Social:
creating a culture of social inclusion and
social belonging.
Employee Assistance Programme (“EAP”)
In 2023, we introduced a new employee assistance
programme (“EAP”) provider that offers global support
across all of our locations. Our EAP is a free, confidential
counselling and wellbeing support that provides
consultations, information and resources, connections
to community agencies and supports, and referrals to
counselling related to work, personal life, health, family
and relationships, or financial worries. Our EAP is a
service that is available 24/7, 365 days per year.
Mental Health Champions
We continue to promote our mental health champions,
who act as a confidential and accessible first port of
call for any individuals who may be suffering from
mental health difficulties. Our mental health champions
completed upskilling training in 2023 to ensure that
they have the supports required to continue to
provide mental health support and crisis intervention
to those who need it. Our mental health champions
continue to make themselves available to all, to listen
compassionately and respectfully and, when necessary,
guide team members towards professional services,
such as our employee assistance programme.
Wellbeing Supports
To support our team members with their physical, mental
and financial wellbeing, we offered specific webinars
and workshops throughout the year. Some of the topics
covered included “Women’s Health in the Workplace”,
“Employee Mental Wellness in the Post-Pandemic Era”,
“Managing Energy for Better Workplace Performance”,
“Men’s General Health”, “Positive Mental Health” and
“SAD Awareness”.
We continue to offer three Wellbeing Days per year
to our team members in addition to their annual leave
entitlement, recognising that there are times when
everyone needs some headspace to disconnect, relax
and recharge themselves.
Charity Giving & Volunteering
Charity Partnership
To have a more impactful and meaningful charity
partnership, our ESG Steering Committee agreed to
focus our efforts on a STEM initiative. This focused
collaboration enables us to build a stronger
understanding of the charity’s mission and needs and
fosters a more impactful and effective relationship.
Teen-Turn was selected as our partner and is a
charity based in Ireland that helps teenage girls from
underserved backgrounds gain experience working
in STEM with the aim of leading more women into
tech-focused qualifications and careers. Through their
Teen-Turnships (like internships) students are shown
the vast variety of career options available to them in
STEM, before they make course choices that could
determine their future careers. Teen-Turn internships
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commenced in summer 2023, with four students
carrying out a 2-week placement across various
Hostelworld teams. Their experience at Hostelworld
can significantly influence their career thoughts and
ambitions and has the potential to positively alter the
trajectory of their future.
Volunteering
We continue to offer volunteering days as part of our
volunteering Leave policy, allowing 5 paid days per
year to volunteer with recognised charities, causes, or
not-for-profit organisations. Our team members can
choose a cause that is important to them, or they can
join our company’s organised volunteer day, making a
positive difference in their local communities. Some of
the charity events and initiatives our team members
availed of volunteering days for included the Clash of
the Companies event, volunteering at Ronald McDonald
House and a canal clean-up for Earth Day, showing
our team members are passionate about making a
difference and building a better world.
World Tourism Day
In celebration of World Tourism Day, our team members
were asked to pitch a destination they would love to
visit, where they could build a better world by doing so.
We received some fantastic submissions, which were
then reviewed by a sub-group of our ESG Steering
Committee. One employee was chosen as the winner
and will be supported by Hostelworld during their time
volunteering in an orphanage in Sri Lanka in 2024.
Humanitarian Donations
Saddened by the crisis in the Middle East, we supported
our team members who donated to humanitarian efforts
in the region. Our team members donated generously,
and we matched 100% of all donations. In addition
100% of all revenue collected from hostel bookings for
Ukraine in 2023 was matched by the Company and
donated to the United Nations.
Agile & Hybrid Working
We maintained our commitment to an agile hybrid
approach to working in 2023. Our team members are
encouraged to take a flexible approach to how, when
and where they work to get the right balance of
work-life blend.
Open Communication
A crucial element to working successfully in an agile,
hybrid way is ensuring there is frequent, open and
transparent communication. We continue to host
bi-weekly virtual townhalls, where everyone is kept up
to date on business performance, individuals and teams
can share key priorities and celebrate achievements
across the business. Our townhalls also provide our
team members with the opportunity to share their
thoughts and pose questions to our ELT through our
open question forum.
We see true value in having open, two-way
communication between our Board and those working
within the business. Éimear Moloney and Evan Cohen,
two of our Non-Executive Directors each hosted an
Employee Engagement Forum in 2024. The purpose of
this is to help our Board better understand the views of
the Group’s employees, manage effective engagement
between the Board and the employees, and to ensure
that the views of employees are taken into account in
the decision-making processes of the Board.
Cultivating a Culture of Continuous Learning
2023 has seen the reinforcement of a culture where
every team member is empowered to thrive and
“Grow Others”. Upholding our values of inclusivity and
innovation, we’ve strived to create an environment
that fosters individual and collective excellence.
We invested in a new learning technology which
empowers all team members to design and complete
personalised eLearning modules with interactive
and relevant content. We also introduced new
learning content providers to further diversify our
learning resources.
We completed our annual learning needs analysis in
2023 also; the findings of this process enabled the
selection, design, and prioritisation of core in-person
and virtual training modules that are accessible to all
team members.
We relaunched an enhanced internal Mentoring
Programme, placing emphasis on the power of peer
support and learning through one another under our
Grow Others behaviour. Fifteen mentees found valuable
guidance through pairing with mentors from diverse
backgrounds, fostering a collaborative environment
that not only addresses short-term goals but also
aligns with our dedication to nurturing long-term
professional growth.
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Additionally, we supported the inclusion of four team
members in the Irish Management Institute’s external
Mentoring Programme; a strategic initiative focused on
creating a cross-company, cross-sector mentor network,
connecting experienced leaders with mid-career high
potential individuals, emphasising both professional
and personal development.
Throughout 2023, our People Manager Effectiveness
Programme continued to shape leaders at all levels.
Core modules, including Situational Leadership, Insights
Discovery, and Inclusive Leadership, equipped our
leaders with essential skills. Complementary elective
workshops on performance development and coaching,
conducted both internally and through external
partnerships, ensured our people managers were
provided with the necessary tools for effective
leadership throughout the year.
Recognising the unique needs of our senior team
members, we launched an external executive coaching
programme with a number of key talents engaged in
personalised personal and professional coaching
sessions, providing them with the tailored support they
need to reach their full potential.
As we conclude 2023, the journey of continuous learning
at Hostelworld continues to evolve, driven by feedback,
innovation, and a commitment to ensuring every team
member has access to the tools and opportunities
needed to grow and excel in their Hostelworld journey.
Bay McCabe
Barry McCabe
Chief People Officer
20 March 2024
Our People and Culture
continued
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Section 172 – Statement of Compliance –
S172 (1) of the Companies Act, 2006
Maintaining Strong Relationships with our Stakeholders
The Directors must act in accordance with a set of general duties which include a duty under Section 172(1) of the
UK Companies Act 2006 to promote the success of the Company. In so doing, the Directors are required to have
regard to certain stakeholders and to:
the likely consequences of any decisions in the long-term;
the interests of the Group’s employees;
the need to foster the Group’s business relationships with suppliers, customers and others;
the impact of the Group’s operations on the community and environment;
the desirability of the Group maintaining a reputation for high standards of business conduct; and
the need to act fairly between shareholders.
Throughout the reporting term, the Board of Directors has continued to promote the success of the Company having
regard to the matters set out in Section 172(1) of the UK Companies Act 2006.
Transparent Engagement
The Company aims to have transparent two-way relationships with the following six key stakeholder groups. By
considering their perspectives and views, the Company seeks to ensure that business decisions are balanced and
fully informed.
Generator, Denmark, Copenhagen
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Section 172 – Statement of Compliance –
S172 (1) of the Companies Act, 2006
continued
Our People
Why we
engage
Regular and meaningful engagement with our people increases motivation and drives high performance
across the entire business. With significant input from our staff, we aim to co-create an inclusive
culture where diversity is valued and different perspectives contribute to rounded decision making.
How the
Company
engages
Workforce engagement surveys are the primary means for gathering an understanding of the
employee experience in Hostelworld
Consistent performance management, embedded recognition and reward programmes
Bi-weekly virtual townhalls for all our people where the CEO updates on trading, the Chief People
Officer updates on workforce welfare initiatives, and the Executive Leadership Team facilitate an
open forum question and answer session
How the Board
considers
our people’s
interests
Workforce engagement forums attended by both Éimear Moloney and Evan Cohen in their capacity
as the Non-Executive Director with responsibility for workforce engagement with the details and
themes of these discussions shared and discussed with the Board
Virtual fireside chat with the Chairman in June 2023 attended by a large number of our people
A ‘People and Organisation/Culture’ update provided by the Chief People Officer (or his delegate) is
a standing agenda item at each scheduled Board meeting with the results of the Group’s workforce
engagement surveys reviewed, and Board oversight provided on progress on all employee
wellbeing programmes and culture related initiatives
Attendance of Executive Leadership Team members at the majority of scheduled Board meetings
What our
people told
us was
important
to them
Rewarding careers and continuous learning and development
Compensation and benefits
Refinancing of the Group’s debt and the Group moving beyond the ‘COVID-19’ era
Continuing our progress on diversity, equity and inclusion initiatives
Investing internal resources in our sustainability and ESG strategy
Maintaining and enhancing the Group’s culture
Clear and frequent communication
Measurement
Employee survey results and response rates
Employee turnover data and exit interview themes
Feedback from the Workforce Engagement Forum Non-Executive Director
The number of complaints made by our people under the Group’s Disciplinary and Grievance policy
Issues reported under the Group’s anonymous Whistleblowing service
Outcome of
engagement
The Board strongly supported an average salary increase for 2023 of 4.9% for people below Executive
Director and Executive Leadership Team level
Significantly enhanced learning and development programme delivered including a dedicated
learning platform and a new mentoring programme
Workforce wellbeing survey completed and reviewed by the Board, and a programme focused on
supporting mental health implemented
Monthly people update emails to keep employees updated on what is happening in Hostelworld
(including DE&I and ESG updates)
Silver Accreditation achieved with ‘Investors in Diversity’ (please see page 71 for further details)
Employee celebrations for Pride and International Women’s Day
Employee recognition programme and High Flyer awards each quarter
Employees took part in a STEM focused charity initiative with Teen-Turn and availed of 743
volunteering hours in total across the year
Focus on implementation of our ESG strategy, including development of the
‘Staircase to
Sustainability’
framework for our hostel partners and, in partnership with Cloverly, launching the
ability for our customers to take responsibility for their accommodation-based emissions
Continuous Board oversight of the Group’s culture at Board meetings throughout 2023
77
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GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Customers
Why we
engage
Engaging with and acting in the interests of our traveller customers is critical to the long-term growth
and success of the business. Accordingly, it is vital that we engage with our customers to make sure we
are providing them with competitively priced products and services they need in a way that establishes
and maintains loyalty to the Hostelworld brand.
How the
Company
engages
Automatic surveys are sent to customers at critical stages of their booking journey to ensure
we get their feedback and understand any problems they may have experienced
Social media platforms including TikTok and Instagram
All significant customer support tickets and feedback submissions are reviewed by senior
managers to ensure issues are actioned effectively
Virtual user interviews and surveys sent to customers to evaluate new product concepts
New feedback collection platform established where customers are invited to suggest
product improvements
A dedicated customer support team
How the Board
considers
customer
interests
Updates at each scheduled Board meeting on alignment between the Group’s product and
technology strategy and customer requirements and trends
Review of the results of surveys and engagements with customers and customer complaint
resolution KPI results
Board support for the investment in innovative product and technology projects designed to make
it easier for customers to use the Group’s social features
Updates provided by the Chief Financial Officer in her capacity as Chair of the ESG Steering Committee
at each scheduled Board ensure customer insights on sustainability are clearly understood
Review and oversight of the Group’s platform modernisation programme to ensure the payments
infrastructure is improved
What our
Customers
told us was
important
to them
Continuous improvement of the Group’s booking platform and social features
Clarity in the payments process regarding differences in approach from hostel partners in terms
of charging and cancellation policies
Socially and environmentally responsible purchasing options
Being able to meet like-minded people while they are travelling
Responsive customer support when it’s needed
Measurement
Questionnaires and surveys
Reservations made and measurement of number of bookings commenced but not completed
during the booking process
Hostelworld market share
Engagement rate of Hostelworld social media channels with customers
Implementation of personal data deletion requests received from customers in accordance with
GDPR obligations
Resolution of customer complaints within specified timeframes
Investment spend
Outcome of
engagement
Incorporation in technology roadmap of product and social feature enhancements
Launch of Linkups (including sustainability focused Linkups) to allow our customers to come together
Redesign and modernisation of payments infrastructure to enhance the customer payments experience
Increased Trust Pilot scores in 2023 through investment in the Group’s customer support offering
Partnership with Cloverly to allow customers to take responsibility for their accomodation-
based emissions
Customer service that meets the needs of customers
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Section 172 – Statement of Compliance –
S172 (1) of the Companies Act, 2006
continued
Hostel Partners
Why we
engage
Without hostel partners the Group simply doesn’t exist. Maintaining a trusted relationship with our
hostel partners is critical to the long-term success of Hostelworld and allows the Group to provide its
customers with access to thousands of hostels across the world.
How the
Company
engages
Regular performance review meetings with hostel partners
Increased in-country presence of hostel focused market managers in India and Japan
Hostel conferences held in Bogota in September 2023 and Copenhagen in October 2023
attended by the CEO and Chief Supply Officer
Regional hostel partner events and in-market visits
Approximately 15 webinars for hostel partners hosted in 2023 (approximately 500 hostels
represented) with interactive question and answer sessions and follow up surveys
Key focus on working with hostel partners to align the Group’s product strategy roadmap with
hostel partners requests for product enhancements and innovation initiatives
How the Board
considers
hostel
partners’
interests
The Chief Supply Officer provides the Board with a detailed update on hostel inventory supply matters
and projects related to hostel partners as a standing agenda item at each scheduled Board meeting
The Board received regular updates on the key strategic initiative of increasing in-country presence
and market visits by members of the Group’s Global Markets Team
Board review of reports from the CEO and Chief Supply Officer from hostel conferences in
Copenhagen and Bogota
The CEO conducted weekly operational meetings with the Chief Supply Officer and his leadership
team to assess performance against key hostel partner operational KPIs
Board oversight and approval of the Group’s sustainability and ESG strategic roadmap which
focused on implementing the
‘Staircase to Sustainability’
framework for hostel partners
Audit Committee review of the procedures in place to safeguard both the Group and hostel partners
from fraud
What our
Hostel Partners
told us was
important
to them
Growth opportunities and product strategy alignment
Being treated fairly from a commercial perspective
Continued support from Hostelworld on their sustainability journeys and promotion of hostelling as
a sustainable solution for the environmentally conscious customer
Investment in the Group’s platform modernisation programme to deliver improved features and tools
for hostel partners
Booking management improvements to digitise and automate manual tasks for hostels
Investment of the Group’s Counter SaaS based property management system to enhance its resilience
Measurement
Hostel partner inventory growth and new activations
Net competitiveness score
Questionnaires and surveys
Counter PMS downtime data
Contractual disputes
Outcome of
engagement
Expanded range of promotions and campaigns designed to deliver increased bookings for both the
Group and hostel partners
Redesign of the hostel sign-up process to simplify and enhance the hostel sign-up experience
Refactoring of Counter as a hostel-focused property management system with reduced Counter
downtime over 2023
Ongoing assessment and alignment of the Group’s technology roadmap with key hostel partner
product enhancement requests
Implementation of the Group’s
‘Staircase to Sustainability’
framework for hostel partners (see page 65
for further details) and 2nd edition Bureau Veritas report published, validating that hostels are a more
sustainable option compared to hotels
Two ESG focused awards within our Hoscar programme, and a new 2023 series hostel
‘sustainability stories’ to showcase the hostels that embody our ESG principles
No contractual disputes with hostel partners during the reporting period
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Shareholders
Why we
engage
Our shareholders own the business. Having a clear understanding of our strategy and financial and
operational performance helps ensure they can fully assess the value of their investment in the Company.
How the
Company
engages
Regular engagement between key investors and Chief Executive Officer and Chief Financial Officer
through investor relations programme of events
Participation in investor conferences such as the Goodbody Equity Conference in November 2023
Annual and interim results presentations
Regular trading updates on regulatory platforms
How the Board
considers
shareholders’
interests
The Board’s primary contact with shareholders is through the Chief Executive Officer and Chief
Financial Officer, who are in regular contact with shareholders with the support of the Group’s Head
of Investor Relations (the Chairman and other members of the Board are available to meet with
shareholders as requested)
The Chairman regularly meets with major shareholders to understand their views on performance
against strategy and governance
The Board is provided with investor relations reports by the Chief Financial Officer at each scheduled
Board meeting
Investor feedback is collated after each roadshow and trading update and provided to the Board
Presentation to the Board by Goodbody and Numis Securities in May 2023 on investor views on
the Company and action plan agreed to broaden the Company’s prospective shareholder base
Carl G. Shepherd, the Senior Independent Director and Chairman of the Remuneration Committee,
engaged directly with shareholders on executive remuneration, as further described on page 133,
and updated the Board on their views
Attendance at the Annual General Meeting in May 2023, including responding to questions
from shareholders
What
Shareholders
told us was
important
Execution of the Group’s strategy and delivery against financial targets
Share price performance
Executive and workforce remuneration
ESG and sustainability reporting
Talent management and succession planning
Capital allocation policy
Diversity, equity and inclusion and demonstrating societal commitment
Measurement
Financial performance
Changes in investor shareholdings
The Company’s share price performance
AGM voting outcomes
Outcome of
engagement
Strong shareholder support and approval of 2023 AGM resolutions (no shareholder votes with less
than 80% support)
New investors joined the share register
Strong support indicated for the new Remuneration Policy proposals following consultation
with shareholders
Refinancing of legacy COVID-19 debt with a new AIB facility in May 2023
Engagement with shareholders throughout 2023 on performance against the Group’s financial
and strategic KPIs
Continued development of the Group’s sustainability and ESG strategy as set out on pages 45 to 65
Ongoing succession planning for Board and Executive Leadership Team and identifying future senior
leaders of the business
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Hostelworld Annual Report 2023
Lender (Allied Irish Banks, plc)
Why we
engage
We used the capital from the debt transaction completed with Allied Irish Banks, plc (“AIB”) in May 2023
to refinance existing debt with HPS Partners, LLC on improved commercial terms. We believe that active
involvement and interaction with AIB enhances and builds trust and promotes an effective long-term
relationship between AIB and the Group.
How the
Company
engages
Regular financial reporting and covenant compliance reporting documents
Regular contact and quarterly meetings regarding the on-going performance of the Group
Discussions regarding the use of the debt facilities and utilisation
Discussions regarding the on-going synergies between sustainability objectives of both AIB
and Hostelworld
How the Board
considers AIB’s
interests
Covenant compliance ratios and AIB debt balances are reported to the Board through updates from
the Chief Financial Officer
The Chief Financial Officer maintains an executive relationship with the senior AIB account manager
and oversees covenant compliance and general AIB reporting on a quarterly basis
What AIB
told us was
important
Financial performance of the Group and transparent compliance reporting
Trust and confidence between AIB and the Group to ensure a mutually beneficial long-term relationship
The Group’s approach to sustainability
Measurement
Covenant compliance ratios
Financial performance data
Sustainability performance data
Outcome of
engagement
Effective and transparent processes to demonstrate the Group’s covenant compliance
AIB understand the Group’s financial performance
AIB understand the Group’s strategy and possible future capital requirements
Common sustainability goals understood and on-going discussions to leverage these aligned goals
Section 172 – Statement of Compliance –
S172 (1) of the Companies Act, 2006
continued
81
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Society
Why we
engage
By supporting diversity, equity and inclusion in our business, implementing our sustainability and ESG
strategic objectives, and running our business in a conscientious and compliant manner that respects
the rights of our staff, stakeholders and partners in society, we can help build a more inclusive society
and create value for our societal partners.
How the
Company
engages
Our ESG strategy captures the Company’s environmental and social impact
Paid volunteering days are provided to employees to allow our people support their local
communities and charity initiatives
Ensuring our surveys with our stakeholders include questions on ESG, sustainability and our role in
the community
How the Board
considers
these interests
Board oversight of the Group’s ongoing implementation of its sustainability and ESG programme,
and review of compliance of the Group’s TCFD reporting requirements
Chief Financial Officer is Chairperson of the ESG Steering Committee and updates the Board at
each scheduled Board meeting on progress against ESG KPIs
Audit Committee monitoring of compliance and integrity of TCFD disclosures and Board oversight
of broader sustainability reporting within the Annual Report
Board oversight of the ongoing programme to ensure diversity and inclusion are key parts of the
Group’s culture
Benchmarking of employee salaries to ensure fair and equitable compensation
Remuneration Committee consideration of executive compensation and how it aligns with pay
practices for other staff
What
Community
Stakeholders
told us was
important
Diversity, equity and inclusion
Continuing to play our part in promoting fairness in society by paying people appropriately
The environmental impact of our business
Measurement
Carbon emissions (see performance against KPIs on pages 59 to 64)
TCFD reporting (see detail on pages 48 to 65)
Charitable contributions that the Company and our people make, and number of wellbeing days
taken by staff
Alignment between executive compensation and pay practices for all other staff
Outcome of
engagement
Progress made on our
‘Staircase to Sustainability’
framework, detailed in the Sustainability Report
on page 65
Offered three wellbeing days a year to all employees, with 743 volunteering hours availed of in 2023
on charitable initiatives
Partnered with charities and not-for-profit organisations with a particular emphasis on charities that
supported STEM initiatives
100% of all Ukrainian bookings made in 2023 were matched by the Company and donated to the
United Nations
Committed to reach net-zero carbon by 2040 by becoming a signatory to the Climate Pledge
Awarded in 2023 with South Pole’s label ‘Funding Climate Action’
Investment in training in diversity, equity and inclusion
Silver Accreditation achieved with Investors in Diversity (see details on page 71)
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Hostelworld Annual Report 2023
Board Decision Making In Practice from a Section 172(1) Perspective
The Board considers principal decisions to be those decisions which involve significant long-term implications and
consequences for the Company and/or its stakeholders. The following table sets out examples of some of the Board’s
principal decisions taken during 2023 and how the Directors took stakeholder views into account in accordance with
their duties under Section 172(1) of the Companies Act 2006.
Growth Strategy
Principal Stakeholders: Shareholders and Customers
S.172 considerations:
Long-term consequences and relationship with Customers
The Board recognises the need for the business to continue to develop and implement a strategy that differentiates the
Group from conventional OTA competitors and positions the Group for optimum financial performance over the longer
term. During the reporting period the Board provided continuous oversight and approval of the evolution of our strategy,
and approved investments in the following key areas:
Growing our social customers by launching new product features and enhancing related paid marketing strategies
Re-architecting of social chat features and expansion of the ‘Linkups’ platform by increasing hostel hosted events
inventory and enabling event reviews and filtering
Reducing our customer acquisition costs through enhanced language translations on our booking platform, growing
market coverage and optimising our sort order algorithm
Shareholder and customer feedback during the year reaffirmed the need for ongoing investment and focus on our social
strategy was essential to firmly establish social products and features as part of the Group’s long-term business model.
The Board considered the interests and expectations of shareholders and customers and agreed that their interests
would be benefited by approving the necessary strategy iterations and required investments.
New Remuneration Policy
Principal Stakeholders: Shareholders and Workforce
S.172 considerations:
Long-term consequences
Shareholders are being asked to approve a new Directors’ Remuneration Policy at the AGM in May 2024. The Remuneration
Committee decided to substantively replicate the previous remuneration policy with two important exceptions.
Firstly, the Remuneration Committee has decided to propose reverting to performance based LTIP awards with three-year
performance targets given there is now a greater degree of stability in the business and the Remuneration Committee have
better visibility over potential future performance levels. In making its assessment the Remuneration Committee noted
the feedback received from shareholders as part of the related consultation exercise that it was appropriate to reinstate
performance based LTIP awards following the post-pandemic return of the Group to profitability.
Secondly, the Remuneration Committee is proposing an increase in the maximum opportunity under the annual cash bonus
scheme for the CEO from 100% to 125% of basic salary to ensure the CEO is competitively paid and appropriately incentivised
in a manner that aligns with shareholder interests. In making its assessment the Remuneration Committee noted the long-term
risks to the business and to shareholder value if retention risks relating to the CEO were not properly addressed at a
time when the business was continuing to execute its post-pandemic growth strategy. As part of its considerations, the
Remuneration Committee noted that the majority of Hostelworld’s major shareholders, who the Remuneration Committee
Chairman had consulted with directly, understood and accepted the retention and incentivisation rationale for the proposal.
Further details in respect of the rationale for the policy proposals are set out in the Chairman of the Remuneration Committee’s
Annual Statement (‘Executive Remuneration in 2023’) on pages 118 to 122.
Section 172 – Statement of Compliance –
S.172 (1) of the Companies Act, 2006
continued
83
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Debt Refinancing
Principal Stakeholders: Shareholders and Workforce
S.172 considerations:
Long-term consequences and interest of Employees
In May 2023 the Board approved the terms of a €20 million three-year term loan facility with Allied Irish Banks, plc for
legacy debt refinancing purposes and to strengthen the Group’s balance sheet position. The Board considered the likely
consequences of the decision to complete the transaction in the long-term and agreed that securing the loan facility, with
materially lower interest costs, would support the Group’s ability to execute against its key longer term strategic objectives
and represented a strong endorsement of the Group’s post-pandemic trading performance. As part of its considerations,
the Board further agreed that the completion of the transaction would demonstrate to shareholders, our people and hostel
partners that the Group was now consolidating the firm post-pandemic growth foundations it had built, and ensure
confidence in the long-term stability of Hostelworld as a successful travel business, employer, and key strategic partner
for hostels.
Sustainability Strategy
Principal Stakeholders: Our People, Hostel Partners and Society
S.172 considerations:
Long-term consequences, impact of the Group’s operations on the community and environment
The Board is committed to the Company’s long-term stability and to playing its part in driving positive change in this critical
area. During the reporting period the Board provided on-going oversight and assessed proposals (and approved related
budget expense) in connection with the implementation of our sustainability strategy in the following key areas:
Publishing of 2
nd
edition of Bureau Veritas report validating that hostels are a more sustainable option to hotels
Awarded Silver Investors in Diversity accreditation in accordance with targets previously set by the Nomination Committee
Became a signatory to the Climate Pledge
Launched the ability for our customers to to take responsibility for their accomodation-based emissions in partnership
with Cloverly
Developed our
‘Staircase to Sustainability’
framework, in line with Global Sustainable Tourism Council (“GSTC”) requirements
As part of its considerations, the Board noted the consistent feedback from key stakeholders during the year on the
importance of implementing our sustainability strategy effectively and agreed that failure to do so would be harmful to
society, put at risk the long-term stability of Hostelworld and significantly affect its brand and reputation.
Capital Allocation Policy
Principal Stakeholders: Shareholders and Workforce
S.172 considerations:
Long-term consequences
The issue of returning value to shareholders and assessing the appropriate time to make dividend payments was a key
issue considered by the Board during 2023. From consistent feedback received from shareholders since the initial stock
exchange listing of the Company, the Board is acutely aware of the importance of returning value to shareholders. From
a different perspective, feedback received from our people confirmed the importance of the Group moving beyond the
‘COVID-19’ era and for the Group to re
-establish firm financial foundations to underpin immediate and longer-term strategy
execution. The Board is, accordingly, aware that there are various competing factors which need to be considered
including the strength of the Group’s liquidity position and need to exercise caution as the Group continues to implement
its post-pandemic growth journey. Following its assessment of this issue, and after balancing the interests and views of
shareholders and other stakeholders with the need to ensure a firm financial foundation for the execution of the Group’s
strategy, the Board confirmed that the payment of dividends would not currently be in the best interests of the business.
Czech Inn, Prague, Czech Republic
Governance
86
Directors’ Biographies
89
Corporate Governance Report
102
Nomination Committee Report
110
Audit Committee Report
118
Remuneration Committee Report
145
Directors’ Report
153
Independent Auditor’s Report to the
Members of Hostelworld Group PLC
86
Governance
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Hostelworld Annual Report 2023
Directors’ Biographies
Michael Cawley
N
C
R
Non-Executive Chairman
INDEPENDENT
Yes
(1)
APPOINTED
14 October 2015
BOARD TENURE
8 years 5 months
SKILLS &
EXPERTISE
Significant industry experience in the airline, motor, betting and gaming, and construction sectors,
including significant leadership experience as a Non-Executive Director of other companies.
EXPERIENCE
Former Deputy Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Commercial
Director of Ryanair and the former Group Finance Director of Gowan Group Limited.
KEY EXTERNAL
APPOINTMENTS
Ryanair Holdings plc, Ryanair Designated Activity Company, Kingspan Group plc
(2)
, Prepaypower Group
Holdings Limited, GMS Professional Imaging Limited, Gowan Group Limited, Mazine Limited, Meadowbrook
Heights Unlimited, Winthrop Technologies Limited and Winthrop Technologies Holdings Limited.
Gary Morrison
D
C
Chief Executive Officer
INDEPENDENT
No
APPOINTED
11 June 2018
BOARD TENURE
5 years 9 months
SKILLS &
EXPERTISE
Deep knowledge of the online travel industry, and significant experience in technology
and telecommunications.
EXPERIENCE
Former Senior Vice President and Head of Retail for Expedia, former Director of Despegar (NYSE DESP),
AirAsiaExpedia and Voyages SNCF. Former Head of Global Sales Operations for Google’s Online Sales
Channel and Motorola as VP and Head of Product management for Motorola’s Smartphone, consulting
and engineering roles at General Electric, Booz Allen and Hamilton and Schlumberger France.
KEY EXTERNAL
APPOINTMENTS
None
Caroline Sherry
D
Chief Financial Officer
INDEPENDENT
No
APPOINTED
1 December 2020
BOARD TENURE
3 years 3 months
SKILLS &
EXPERTISE
Extensive finance, sustainability, management and strategic experience.
EXPERIENCE
Former Financial Controller Hostelworld Group plc, Director of Financial Planning and Analysis for
Glanbia plc’s Performance Nutrition division and held numerous strategic and commercial finance
roles held at Ulster Bank Group. Chair of ESG Steerco at Hostelworld.
KEY EXTERNAL
APPOINTMENTS
None
(1)
Independent on appointment
(2) Directorship ended
28 April 2023
87
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Éimear Moloney
A
C
N
R
Non-Executive Director
INDEPENDENT
Yes
APPOINTED
27 November 2017
BOARD TENURE
6 years 3 months
SKILLS &
EXPERTISE
Extensive financial services experience.
EXPERIENCE
Senior investment manager roles in Zurich Life Assurance (Ireland) plc, senior positions with Bankers
Trust Funds Management Ltd in Australia and with Crowe Horwath Chartered Accountants.
KEY EXTERNAL
APPOINTMENTS
Non-Executive Director of Kingspan Group plc, Irish Continental Group plc and directorships with
Chanelle Pharmaceutical Group.
Evan Cohen
A
N
R
Non-Executive Director
INDEPENDENT
Yes
APPOINTED
14 August 2019
BOARD TENURE
4 years 7 months
SKILLS &
EXPERTISE
Detailed knowledge of technology and media businesses.
EXPERIENCE
Former Regional Director for Lyft’s US East Coast business, Chief Operating Officer at Foursquare,
and senior strategic consulting and operational roles at Bebo, Jupiter and MTM.
KEY EXTERNAL
APPOINTMENTS
Owner of EVCO Advisory Services.
Carl G. Shepherd
A
N
R
C
Non-Executive Director
INDEPENDENT
Yes
APPOINTED
1 October 2017
BOARD TENURE
6 years 5 months
SKILLS &
EXPERTISE
Significant experience in the online travel industry.
EXPERIENCE
Co-founder, founding Chief Operating Officer and Chief Strategic and Development Officer of HomeAway
Inc, former Board member of Turnkey Vacation Rentals, Inc., previous Chief Operating Officer and Chief
Development Officer of Hoover’s Online.
KEY EXTERNAL
APPOINTMENTS
Edge Retreats
(3)
(3)
Directorship ended 12 June 2023
A
member of the Audit Committee
D
member of the Disclosure Committee
N
member of the Nomination Committee
R
member of the Remuneration Committee
C
indicates Chair of Committee
1 to 3 years: 0%
3 to 6 years: 25%
6 to 9 years: 75%
Board Tenure
(Non-Executive Directors only)
Male (4): 67%
Female (2): 33%
Gender Diversity
Board Composition
Non-Executive
Directors: 4 (67%)
Michael Cawley, Éimear Moloney,
Evan Cohen, Carl G. Shepherd
Executive Directors: 2 (33%)
Gary Morrison, Caroline Sherry
Ireland
Michael Cawley, Éimear Moloney,
Gary Morrison, Caroline Sherry
United States
Evan Cohen, Carl G. Shepherd
Geographic Location
Board Tenure
(in aggregate)
1 to 3 years: 0%
3 to 6 years: 50%
6 to 9 years: 50%
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Hostelworld Annual Report 2023
Board Composition Dashboard
as of 20 March 2024
89
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Corporate Governance Report
Chairman’s Introduction
On behalf of the Board, I am pleased to introduce our Corporate Governance Report
for the year ended 31 December 2023. The report, with cross-referencing to other
related sections of the Annual Report included where applicable, explains the
structures, processes, and procedures used by the Board and its Committees to
ensure that Hostelworld’s high standards of corporate governance are maintained
and provides a summary of how the leadership role played by the Board in
promoting the long-term sustainable success of Hostelworld is implemented.
The Board reaffirms its commitment to promoting high
standards of corporate governance in Hostelworld Group
plc (the “Company”) and its subsidiaries (together the
“Group”). The Board welcomes the recent revisions to the
UK Corporate Governance Code, most of which will apply
to financial periods beginning on or after 01 January
2025 (with the exception of the new Provision 29,
which will apply to financial periods beginning on or
after 01 January 2026) and will consider in a timely
way how the relevant changes apply to the Company.
In keeping with prior years, details of our governance
practices are available in this Corporate Governance
Report and the Committee Reports which follow.
Compliance with the UK Corporate
Governance Code
The Company has complied with the 2018 UK
Corporate Governance Code (the “2018 Code”)
throughout the reporting period, with two remuneration
related exceptions.
(1) The Remuneration Committee has not developed
a formal policy on post-employment shareholding
requirements in accordance with Provision 36 of the
2018 Code. This matter was considered again by the
Remuneration Committee during 2023, consulted on
with major shareholders and the main proxy advisers in
connection with the new Remuneration Policy, and the
conclusion reached was that the new Remuneration
Policy and the framework for LTIP awards already
provides sufficient alignment between management
and the long-term interests of shareholders. There is
a shareholding requirement which must be met during
employment and, additionally, a requirement for LTIP
awards to be held for a two-year post-vesting holding
period. The Remuneration Committee does not believe
that further post-employment requirements are
necessary to ensure that the Executive Directors are
at all times operating in the best long-term interests
of shareholders.
(2) The 10% of salary pension contribution rate for the
CEO is above the 6% rate applicable to the wider
workforce and represents non-compliance with Provision
38 of the Code. This was also reviewed during 2023
and consulted on with major shareholders and the main
proxy advisers as part of the process for considering
the new Remuneration Policy. After consideration, the
Remuneration Committee noted that the CEO’s rate
of pension contribution was agreed at the time of his
recruitment in 2018 and, although not aligned with
the workforce average, the contribution rate is not
considered excessive.
The Remuneration Committee recognises that some
shareholders take different views on these matters,
and they will remain under review on a regular basis.
Accordingly, it is not currently possible to provide a
definite timeline for compliance with the related 2018
Code provisions.
Board Membership
Of the six Board members, two are female, four are
resident in Europe and two are resident in the United
States of America. Three Board members have travel/
online executive experience and the remaining members
come from other industry sectors. We have, in my view,
a diverse Board and an excellent mix of skills and
perspectives which ensures debate at boardroom
level is challenging and well informed.
The biographies of the Directors on pages 86 to 88 set
out the key skills and experience that each Director
brings to the Board. I have evaluated the performance
of each Director and am satisfied that each brings
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Hostelworld Annual Report 2023
Corporate Governance Report
continued
commitment and expertise to their role and dedicates
sufficient time to contribute effectively to the
performance of the Board.
Board Effectiveness
Arranged by the Company Secretary under my direction
as Chairman, the Board undertook an in-depth internal
review of its effectiveness during 2023 and concluded
that the Board and its Committees continue to function
effectively. Details of the evaluation process and its
findings are included on pages 108 and 109.
Legal and Compliance
The General Counsel and Company Secretary provides
updates to the Board and its Committees on relevant
legal and compliance matters and updates the Board
on material legal developments affecting the Group.
Engaging with Stakeholders and
our Workforce
As a Board we are focused on how we engage with our
stakeholders (which include our people, customers,
hostel partners, Allied Irish Banks, plc (“AIB”) as our
lender, and the communities where we maintain
operations) and ensuring that the Board has regard to
their interests when considering matters and making
decisions. A key part of the Board process is to balance
and consider what are, on occasion, conflicting interests
and expectations of our stakeholders to ensure each
stakeholder’s interests are taken into account in a
balanced and considered manner. The Board’s
engagement with Hostelworld’s key stakeholders is
managed through a variety of touchpoints, information
about which can be found from page 75 of the
Strategic Report. This section, which contains our
Section 172 Statement, identifies our key stakeholder
groups and describes the ways in which the business
and Board have considered their interests and engaged
with them during the year, the outcome of that
engagement and how it has influenced the Board’s
decision-making, and the measurements and metrics
used to assess engagement with each stakeholder. This
year we have identified AIB, our lender and principal
banking partner, as a distinct stakeholder group in
recognition of the importance of the refinancing of the
Group’s legacy debt with HPS Investment Partners, LLC
with AIB in May 2023.
ESG Strategy
The Board is responsible for overseeing the
Environmental, Social and Governance (“ESG”) strategy
and, noting the ever-increasing importance of ESG
matters for our people and other key stakeholders,
the CFO updated the Board at each scheduled Board
meeting on the implementation of our ESG strategy. As
the only hostel-focused booking platform, Hostelworld
has a clear leadership responsibility in the hostel sector,
and I am particularly pleased with the recent launch, in
partnership with the GTSC, of the Group’s ‘
Staircase to
Sustainability
’ programme for our hostel partners. The
progress we made during the year in this important area
is set out in the Sustainability Report on pages 45 to 65,
within the Chief Executive Review on pages 19 and 20
and in the Chairman’s Statement on pages 14 and 15.
Culture
Effective commercial and trading performance is
dependent on an appropriate Company culture which
is aligned with the Company’s purpose, values and
strategy. Please see page 94 for the key means by
which the Board monitored culture over the reporting
period. The Board welcomes the changes published
in the recent revision of the Code requiring boards
to specifically assess how culture is embedded in
organisations and will ensure early adoption of this
requirement over 2024.
Annual General Meeting
The AGM is an important forum for shareholders to hear
more about the general development of the business.
The 2024 Annual General Meeting will be held on 02 May
2024. Full information is contained in the Notice of Annual
General Meeting, which will be sent to shareholders
with this Annual Report at least 20 working days prior
to the date of the meeting and is available on the
Company’s website at
www.hostelworldgroup.com
.
Conclusion
The year was marked by meaningful progress against
our strategic goals and strong financial performance,
reflected in our financial results. We grew market share,
delivered record revenues and increased operating
leverage through a combination of reduced marketing
spend and continued operating cost discipline. Our
effective governance arrangements provide a robust
and resilient decision-making framework, enabling
us to continue to deliver against our strategy for the
benefit of all our stakeholders.
Michael Cawley
Michael Cawley
Chairman
20 March 2024
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GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
How Governance Supported our Strategy during 2023
Strategic
Objective
Board’s Governance
Role
Link to
Principal Risk
2023 Board
Activity
Delivering on
Strategic
Objectives
Review and assessment of
proposals for the evolution
of the Group’s strategy.
Competition risks
(page 36)
During the year, the Board approved strategy
proposals and investments in the following key
areas: (1) growing social customers by launching
new product features; (2) expansion of the
‘Linkups’ platform to enable an increased number
of events to be hosted by hostel partners; and
(3) reducing marketing costs by enhancing
language translations on our booking platform
and improving SEO capabilities.
Investing in
Our People
Consultation with
shareholders and proxy
advisers to help ensure the
on-going retention and
motivation of our CEO.
People risks
(page 34)
In the interests of addressing retention risks
and to ensure our CEO remained motivated in
circumstances where it was felt appropriate to
increase his maximum annual bonus opportunity,
the Remuneration Committee agreed that
shareholders would be asked to approve a new
Directors’ Remuneration Policy providing for an
increase in the maximum annual bonus payable
to the CEO.
Oversight of remuneration
planning and implementation
to ensure our people were
paid fairly.
To ensure broader retention risks were effectively
managed and that our people were rewarded
fairly and competitively, the Remuneration
Committee agreed that salary policy proposals
for the 2023 salary review provided for average
salary increases for colleagues in excess of
salary increases for the Executive Leadership
Team (including the Executive Directors).
Delivering on
our ESG
Strategy
Effective governance and
Board oversight to ensure
achievement of 2023
milestones in respect of our
ESG strategy.
Climate risks
(page 37), brand
risk (page 38)
and competition
risks (page 36)
Approval of strategy and investments required to
implement the Group’s ‘
Staircase to Sustainability
programme to support hostel partners on their
sustainability journey and allow our traveller
customers to have the ability to take responsibility
for their accommodation-based emissions in
partnership with Cloverly.
Read more about the progress of our ESG strategy
during the reporting period set out throughout
the Strategic Report on pages 14 to 83.
Protecting
our Financial
Position
Governance to ensure our
debt refinancing transaction
with AIB was agreed on
competitive commercial
terms and our financial
stability was maintained.
Macro-economic
conditions and
financial risks
(page 33 and 35)
Oversight of tendering process with potential
lending partners and approval of commercial
and legal terms with AIB.
Capital
Allocation
Assessment of benefits and
financial stability risks of
making a dividend payment
to shareholders.
Macro-economic
conditions and
financial risks
(pages 33 and 35)
Assessed and confirmed that the payment of
dividends would not be in the best interests
of the business for the foreseeable future.
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We set out below how the 2018 Code has been applied and complied with during the reporting period.
We have provided cross references in certain sections to relevant parts of the Annual Report where we explain
how we have applied the principles of the 2018 Code. Our aim is to reduce repetition, ensure transparency
and demonstrate the integrated application of the 2018 Code. The 2018 Code is publicly available at
www.frc.org.uk/document-library/corporate-governance/2018/uk-corporate-governance-code-2018
1. Board Leadership and Company Purpose – Principles A‑E of
the 2018 Code
Approach to Governance
The Board’s ultimate objective is the long-term
sustainable growth in shareholder value. We set out on
page 91 how governance has supported the delivery
of our strategy during 2023 and how this is linked to
our principal risks.
Long-term Sustainable Success
In accordance with the 2018 Code, the Board is
responsible for the long-term success of the Group, is
focused on long-term strategic plans, and reviews and
assesses performance against strategic goals at each
scheduled Board meeting. The Board has a detailed
programme that ensures financial performance, strategy,
risk, stakeholder engagement, culture, and governance
matters are discussed and assessed frequently. As part
of the Board’s role in promoting the long-term sustainable
success of the Company, generating value for
shareholders and contributing to society, during 2023
the Board focused on the matters identified in the
CEO’s review (please see from page 17) and the
Chairman’s Statement (please see from page 14).
The Board also assesses the sustainability of the
business model over the longer term through:
Assessing industry trends and developments and
attending industry conferences
Regularly assessing its capital requirements and
capital allocation policy
Assessing feedback from our stakeholders
Overseeing the risk management and controls in
place to address IT and cyber security risks
Maintaining oversight over the Group’s system of
internal controls
Considering key factors likely to affect future
performance for the purposes of the viability
statement (please see from page 42)
Effective and Entrepreneurial Board
The Board reviews strategy and execution against
strategic KPIs at each scheduled Board meeting.
Key strategic issues discussed by the Board over the
reporting period included:
Changes to the online travel industry and travel
trends in our key markets following COVID-19
The ongoing evolution of our social strategy and the
most effective means to identify growth opportunities
in this area
The advent of artificial intelligence and how it could
be best used by Hostelworld
The longer-term effects of COVID
-19 on our hostel
partners and the strategy for ensuring hostel
inventory is available over the longer term for our
traveller customers
The Group’s long-term technology strategy and its
alignment with feedback received from our hostel
partners and traveller customers
Climate-change risks and opportunities
The use of office space in our locations and
assessing future ways of working that are cost
effective and appropriate for our people
Our culture and our purpose
Review of the 2024 budget and four-year outlook
and the potential impact of external risk factors
We set out on pages 108 and 109 details of the Board’s
effectiveness and how our evaluation process assists in
ensuring that the strengths of the Board are recognised
and understood and areas that require improvement
are identified and actioned. The Nomination Committee
Report (pages 102 to 109) describes how we ensure
we have the right skills and experience on our Board.
Biographies of the Directors are provided on pages 86
and 87.
Corporate Governance Report
continued
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
(a) Directors’ Induction and On-going Training
On appointment to the Board, each Director takes part
in a comprehensive induction programme. This induction
is supplemented with on-going training which is
updated throughout the year to ensure the Board is kept
informed of key legal and regulatory requirements and
industry updates. Further details of training undertaken
by Board members is provided in the Nomination
Committee Report on page 104.
(b) Conflicts of Interest
Our Board has a Conflicts of Interest Policy and has put
in place procedures for the disclosure and review of any
potential or actual conflicts. Neither Carl G. Shepherd
nor Éimear Moloney took part in the Nomination
Committee and Board processes which dealt with
their re-appointment for a further three-year term.
During 2023, no additional conflicts of interest arose.
(c) Chairman and Non-Executive Directors
The Board considers Carl G. Shepherd, Éimear Moloney
and Evan Cohen to be independent. Accordingly, the
Company meets the requirement of the 2018 Code that
at least half of the Board (excluding the Chairman) is
comprised of independent Non-Executive Directors.
Michael Cawley, Chairman of the Board, was considered
independent on his appointment to that role in December
2017. Details of succession planning as it relates to
Non-Executive Directors is set out on page 103.
The Chairman and the Non-Executive Directors
constructively challenge and help develop proposals on
strategy and bring independent judgement, knowledge,
and experience to the Board’s deliberations. During the
year, the Non-Executive Directors are expected, in
accordance with related contractual terms set out in
applicable non-executive director appointment letters,
to commit approximately 15 to 20 days to the business
of the Group.
The terms and conditions of appointment of the
Non-Executive Directors are available for inspection at
the Company’s registered office and are also available
at the Annual General Meeting.
Company Values and Purpose
During the year, the Board reviewed and approved the
Group’s purpose and considered the Group’s values and
behaviours. Details of the Group’s purpose, values,
and behaviours are set out on pages 69 and 70 of the
Strategic Report. Our values and behaviours demonstrate
how we behave individually and collectively as a Board
and how we ask our colleagues to conduct themselves
on a day-to-day basis. Each of these elements was
discussed by the Board during the reporting year,
notably at its meeting in December 2023 where the
Board discussed the Hostelworld values and behaviours,
their interaction with and underpinning of the Group’s
culture and whether any changes were appropriate.
Our values and behaviours underpin a culture that
promotes equality and dignity in the workplace and of
behaving as a conscientious and compliant business
in the ways we treat our people and engage with our
other stakeholders. The Board strongly considers that
these must be communicated effectively, reinforced,
and continuously embedded in our policies and
procedures so that the right values and behaviours
drive what we do and how we do them.
The Executive Directors have been delegated
responsibility for ensuring that established values
and behaviours set at Board level are effectively
communicated and implemented across the business.
If the Board is concerned with any behaviours or actions,
it will seek assurance that corrective action is being
taken. No such action was required during 2023.
Given the criticality of values and behaviours in
underpinning decision making, shaping our conduct
and defining our culture, further detailed feedback will
be sought from our people and other stakeholders over
2024 on how we can build and improve on how we do
things in respect of our culture. Our purpose, values and
behaviours will be refreshed to ensure they reflect the
ongoing and future needs of Hostelworld. Our culture
will continue to grow and evolve over many years and
the Board is committed to ensuring its alignment with
the Company’s purpose, values, and strategy.
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continued
Assessing and Monitoring Culture
Our culture is based on our values and behaviours and
is continuously monitored. Culture is underpinned by
appropriate policies and codes of conduct and the
Board monitors and assesses the culture of the Group
on an on-going basis through various mechanisms
including receiving an update from the Chief People
Officer (or his delegate) at each scheduled Board
meeting, meeting with members of the Executive
Leadership Team who are invited to attend the majority
of scheduled Board meetings and report on their areas,
and receiving updates from Éimear Moloney (in her
capacity as designated Non-Executive Director with
responsibility for workforce engagement) and Evan
Cohen (who replaced Éimear in this role in late 2023).
Management use a set of specific metrics which provide
a detailed overview to support the Board in fulfilling its
role in monitoring and assessing culture. These include
metrics and KPIs taken from colleague engagement
surveys, employee exit surveys, HR policies in respect of
disciplinary and compensation and promotion practices,
diversity, equity and inclusion and compliance training
data, levels of participation in learning and development
programmes, whistleblowing reporting, well-being
policies and programmes for our people, compliance
with our GDPR obligations in respect of our customers
personal information, satisfaction scores from our hostel
partners, resolution rates for customer services issues,
and compliance with payment terms with our vendor
partners. Independent assurance is sought from PwC in
certain areas via the outsourced internal audit function
and from other advisers.
Metrics used to monitor culture include:
Engagement is central to everything we do, and the
overall engagement score provides a quantifiable
measure of our culture – our overall engagement
score improved by 4% over 2023 and was based
off a participation rate of 82%.
Allowing our people raise any concerns they have
anonymously via our Whistleblowing Hotline service
is essential to ensure staff have the means to
highlight suspected wrongdoing, and monitoring the
volume of incidents reported provides an important
insight into the health of our culture – no issues
were reported to the service during 2023.
Complying with our customers privacy rights is vital
to maintaining their trust, and the participation rate
in data protection compliance training allows us to
establish how embedded this critical compliance
requirement is in the business – 99% of invited
participants completed the training in 2023 (up
from 96% in 2022).
Resolving any issues our traveller customers may
have in a timely manner is important to make sure
Hostelworld’s reputation as a trusted hostel booking
provider is maintained, and assessing improvements
in the time it takes to resolve any customer issues
allows us to verify that doing the right thing for our
customers is at the heart of how we operate as a
business – the customer support resolution rate
improved significantly over 2023 with 85% of tickets
resolved within 36 hours during December 2023.
Paying our suppliers on time in accordance with
agreed contract terms is important to maintain a
collaborative partnership-based relationship and
avoid needless disputes, and how we score against
this performance metric provides a clear measure
of the health of our culture – 100% of our suppliers
were paid in accordance with agreed payment
terms during 2023 (no change from 2022).
Retaining our employees is a key element of our
strategy, and retention rates are a strong indicator of
an engaged workforce. The employee attrition rate for
2023 of 19.4% represented an improvement on the
equivalent rate for 2022 (22.9%) and confirms that
we continue to make progress in this important area.
How our Culture Supports Strategy:
Our key strategic objectives are to execute our social
network growth strategy, expand our inventory coverage,
invest in our platform, progress our ESG initiatives, and
deliver on our commitments to our people, hostel
partners and communities. are set out within the Chief
Executive’s Review on pages 17 to 21. We are enabled
and empowered to deliver on our strategic objectives
by a vibrant culture underpinned by our values:
Think Customer
– we attract and retain customers
by focusing on their needs and putting them at the
centre of our product roadmap.
Be Bold, be Brave, be Adventurous
– we embrace
change and encourage and incentivise our people
to learn continuously so that we are able to respond
quickly to our stakeholders’ evolving perspectives.
Keep it Simple
– the simpler things are for our
people, customers, and hostel partners, the faster
we can move and execute on our strategy.
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Building a Better World
– we engage our people by
being inclusive and welcoming as an employer with a
firm focus on diversity, equity and inclusion (“DE&I”).
Community Spirit
– we bring people together from
all over the world through our product offering and in
our office locations across the globe. Our community
spirit with our customers, our hostel partners, and
our people enhances these relationships and drives
performance and strategy execution.
For more information on our culture and how we invest
and reward our people, see our ‘People and Culture’
section from page 68.
Risk Management
The Group invests considerable resources to manage
and monitor IT security, data protection and regulatory
risks with the assistance of its internal auditors and
senior members of each division/function within the
Group. The Board and its Committees receive regular
updates on risks and risk management, and periodically
assess the key risks and emerging risks in the business.
The Board is committed to ensuring the privacy rights of
our customers and partners are always respected and
are provided with updates from the Audit Committee on
the results of privacy audits undertaken by the Group’s
Data Protection Officer and on-going cyber security
reviews of the Group’s booking platform and IT systems
undertaken by the Group’s Head of Information
Technology Security. Independent assurance is sought
on IT controls and IT security risks from PwC, our
outsourced internal audit partner.
Whistleblowing and Anti Bribery
The Board is committed to promoting a culture
that ensures employees can report suspicions of
wrongdoing in confidence through both internal and
external mechanisms. The Group previously adopted
an Anti-Bribery Policy and a Whistleblowing Policy and
maintains a confidential helpline for reporting such
matters. As reported above, no incidents were reported
to the helpline during 2023. The Anti-Bribery Policy
and Whistleblowing Policy are reviewed annually to
ensure they remain relevant and fit for purpose.
Remuneration and Culture
We set out on page 122 how we have addressed the
issue of ensuring remuneration is aligned with culture. We
explain on page 121 the Group’s approach to investing
in and rewarding our workforce and on page 121 how
remuneration is aligned to the Company’s purpose
and values.
Using Stakeholder Views to Shape Board
Decision Making
Details of how engagement with stakeholders was
conducted during 2023, what metrics and performance
indicators were used in connection with stakeholder
engagement, and how the Directors promoted
the success of the Group in accordance with the
requirements of Section 172(1) of the Companies
Act 2006 are set out in the Section 172 Statement
on pages 75 to 83.
Workforce Engagement Statement
Creating an inclusive culture and maintaining a safe and
respectful working environment is central to maintaining
high levels of engagement with our people. The Board
is committed to ensuring that it is aware of the views
and concerns of the Group’s workforce and that it has
regard to their interests as part of the Board’s decision-
making process. The feedback we get from our people
helps to enhance our understanding of the culture
and values and behaviours that are appropriate for
the business and how we continue to ensure that
Hostelworld provides an inclusive and rewarding place
to work for our people.
Éimear Moloney was the designated Non-Executive
Director with responsibility for understanding the views
of the Group’s employees and for managing effective
engagement between the Board and the Group’s
employees until early December 2023 when Evan Cohen
took over the role as designated Non-Executive Director
with responsibility for workforce engagement.
As part of the programme of employee engagement
activities conducted during 2023, both Éimear and
Evan hosted engagement forums with colleagues from
different parts of the business, provided updates on
Board activities and sought the views of the forum
members on a number of topics.
Key themes emerging from engagements with the
workforce during 2023:
Our people were very positive about our culture
and agreed that Hostelworld enjoys an extremely
supportive and inclusive culture which was particularly
helpful for onboarding new colleagues.
Senior executives are very approachable, and
Town Halls hosted by the CEO and the Executive
Leadership Team allowed for a strong sense of
connection with management and Board members
and a shared sense of purpose.
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continued
The strength of talent across the business and the
calibre of recent hires was seen as a real strength.
Some concerns were expressed about career
development and promotion criteria, while recognition
and being treated fairly from a compensation
perspective were highlighted as areas that would
benefit from greater transparency. Colleagues spoke
positively about the investments made in the Group’s
Learning and Development capabilities.
The Group’s commitment to its ESG strategy, in
particular its ongoing work in the DE&I space,
were positive highlights in the discussions.
Availability of resources and its impact on bandwidth
in the business was raised as a concern with a request
that priority identification and communication
mechanisms be enhanced.
Colleagues highlighted the on-going success of the
Group-wide ‘fireside chats’ involving Non-Executive
Directors and welcomed the participation of the
Chairman in the programme during 2023.
The refinancing of the Group’s legacy debt
announced publicly in May 2023 was seen
as strong confirmation that Hostelworld had
moved beyond the ‘COVID-19 era’
.
Feedback from the various engagement channels was
shared and discussed by the Board and the insights
of employees assisted in informing broader Board and
management decisions and helped identify areas to
improve the employee experience. How the Board
engaged with the workforce and how the views of our
people have been used to shape Board decisions during
the year are set out in the Section 172 Statement
(pages 75 to 83).
Directors’ Concerns
During the year, no Director had concerns about the
operation of the Board or the management of the Group
that could not be resolved.
Mad Monkey Backpackers, Cairns, Australia
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
2. Division of Responsibilities ‑ Principles F ‑ I of the 2018 Code
The Chairman
Responsibility
Michael Cawley was appointed as Chairman of the Board
of Directors on 01 December 2017 and was considered
independent on appointment. The Chairman is
responsible for the overall effectiveness of the Board
and maintaining a culture of openness and transparency
at Board meetings. The Chairman is also responsible for
ensuring all Directors contribute effectively to Board
discussions and provide constructive challenge on key
issues under consideration. The Chairman, Committee
Chairs and Company Secretary hold regular meetings
to discuss agenda items and Board and Committee
materials. The Board confirms that Michael Cawley
continues to be effective in this role and promotes a
culture of open and candid debate in the boardroom.
The Chairman’s responsibilities are outlined in the table
on page 98.
A Balanced Board
As required by the 2018 Code, at least fifty percent of
the Board (excluding the Chairman) are independent
Non-Executive Directors. The Nomination Committee
regularly reviews Board composition, including the
balance of skills and experience on the Board, the
tenure of each Non-Executive Director, and conducts
succession planning for Non-Executive Directors and
Executive Directors.
Director and Board Performance
Following a performance evaluation exercise conducted
during 2023, each Director’s performance continues
to be effective, and each Director demonstrates
commitment to the role. The internal Board evaluation
concluded that the skills and experience of the
Executive Directors and independent Non-Executive
Directors were appropriate with the Board working
effectively together.
Non-Executive Directors and Independence
Our Non-Executive Directors have responsibility for
constructively challenging the strategies proposed by
the Executive Directors and holding management to
account in respect of the achievement of Company
goals and objectives. The Non-Executive Directors
also play a primary role in the effective functioning of
the Board’s Committees (other than the Disclosure
Committee which is comprised of the CEO and CFO).
The Board has identified on pages 86 to 88 which
Directors it considers to be independent. The Board
confirms that it assessed the independence of the
Non-Executive Directors as part of the annual Board
evaluation process and has determined that each of the
Non-Executive Directors continued to demonstrate
independent judgement during the reporting period and
remained free from any business or other relationships
which could have materially affected the exercise of
their judgement.
The Non-Executive Directors play an important role
in holding the Executive Directors and management
to account and in ensuring that no individual director
or group of directors dominates the Board’s decision
making. It is therefore of significant importance that
their independence is maintained. To properly preserve
their independence, Non-Executive Directors are not
permitted to serve more than three three-year terms
(other than in exceptional circumstances).
Other External Appointments
The Board takes into account a Director’s other
significant external commitments when considering them
for appointment to satisfy itself that the individual can
allocate sufficient time to their Board duties and assess
any potential conflicts of interest. Each Director is
required to notify the Chairman of any changes to any
significant external commitments that arise during the
year with an indication of the time commitment involved.
Executive Directors may accept a non-executive role
at another company with the approval of the Board. If
required to assess additional directorships, the Board
will consider the number of directorships held by the
individual already and their expected time commitment
for those roles. The Board takes into account the most
recent guidance published by institutional investors
and proxy advisers as to the maximum number of
appointments which can be managed efficiently. As part
of the Board evaluation exercise, each Non-Executive
Director has confirmed (as they are required to do
annually) that they have been able to allocate sufficient
time to discharge their responsibilities effectively
(see table on page 101 for Board meeting attendance).
External appointments held by our Non-Executive
Directors are set out on pages 86 to 88. At the date
of publication of this Annual Report, no external
appointments are held by our Executive Directors.
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continued
Division of Responsibilities
There is a clear division between executive and
non-executive responsibilities which ensures firm
oversight and responsibility. The roles of the Board,
Board Committees, Chairman and CEO are documented,
as are those matters reserved to the Board. An overview
of the division of responsibilities between the Board
and the executive leadership of the Group is provided
in the table below.
Company Secretary
The Company Secretary is responsible for ensuring
the Board and Board Committees have the time and
necessary information required to discharge their duties,
function effectively, and provides the Board and Board
Committees with briefings and guidance on governance
and relevant legal and regulatory matters. Both the
appointment and removal of the Company Secretary
is a matter for the Board. In accordance with the 2018
Code, the remuneration of the Company Secretary is
determined by the Remuneration Committee.
Division of Responsibilities
Chairman
Michael Cawley
Leadership of the Board
Responsible for overall effectiveness in
directing the Group
Constructive relationships between the
Executive and Non-Executive Directors
Effective contribution of all Non-
Executive Directors
Directors receive accurate and
timely information
Meetings with Non-Executive Directors,
without Executive Directors present
Ensures Board is aware of the views of
major shareholders
Board (key matters)
Group’s purpose and values
Group’s strategic aims and business plans
Annual and interim results
Annual report and financial statements
Dividend policy
Internal control and risk management
Major changes to the Group’s corporate
structure including but not limited to
major acquisitions/disposals
Capital purchases > €250k outside budget
Communication with shareholders
Changes in structure, size and composition
of the Board
Material litigation
Remuneration Policy for Directors and
senior executives
Governance structure
Oversees culture (including DE&I
programmes) and climate-related risks and
controls
Senior Independent
Director
Carl G. Shepherd
Sounding board to the Chair
Intermediary for the other Directors
and shareholders
Annual appraisal of Chair’s performance
Non-Executive Directors
Constructive challenge, strategic
guidance and specialist advice
Scrutinise and hold to account the
performance of management and individual
Executive Directors against performance
and strategy objectives
Chief Executive Officer
Gary Morrison
Execute the Group’s strategy and
commercial objectives together with
implementing the decisions of the
Board and its Committees
To keep the Chairman and Board
appraised of important issues and
competitive challenges facing the Group
To ensure that the Group’s business is
conducted with the highest standards
of integrity, in keeping with our culture
Manage the Group’s risk profile and
ensure actions are compliant with the
Board’s risk appetite
Investor relations activities, including
effective and ongoing communication
with shareholders
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Division of Responsibilities
Chief Financial Officer
Caroline Sherry
Support the CEO in developing and
implementing strategy
Provide financial leadership to the
Group and align the Group’s business
and financial strategy
Responsible for financial planning and
analysis, treasury and tax functions
Responsible for presenting and
reporting accurate and timely historical
financial information
Manage the capital structure of the Group
Investor relations activities, including
communications with investors, alongside
the CEO
Chairs Steering Committee on ESG and
oversees TCFD and ESG reporting compliance
Designated Non-
Executive Director
for Gathering the Views
of the Workforce
Éimear Moloney
(replaced by Evan Cohen
in December 2023)
Attendance at employee
engagement forums
Provide regular updates to the Board
on issues discussed at employee
engagement forum meetings
Review any messages received through
the whistleblowing system from the
Group’s employees
Monitor the effectiveness of engagement
programmes established for employees
Company Secretary
John Duggan
Compliance with all corporate
governance matters, monitors the
Group’s disclosure requirements under
the 2018 Code and UK Listing Rules
Ensure Board procedures are followed
Compliance by the Company with its legal
and regulatory responsibilities
The Board of Directors
The schedule of matters reserved for the Board’s
decision is available on the Group’s website,
www.hostelworldgroup.com
. The schedule of matters
reserved for the Board and the Terms of Reference for
each of its Committees are subject to annual review.
The Board also has a Delegation of Authority Policy
that sets out the primary responsibilities, controls and
authorisation limits on matters affecting the Group’s
business. This policy was reviewed and updated by
the Board on two occasions during 2023.
Board Meetings
There were 12 Board meetings held during the year,
with additional Board conference calls held between
Board meetings as and when circumstances required.
Certain Board decisions are addressed through written
resolutions signed by each member of the Board. Key
issues assessed, and material decisions taken by the
Board and its Committees during the year included
the following:
Strategy
On-going updates and presentations from the
Executive Directors and Executive Leadership
Team on the implementation of strategy throughout
the year
Reviewed the Group’s 2024 budget and four-
year outlook
Oversight and approval of the Group’s ESG
roadmap and assessment of achievement of
ESG strategy milestones
Reviewed the Group’s long-term strategic objectives
with a particular focus on the growth and iteration
of the Group’s social network product features,
technology strategy, hostel inventory strategy and
paid marketing strategy
In-depth review of the Company’s investor relations
plans and shareholder engagement activities
Assessed and confirmed that the payment of
dividends would not be in the best interests of the
business for the foreseeable future
Assessed and considered culture and engagement
with key stakeholders
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Commercial
On-going updates and presentations from the
Executive Directors on trading and financial
performance (weekly trading emails sent to the
Non-Executive Directors by the CFO)
Review and approval of commercial and legal terms
agreed with AIB in connection with the refinancing
of the Group’s legacy debt (completed in May 2023)
Approved the 2024 budget and four-year outlook
Approved the full year results, half year results, and
Annual Report
Risk Management and Internal Controls
Reviewed the Group’s principal and emerging risks
Reviewed and confirmed the Group’s viability
statement and going concern status
Received an update on Cyber and IT Security
Received an update on data protection compliance
Received an update on compliance training
completion rates
Reviewed the effectiveness of the Group’s system
of internal controls and risk management
People and Culture
Approved proposals for new Directors’ Remuneration
Policy which were consulted on with shareholders
and the main proxy advisers in Q4 2023
Approval of a number of employee initiatives
in the areas of employee well-being and
employee assistance
Approved the statement of steps taken to prevent
modern slavery and human trafficking as contained
in the Company’s Modern Slavery Statement
Received updates from Éimear Moloney and Evan
Cohen in their capacity as Non-Executive Director
responsible for employee engagement (Evan Cohen
replaced Éimear Moloney in the role in December 2023)
Received updates on key people and culture issues
from the Chief People Officer (or his alternate) at
each scheduled Board meeting
Approved the renewal for a further three-year term
of Éimear Moloney as Non-Executive Director,
Chair of the Audit Committee, and member of the
Remuneration Committee and Nomination Committee
Approved the renewal for a further three-year term of
Carl G. Shepherd as Non-Executive Director, Senior
Independent Director, Chair of the Remuneration
Committee, and member of the Audit Committee
and Nomination Committee
Considered succession planning for the Board,
Executive Directors and talent management
programmes for key high performers
Reviewed the Board Diversity Policy
Standing Agenda Items
In addition to the above, at each scheduled Board
meeting there are standing items, which include:
Review and approval of the previous meeting minutes
Committee updates to the Board
Status update on any matters outstanding from
previous meetings
Report from the CEO (including an update on
strategy development and execution)
Report from the CFO (including an update on
trading, investor relations and progress on ESG
strategy initiatives)
Reports from the Chief Product Officer, Chief People
Officer, Chief Supply Officer and Chief Technology
Officer on departmental developments and initiatives
and progress against strategic objectives
The Directors’ attendance records at the Board meetings
held during the year are shown in the table below.
Attendance records at Committee meetings are detailed
in the respective Committee Reports. Directors are
provided with appropriate documentation approximately
one week in advance of each Board or Committee
meeting. For each scheduled Board meeting the papers
include a trading update, financial performance and
strategy execution update, a people and culture update,
and progress on the Group’s ESG strategy. In addition,
all Board and Committee members receive the minutes
of meetings as a matter of course.
Non-Executive Directors are encouraged to
communicate directly with senior management between
Board meetings and are provided with a weekly trading
email by the CFO. Members of the Executive Leadership
Team attend the majority of scheduled Board meetings
to present updates on the performance of their specific
area(s) of responsibility.
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Should any Director judge it necessary to seek independent legal advice in respect of Company matters, they are
entitled to do so at the Company’s expense.
Meetings between the Non-Executive Directors, without the presence of the Executive Directors, are scheduled in
the Board’s annual programme. These meetings were conducted at the end of a number of scheduled 2023 Board
meetings and provided the Non-Executive Directors with a private forum to discuss matters presented by the
Executive Directors at the particular meeting and wider business topics. These meetings are helpful in preserving
the independence of Non-Executive Directors by providing them with the means to discuss Executive Director
performance and Company issues in the absence of the Executive Directors.
Board Meeting Attendance
Membership
No. of scheduled meetings/total no. of scheduled
meetings held when the Director was a member
(1)
Attendance %
Michael Cawley (Chair)
12/12
100%
Carl G. Shepherd
12/12
100%
Éimear Moloney
12/12
100%
Evan Cohen
12/12
100%
Gary Morrison
12/12
100%
Caroline Sherry
12/12
100%
(1) Certain Board matters relating to
(1) the operation of an Employee Benefit Trust for the purposes of facilitating the holding of shares in the capital of the
Company for the benefit of the Group’s employees and certain former employees; (2) the allotment and issue of shares to HPS Investment Partners, LLC
in connection with their share warrant entitlements; (3) agreeing final legal terms with AIB in connection with financing arrangements; and
(4) approving the
application for a block listing of the Company’s shares to be issued in connection with the future vesting of equity awards were conducted by a specifically
constituted Board sub-committee comprised of the CEO and CFO. Board approval of the principal commercial terms agreed at the outset with AIB in
connection with the refinancing of the Group’s legacy debt with HPS Investment Partners, LLC was conducted separately via written resolution. Board
approval of the renewal of Éimear Moloney’s appointment as Non-Executive Director, Chair of the Audit Committee, and member of the Remuneration
Committee and Nomination Committee was conducted separately via written resolution. Board approval of the renewal of Carl G. Shepherd’s appointment
as Non-Executive Director, Senior Independent Director, Chair of the Remuneration Committee, and member of the Audit Committee and Nomination
Committee was conducted separately via written resolution.
Disclosure Committee
The Board has also established a Disclosure Committee which is responsible for overseeing the Company’s
compliance with the Market Abuse Regulation and making decisions (with the support of the Group’s equity capital
markets advisers) on when information must be disclosed to the market. Membership of the Disclosure Committee
is comprised of the CEO and CFO. The Company Secretary acts as secretary to the Disclosure Committee.
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3. Composition, succession and evaluation – Principles J‑L of
the 2018 Code
Nomination Committee Report
Nomination Committee Members
Membership
No. of scheduled meetings/total no. of scheduled
meetings held when the Director was a member
(1)
Attendance %
Michael Cawley (Chair)
4/4
100%
Carl G. Shepherd
4/4
100%
Éimear Moloney
4/4
100%
Evan Cohen
4/4
100%
(1) The Nomination Committee separately recommended the renewal of Carl G. Shepherd and Éimear Moloney’s appointment as Non-Executive Directors
via written resolution.
The Nomination Committee’s composition complies with the requirements of the 2018 Code. The Company
Secretary acts as secretary to the Nomination Committee. The Chief People Officer regularly attends meetings
and is responsible for supporting on succession planning and talent management and DE&I issues.
Committee Role and Responsibilities
The role of the Nomination Committee is to:
Conduct the nomination, selection, evaluation and
re-election of Directors and to lead succession
planning, with regard in all cases to the benefits
of diversity in the broadest sense;
Recommend any proposed changes to the Board
and when it is agreed that an appointment to the
Board will be made, lead a formal, rigorous and
transparent selection process; and
Regularly review the structure, size, composition,
skills and experience of the Board and its Committees
against current and future requirements of the Group.
Following each meeting, the Nomination Committee
communicates its main discussion points and findings
to the Board.
The Terms of Reference of the Nomination Committee,
which were reviewed during 2023, are available on the
Company’s website at
www.hostelworldgroup.com
.
An annual review of the performance of the Nomination
Committee is conducted each year.
Appointments to the Nomination Committee are for a
period of up to three years, which may be extended
for two further periods of up to three years, provided
the majority of the Nomination Committee members
remain independent.
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Chair’s Review of 2023
Key Activities of the Nomination Committee
in 2023
The principal activities of the Nomination Committee
during 2023 are detailed below:
With support from the Chief People Officer,
considered the Group’s policies and objectives in
respect of DE&I, its linkage to strategy, how it was
implemented and progress to-date on achieving
its objectives.
Conducted an in-depth process for considering the
reappointment of Éimear Moloney as Non-Executive
Director, member and Chair of the Audit Committee
and member of the Remuneration Committee and
Nomination Committee, and the reappointment of
Carl G. Shepherd as Non-Executive Director, Senior
Independent Director, member and Chair of the
Remuneration Committee and member of the Audit
Committee and Nomination Committee, resulting in
the Board approving Éimear and Carl’s reappointment,
respectively, for further three-year terms. The process
involved an assessment of the provisions of the 2018
Code of the attributes required of a non-executive
director, consideration of the FRC’s “Guidance on
Board Effectiveness” as it relates to the required
skills of a non-executive director and also had regard
to the purpose and objectives of the Board Diversity
Policy which provides that all Board appointments are
made on merit in the context of the skills, experience,
independence and knowledge which the Board
(as a whole) requires to be effective while having
regard to the benefits of diversity. The Nomination
Committee recommended the renewal of Éimear
and Carl’s Board and Committee appointments via
written resolution (neither Éimear nor Carl took part
in the process).
Reviewed the leadership talent pipeline and
succession plans for the Board (including Chair
succession) and Executive Directors with a particular
emphasis on managing any vulnerability should an
Executive Director leave unexpectedly. Given the
importance of the positions should either the CEO
or CFO unexpectedly leave the business, interim
CEO and CFO arrangements were agreed by the
Nomination Committee to address the related risks.
Conducted a review of the Group’s talent pipeline
and talent management programmes for key high
performers and provided oversight on related training
and development programmes being implemented.
In circumstances where Non-Executive Directors
are not permitted to serve more than three terms
of three years duration as a Director from their
appointment date unless exceptional circumstances
apply, the Nomination Committee continuously
monitors the tenure of Non-Executive Directors’ and
reviews potential departure dates. Details of the
tenure of each Non-Executive Director is set out in
the Directors’ Biographies section on pages 86 to 88.
Reviewed its Terms of Reference and the Company’s
Board Diversity Policy.
Succession Planning
Non-Executive Directors
The Nomination Committee monitors a schedule of the
Non-Executive Directors’ tenure (including the Chair’s
tenure) and reviews potential departure dates assuming
the relevant Directors are not permitted to serve more
than three three-year terms (nine years in total) from
their appointment date unless exceptional circumstances
apply. Planning will continue over the course of 2024 to
ensure that we maintain robust and effective recruitment
processes for our Non-Executive Director Board
members. Details of the Non-Executive Directors’ tenure
is on pages 86 to 88.
Change in Board Roles
As part of succession planning for Éimear Moloney’s
multiple roles on the Board, Evan Cohen was appointed
as the designated Non-Executive Director with
responsibility for engaging with the workforce in
December 2023.
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Executive Directors
During the year, the Chief People Officer reported on
the succession plans for the CEO and CFO to ensure
arrangements in place for their succession are clear
and robust. As part of this process, scenario planning
was completed for unanticipated departures of either
the CEO or the CFO and role profiling assessments
were completed to identify the skills and experience
that would be required in potential candidates. The
Nomination Committee was satisfied that the Company
has effective Executive Director succession planning
processes in place should either the CEO or CFO
depart the business unexpectedly, including appropriate
development plans for key individuals identified as
potential successors for the CEO and the CFO on an
interim/contingency basis.
Executive Leadership Team/Key
High Performers
The Group’s talent pipeline has been strengthened
through a number of senior leadership appointments
during 2023. Chris Berridge was appointed as CTO in
April, Barry McCabe joined as Chief People Officer in
September and Dave Rooney joined as Chief Analytics
Officer in October. The Nomination Committee receives
periodic updates on succession plans and talent
management programmes for senior executives and key
high performers to ensure there is a diverse supply of
senior executives and potential future Board members
with the necessary skills and experience to deliver the
Group’s strategy.
The Nomination Committee considers that by applying
the principles of the Board Diversity Policy (with its
requirement for the Committee to have regard to the
benefits of diversity in the context of recommending
appointments to the Board), it ensures that a diverse
pipeline of board candidates is available to the Company.
See pages 104 to 107 for further details on the Board
Diversity Policy.
Training
It is important for our Executive and Non-Executive
Directors to be aware of recent and upcoming
developments. We require all Directors to keep their
knowledge and skills up to date and, as required, we
invite professional advisers to provide in-depth updates.
Updates and training are not solely reserved for
legislative developments but aim to cover a range of
issues including, but not limited to, online travel and
market trends, ESG developments, and technology
considerations. The Group’s General Counsel and
Company Secretary provides regular updates to the
Board and its Committees on regulatory and corporate
governance matters.
Each Director receives training on their duties under
Section 172(1) of the Companies Act 2006 as part
of their induction process with refresher training
provided during the year.
All Directors were provided with training on corporate
law and capital markets compliance from our external
equity capital markets lawyers.
The Audit Committee received training on upcoming
CSRD obligations and completed online training on
Market Abuse Regulation compliance.
All Directors attended regular external briefing
sessions on topics relevant to their role as Directors.
Board and Committee Evaluation and
Re-Election of Directors
The results of the Board evaluation and Director
appraisal process are set out on pages 108 and 109.
The Nomination Committee recommended to the Board,
after evaluating the balance of skills, knowledge,
independence and experience of each Director,
that all Directors seek re-election at the Company’s
forthcoming AGM.
The Nomination Committee’s effectiveness was
reviewed as part of the Board evaluation exercise.
The Nomination Committee and the Board considered
the outcome of the evaluation and are satisfied that
the Nomination Committee is performing effectively.
The Board’s Policy on Diversity
Listing Rule 9.8.6R(9)
Our objective to drive the benefits of a diverse executive
leadership team and wider workforce is underpinned
by our Board Diversity Policy. Diversity in terms of
Board composition is considered in a broad sense and
includes age, gender, cultural background, geographical
diversity and business background in line with the
Company’s Board Diversity Policy. The Board is
particularly aware of the recommendations of both
the Parker and FTSE Women Leaders Reviews and
the revised targets and ‘comply or explain’ reporting
requirements set out in the Listing Rules, and it is the
Board’s intention to strive to meet these targets on an
on-going basis. Listing Rule 9.8.6R(9) requires that
listed companies state in their annual reports whether
they have met the targets set out in that rule and, where
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they have not met one or more of those targets, they
should identify them and explain their reasons for not
doing so. I can confirm that we did not meet the
stipulated 40% target for female representation on the
Board at year end. As at 31 December 2023 and at the
date of publication, 33% of our Board members were
women. We also did not meet the stipulated target of
having at least one Board member from a minority
background. However, I am pleased that our Board
remains compliant with the target for one of the ‘key
Board roles’ to be occupied by a woman, with Caroline
Sherry as CFO, and that the Audit Committee continues
to be chaired by one of our female Board members
Éimear Moloney. Éimear also played an important role
during 2023 as our designated Employee Representative
Non-Executive Director (replaced by Evan Cohen in
December 2023).
Explanation Against LR 9.8.6R(9)
The principal reasons we have not met all of the targets
are as follows: (1) the Board has been broadly settled
for a number of years, without any changes being made
following the appointment of Caroline Sherry as CFO
and Executive Director on 1 December 2021; and
(2) the overriding priority across all Board appointments
remains, in accordance with our Board Diversity Policy,
appointment of the most suitable and skilled candidates
for the role on merit against objective criteria while
having specific regard to the benefits of diversity.
The Board is fully supportive of having a diverse Board
and will have particular and careful regard to the
benefits of gender and ethnic diversity in the context
of succession planning and Board refreshment and
renewal going forward.
Details of our performance against these targets as at 31 December 2023 is as follows:
Number of
Board Members
Percentage of
the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
Executive
Management
(1)
Percentage of
Executive
Management
(1)
Men
4
67%
3
6
86%
Women
2
33%
1
1
14%
Other categories
Not specified/prefer not to say
Number of
Board Members
Percentage of
the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
Executive
Management
(1)
Percentage of
Executive
Management
(1)
White British or other White
(including minority-white groups)
6
100%
4
7
100%
Mixed/Multiple Ethnic Groups
Asian/Asian British
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/prefer not to say
(1) Executive management comprises the members of the Executive Leadership Team
(including the General Counsel and Company Secretary).
Note: Female representation at our Executive Management level will increase in 2024 following the appointment of our new Chief Product Officer
(role commences in April 2024).
The Company Secretary collects data on gender identity and ethnicity directly from our Board using a DE&I Form
while gender identity and ethnicity data is self-reported by members of Executive Management on the Group’s
online HR platform. All data is held securely in compliance with data protection requirements.
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The objectives of the Board Diversity Policy are (1)
to ensure that the possibilities for maximising the
Company’s success and achieving its strategic goals
are optimised by having a broad range of perspectives
on the Board; and (2) that diversity provides the basis
for improving the quality of decision making on the
Board by reducing the risk of ‘group think’
. In addition,
as part of the annual performance evaluation of the
effectiveness of the Board, Committees and individual
Directors, the Diversity Policy requires the Nomination
Committee to specifically consider and assess the
adequacy of the diversity representation on the Board.
This assessment was made by the Nomination
Committee who confirmed that the Board was
sufficiently diverse in terms of balance of skills and
experience. The policy statement included in the
Diversity Policy provides that an effective Board will
include and make good use of differences in the skills,
regional and industry experience, background, race,
gender and other distinctions between Directors and
emphasises that in identifying suitable candidates for
appointment to the Board, the Nomination Committee
is required to consider candidates on merit against
objective criteria, with due regard for the benefits of
diversity on the Board. The Nomination Committee
confirms that this policy was followed during the year
in the decision to recommend the reappointment of
Éimear Moloney as Non-Executive Director, Chair of the
Audit Committee, and member of the Remuneration
Committee and Nomination Committee and Carl G.
Shepherd as Non-Executive Director, Senior
Independent Director, Chair of the Remuneration
Committee, and member of the Audit Committee and
Nomination Committee.
Diversity in the Group
In terms of diversity at a broader level, the Group
maintains a Diversity, Equity and Inclusion policy (the
“DE&I Policy”) which is overseen by the Nomination
Committee and applies to all staff. The DE&I Policy
includes the following key objectives:
Ensure that Hostelworld is representative of the
diverse society we live in and that our culture is
inclusive and provides equal opportunities for all.
Create a culture of learning about differences and
understanding the issues that minority groups face
in society and the workplace.
Ensure Hostelworld is a workplace where our
differences are celebrated, and our people feel
comfortable sharing their unique perspectives.
Where possible, ensure our external focused
activities reflect the diverse society we live in.
The Nomination Committee views the Group’s DE&I
policies, practices and behaviours as being key
indicators of the status of the Group’s overall culture
and behaviours and should at all times be closely
aligned. The Nomination Committee conducted an
extensive review of the progress made by the Group
over 2023 on its DE&I strategy and was pleased to
note the Group received Silver Accreditation from
‘Investors in Diversity’
, confirming that the Group has
embedded the key tenets of DE&I across the business.
The Nomination Committee was also pleased with the
continuing progress made on the objective of the Group
becoming a more inclusive organisation with the
Lisbon, Portugal
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ongoing participation of the Group in the ‘30% Club’ in
Ireland involving the championing of female talent and
mentoring and scholarship programmes, the continuation
of DE&I events celebrating International Women’s Day,
implementation of new fertility, menopause and
surrogacy policies for our people, and establishment
of a pride partnership with ‘Shout Out’
, (see pages 70
to 72 for further information on how the Group’s policy
on DE&I was implemented over the reporting period).
Details on the gender diversity of our wider leadership
team (and their direct reports) and other employees
are set out on page 69. We continue to make progress
on our commitments to DE&I, although we recognise
there is further work to do as we continue to work on
embedding a culture that promotes equality and dignity
in our working environment where all our people feel
they belong. We also believe that the progress we have
made in this area demonstrates a culture of openness
and engagement between management and employees.
The adoption of clear principles of DE&I in respect of
the Group’s hiring and recruitment practices remains
particularly important as it sets the correct benchmark
in terms of the Group’s expected behaviours from new
employees. The Nomination Committee considers that
the use of different employee engagement channels
to establish employees’ views on the issue of DE&I is
vital, as insights from different sources ensure that the
adoption of diversity and inclusion practices is based
on complete information and data (see pages 95 and
96 for further information on the different channels
used to engage with colleagues).
How our Policies on DE&I Links to Strategy
The most valuable asset the Group has is its people,
without whom we cannot deliver on our strategy. By
embracing and promoting DE&I and ensuring we have
a diverse workforce we avoid ‘group think’ and improve
decision making. This ensures innovation is continuously
improved across the Group, talented people who rightly
insist on working in a diverse and inclusive company
are retained, a recruitment offering that is compelling
for the best talent is available, and the best platform
for increased productivity and individual and Company
performance is provided. The Nomination Committee
remains of the firm view that the ability of the Group to
deliver on its strategic objectives is critically enhanced
by ensuring it has a diverse workforce.
Michael Cawley
Michael Cawley
Chairman, Nomination Committee
20 March 2024
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Board Effectiveness and Evaluation
On an annual basis, an evaluation process is undertaken which considers the effectiveness of the Board, its Committees
and individual Directors. The review identifies areas for improvement and highlights areas of expertise and knowledge
which should be considered in the context of succession planning.
Progress Against 2022 Board Evaluation Actions
Set out below is the progress made in 2023 against actions identified as part of the 2022 Board effectiveness review:
Action
Progress
Further in-depth research, assessment, and discussion of
the Group’s two core customer groups (young travellers
and hostel owners) would be beneficial as part of strategy
and trading discussions at Board.
Updates and reports on these two core customer groups
were provided to the Board at each scheduled Board
meeting during 2023. Key insights on the preferences
and perspectives of these core customer groups were
used to inform and underpin Board assessments of
strategic proposals related to these customer groups.
Streamlining of certain Board materials to ensure they are
either presented for discussion purposes or provided for
reference only.
Board papers continued to be streamlined with supporting
papers and materials noted as being for reference unless
relevant to a specific issue being discussed.
Long-term strategy session held in May 2022 with
employee representatives was considered a success
and a similar arrangement as part of the 2023 Board
agenda should be considered.
The Board decided not to repeat the exercise of requesting
employees identified as high performers to attend an
in-person strategy session with the Board in the interest
of costs control but agreed to assess the matter further
in the context of the Board’s agenda for 2024.
Enhanced communications between management and
Board on individual performance of Executive Leadership
Team members would be beneficial.
The CEO updates the Board and Remuneration Committee
Chair on the performance of individual Executive
Leadership Team members at regular intervals.
Internal Evaluation
An internal evaluation of the Board, its Committees and
individual Directors was undertaken during 2023. The
evaluation process was agreed by the Chairman and
the Company Secretary and involved the completion
of a detailed questionnaire by each of the Directors
covering the following areas:
The general performance of the Board
The processes that underpinned the
Board’s effectiveness
Strategy (including culture)
Risk and controls
The Board evaluation process continued its previously
adopted practice of requesting separate feedback on
the effectiveness of the Board and its Committees from
senior executives who had attended Board meetings,
from the Group’s internal audit partner (PwC), and the
Group’s audit partner (KPMG).
The evaluation results were assessed by the Company
Secretary who prepared a report for the Chairman of the
Board and the Chair of each Committee. The reports
were reviewed by the Chairman of the Board and
each Committee Chair and the principal findings were
discussed in detail with the Board and, in respect of
each Committee report, each Committee.
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Board Evaluation Process – Board Strengths
Board and Committees are effective, and the
quality of reports published by Committees are
to an appropriate standard
Board relationships with investors, auditors and
advisers is effective
The Board had a strong ability to address strategic
questions in a clear and timely manner
The in-person Board meeting in May 2023 was
particularly effective in facilitating a high quality
of robust debate and challenge to management
Sufficient time is devoted by the Board to reviewing
the Group’s culture and stakeholder interests and
achievement against strategic objectives
The Board was sufficiently diverse
Board Evaluation Process –
Recommendations for Improving
Board Effectiveness
As part of the evaluation exercise, the following
recommendations for improving the effectiveness
of the Board were made:
Continue the qualitative research, assessment, and
discussion of the opinions of Hostelworld’s core
customer groups (young travellers and hostel owners)
to further inform trading and strategy discussions
at Board level
An enhanced focus to be applied on potential longer-
term strategy dynamics and trends impacting the
Company and resulting opportunities that may arise
Succession planning over 2024 should continue
to be a key focus area given the tenure of non-
executive directors
Continued focus to be applied on agreeing topics
for interactive and team-based discussion with the
Executive Directors and broader management team
These recommendations and the separate
recommendations for improving Board effectiveness
provided by senior executives, auditors and advisers
who had presented to the Board during the year will
be considered in connection with establishing and
implementing the Board’s agenda over 2024.
The Chairman also conducted an appraisal of the
performance of each Director (considering the views
of the other Directors) and reported that each Director
continues to perform effectively and demonstrates
commitment to the role. As part of the appraisal exercise,
the Chairman assessed the individual and collective
depth and breadth of skills, experience and knowledge
of the Non-Executive Directors and concluded that
these were adequate to enable the Board and its
Committees to discharge their respective duties and
responsibilities effectively.
Led by the Senior Independent Director, an assessment
of the Chairman’s performance was carried out in 2023
which confirmed that the Chairman continues to perform
effectively in his role.
Board Evaluation and Succession Planning
The results of the Board evaluation were considered by
the Nomination Committee in the context of discussing
and considering succession planning for Non-Executive
Directors and Executive Directors.
External Evaluation Assessment
Consistent with prior years, the Board considered
the benefits of having a Board evaluation exercise
performed by an external third-party consultant but
decided not to do so in circumstances where the
evaluation process proposed by the Company Secretary
and the Chairman was comprehensive and was fully
aligned with the published guidelines of the Financial
Reporting Council.
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Audit Committee Report
4. Audit, Risk and Internal Control – Principles M‑O of the
2018 Code
As Chair of the Audit Committee, I am pleased to present this report setting out the work of the Audit Committee
for the year ended 31 December 2023.
During the year, the Audit Committee discharged its duties effectively and to a high standard and continued to
support the Board in overseeing the recovery of the business from the COVID-19 pandemic. The Committee plays
an important role in ensuring the Group’s financial integrity for shareholders through oversight of the financial
reporting process, including the risk and control systems which underlie that process.
Audit Committee Membership
Membership
No. of scheduled meetings/total no. of scheduled
meetings held when the Director was a member
Attendance %
Éimear Moloney (Chair)
4/4
100%
Carl G. Shepherd
4/4
100%
Evan Cohen
4/4
100%
The Audit Committee’s composition complies with the requirements of the 2018 Code. The Company Secretary acts
as secretary to the Audit Committee.
Éimear Moloney continues to chair the Audit Committee, who along with other members Carl G. Shepherd and
Evan Cohen are also independent Non-Executive Directors of the Company.
The Board is satisfied that the Audit Committee meets the requirements of the UK Corporate Governance Code
with respect to recent and relevant financial experience. Éimear Moloney, as Chairperson of the Committee is a
qualified accountant with relevant financial experience by virtue of her prior senior investment manager roles in
Zurich Life Assurance (Ireland) plc.
The Board is also satisfied that all three Committee members are independent, have the competence and broad
experience relevant to the online travel sector in addition to a diverse range of skills, experience and expertise
(as described in the Committee members’ biography details at pages 86 to 88) to ensure meaningful and effective
contribution to the Audit Committee.
In addition, during 2023 the Audit Committee received external training from a leading consultancy firm which focused
on sustainability reporting including Environmental, Social and Governance (“ESG”), Task Force on Climate-related
Financial Disclosures (“TCFD”) requirements and an introduction to the EU Climate Sustainability Reporting Directive
(“CSRD”) and development and compliance requirements of the UK Corporate Governance Code.
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Audit Committee Role and Responsibilities
During the financial year ended 31 December 2023,
in line with its Terms of Reference (the full version of
which is available at
www.hostelworldgroup.com
),
the Audit Committee:
Reviewed the integrity of the financial statements
of the Company, including critical judgements in
applying the Group’s accounting policies, key sources
of estimation uncertainty, and the information
supporting the financial statements being prepared
on a going concern basis;
Assessed whether the Report, taken as a whole,
are fair, balanced and understandable, facilitating
shareholders assessment of the Group’s position
and performance, business model and strategy;
Reviewed the adequacy and effectiveness of the
Company’s internal financial controls;
Monitored the Group’s risk management systems
and procedures, the identification of principal and
emerging risks and completed an assessment of the
climate-related risks and opportunities impacting
the Group;
Assessed the Group’s compliance with the TCFD
reporting requirements;
Reviewed a GDPR audit report from the Group’s
Data Protection Officer;
Assessed the Company’s compliance with the
requirements of the 2018 Code;
Oversaw the functioning of the internal audit
function, as currently outsourced to PwC; and
Oversaw the onboarding and relationship with the
new Group external auditor KPMG.
Following each meeting, the Audit Committee communicates its main discussion points and findings to the Board.
Audit Committee activities:
August
2023
October
2023
December
2023
March
2024
Financial Control
Review and approve preliminary results to the Market
Consider key matters affecting the financial statements and significant
areas of judgement
Review accounting regulator correspondence
Review the liquidity position of the Group
Approve to adopt going concern assumption in preparing financial statements
Review and approve viability statements prepared relating to the Group
Consider the impact of new accounting policies on the Group
In their review of the draft of the Report and Interim Statement,
confirm if the reports are fair, balanced and understandable
Approve the Report and the Interim Statement for signing by the
Group’s Executive Directors
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Audit Committee activities:
August
2023
October
2023
December
2023
March
2024
Risk Management
Review principal and emerging risk register assessment prepared
by the Hostelworld team, including processes to complete
Review TCFD workplans and assessments completed by management,
included a detailed risk and opportunity register and scenario analysis
completed to assess the impact of climate change on the Group
Receive and review security updates from the Group’s Head of IT Security,
and related risk dashboards to monitor threats on the Group environment
Review business continuity plans in place
Reviewed the effectiveness of the Group’s antibribery and fraud procedures
Receive and review reports from the DPO
Complete a review of financial, IT and general controls impacting
financial statement line items
Monitor Group whistleblowing procedures and reports
Internal Audit
Review results of internal audits completed during the year
and monitor progress on open actions and findings
Committee meeting with internal audit, without attendance
of the senior management of the Group
Approve internal audit plan for the upcoming financial year
Complete evaluation of internal audit function
External Audit
Consider external audit plan presented by KPMG
Confirm auditor independence
Complete evaluation of external statutory audit function
Approve auditor engagement fees for audit services provided
Committee meeting with external audit, without attendance of the
senior management of the Group
Consider non-audit services engaged by the Group (none provided)
and materiality of related fees
Receive a report from the external auditors on the results of the financial statement
and IT audit and consider any internal control recommendations arising
Review management representation letter obtained from auditors containing
representations about Hostelworld Group, to be signed with the Report
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ADDITIONAL INFORMATION
Critical Judgements in applying the Group’s Accounting Policies, and Key Sources of
Estimation Uncertainty
In respect of the year ended 31 December 2023, the Audit Committee considered the below significant issues.
At each meeting during the year the Audit Committee received a paper from management assessing each critical
judgement and key sources of estimation uncertainty impacting the Group.
Area of Focus
Description and Resolution
Going Concern and
Viability Statement
The Audit Committee reviewed the Group’s assessment of going concern over a period of not
less than 12 months from the date of signing.
In their assessment the Audit Committee have reviewed the Group’s available cash resources, cash
generation from operations, the Group’s liquidity, borrowing facilities and related debt covenant
requirements. Further information on the Group’s debt facilities, which were refinanced in May
2023, are provided in note 21 to the Financial Statements and outlined in the Chief Financial
Officer’s review on pages 24 to 29.
Three scenarios were considered by the Audit Committee – a base case to which January and
February 2024 revenue is trending, an upside, and a worst case. Under all scenarios the Group
remains a going concern.
The Audit Committee also reviewed an assessment of the principal risks and uncertainties facing
the Group and the impact on the Group’s financials should they realise. The Group’s principal risks
are outlined on pages 31 to 40, and its viability statement is included on pages 42 and 43.
Furthermore, the Audit Committee also reviewed the impact that climate change has on assumptions
included in the budget for 2024. The Audit Committee is satisfied that the carrying value of
principal assets is not impacted and that no provisions or contingent liabilities need to be
recognised. The Audit Committee is also satisfied that cashflows include the cost of any work
being completed relating to the Group’s sustainability roadmap, including the cost of investment
in any climate action projects. The Groups sustainability report is included on pages 45 to 65.
After due consideration and review, the Audit Committee have a reasonable expectation that
the Group has adequate resources to continue in operational existence for a period of at least
12 months from the date of approval of the financial statements and were satisfied that the
Group remained viable under the stressed scenarios.
Carrying Value
of Goodwill and
Intangible Assets
Goodwill and intangible asset impairment reviews involve a range of judgmental decisions largely
related to the assumptions used to assess the value-in-use of the assets being tested. These
assumptions typically include short and long-term business and macroeconomic projections,
cash flow forecasts and associated discount rates.
The Audit Committee reviewed valuations prepared on the Group’s goodwill and domain names’
carrying value. The Audit Committee reviewed the methodology applied including ensuring that
the discount rates used were appropriate, that the assessment of a singular CGU was appropriate
and reviewed the sensitivity analysis performed on key assumptions including the Group’s growth
and discount rates.
Following these discussions, the Audit Committee were satisfied with the headroom included in the
valuation models and the carrying value of goodwill and intangible assets at 31 December 2023.
Deferred Tax Asset
Recognition and
Recoverability of
Deferred Tax Assets
Deferred tax assets are recognised to the extent that it is probable that taxable profits will be
available in future periods against which the reversal of temporary differences can be deducted.
The extent to which it is probable that taxable profits will be available in future periods has been
assessed by management based on the same cashflows utilised within the review of the carrying
value of goodwill and intangible assets.
The Audit Committee has reviewed the initial recognition, the Group’s ability to recover deferred
tax assets recognised, the headroom included within the modelling and sensitivity analysis. The
losses and timing differences which relate to the deferred tax assets recognised do not expire. As
a result of their review, the Audit Committee is satisfied with the carrying value at 31 December
2023 of €15.5m (2022: €9.2m).
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Area of Focus
Description and Resolution
Capitalisation of
Development Costs
The Group incurs significant internal costs in respect of the ongoing development and modernisation
of its IT systems and enabling its social orientated growth strategy. The accounting for these costs
as either development costs, which are capitalised as intangibles, or expenses as they are incurred
involves judgement.
Capitalised development cost additions during the year comprised of internal staff costs of €2.9m
(2022: €2.0m) and other internally generated additions of €1.0m
(2022: €2.5m) which were
capitalised in accordance with the criteria as set out in IAS 38 Intangible Assets.
The Audit Committee has reviewed management’s application of the accounting policy adopted
and the assessment as to whether current projects meet the criteria required for costs to be
capitalised (including feasibility of completion, intention to complete, probable economic benefits,
availability of resources to complete, and ability to measure expenditure).
The Audit Committee considers the approach taken and the application of the policy to
be appropriate.
Exceptional Items
The Audit Committee considered the presentation of the Group’s financial statements and, in
particular, the appropriateness of the presentation of exceptional items. The Audit Committee
considered if exceptional items were in line with the Group’s policy and also if the reported
results represented a true and fair view of the underlying performance during the year.
The Audit Committee is satisfied with the presentation of exceptional items in the financial
statements, and that there is sufficient detail to allow users of the financial statements to
understand the nature and extent of the exceptional items and how they arose.
Sustainability
The Audit Committee considered the recommendations of the TCFD including the Group’s
climate risk and opportunity register, governance structure, metrics and targets. The Group also
considered the impact of climate risk on the Group’s cashflows. The Audit Committee concluded
that the disclosures included within the sustainability report on pages 48 to 64 were made in
accordance with the recommendations of the TCFD framework and are appropriate and relevant.
Assessment of Annual Report and
Financial Statements: Fair, Balanced
and Understandable
The Audit Committee received copies of the Report
during the drafting stage and provided feedback to the
Hostelworld team. The Report process is designed to
give the Board enough time to assess whether it is fair,
balanced and understandable, as required by the Code.
In their review, the Audit Committee also considered
whether the Report contained the necessary information
for shareholders to assess the Company’s position,
results and performance, business model and strategy.
In particular, the Audit Committee considered if the
narrative on the recovery of trading from the impact
of COVID-19, the Group’s refinance in May 2023 and
the TCFD sustainability disclosures included were
accurate and complete.
The Audit Committee is satisfied that on balance, the
Report represent an accurate and fair narrative of the
key events of 2023, both positive and negative, and the
strategy as approved by the Board. The Audit Committee
is also satisfied that the narrative in the Strategic Report
and Governance sections of the Report are also
consistent with the financial reporting contained in the
financial statements.
External Auditors
Our external auditor for the financial year ended
31 December 2023 was KPMG, and Brian MacSweeney
was signing audit partner. The 2023 financial year was
KPMGs first year as external audit firm, following their
appointment in 2022 as a result of a mandatory audit
tender process. The Audit Committee oversaw the
onboarding and reviewed the effectiveness of the
new external audit partner. I met with Brian a number
of times outside of the main Audit Committee meeting
cycle during 2023 to review the most significant risk
areas and areas of judgement affecting the Group, to
assess the quality of output KPMG received from the
Hostelworld team and to discuss any emerging risks
or issues identified. Key challenges from KPMG
focused on the recognition of the deferred tax asset
for 2023, the valuation of goodwill and intangibles
and revenue recognition.
Corporate Governance Report
continued
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KPMG reported their key audit findings to the Committee
in March 2024 prior to the finalisation of the financial
statements. Their presentation included a schedule
of unadjusted errors and misstatements (none noted)
and their work completed on significant judgements
and estimations and key areas of risk.
The Committee considered KPMG’s internal policies
and procedures for maintaining independence and
objectivity and their approach to audit quality. The
Committee assessed the quality of the external audit
plan as presented by KPMG and satisfied itself as to
the expertise and resources being made available.
The Committee also reviewed the terms of the Letter of
Engagement and approved the level of remuneration
being paid to KPMG. To ensure no impact to audit
independence and objectivity, the Company has in
place a policy on the provision of non-audit services.
Under the policy, except in exceptional circumstances,
non-audit fees to the audit firm should not exceed 70%
of the total amount of the audit fee for the current
financial year. Non-audit work with an expected cost
in excess of €30,000 must be subject to competitive
tender and approved by the Audit Committee. During
2023, KPMG provided €nil non-audit services to the
Group. In 2022 the outgoing external auditors provided
non audit services of €13k relating to review of
covenants for our legacy COVID-19 debt facility with
HPS which was refinanced in May 2023.
Risk Management
Overall responsibility for risk management is with the
Board. The Audit Committee assists the Board by
taking delegated responsibility for risk identification and
assessment, in addition to reviewing the effectiveness
of the Group’s risk management and internal control
systems and making recommendations to the Board
thereon. Effective risk management underpins the
Group’s operating, financial and governance activities.
The Group’s approach to risk is to manage, rather than
eliminate, the risk of failure to achieve business
objectives and provide reasonable, but not absolute,
assurance against material misstatement or loss.
In 2023 the Audit Committee performed two detailed
assessments of the principal and emerging risks
faced by the Group. The Audit Committee received
presentations from the CFO and from Group functional
leads across cyber security and technology, legal and
data protection, financial reporting and taxation.
The Audit Committee also received three updates in
2023 on current and anticipated future ESG reporting
obligations related to the TCFD and CSRD. These
presentations provided the Committee with the
opportunity to validate the strength of internal controls
and risk mitigation, and to continue to develop a deeper
awareness and insight into the Group’s principal risks.
Proactive attention is given to key risks where the
probability of occurrence and extent of impact are
elevated by the consequences of geopolitical conflicts,
climate change and the deteriorating global economic
outlook. Further detail on the risk identification process
and the principal and emerging risks impacting the Group
is set out on pages 31 to 40.
The Group Risk Register are those risks that could have
a material adverse impact on the Group’s prospects,
business model, its financial condition, reputation, and
the results of its operations. The assessment included
a description of the impact of the risk materialising on
the Group, how the Group manages and mitigates
against the risk and the direction of change in the risk
profile in 2023. The Audit Committee also performed
two assessments of the principal risks and opportunities
relating to climate change impacting the Group, further
detail is set out on pages 51 to 58.
The Audit Committee receive reports of reviews
undertaken by the Group internal auditors, PwC, and
the external auditors, KPMG, which include details of
outcomes of tests performed on the effectiveness of
the controls of the Group over significant risk areas
and key financial reporting cycles.
Internal Control
The focus and design of the Group’s internal control
environment is to identify, evaluate, mitigate and
monitor the principal and emerging risks faced by the
business, and to report such risks to the Board in a
timely manner acknowledging that elimination of all
risk is not feasible. Key elements of the Group’s
ongoing controls include:
An organisational structure with clearly defined lines
of responsibility, delegation of authority amongst
the Group management, and a formal schedule of
matters specifically reserved for decisions by the
Board is maintained;
A comprehensive annual planning and budgeting
process reported for all operational units, which are
reviewed and approved by the Board;
Internal control systems and procedures to implement
and monitor the use of these delegated authorities
and capital expenditure controlled by budgetary
processes in line with authorisation levels;
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Financial control, budgeting and forecasting
systems, with regular reporting, variance analysis
and reviews of key performance indicators;
Robust systems by which the Group’s financial
statements are prepared, which included
assessment of key financial reporting risks arising
through complexity of transactions, changes to the
business, and changes in accounting standards;
A culture of continuous learning and development
including E-learnings completed in the year on areas
such as fraudulent payments which was specifically
designed for the finance function, anti-money
laundering and cyber security;
An experienced and suitably qualified finance
function that is fully conversant with the operations
of the business; and
A Code of Conduct setting out behavioural and
ethical standards, supported by clear anti-bribery
and corruption guidelines, and a whistleblowing
policy with an external independent hotline is well
documented and understood.
In March 2024 the Audit Committee completed a
detailed review of the operation of each key control
impacting financial statement disclosures. In
conjunction with this detailed review and the specific
reviews performed on the principal and emerging risks
impacting the Group, the climate risk and opportunities
register, the climate-related metrics and targets put in
place and the accuracy of the reporting to underpin the
reporting against these, the Audit Committee concluded
that the Group’s risk management arrangements and
controls are adequate to provide assurance and that
they are suitable for the Group’s size and strategy.
Internal Audit
The role of the internal audit function is to provide
independent and objective assurance, advice and
insight on governance, risk management and internal
controls to the Board, Audit Committee and the Group.
The internal audit function is outsourced to PwC.
The Audit Committee considers that PwC continue to
be independent and effective, and is satisfied with
the quality, experience and expertise of PwC as its
internal auditor.
I met with the PwC Internal Audit Partner and Director
several times during the year outside of the formal
meetings to discuss the general environment in which
the Group operates and emerging risks, the output of
the internal audit function and aspects of the Group’s
risk management processes.
During H2 2023 PwC providing training to the
Hostelworld ESG steering Committee on the upcoming
compliance requirements of CSRD and the areas which
needed focus and development by the Group to ensure
it ready to comply with the requirements of CSRD.
The 2023 internal audit plan, setting out areas of
internal audit focus, was agreed by the Audit Committee
with PwC following extensive engagement between
PwC and the Company’s management. The audit plan
focused on the principal risk areas for the Group. In
2023, the Audit Committee received three reports
from PwC covering:
External penetration test designed to assess our
security controls;
Review and benchmarking of our 2022 TCFD
sustainability narrative within our Annual Report; and
Findings follow up review for any open findings at
year end.
In their review the Audit Committee consider the
results of the audits undertaken and the adequacy of
management’s response to matters raised, including
the time taken to resolve such matters. There were no
open findings at year end relating to prior internal
audit reviews performed.
The Audit Committee reviewed and agreed the internal
audit plan for 2024 with PwC following consultation
between PwC and the Company’s senior management
which the Audit Committee believes is appropriate to
the scope and nature of the Group’s activities. The 2024
internal audit plan focuses on:
An incident management and response simulation
which will focus on cyber security and business
continuity and the Group’s readiness to respond to
an incident;
Human resources key controls;
CSRD readiness review; and
Findings follow up review for any open findings
at year end.
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Annual Evaluation of Performance
The performance of the Audit Committee was assessed
as part of the broader Board evaluation process in
relation to its Terms of Reference, composition,
procedures, contribution and effectiveness. The results
concluded that the Audit Committee continues to
operate effectively in line with the requirements of its
Terms of Reference and that the role and remit of the
Audit Committee remains appropriate in the current
economic and risk climate and with regards to the
needs of the Company.
Éimear Moloney
Éimear Moloney
Chairperson, Audit Committee
20 March 2024
Black Swan, Seville, Spain
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5. Remuneration – Principles P‑R of the Code
Remuneration Committee Report
Chair of the Remuneration Committee’s Annual Statement
Dear Shareholder,
As Chair of the Remuneration Committee, I am pleased to present the Company’s Remuneration Report for the year
ended 31 December 2023.
Membership
No. of meetings/total no. of meetings
held when the Director was a member
(1)
Attendance %
Carl G. Shepherd (Chair)
7/7
100%
Michael Cawley
7/7
100%
Éimear Moloney
7/7
100%
Evan Cohen
7/7
100%
(1) The Remuneration Committee separately approved the salary and compensation arrangements for a new member of the Executive Leadership Team via
written resolution.
The Company Secretary acts as Secretary to the Remuneration Committee.
Key Activities of the Remuneration Committee in 2023
The Remuneration Committee held 7 meetings during
2023 and, among other things, undertook the
following activities:
Finalised the 2022 Directors’ Remuneration Report;
Determined the salary increases for the Executive
Directors that applied for 2023, as reported last year;
Confirmed the vesting of the second tranche of
restricted share awards granted in lieu of a cash
bonus in 2021;
Confirmed the nil vesting outcome for the adjusted
EPS portion of the award made in 2020 under the
Long-Term Incentive Plan (“LTIP”) and, later in the
year, confirmed the 100% vesting outcome for the
TSR portion of the award;
Considered alternative approaches for amending the
Directors’ Remuneration Policy, agreed a preferred
approach and consulted with major shareholders and
proxy voting agencies on the proposed changes to
the Policy;
Agreed a salary increase for the CFO for 2024;
Reviewed the performance conditions to apply to
the cash bonus scheme to operate in 2024;
Considered the remuneration issues raised in
Provisions 32-41 of the UK Corporate Governance
Code and assessed the Company’s compliance
with these Provisions;
Reviewed overall workforce remuneration and related
policies and considered the alignment of Executive
Director pay with wider Company practices; and
Engaged with the wider workforce on
relevant matters, including those relating to
executive remuneration.
Subsequent to the financial year end, the Remuneration
Committee met to agree the 2024 salaries for the CEO
and other members of the Executive Leadership Team,
review and determine the final outturn of the 2023
annual bonus scheme and the LTIP award granted in
2021, agree the performance conditions to apply to
the cash bonus scheme to operate in 2024, agree the
targets for the LTIP award to be granted in 2024, approve
the final form of the new Directors’ Remuneration
Policy, and approve the contents of this Directors’
Remuneration Report.
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Executive Remuneration in 2023
In last year’s report we set out our plans for remuneration
for 2023, recognising the more positive outlook for the
business at the start of the year. Central to this was the
reintroduction of a cash bonus scheme for all employees,
after a number of years without such a valuable
incentive measure. For the Executive Directors and
other members of the Executive Leadership Team,
the 2023 bonus was based on the achievement of
performance targets linked to adjusted EBITDA and
net revenue, two critical indicators of financial success.
For other employees, bonuses were based on adjusted
EBITDA performance and personal objectives.
As evidenced by the results for 2023, the business had
a successful year, reporting strong financial performance,
growth in market share, increased operating leverage and
a strengthened balance sheet. As a result, the adjusted
EBITDA performance measure for the bonus scheme was
met in full and the net revenue measure was substantially
met. The specific performance targets are disclosed
on page 135. The Committee believes that the bonus
achievements were a fair and accurate reflection of
business performance over the year and as a result has
not exercised any discretion in respect of the outcome.
Bonuses were determined at levels of 96% of the
maximum opportunity for the Executive Directors,
equivalent to 96% of basic salary. The bonuses will
be paid in cash. The Remuneration Committee has
agreed that the bonus payment for the CEO will be
paid into his pension, at no extra cost to the Company.
2020 LTIP
An LTIP award was granted in May 2020 with
performance conditions based on adjusted EPS (25%
weighting) and absolute TSR (75% weighting). The EPS
element involved an assessment of adjusted EPS for the
financial year ended 31 December 2022 and, as
disclosed last year, the threshold performance level was
not achieved and therefore no element of this portion of
the award vested. The three-year performance period
for the TSR element ended on 1 May 2023 and
performance was tested shortly thereafter. Given the
steady recovery in trading performance since the
COVID-19 pandemic, a strong level of TSR performance
was recorded over the three-year period and the
maximum TSR target was exceeded. As a result, this
element of the award vested in full. The Remuneration
Committee is satisfied that this outcome was a fair
reflection of the performance of the business over what
was at times a challenging period, and there were no
“windfall gains”. The share price trajectory over the
period was mixed and although the price was notably
higher at the point of measurement in May 2023 than
at the time of grant, this was not simply the result
of the market returning to pre-COVID
-19 levels and
instead reflected Hostelworld-specific achievements.
The specific level of performance achieved against the
targets set, and the resulting value of the awards which
vested to the Executive Directors, are disclosed later
in this report. The CEO’s vested award is subject to a
two-year post-vesting holding period. (This provision
does not apply to the CFO as the 2020 LTIP award
was granted prior to her appointment to the Board.)
2021 LTIP
A further LTIP award was granted in April 2021 with
performance conditions based on cumulative adjusted
EBITDA (50% weighting) and the achievement of key
strategic objectives (50% weighting). As discussed in
last year’s report, the original targets set for this award
were amended during 2022 in light of the material
changes to the business environment since the time at
which the original targets were set, not least the negative
impact of the Omicron COVID-19 variant which emerged
at the end of 2021. The new targets were considered
not materially less difficult to satisfy than the original
targets, taking into account the new environment.
The performance conditions were measured over the
three-year period ended 31 December 2023, with
achievement of the amended targets assessed shortly
after the year end. In light of the recovery of the business
over the period, and the additional focus on important
medium-term strategic objectives, there was a high
level of target achievement. As a result, the 2021 LTIP
award will vest at a level of 100% in April 2024. The
vested awards for both the CEO and the CFO will be
subject to a two-year post-vesting holding period.
Full details of all the performance targets for the 2021
LTIP award are disclosed on pages 136 to 138. This
includes the targets for the strategic objectives, which
have not been previously disclosed for reasons of
commercial confidentiality.
The single total figure of remuneration table on page 134
includes the details of the aggregate value of the
awards in respect of both the 2020 LTIP (TSR portion)
and 2021 LTIP on account of the fact that each of these
awards had performance periods which ended in 2023.
The value of the combined figure is disproportionately
high as a result of the application of certain
compensation reporting requirements in respect of the
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2020 LTIP performance period start and end dates
which were atypical owing to the onset of COVID-19
in the early part of 2020. The awards reflect the
successful achievement of challenging targets set
by the Remuneration Committee centred on financial
performance, increased share price and meeting key
strategic objectives. For the purposes of ensuring
clarity of context and understanding on the part of the
reader, the equivalent amount for 2022 was zero, and
the vesting date of the next in-flight long-term incentive
will be 12 May 2025.
A New Directors’ Remuneration Policy
The Directors’ Remuneration Policy was last approved
by shareholders at the AGM in May 2022. In the context
of the ongoing uncertainties in the market at the time,
it was agreed to replace annual performance-based
LTIP awards in 2022 and 2023 with a one-off award of
restricted shares (the “2022 Restricted Share Award”).
The 2022 Restricted Share Award remains outstanding
and will vest in May 2025, subject to continued
employment and the Committee being satisfied
with individual and Company performance over the
three-year vesting period.
The 2022 Policy was designed to operate for a two-year
period and, accordingly, we will be seeking shareholder
approval for a new Policy at the AGM in 2024. During
the course of 2023, the Committee considered what
changes are required to the Policy to ensure the
maintenance of an appropriate link between performance
and reward. There was a desire for continuity and, as
a result, many existing aspects of the Policy are being
continued. The main change is that we have decided
to revert to granting LTIP awards with three-year
performance targets. After the challenges of recent
years, there is now a greater degree of stability in the
business, and we have better visibility over potential
future performance levels. The Committee strongly
believes that a performance-based long-term equity
award successfully aligns the interests of management
with those of shareholders and is consistent with the
Group’s performance-based culture. LTIP awards to be
granted in 2024 after shareholder approval of the new
Policy will have targets based on absolute TSR and
adjusted EPS performance conditions. There is no
change to the quantum of LTIP awards that can be
granted under the Policy, and we will grant at lower
levels than the permitted maximum in 2024 (see below).
All vested awards will remain subject to the standard
two-year post-vesting holding period.
The only other material change to the 2022 Policy is
that we are proposing an increase in the maximum
opportunity under the annual cash bonus scheme for the
CEO from 100% to 125% of basic salary. This reflects
our desire to ensure we are providing a competitive
remuneration package for the executive leader of the
business. Benchmarking data reviewed during 2023
indicated that a bonus of 125% of salary would be more
in line with market levels for this role, allowing us to
offer a short-term incentive which is suitably attractive.
Payment of any bonus remains subject to the satisfaction
of challenging performance conditions, and the CEO’s
on-target bonus will be half of his maximum bonus
opportunity. Any bonus will normally be payable in cash
although the Committee retains the flexibility to settle
in shares if considered appropriate. The maximum bonus
opportunity for the CFO remains at 100% of salary.
Other aspects of the 2022 Policy will continue unchanged.
I wrote to major shareholders and the main proxy
voting agencies in 2023 with details of our proposals.
Given the generally positive response, the Committee
has decided to proceed with taking the new Policy to
a formal shareholder vote at the AGM in May. The full
Policy is included within this report from page 124.
Implementation of the Policy in 2024
Subject to shareholder approval of the new Policy,
the CEO and the CFO will be eligible for cash bonuses
in 2024 up to a maximum value of 125% of basic salary
and 100% of basic salary respectively. Payment will
depend on the achievement of challenging targets
linked to adjusted EBITDA and net revenue, key financial
indicators for the Group. The specific targets are
currently considered commercially confidential but will
be disclosed in full in next year’s report. The targets
have been calibrated to reflect the higher potential
reward under the new Policy.
We intend to grant LTIP awards in 2024 at levels of
125% of basic salary for the CEO and 100% of basic
salary for the CFO. These are the same grant levels as
applied in 2021, the last time a performance-based
LTIP award was granted to the Directors.
Performance will be measured based on absolute TSR
(70% weighting) and adjusted EPS (30% weighting).
The specific targets for the LTIP awards are set out
on pages 143 and 144. In line with the new Policy, the
awards will include a two-year post-vesting holding
period and the Directors remain subject to the
shareholding guidelines set out in the Policy.
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GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
In agreeing performance measures for 2024, the
Committee discussed the use of non-financial
metrics linked to sustainability and other ESG matters,
recognising the shift in market practice to include
such metrics and the preference of some investors in
favour of directly incentivising progress on ESG.
Ultimately the Committee decided that the focus for
2024 should be on driving financial performance and
shareholder returns, but we will review on an annual
basis whether it would be appropriate for a minority
element of either the bonus or LTIP (or both) to include
targets linked to ESG or other non-financial measures.
The Committee agreed during 2023 that the basic salary
of the CFO would increase by 5% with effect from
1 January 2024. This reflects her continued development
in role and significant contribution to the success of
the business in 2023 and, more broadly, since she was
appointed. Her new salary is considered to more fairly
reflect her responsibilities and is more suitably positioned
against the salaries of those performing similar roles at
other listed companies of a similar size to Hostelworld.
For the CEO, the Committee has agreed a salary
increase of 3% for 2024.
Other members of the Executive Leadership Team
received an average salary increase of 3%, with the
average salary increase for other employees in the
organisation (excluding those not receiving any
increment due to inadequate individual performance),
being 6% for the 2024 annual review cycle. Including
market adjustments and promotions, the total average
salary increases for 2023 across the workforce
(excluding those in the organisation not receiving any
salary increase on grounds of inadequate individual
performance) is 7%. The percentage salary increases
for the Executive Directors are below that of the
average increase applied in the annual review to the
remainder of the workforce.
Pension and benefits provision will remain unchanged
for 2024 for the Executive Directors.
Remuneration for the Wider Hostelworld Group
The Remuneration Committee regularly reviews
remuneration practices across the wider Group and
considers the alignment between the pay policy for
the Executive Directors and that for others in the
organisation. 2023 saw the reintroduction of annual
cash bonuses for all colleagues, with adjusted EBITDA
included as a performance metric for all participants.
There was a further grant of restricted shares to selected
employees during the year to provide for long-term
alignment with Hostelworld shareholders and reinforce
an equity culture at the business. Looking forward, work
is being undertaken internally to review the approach
to long-term incentive compensation to ensure that
the Group has a compelling offer in what remains a
competitive market for talent.
Further details of wider workforce remuneration during
the year are set out on pages 141 and 142.
UK Corporate Governance Code (the “Code”)
The Company reports against the provisions of the UK
Corporate Governance Code. The approach for Directors’
remuneration is aligned with the Company’s approach
to pay in general as well as the culture and values of
the organisation. The Directors’ Remuneration Policy
and its implementation are designed to support strategy
and promote the long-term sustainable success of
the business. The Committee operates a formal and
transparent procedure for setting the Policy and for
agreeing payments under the framework set out in the
Policy. Discretion is applied where relevant, although
the Committee did not exercise any discretion in
respect of Directors’ remuneration in 2023.
Hostelworld continues to comply with the Code’s
remuneration provisions, with two exceptions. Details
of these Code exceptions and explanations for
non-compliance are set out on page 89.
The Committee is of the view that the Directors’
Remuneration Policy and its implementation is fully
consistent with the Remuneration Principles in the Code.
The growth strategy of the business is encouraged by
the use of incentive schemes which are focused on
financial outperformance, this being a reflection of our
strategic success. The business’s purpose is based
around inspiring people through travel. Hostelworld is a
key player in the growing travel market and executive
remuneration rewards our ability to expand the hostelling
category and capture further growth for the benefit of
shareholders and other stakeholders. The business has
a number of core values, central to which are a focus
on putting the customer first (critical for our ability to
enhance our reputation and grow the business),
prioritising simplicity over complexity and working well
together as a team. These values are reflected in
executive remuneration by, among other things, the
growth which will result from focusing on the customer,
a simple approach to pay design and the performance
focus across the entire company. The Policy and its
implementation is also aligned with the factors set out
in Provision 40 of the Code:
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continued
Clarity:
The new Policy and the way we intend to
implement it is clearly disclosed in this Annual
Statement and the supporting reports provide
full transparency of all elements of Directors’
remuneration for the year under review;
Simplicity:
The proposed Policy retains many of the
features of its predecessor and is relatively simple
and aligned to conventional market practice. Fixed
remuneration is complemented with an annual cash
bonus scheme and a three-year performance-based
long-term equity award;
Risk:
The new Policy involves performance-based
incentives which are agreed by the Remuneration
Committee following extensive discussion. Targets
are designed to be stretching but are not intended
to encourage an appropriate level of risk-taking.
There are suitable governance protections within
the Policy, such as malus and clawback provisions
and the Committee’s ability to operate a
discretionary override;
Predictability:
The Policy includes full details of
the individual limits in place for the pay schemes.
Any discretion exercised by the Committee in
implementing the Policy will be fully disclosed;
Proportionality:
The link between the delivery of
strategy and long-term performance and the
remuneration of the Executive Directors is set out in
this Annual Statement, the Directors’ Remuneration
Policy and the Annual Report on Remuneration. This
will be enhanced with the reversion to long-term
performance-based awards under the LTIP; and
Alignment to culture:
The approach to Directors’
remuneration is consistent with key Group cultural
tenets of transparency, inclusion and performance.
We have closely aligned the pay structures for
Directors with those in place elsewhere in the
Company as we seek to retain and motivate key talent
at all levels. This is reflected, for example, in the
structure of the cash bonus scheme which restarted
in 2023 and will continue for the coming year.
The Committee notes the recent publication of the new
version of the Code, which (with the exception of the
new Provision 29, which will apply to financial periods
beginning on or after 01 January 2026) will apply formally
for the financial year beginning 01 January 2025. The
Committee will review the remuneration-related
provisions and consider where any changes to existing
practices are required.
Dialogue with shareholders on remuneration matters
is important to the Committee. As noted above, we
engaged with major shareholders in 2023 and early
2024 on the terms of the new Remuneration Policy,
continuing a dialogue which has operated over many
years. This engagement will continue going forward.
The Remuneration Committee engaged with the wider
workforce during the financial year through Evan Cohen,
who replaced Éimear Moloney in 2023 as the designated
Non-Executive Director responsible for employee
engagement. This engagement covered a wide number
of issues relating to pay practices across the Company,
and also included a discussion of the way in which
executive remuneration aligns with wider Group policies.
Following each meeting, the Remuneration Committee
communicates its main discussion points and findings
to the Board.
Structure of this Report
This report has been prepared in accordance with the
relevant UK reporting regulations, the Listing Rules
and the UK Corporate Governance Code. The report
is divided into three parts:
This Annual Statement;
The new Directors’ Remuneration Policy, which will
be subject to a binding vote of shareholders at the
AGM to be held in May 2024; and
The Annual Report on Remuneration, which sets out
payments made to the Directors and details the link
between Company performance and remuneration
for the 2023 financial year. The Annual Report on
Remuneration together with this Annual Statement
is subject to the standard advisory shareholder vote
at the forthcoming AGM.
I hope that you find the information in this Report helpful
and informative and I look forward to your continued
support at the AGM.
I am always happy to hear from the Company’s
shareholders and you can contact me via the Company
Secretary if you have any questions on this report or
more generally in relation to remuneration at Hostelworld.
Carl G. Shepherd
Carl G. Shepherd
Chairperson, Remuneration Committee
20 March 2024
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
123
Room007 Ventura, Madrid, Spain
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Directors’ Remuneration Policy
Introduction
The Directors’ Remuneration Policy as set out below
will be put to a binding shareholder vote at the Annual
General Meeting on 02 May 2024 and will apply for
the period of three years from the date of approval.
The Policy will replace the Policy approved at the
AGM on 11 May 2022.
Any payments to the Directors and any payments for
loss of office can only be made if they are consistent
with the terms of the approved Policy. If the Committee
wishes to make a payment to Directors which is not
consistent with the Policy, it will be required to seek
shareholder approval for an amendment to the Policy
at a General Meeting.
The Policy has been prepared in line with the relevant UK
regulations. In designing the Policy, the Remuneration
Committee considered the progress of the business
since 2022, the talent market in which Hostelworld
operates, the opinion of internal stakeholders on the
Policy and the views of major shareholders. The
Executive Directors provided input into this process
but, to avoid conflicts of interest, no individual was
present when the Committee agreed the final shape
of the Policy or when his or her own remuneration
was discussed.
During 2023 the Chair of the Remuneration Committee
wrote to major shareholders and the main proxy
advisory services to explain the proposed approach
and to seek their views. The overall response was
broadly positive, with many shareholders supportive
of the Committee’s approach, which is considered in
line with standard market practice. Accordingly, the
Committee agreed to submit the Policy to a formal
binding shareholder vote at the forthcoming AGM.
Decisions around operating the Policy will be made by
the Committee each year and explained in the relevant
Directors’ Remuneration Report.
Changes to the Policy
The proposed Policy includes many of the features
incorporated within the Policy approved by
shareholders in 2022, with the main difference being
the approach to long-term incentives. The key changes
to note are as follows. These are explained further
in the Annual Statement from the Chair of the
Remuneration Committee.
The revised Policy increases the maximum annual
bonus opportunity from 100% of salary to 125% of
salary for the CEO. The bonus opportunity for the
CFO remains at 100%.
With effect from the LTIP awards to be granted in
2024, we have reverted to the conventional approach
of granting annual awards of shares which vest
after three years subject to the achievement of
performance conditions. The 2022 Restricted
Share Award – which was a one-off arrangement
reflective of the circumstances in place at the time
– has been removed from the forward-looking Policy.
In addition, a number of minor edits have been made
to the wording of the Policy.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Policy Table
The following table sets out each element of remuneration and how it supports the Company’s short and long-term
strategic objectives.
Base Salary
Link to strategic objectives:
Provides a base level of remuneration to support recruitment and retention of Executive
Directors with the necessary experience and expertise to deliver the Company’s strategy.
Operation
Opportunity
Performance metrics,
weighting and assessment
Salaries are reviewed annually, and any
changes are normally effective from
1 January in the financial year.
When determining an appropriate
level of salary, the Remuneration
Committee considers:
remuneration practices within
the Company;
the performance of the individual
Executive Director;
the individual Executive Director’s
experience and responsibilities;
the general performance of
the Company;
salaries within the ranges paid
by companies in the comparator
group used for remuneration
benchmarking; and
the economic environment.
Base salaries will be set at an appropriate
level within a comparator group of
comparably sized listed companies and
will normally increase in line with increases
made to the wider employee workforce.
Individuals who are recruited or promoted
to the Board may, on occasion, have their
salaries set below the targeted policy
level until they become established in
their role. In such cases subsequent
increases in salary may be higher than
the average until the target positioning
is achieved.
None
Benefits
Link to strategic objectives:
Provides a market competitive level of benefits to support recruitment and retention
of Executive Directors with the necessary experience and expertise to deliver the
Company’s strategy.
Operation
Opportunity
Performance metrics,
weighting and assessment
The Executive Directors receive benefits
which include, but are not limited to,
private medical insurance (family cover),
income protection and life assurance
cover (including tax, if any).
The Remuneration Committee recognises
the need to maintain suitable flexibility
in the determination of benefits that
ensure it is able to support the objective
of attracting and retaining personnel.
Accordingly, the Remuneration Committee
would expect to be able to adopt other
benefits including (but not limited to)
relocation expenses, tax equalisation
and support in meeting specific costs
incurred by Directors.
The maximum will be set at the cost
of providing the benefits described.
None
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continued
Pensions
Link to strategic objectives:
Provide retirement benefits to support recruitment and retention of Executive Directors
with the necessary experience and expertise to deliver the Company’s strategy.
Operation
Opportunity
Performance metrics,
weighting and assessment
The Remuneration Committee maintains
the ability to provide pension funding in
the form of a salary supplement, which
would not form part of the salary for the
purposes of determining the extent of
participation in the Company’s incentive
arrangements.
For the current CEO, the maximum
pension contribution as a percentage
of basic salary is 10%.
For the current CFO and for any new
Executive Director, the maximum
pension contribution will be in line with
the contribution level provided to the
majority of the workforce.
None
Annual Bonus Plan
Link to strategic objectives:
The Annual Bonus Plan provides an incentive to the Executive Directors linked to
achievement in delivering goals that are closely aligned with the Company’s strategy
and the creation of value for shareholders.
In particular, the Plan supports the Company’s objectives allowing the setting of annual
targets based on the business’ strategic objectives at that time, meaning that a wide
range of performance metrics can be used.
Operation
Opportunity
Performance metrics,
weighting and assessment
The Remuneration Committee will
determine the bonus payable after
the year end based on performance
against targets.
Annual bonuses are normally paid in
cash after the end of the financial year
to which they relate although the
Remuneration Committee will have the
flexibility to settle any bonus in shares.
On a change of control, the
Remuneration Committee may pay
bonuses on a pro rata basis measured
on performance up to the date of
change of control.
Malus will apply up to the date of the
bonus determination and clawback will
apply for two years from the date of
bonus determination.
The maximum bonus opportunity as a
% of base salary is 125% for the CEO
role and 100% for the CFO role and any
new Executive Director role appointed
during the Policy period.
Bonus payouts are determined
on the satisfaction of a range
of key financial and/or non-
financial objectives set by the
Remuneration Committee.
In addition, the payment of any
bonus will require the Remuneration
Committee to determine that
the Company has delivered an
acceptable level of performance
during the year.
The Remuneration Committee
retains discretion in exceptional
circumstances to change
performance measures and targets
and the weightings attached to
performance measures part-way
through a performance year if there
is a significant and material event
which causes the Remuneration
Committee to believe the original
measures, weightings and targets
are no longer appropriate. Discretion
may also be exercised in cases
where the Remuneration Committee
believes that the bonus outcome is
not a fair and accurate reflection
of business performance.
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ADDITIONAL INFORMATION
Long-Term Incentive Plan (LTIP)
Link to strategic objectives:
Awards are designed to incentivise the Executive Directors to maximise returns to
shareholders by successfully delivering the Company’s objectives over the long term.
Operation
Opportunity
Performance metrics,
weighting and assessment
Awards are granted annually to Executive
Directors under the LTIP. The vesting
period is normally three years, with
vesting normally subject to:
the Executive Director’s
continued employment at the
date of vesting; and
satisfaction of the
performance conditions.
The Remuneration Committee may
award dividend equivalents on awards
to the extent that they vest.
Awards which vest after the end of
the vesting period will be subject to
an additional two-year holding period.
During this period the shares cannot
be sold (other than as required for
tax purposes).
The LTIP rules contain standard
provisions to satisfy awards/dividend
equivalents in shares.
Malus will apply for the period from
grant to vesting with clawback applying
for the two-year period post vesting.
Awards may be made up to 150% of
base salary.
If exceptional circumstances arise,
including (but not limited to) the
recruitment of an individual, the
Remuneration Committee may grant
awards outside this limit up to a
maximum of 200% of a participant’s
annual basic salary.
No more than 25% of the award
will vest for threshold performance.
100% of the award will vest for
maximum performance.
LTIP awards will vest subject to
the achievement of challenging
performance conditions set by the
Remuneration Committee prior to
each grant. These will be determined
by the Committee each year taking
into account the specific strategic
priorities of the business at the
time. The Committee may change
the balance of the measures or use
different measures for subsequent
awards during the Policy period,
as appropriate.
The Remuneration Committee
retains discretion in exceptional
circumstances to change
performance measures and targets
and the weightings attached to
performance measures part way
through a performance period if
an event occurs which causes
the Remuneration Committee to
believe the original measures,
weightings and targets are no
longer appropriate.
Discretion may also be exercised
in cases where the Remuneration
Committee believes that the vesting
outcome is not a fair and accurate
reflection of business performance.
All-Employee Share Plan
Link to strategic objectives:
To encourage share ownership among Hostelworld employees and increase the alignment
with shareholders.
Operation
Opportunity
Performance metrics,
weighting and assessment
The Company does not currently have
an operational all-employee share plan
but may seek to offer one again in the
future. Executive Directors would be
entitled to participate on the same
terms as other employees.
The maximum participation limit will be
as set out in the relevant legislation.
None (as is the norm for approved
all-employee plans).
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Shareholding Requirement
Link to strategic objectives:
To support long-term commitment to the Company and the alignment of Executive Director
interests with those of shareholders.
Operation
Opportunity
Performance metrics,
weighting and assessment
The Remuneration Committee has
adopted formal shareholding guidelines
that will encourage the Executive
Directors to build up and then
subsequently hold a shareholding
equivalent of 200% of their base salary.
Adherence to these guidelines is a
condition of continued participation in
the equity incentive arrangements.
200% of salary
None.
Non-Executive Director Fees
Link to strategic objectives:
The Company provides a level of fees to support recruitment and retention of Non-Executive
Directors with the necessary experience to advise and assist with establishing and
monitoring the Company’s strategic objectives.
Operation
Opportunity
Performance metrics,
weighting and assessment
The Board as a whole is responsible for
setting the remuneration of the Non-
Executive Directors, other than the
Chairman whose remuneration is
considered by the Remuneration
Committee and recommended to
the Board.
Non-Executive Directors are paid a
base fee and additional fees for acting
as Senior Independent Director and as
Chair of Board committees (or to reflect
other additional responsibilities and/or
additional/unforeseen time commitments).
Non-Executive Directors do not
participate in any of the Company’s
incentive arrangements.
The base fees for Non-Executive
Directors are set at an appropriate rate.
In general, the level of fee increase
for the Non-Executive Directors will be
set taking account of any change in
responsibility and will take into account
the general rise in salaries across
the workforce.
The Company will pay reasonable
vouched expenses incurred by the
Chairman and Non-Executive Directors,
together with other benefits where
considered necessary (and any related
tax that may be payable).
None
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Choice of Performance Measures
Each year, the Remuneration Committee will choose the
appropriate performance measures and targets to apply
to the annual bonus plan and the LTIP. The measures
will be closely aligned with Hostelworld’s strategy and
business priorities at the time and will include targets
which are challenging and yet realistic. Full details of
the measures and the targets will be included in the
Annual Report on Remuneration for the relevant year.
For 2024, the Committee has deliberately focused on
key financial measures (adjusted EBITDA, net revenue
and adjusted EPS) to ensure that management is
incentivised to continue driving the performance of the
business over the one-year and three-year periods
covered by the annual bonus plan and LTIP respectively.
In addition, the LTIP includes an absolute TSR measure
which directly links management reward to the
experience of shareholders.
Malus and Clawback
Malus and clawback provisions within the annual bonus
scheme and the LTIP apply in the following circumstances:
Material misstatement of results;
Gross misconduct;
Error in calculating the number of shares subject
to an award or the amount of cash paid;
Corporate failure; or
Serious reputational damage.
As stated in the Policy table above for the annual bonus
plan, malus applies up to the date of bonus determination
and clawback applies for a period of two years from the
date of bonus determination. For the LTIP – malus will
apply for the three-year period from grant to vesting, with
clawback applying for the two-year period post vesting.
Discretion
The Remuneration Committee has discretion in
several areas of policy as set out in this report.
The Remuneration Committee may also exercise
operational and administrative discretions under
relevant plan rules approved by shareholders as set
out in those rules. These include (but are not limited
to) the choice of participants, the size of awards in
any year (subject to the limits set out in the Policy
table above), the determination of good and bad
leavers and the treatment of outstanding awards in
the event of a change of control.
In addition, the Remuneration Committee has the
discretion to amend the Policy with regard to minor or
administrative matters where it would be, in the opinion
of the Remuneration Committee, disproportionate to
seek or await shareholder approval.
Recruitment Policy
The approach when setting the remuneration of any
newly recruited Executive Director will be assessed in
line with the same principles for the Executive Directors,
as set out above. The Remuneration Committee’s
approach to recruitment remuneration is to pay no
more than is necessary to attract candidates of the
appropriate calibre and experience needed for the
role from the market in which the Company competes.
The Remuneration Committee is mindful that it wishes
to avoid paying more than it considers necessary to
secure the preferred candidate and will have regard
to guidelines and shareholder sentiment regarding
enhanced short-term or long-term incentive payments
made on recruitment and the appropriateness of any
performance measures associated with an award.
Subject to the paragraph below, the incentive awards
that can be received in any one year will not exceed the
maximum individual limits as set out in the Policy table.
The Remuneration Committee’s policy is not to provide
sign-on compensation. In addition, the Committee’s
policy is not to provide buyouts as a matter of course.
However, should the Committee determine that the
individual circumstances of recruitment justified the
provision of a buyout, the equivalent value of any
incentives that will be forfeited on cessation of the
individual’s previous employment will be calculated.
This will take into account, among other things, the
performance conditions attached to the vesting of these
incentives, the likelihood of vesting and the nature of
the awards (cash or equity). The Remuneration
Committee may then grant a buyout up to the same
value as the lapsed value, where possible, under the
Company’s incentive plans. To the extent that it is not
possible or practical to provide the buyout within
the terms of the Company’s existing incentive plans
the Remuneration Committee may in exceptional
circumstances consider it appropriate to grant an award
under a different structure to facilitate a buyout of
outstanding awards held by an individual on recruitment.
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continued
Where an existing employee is promoted to the Board, the Remuneration Policy will apply from the date of promotion
but there would be no retrospective application of the Policy in relation to subsisting incentive awards or remuneration
arrangements. Accordingly, prevailing elements of the remuneration package for an existing employee would be
honoured and form part of the ongoing remuneration of the person concerned. These would be disclosed to
shareholders in the Annual Report on Remuneration for the relevant financial year.
The Company’s policy when setting fees for the appointment of new Non-Executive Directors is to apply the policy
which applies to current Non-Executive Directors.
Legacy Arrangements
The Remuneration Committee has the authority to honour any commitments entered into with the existing Executive
Directors prior to the approval of this Remuneration Policy. For the avoidance of doubt, this includes the 2022
Restricted Share Award that does not form part of this forward-looking Policy.
Service Agreements and Letters of Appointment
Executive Directors
Each of the Executive Directors has entered into a service contract with the Group. Each Executive Director is
subject to re-election at the AGM.
Name
Position
Date of
service agreement
Notice period by
Company (months)
Notice period by
Director (months)
Gary Morrison
CEO
11 June 2018
12
12
Caroline Sherry
CFO
01 December 2020
6
6
Non-Executive Directors
The Non-Executive Directors have each entered into letters of appointment with the Company. Each independent
Non-Executive Director’s term of office runs for an initial period of three years unless terminated earlier upon
written notice or upon their resignations. Non-Executive Directors are also subject to re-election at each AGM.
The date of appointment of each Non-Executive Director is set out below:
Name
Effective date of appointment
Notice period by
Company (months)
Notice period by
Director (months)
Michael Cawley
14 October 2015
1
1
Carl G. Shepherd
01 October 2017
1
1
Éimear
Moloney
27 November 2017
1
1
Evan Cohen
14 August 2019
1
1
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Payment for Loss of Office
The Remuneration Committee will honour Executive Directors’ contractual entitlements. Service contracts do not
contain liquidated damages clauses. If a contract is to be terminated, the Remuneration Committee will determine
such mitigation as it considers fair and reasonable in each case. There are no contractual arrangements that would
guarantee a pension with limited or no abatement on severance or early retirement. There is no agreement between
the Company and its Executive Directors or employees providing for compensation for loss of office or employment
that occurs because of a takeover bid. The Remuneration Committee reserves the right to make additional payments
where such payments are made in good faith in discharge of an existing legal obligation (or by way of damages for
breach of such an obligation); or by way of settlement or compromise of any claim arising in connection with the
termination of an Executive Director’s office or employment; or in relation to the provision of outplacement or
similar services.
When determining any loss of office payment for a departing individual the Remuneration Committee will always seek
to minimise cost to the Company whilst seeking to address the circumstances at the time.
Remuneration element
Treatment on exit
Salary, Benefits
and Pension
Salary, benefits and pension will be paid over the notice period. The Company has discretion to
make a lump sum payment on termination equal to the salary, value of benefits and value of
company pension contributions payable during the notice period. In all cases the Company will
seek to mitigate any payments due.
Annual Bonus Plan
Good leaver reason
– pro-rated to time and performance for year of cessation.
Other reason
– no bonus payable for year of cessation.
LTIP
Good leaver reason
– Pro-rated to time and performance (where applicable) in respect of each
subsisting LTIP award.
Other reason
– Lapse of any unvested LTIP award.
The Remuneration Committee has the following elements of discretion:
to determine that an executive is a good leaver (see below);
to measure performance (where applicable) over the original performance period or at the date
of cessation. The Committee will make this determination depending on the type of good leaver
reason resulting in the cessation;
the Remuneration Committee’s policy is generally to pro-rate to time from the date of grant to
the date of cessation. It is the Remuneration Committee’s intention to only use its discretion to
adopt a different approach to pro-rating in circumstances where there is an appropriate business
case which will be explained in full to shareholders; and
to determine the extent to which the post-vesting holding period will apply for a good leaver.
The Committee has agreed that the holding period will not apply in the event of death.
A good leaver reason may include cessation in the following circumstances:
Death;
Ill-health;
Injury or disability;
Redundancy;
Retirement with agreement of employer;
Employing company ceasing to be a Group company;
Employing company transferred to a person who is not a Group Member; or
At the discretion of the Remuneration Committee (as described above).
Cessation of employment in circumstances other than those set out above is cessation for other reasons.
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continued
Change of Control
The Remuneration Committee’s policy on the vesting of incentives on a change of control is summarised below:
Name of Incentive Plan
Change of control
Discretion
Annual Bonus Plan
Pro-rated for time and performance to the
date of the change of control.
The Remuneration Committee has discretion to
continue the operation of the Plan to the end of
the bonus year.
LTIP
The number of shares subject to subsisting
LTIP awards vesting on a change of control
will be pro-rated for time and performance
(where applicable).
Options to the extent vested may be exercised
at any time during the period of six months
following the change of control and if not so
vested will lapse at the end of such period
unless the Remuneration Committee
determines that a longer period shall apply.
The Remuneration Committee retains absolute
discretion regarding the proportion vesting,
taking into account time and performance
(where applicable).
There is a presumption that the Remuneration
Committee will pro-rate to time. The
Remuneration Committee may take a different
approach where it views the change of control
as an event which has provided a material
enhanced value to shareholders which will be
fully explained to shareholders. In all cases the
performance conditions (where applicable)
must be satisfied, subject to the Committee’s
discretion (as noted above).
Illustrations of the Application of the Remuneration Policy
The charts below illustrate the remuneration that would be paid to each of the Executive Directors, based on current
salaries, under three different performance scenarios: (i) Minimum; (ii) On-target; and (iii) Maximum. The elements
of remuneration have been categorised into three components: (i) Fixed; (ii) Annual bonus; and (iii) LTIP, with the
assumptions set out below:
Element
Minimum
On-target
Maximum
Salary, benefits
and pension
(1)
Included
Included
Included
Annual bonus
No bonus payable
CEO: 62.5% of salary
CFO: 56% of salary
CEO: 125% of salary
CFO: 100% of salary
LTIP
No LTIP vesting
CEO: 55% of
maximum opportunity
CFO: 55% of
maximum opportunity
CEO: 125% of salary
CFO: 100% of salary
(1) Reflects the value of basic salaries in 2024, an estimate of benefits provided
(based on 2023 values) and pension entitlements in line with the
Remuneration Policy.
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
In addition, the maximum column has been extended to show the potential impact of 50% share price growth on
LTIP awards, as required by the reporting regulations.
Remuneration in the Wider Hostelworld Group
The Remuneration Committee considers pay and
employment conditions across the Group as a whole
when reviewing the Directors’ Remuneration Policy and
the remuneration of the Executive Directors and other
members of the Executive Leadership Team. Among
other things, the Committee considers remuneration
and recruitment trends across the wider workforce,
the salary and incentive opportunities in place across
the Group and the range of base pay increases which
have been agreed for employees.
The Group’s general approach is to provide a
remuneration package for all employees that is market
competitive, and the same reward and performance
philosophy operates throughout the business. There
is significant alignment between the remuneration for
the Executive Directors and other senior leaders in
the business.
A summary of current remuneration practices across
the Company is included in the Annual Report on
Remuneration each year.
Consideration of Shareholder Views
The Remuneration Committee takes the views of
shareholders seriously and these views are considered
in shaping the Remuneration Policy and its operation.
During 2023 and early 2024, the Committee conducted
a consultation exercise with major shareholders and
the main proxy advisors on the details of the proposed
Remuneration Policy. The general response from
major shareholders was positive and, accordingly, the
Committee decided to proceed with recommending
that shareholders formally approve the proposals at
the forthcoming AGM. In addition, the Committee will
consider carefully the outcome of the shareholder
votes on the Policy and the Directors’ Remuneration
Report at the AGM.
€0
€500
€1,000
€1,500
€2,000
€2,500
Maximum
On Target
Fixed
€0
€500
€1,000
€1,500
€2,000
€2,500
Maximum
On Target
Fixed
100%
46%
26%
28%
31%
34%
34%
Chief Financial Officer
€’000
€353k
€718k
€1,011k
€1,175k
Chief Executive Officer
€’000
Fixed Pay
Annual Bonus
LTIP
LTIP with 50% Share Price Growth
€556k
100%
46%
26%
28%
31%
34%
34%
€1,205k
€1,791k
€2,100k
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continued
Annual Report on Remuneration
Remuneration Summary – Executive Directors (Audited)
The table below sets out the amounts settled during 2023 and 2022 pursuant to each Director’s remuneration
package. The table is an APM of the Executive Directors’ actual pay received and, as result, does not include values
for amounts not paid or not vested in the relevant year.
Director
Salary
(€’000)
Taxable
Benefits
(€’000)
(1)
Pension
(€’000)
(2)
Bonus
(€’000)
(3)
LTIP Received
as Shares
(€’000)
(4)(5)
RSU Received
as Shares
(€’000)
(6)
Total
(€’000)
Gary Morrison
2023
479.8
12.3
48.0
912.2
331.3
1,783.6
2022
465.8
9.6
46.6
193.2
715.20
Caroline Sherry
2023
313.1
4.7
18.8
99.3
205.4
641.3
2022
304.0
4.6
18.2
119.8
446.6
(1) Taxable benefits represent payments for health insurance and life assurance policies.
(2) Pension contributions were made at a level of 10% of basic salary for Gary Morrison and 6% of basic salary for Caroline Sherry.
(3) 202
3 bonus earned paid in Q1 2024 to both Directors and so not included in the table above.
(4) The TSR element of the LTIP 2020 award vested in May 2023. The vesting share price for the 2020 award was 135 pence, this being the share price on
09 May 2023, the date of vesting, and translated to € using the Central Bank FX rate that applied on that date.
(5) The LTIP 2021 award will not vest until April 2024 and so has not been included in the table above.
(6) In 2021 each Executive Director was granted a 2021 Restricted Share Award over shares equivalent at grant to 112% of basic salary, being two times their
target annual cash bonus. This reflected the cancellation of the cash bonus scheme for 2021 and 2022. Each 2021 Restricted Share Award vested in two
tranches, subject in both cases to the participant being employed by Hostelworld as of the vesting date and satisfactory personal performance. The first
tranche (representing the first 50% of the award) vested on 28 February 2022, award price 75p, and the second tranche vested on 28 February 2023,
award price 135p, and translated to € using the Central Bank FX rate that applied on each date.
Single Total Figure of Remuneration (Audited)
Executive Directors
The table below sets out the single total figure of remuneration received or receivable and the breakdown for each
Executive Director in respect of the 2023 financial year, as required by the UK regulations. Amounts disclosed for
LTIP for 2023 relate to two separate grants, the 2020 grant made on 02 May 2020 and the 2021 grant made on
27 April 2021. Both schemes have performance periods that concluded in 2023 and so have been disclosed within
the 2023 single total figure of remuneration. The Board acknowledges that while it has a legal obligation to disclose
a figure for ‘Single Total Figure for Remuneration’
, it strongly believes that this does not accurately convey the
remuneration of the Executive Directors for 2023 and that this is more accurately represented in the table above.
Director
Fixed pay
Annual
Incentive
Long-Term Incentive Plans
Total
(€’000)
Total Fixed
salary,
benefits and
pension
(€’000)
Total
Variable
bonus and
LTIP only
(€’000)
Salary
(€’000)
Taxable
Benefits
(€’000)
(1)
Pension
(€’000)
(5)
Bonus
(€’000)
(2)
LTIP 2020
(€’000)
(3)
LTIP 2021
(€’000)
(4)
Total
LTIP
(€’000)
Gary Morrison
2023
479.8
12.3
48.0
458.5
912.2
682.7 1,594.9 2,593.5
540.1 2,053.4
2022
465.8
9.6
46.6
522.0
522.0
Caroline Sherry
2023
313.1
4.7
18.8
299.2
99.3
338.7
438.0
1,073.8
336.6
737.2
2022
304.0
4.6
18.2
326.8
326.8
(1) Benefits represent payments for health insurance and life assurance policies.
(2) The Remuneration Committee agreed that the bonus for Gary Morrison for
2023 would be paid as a contribution into his pension, at no extra cost to
the Company.
(3) The amounts in this column relate to the TSR element of the LTIP award granted in May 2020, which vested in May 202
3. The vesting share price for the
2020 award was 135 pence, this being the share price on 09 May 2023, the date of vesting, and translated to € using the Central Bank FX rate that applied
on that date. Of the amount stated for the TSR element of the 2020 LTIP award, €413k for Gary Morrison and €45k for Caroline Sherry was attributable to
share price appreciation since the date of grant. The Remuneration Committee has not exercised any discretion in relation to this matter.
(4) The amounts in this column relate to the LTIP award granted in April 2021, which was subject to performance conditions measured up to 31 December 2023.
The vesting share price for the 2021 LTIP award has been estimated at 123.63 pence, based on the average share price over the three months ended
31 December 2023, and translated to € using the Central Bank FX rate that applied on 31 December 2023. The 2021 award will vest in April 2024. Of the
amount stated for the 2021 LTIP award, €128k for Gary Morrison and €64k for Caroline Sherry was attributable to share price appreciation since the date
of grant. The Remuneration Committee has not exercised any discretion in relation to this matter.
(5) Pension contributions were made at a level of 10% of basic salary for Gary Morrison and 6% of basic salary for Caroline Sherry.
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ADDITIONAL INFORMATION
Non-Executive Directors
The table below sets out the single total figure of remuneration and breakdown for each Non-Executive Director.
Fees
(€’000)
Taxable
Benefits
(€’000)
Other
(€’000)
Total
(€’000)
Total
Fixed
(€’000)
Total
Variable
(€’000)
Director
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
Michael Cawley
(1)
145.0
145.0
145.0
145.0
145.0
145.0
Carl G. Shepherd
(2)
74.0
74.0
74.0
74.0
74.0
74.0
Éimear Moloney
(3)
67.0
67.0
67.0
67.0
67.0
67.0
Evan Cohen
60.0
60.0
60.0
60.0
60.0
60.0
(1) Chairman of the Board and Chair of the Nominations Committee.
(2) Chair of the Remuneration Committee and Senior Independent Director.
(3) Chair of the Audit Committee.
Additional Information regarding Single Figure Table (Audited)
Basic Salary
As explained in last year’s Directors’ Remuneration Report, the basic salaries of the Executive Directors were increased
by 3% with effect from 1 January 2023.
Annual Bonus
The Executive Directors were entitled to consideration for an annual cash bonus for 2023 of up to a maximum of
100% of basic salary subject to the satisfaction of performance targets based on adjusted EBITDA (for 70% of the
award) and net revenue (for 30% of the award). The targets were set at the start of 2023 taking into account the
business environment at the time and internal expectations of Hostelworld’s performance over the year. No bonus
was payable in the event that the threshold adjusted EBITDA target was not met.
The table below sets out the details of the performance targets that were used to determine the annual bonus outcome.
Performance metric
Weighting
Threshold
performance
level
% of max
payout of
relevant
element at
threshold
Target
performance
level
% of max
payout of
relevant
element at
target
Maximum
performance
level
% of max
payout of
relevant
element at
max
Actual
performance
Resulting
payout
(% of
award)
Adjusted EBITDA
70%
€13.2m
25%
€14.7m
56%
€17.6m
100%
€18.4m
100%
Net revenue
30%
€78.7m
25%
€87.5m
56%
€96.2m
100%
€93.3m
85%
Based on performance against both the adjusted EBITDA and net revenue targets, the total bonus payment was
equivalent to 96% of the maximum opportunity. The table below summarises the annual bonus awarded to Gary
Morrison and Caroline Sherry in respect of 2023:
Director
Maximum bonus
opportunity
(% of salary)
Bonus awarded
(% of maximum)
Bonus awarded
(% of salary)
Bonus awarded
(€’000)
Gary Morrison
100%
96%
96%
€458.5k
Caroline Sherry
100%
96%
96%
€299.2k
The Committee believes that the bonuses achieved as set out above were a fair and accurate reflection of business
performance over the year and as a result has not exercised any discretion in respect of the outcome.
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Long-Term Incentives Vesting Subject to Performance Period ending in 2023
2020 Award
In 2020, LTIP awards were granted to Gary Morrison, Caroline Sherry and other members of the senior management
subject to adjusted EPS and absolute TSR performance conditions. As disclosed in last year’s report, the threshold
performance condition was not met for the adjusted EPS element as at 31 December 2022 and, as a result, this
portion of the award lapsed. The absolute TSR element was tested after 01 May 2023 and as performance was
above the maximum target, this portion of the award vested in full.
Adjusted EPS condition (25%)
Adjusted EPS for the financial year ended 31 December 2022
Vesting
Less than 0c
0%
0c
25%
8.87c
100%
Between 0c and 8.87c
Straight-line vesting between 25% and 100%
Outcome:
(5.97)c
0%
Absolute TSR condition (75%)
Annualised TSR of the Company
over the three-year period to 1 May 2023
Vesting
Less than 5.0% p.a.
0%
5.0% p.a.
25%
15.0% p.a. or above
100%
Between 5.0% and 15.0% p.a.
Straight-line vesting between 25% and 100%
Outcome:
21.2% p.a
100%
As a result of the above performance test, the total level of vesting for the award granted in 2020 was 75%. The
Remuneration Committee was satisfied that this vesting outcome represented a fair and accurate reflection of
business performance over the performance period and, accordingly, did not exercise any discretion in respect of
the outcome.
The awards vested in May 2023. Gary Morrison’s award is subject to a two-year post-vesting holding period. As
previously disclosed, Caroline Sherry’s award is not subject to this holding period as it was granted prior to her
appointment to the Board.
2021 Award
LTIP awards were granted to Gary Morrison, Caroline Sherry and other members of senior management in April 2021.
Vesting of these awards was subject to achievement of an adjusted EBITDA performance condition (applying to
50% of the awards) and strategic objectives (applying to the other 50% of the awards) measured to the end of the
financial year ended 31 December 2023.
Cumulative Adjusted EBITDA Condition (50%)
As disclosed in last year’s report, the original adjusted EBITDA targets were amended in 2022 to reflect the impact of
the more severe and enduring adverse impact of the COVID-19 pandemic on trading performance, and the shortfall
in net booking numbers against the original projections. The adjusted EBITDA performance condition was tested
after the 2023 financial year end and based on the adjusted targets, 100% of this element of the award is due to vest.
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Cumulative adjusted EBITDA
over the three financial years 2021-23
Vesting
Less than – €3.1m
0%
- €3.1m
25%
- €2.0m
62.5%
- €1.8m or higher
100%
Straight-line vesting between the above points
Outcome:
€2.4m
100%
The performance against the critical strategic objectives is summarised below.
Strategic Objectives (50%)
The strategic portion of the 2021 LTIP award incorporated two elements linked to key long-term objectives for the
business. The specific targets were not disclosed in previous Directors’ Remuneration Reports due to commercial
confidentiality concerns. They are included below, alongside an assessment of performance.
The first strategic element was based on an assessment of improvements in new customer value compared to
customer acquisition cost. This was linked to the objective of optimising paid spend based on predicted new customer
value versus acquisition cost. As disclosed last year, the Committee made a number of adjustments to these targets
in 2022 to reflect business headwinds, with an increase in expected customer acquisition costs over the period and
pressures on new customer value.
Customer value/customer acquisition cost (ratio)
achieved in 2023
Vesting
Less than 0.59
0%
0.59
25%
0.99
62.5%
1.04
100%
Straight-line vesting between the above points
Outcome:
1.10
100%
The second strategic element related to the successful adoption of Hostelworld’s Counter PMS SaaS solution by
hostel accommodation partners, in line with the long-term strategy of increasing the adoption of technology into the
core platform offering. These targets were amended in 2022 to reflect a focus on the number of hostel properties
which signed up to the Counter solution by the end of 2023 rather than the revenue expected from Counter at the
end of the year. This change was consistent with the wider business decision to focus on Counter as a free product
for our hostel partners rather than a premium paid-for service.
No. of hostel properties signed up to Counter by end of 2023
Vesting
Less than 350
0%
350
25%
620
62.5%
650
100%
Straight-line vesting between the above points
Outcome:
773
100%
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Based on the performance achievement for each of the conditions for the 2021 LTIP award, the total vesting outcome
for the award was 100%. The Remuneration Committee was satisfied that this outcome represents a fair and accurate
reflection of business performance over the performance period and, accordingly, has not exercised any discretion
in respect of the outcome. The awards will vest in April 2024 and will be subject to a two-year post-vesting
holding period.
The table below sets out the full details of the LTIP awards granted to Gary Morrison and Caroline Sherry in 2020
and 2021. All awards were granted as nil cost options.
Director
Date
of grant
Value
of award
Face
value of
award
(€’000)
Number
of shares
awarded
Exercise
Price
(€)
(1)
Percentage
of award
vesting at
threshold
performance
Performance
period
end date
Weighting
(2)
Number of
shares
vesting
Total
value of
vested
awards
(€)
(3)
Gary
Morrison
27 Apr
2021
125% of
salary
554.5
480,354
(4)
Nil
25%
31 December
2023
Adjusted
EBITDA
(50%)
240,177
€341.4k
Strategic
objectives
(50%)
240,177
€341.4k
2 May
2020
150% of
salary
665.4
782,938
(5)
Nil
25%
31 December
2022
(EPS)
Adjusted
EPS
(25%)
Nil
Nil
01 May
2023
(TSR)
Absolute
TSR
(75%)
587,204
€912.2k
Caroline
Sherry
27 Apr
2021
100% of
salary
275.0
238,228
(4)
Nil
25%
31 December
2023
Adjusted
EBITDA
(50%)
119,114
€169.3k
Strategic
objectives
(50%)
119,114
€169.3k
2 May
2020
50% of
salary
72.5
85,303
(5)(6)
Nil
25%
31 December
2022
(EPS)
Adjusted
EPS
(25%)
Nil
Nil
01 May
2023
(TSR)
Absolute
TSR
(75%)
63,977
€99.3k
(1) These awards are nil cost options and therefore have a nil exercise price. The share value used to determine the face value of the awards at grant for the
awards are explained above.
(2) The specific performance targets for these awards are set out in the relevant section above.
(3) For the May 2020 awards, the value is calculated by reference to the share price of 1
35p, being the share price at the date of vesting on 09 May 2023.
For the April 2021 awards, the value is calculated by reference to the average share price over the three months ended 31 December 2023.
(4) The number of shares awarded for the April 2021 award was calculated using the closing share price on 26 April 2021, which was 100.
4p.
(5) The number of shares originally awarded for the May 2020 award was calculated using the closing share price on 01 May 2020, which was 7
5.0p. As
disclosed in the 2020 Directors’ Remuneration Report, the Remuneration Committee agreed to apply a technical adjustment to the number of shares
comprising LTIP awards granted in 2020 to reflect the impact of the bonus issue which took place in September 2020. The purpose of this adjustment was
to ensure that award holders were no better or worse off following the bonus issue than they were beforehand. The adjustment took place on 27 April 2021,
resulting in an increase in Gary Morrison’s award from 771,900 to 782,938 shares and in Caroline Sherry’s award from 84,100 to 85,303 shares.
(6) This award was granted prior to Caroline Sherry’s appointment to the Board and does not include a post-vesting holding period.
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Scheme Interests Awarded During the Financial Year (Audited)
No new LTIP awards were made to the Executive Directors during the year under review.
Other Share Awards
2022 Restricted Share Award
As previously disclosed, a grant of restricted shares was made to the Executive Directors in May 2022 under the
terms of the 2022 Restricted Share Award.
Each Executive Director was granted a 2022 Restricted Share Award as set out in the table below. The shares will vest
after three years subject to continued employment. An additional underpin mechanism requires the Remuneration
Committee to be satisfied with individual and Company performance over the vesting period. The 2022 Restricted
Share Award is subject to a two-year post-vesting holding period.
Director
Date
of grant
Value
of award
Face value
of award
(€’000)
Number
of shares
awarded
(1)
Exercise
price
(€)
(2)
Vesting
date
(3)
Gary Morrison
12 May 2022
150% of
salary
698.7
719,770
n/a
12 May 2025
Caroline Sherry
12 May 2022
125% of
salary
380.0
391,459
n/a
12 May 2025
(1) The number of shares awarded was calculated using the closing share price on
12 May 2022, which was 82.9p.
(2) The awards were granted as conditional share awards and do not have an exercise price.
(3) As noted above, the vesting of the awards is subject to continued employment and the Remuneration Committee being satisfied with individual and
Company performance over the vesting period.
Payments for Loss of Office/Payments to Past Directors (Audited)
There were no payments for loss of office or payments to past Directors made during the 2023 financial year.
Statement of Directors’ Shareholdings and Share Interests (Audited)
The number of shares of the Company in which the Executive Directors had a beneficial interest and details of
long-term incentive interests as at 31 December 2023 are set out in the table below. Under the Directors’ Remuneration
Policy, the Remuneration Committee has adopted formal shareholding guidelines that encourage the Executive
Directors to build up and hold a shareholding equivalent to 200% of basic salary.
Director
Beneficially
owned shares
Shareholding
requirement
(% of salary)
Shareholding
(% of salary)
Shareholding
requirement met?
Unvested LTIP
interests subject
to performance
conditions
(1)
Unvested
restricted share
award interests
Gary Morrison
462,663
200%
151%
No
480,354
719,770
Caroline Sherry
152,503
200%
87%
No
238,228
391,459
(1) Position as at 3
1 December 2023. As noted on page 119, subsequent to the year end the Committee determined that 100% of the LTIP award made in
2021 had vested. The number of awards vesting for the Directors is disclosed on page 138.
Details of the interests held in shares by Non-Executive Directors as at 31 December 2023 are set out below.
Non-Executive Directors are not subject to a shareholding requirement.
Director
Beneficially
owned shares
Michael Cawley
302,797
Carl G. Shepherd
35,285
Éimear Moloney
122,376
Evan Cohen
15,214
140
Governance
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Hostelworld Annual Report 2023
Corporate Governance Report
continued
Comparison of Overall Performance and Pay (TSR graph)
The graph below shows the value of £100 invested in the Company’s shares since listing compared to the FTSE
SmallCap index. The graph shows the Total Shareholder Return (TSR) generated by both the movement in share value
and the reinvestment of dividend income over the same period. The Remuneration Committee considers that the
FTSE SmallCap index is an appropriate index for comparison as Hostelworld is a member of this index and it includes
other companies with a similar market capitalisation and scope of operations. The graph has been calculated in
accordance with the Regulations. The Company listed on 28 October 2015 (with grey market trading until 2 November
2015) and therefore only has a listed share price for the period from 28 October 2015 to 31 December 2023.
Total Shareholder Return (£)
£0
£20
£40
£60
£80
£100
£120
£140
£160
£180
£200
£220
£240
December
2023
December
2022
December
2021
December
2020
December
2019
December
2018
December
2017
December
2016
December
2015
October
2015
FTSE Small Cap
Hostelworld Group
CEO Historical Remuneration
The table below sets out the total remuneration delivered to the CEO over the last ten years based on remuneration
received in a year. It is an APM.
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
Chief Executive Officer
Feargal
Mooney
Feargal
Mooney
Feargal
Mooney
Feargal
Mooney
Feargal
Mooney
Gary
Morrison
Gary
Morrison
Gary
Morrison
Gary
Morrison
Gary
Morrison
Gary
Morrison
Total Single Figure (€’000)
371.5
436.6 1,298.7
459.9
518.4
262.2
530.8
498.4
498.9
643.5 1,787.2
The table below sets out the total remuneration delivered to the CEO over the last ten years valued using the
methodology applied to the single total figure of remuneration, as required by the UK regulations:
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
Chief Executive Officer
Feargal
Mooney
Feargal
Mooney
Feargal
Mooney
Feargal
Mooney
Feargal
Mooney
Gary
Morrison
Gary
Morrison
Gary
Morrison
Gary
Morrison
Gary
Morrison
Gary
Morrison
Total Single Figure (€’000)
413.1
395.0 1,298.7
768.8
209.5
307.2
485.8
498.4
995.7
522.0 2,593.5
Annual bonus payment
level achieved (% of
maximum opportunity)
14.9%
0%
0%
73.4%
0%
19.3%
0%
n/a
n/a
n/a
96%
LTIP vesting level achieved
(% of maximum opportunity
n/a
n/a
n/a
n/a
0%
n/a
n/a
0%
0%
75%
(1)
100%
(1) Represents the total vesting level for the 2020 LTIP award. The adjusted EPS portion of this award
(which accounted for 25% of the overall award) vested
at nil. The absolute TSR portion (which accounted for 75% of the overall award) vested at 100%. The value for the TSR portion of this award is included
in the 2023 single total figure.
141
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Change in Directors’ Remuneration Compared with Employees
The following table sets out the change in the remuneration paid to each of the Directors since 2019, compared
with the average percentage change for employees, as required by the reporting regulations. For the Directors,
the percentage change in remuneration reflects the disclosures in the Single Total Figure table of remuneration.
2023 vs 2022
2022 vs 2021
2021 vs 2020
2020 vs 2019
Salary/
Fees
Taxable
benefits
Bonus
Salary/
Fees
Taxable
benefits
Bonus
Salary/
Fees
Taxable
benefits
Bonus
Salary/
Fees
Taxable
benefits
Bonus
Executive Directors
Gary Morrison
3%
28%
100%
5%
(12)%
-
0%
4.8%
-
3.0% (13.3)%
-
Caroline Sherry
(1)
3%
2%
100%
12%
14%
-
-
-
-
-
-
-
Non-Executive Directors
Michael Cawley
0%
0%
0%
0%
Carl G. Shepherd
0%
0%
0%
8.5%
Éimear Moloney
0%
0%
0%
0%
Evan Cohen
(2)
0%
0%
0%
Employee pay
Average per employee –
parent company
(3)
(33)%
(26)%
100%
Average per
employee – group
6%
5%
100%
15%
19%
3.3%
(2.3)%
5.5%
93%
(1) Appointed to the Board on 0
1 December 2020. Comparatives prior to 2022 vs 2021 not shown given part-year service.
(2) Appointed to the Board on 14 August
2019. Comparatives prior to 2021 vs 2020 not shown given part-year service.
(3) Prior to 2022 the only employees of the parent company were the Directors of the Company. During H2 2022 four additional employees were employed
which explains the large variance between 2023 and 2022. No comparatives vs 2021 are shown given no prior year service for these employees.
Remuneration Practices across the Company
Hostelworld does not have more than 250 UK employees (at 31 December 2023 the current number of UK employees
was 12) and as a result is not required to publish the ratio of the CEO’s remuneration to the pay of UK employees.
Nevertheless, in line with the expectations set out in the UK Corporate Governance Code, each year the Remuneration
Committee reviews workforce remuneration and related policies. This includes a detailed assessment of pay levels
and structures throughout the organisation, including fixed pay elements, and the extent to which participation in
incentive schemes (including equity incentives) extends below Board level. The remuneration of the Executive
Directors is considered in this context.
Each year, the basic salary levels of all employees undergo a thorough review in comparison to relevant external
benchmarks, taking into consideration the broader employment landscape, levels of inflation and the requirements
of the business. As disclosed last year, for 2023 the Executive Directors and the Executive Leadership Team received
salary increases of 3%, which was below the average workforce rate of 3.7% (4.9% inclusive of market adjustments
and promotions). For 2024, the Remuneration Committee has approved increases of 3% for the CEO and 5% for
the CFO, as explained on page 121. Other members of the Executive Leadership Team received an average salary
increase of 3%, with the average salary increase for other employees in the organisation (excluding those not receiving
any increment due to inadequate individual performance) being 6% for the 2024 annual review cycle. Including
market adjustments and promotions, the total average salary increases for 2023 across the workforce (excluding
those in the organisation not receiving any salary increase on grounds of inadequate individual performance) is 7%.
The Group makes pension contributions on behalf of eligible employees. For the majority of the workforce, the Group
contribution rate is 6% of salary. This is the same rate which applies to the CFO and which will apply to any new
Executive Director appointed in the future. The CEO’s contribution rate of 10% was determined at the time of his
appointment in 2018. Other benefits are broadly aligned across the Company although there is some variation in each
country of operation.
142
Governance
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Hostelworld Annual Report 2023
Corporate Governance Report
continued
Annual cash bonuses resumed for all eligible employees in 2023 (excluding those who joined in October 2023 or
those participating in quarterly incentive programmes). The bonus structure for the Executive Leadership Team was
the same as for Executive Directors, being based on a mix of targets linked to adjusted EBITDA and net revenue.
For others, bonuses were based 50% on adjusted EBITDA performance and 50% on personal performance. Separate
incentive arrangements operate for key roles within the organisation (e.g. sales and customer support staff).
Long-term equity awards have historically been extended to a number of employees beyond the Executive Directors
and other members of the Executive Leadership Team. This included the LTIP award granted in 2020 (which vested
in 2023 as explained in the relevant section above) and the LTIP award granted in 2021 (which will vest in 2024
based on the achievement of the performance conditions as set out in the relevant section above). As previously
disclosed, a significant number of employees participated in the 2021 and 2022 Restricted Share Awards in addition
to the Executive Directors, demonstrating our desire to ensure that appropriate retention mechanisms were put in
place for the wider team during a period of considerable uncertainty for the business. The vesting of the 2022
Restricted Share Award is subject to the same conditions as for the Directors, namely continued employment and
individual and Company performance being satisfactory over the vesting period. A two-year post-vesting holding
period applies to the Executive Directors only, in line with common practice. An additional Restricted Share Award
was granted to a number of employees in 2023 subject to a three-year vesting period. The Executive Directors
did not receive an award in 2023.
For 2024, subject to shareholder approval of the new Directors’ Remuneration Policy, the Committee will re-introduce
annual grants of performance-based LTIP awards. Participation in the LTIP will extend to other members of the
Executive Leadership Team as a minimum. The same performance conditions will apply to all participants in the
LTIP although, as is the norm, the award levels will be higher for Executive Directors than for other participants,
reflecting their seniority and responsibilities within the organisation.
In line with Hostelworld’s culture of transparency and involvement, the Remuneration Committee engaged with
the wider workforce during the financial year. This was undertaken by Evan Cohen, a member of the Committee
and since December 2023 the designated Non-Executive Director responsible for employee engagement. This
engagement covered a wide number of issues relating to pay practices across the Company, and also included
a discussion of the way in which executive remuneration aligns with wider Group policies.
Relative Importance of the Spend on Pay
The table below sets out the relative importance of spend on pay in the 2023 and 2022 financial years compared
with other distributions to shareholders. All figures provided are taken from the relevant Company Accounts.
Director
2023 financial year (€m)
2022 financial year (€m)
% change
Distributions by way of dividends/share buybacks
0%
Overall spend on pay including Executive Directors
23.2
20.1
(1)
15%
(1) 2022 overall spend on pay including Executive Directors has been restated from €20.4m disclosed in the prior year to €20.
1m to exclude the impact of
third-party contractors.
Shareholder Voting at General Meeting
The table below sets out the results of voting on the resolutions to (1) approve the Directors’ Remuneration Report at
the AGM held on 09 May 2023 and (2) approve the Directors’ Remuneration Policy at the AGM held on 11 May 2022.
Resolution
For
Against
Withheld
Approve the Directors’ Remuneration Report
for the Year Ended 31 December 2022
91,623,082
(88.75%)
11,609,480
(11.25%)
Approve the Directors’ Remuneration Policy
61,225,024
(80.20%)
15,111,592
(19.80%)
143
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Implementation of Remuneration Policy in Financial Year 2024
Basic salary
The Committee has reviewed the salaries of the Executive Directors and agreed to award a salary increase of 3% to
the CEO with effect from 1 January 2024. For the CFO, the Committee agreed a higher increase of 5%, reflecting her
significant contribution to the business, her ongoing development in role since her appointment to the Board in 2020
and taking account of typical salary levels for CFOs of comparable listed companies. These salary increases compare
with the average salary increase of 6% awarded to the rest of the organisation.
The salary levels for 2024 are as follows:
Salary
Director
2024
(€)
2023
(€)
Percentage
change
Gary Morrison (CEO)
494,194
479,800
3%
Caroline Sherry (CFO)
328,755
313,100
5%
Pension
Pension contributions for the Executive Directors will continue at the rate of 10% of basic salary for the CEO and
6% of basic salary for the CFO.
Annual Bonus
As explained in the Annual Statement from the Chair of the Remuneration Committee, the Executive Directors will be
eligible for a bonus subject to the achievement of targets linked to adjusted EBITDA and net revenue. A 70%/30%
split will apply (similar to 2023). The precise targets are currently considered commercially sensitive but will be
disclosed retrospectively in next year’s Directors’ Remuneration Report, along with an assessment of performance
and the resulting payout.
In line with the new Remuneration Policy, the maximum annual bonus opportunity for the CEO will be 125% of salary
and the maximum for the CFO will be 100% of salary. It is the Committee’s intention that bonuses will be paid in cash,
although it has the flexibility to settle any bonus in shares.
Long-term Incentives
We will be resuming the annual granting of performance-based LTIP awards in 2024. Awards will be granted below
the Policy maximum with the CEO receiving an award of 125% of salary and the CFO receiving 100% of salary.
The performance conditions will be based 70% on absolute TSR measured over a three-year period commencing
01 January 2024 and 30% on adjusted EPS measured in the final year of the three-year performance period to
31 December 2026, as follows:
Absolute TSR (70%) - CAGR
Vesting
Less than 10%
0%
10%
25%
16% or above
100%
Between 10% and 16%
Straight line vesting between 25% and 100%
144
Governance
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Hostelworld Annual Report 2023
Corporate Governance Report
continued
Adjusted EPS (30%)
Vesting
Less than €0.15
0%
€0.15
25%
€0.21 or above
100%
Between €0.15 and €0.21
Straight line vesting between 25% and 100%
Careful consideration has been applied by the Committee in setting the targets for the 2024 LTIP to ensure that they
are challenging, yet realistic, in the context of the Company’s social features and category expansion led growth
ambitions for the three-year period commencing from 2024.
Non-Executive Directors’ Fees
No changes are proposed to the current fee components at the current time. Fees will therefore continue to be paid
as set out below:
Role
Fees (€)
Chairman
145,000
Non-Executive Director (base fee)
60,000
Senior Independent Director
7,000
Chair of Audit Committee
7,000
Chair of Remuneration Committee
7,000
Composition and Terms of Reference of the Remuneration Committee
The Board has delegated to the Remuneration Committee, under agreed terms of reference, responsibility for the
remuneration policy and for determining specific packages for the Chairman, Executive Directors and such other
senior employees of the Group as the Board may determine from time to time. The Committee also has oversight of
wider workforce remuneration and policies for the Group as a whole. The terms of reference for the Remuneration
Committee are available on the Company’s website,
www.hostelworldgroup.com
, and from the Company Secretary
at the registered office.
The Remuneration Committee is comprised of Carl G. Shepherd (Chairperson of the Remuneration Committee since
31 May 2019), Éimear Moloney and Evan Cohen (all of whom are independent Non-Executive Directors
) and Michael
Cawley (who was independent upon his appointment as Chairman of the Board).
The Remuneration Committee receives assistance from the CEO, CFO, Chief People Officer and Company Secretary,
who attend meetings by invitation, except when issues relating to their own remuneration are being discussed. The
Remuneration Committee met 7 times during 2023. Meeting attendance is set out on page 118 of the Annual Report.
Advisors to the Remuneration Committee
The Remuneration Committee’s independent advisors are Korn Ferry, who were appointed by the Committee in 2017.
Korn Ferry has advised the Remuneration Committee on the Directors’ Remuneration Policy and its implementation
in respect of the Executive Directors and other members of the Executive team. The Remuneration Committee
exercises appropriate judgement and challenge when considering the work of its external advisers and is satisfied
that the advice received during the year under review was objective and independent. Korn Ferry is a member
of the Remuneration Consultants Group and the voluntary code of conduct of that body is designed to ensure
objective and independent advice is given to remuneration committees. Korn Ferry received fees of €32,111 for
their advice during the year (2022: €87,743). Fees were charged on a cost incurred basis. No other services were
provided by Korn Ferry to the Company during the year and Korn Ferry have no other connection with the Company
or the individual Directors of the Company.
145
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Directors’ Report
The Directors have pleasure in submitting their Annual Report and the audited
Financial Statements of Hostelworld Group plc and its subsidiaries for the financial
year to 31 December 2023.
Statutory Information
This section of the Annual Report includes additional information required to be disclosed under the Companies
Act 2006 (the “Companies Act”), the UK Corporate Governance Code, the Disclosure Guidance and Transparency
Rules (“DTRs”), the Transparency Directive and the Listing Rules (“Listing Rules”) of the Financial Conduct Authority
and the Transparency Directive.
Certain information required to be included in the Directors’ Report can be found elsewhere in this Annual Report,
as highlighted throughout this report including:
The Strategic Report, which can be found on pages 14 to 83, which sets out the development and performance
of the Group’s business during the financial year, the position of the Group at the end of the year, a description of
the principal risks and uncertainties (including the financial risk management position) and a summary of the
Group’s ESG strategy and TCFD;
The Corporate Governance Statement on pages 89 to 144, which sets out the Company’s statement with regard
to its adoption of the UK Corporate Governance Code;
The Audit Committee Report on pages 110 to 117;
The Directors’ Remuneration Report on pages 118 to 144; and
This Directors’ Report, on pages 145 to 151, together with the Strategic Report on pages 14 to 83, form the
Management Report for the purposes of DTR 4.1.5R.
The information required to be included in the Directors’ Report and which is located elsewhere in this Annual Report
forms part of the Directors Report and is incorporated by reference.
Disclosures under Listing Rule 9.8.4R
The table below is included to comply with the disclosure requirements under LR 9.8.4R. The information required
by the Listing Rules can be found in the Annual Report at the location stated below:
Section
Topic
Location
1.
Interest capitalised
Not applicable
2.
Publication of unaudited financial information
Not applicable
3.
Details of long-term incentive schemes where the
only participant is a Director
Not applicable
4.
Waiver of future emoluments by a Director
Not applicable
5.
Non-pre-emptive issues of equity for cash
Not applicable
6.
Item (7) in relation to major subsidiary undertakings
Not applicable
7.
Parent participation in a placing by a listed subsidiary
Not applicable
8.
Contracts of significance
Not applicable
9.
Provision of services by a controlling shareholder
Not applicable
10.
Shareholder waivers of dividends
Not applicable
11.
Shareholder waivers of future dividends
Not applicable
12.
Agreements with controlling shareholders
Not applicable
146
Governance
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Hostelworld Annual Report 2023
Board of Directors
The appointment and replacement of Directors of the
Company is governed by the Articles of Association,
the Companies Act 2006 and related legislation.
The Directors who served on the Board throughout
the year, up to and including the date of this report,
are as follows:
Michael Cawley (Non-Executive Chairman);
Gary Morrison (Chief Executive Officer);
Caroline Sherry (Chief Financial Officer);
Éimear Moloney (Non-Executive Director);
Carl G. Shepherd (Non-Executive Director); and
Evan Cohen (Non-Executive Director).
Biographical details of the current Directors together
with details of the membership of the various
Committees are set out on pages 86 to 88.
Subject to the Articles of Association, the Companies
Act 2006 and related legislation, any directions given
by special resolution and any relevant statutes and
regulations, the business of the Company will be
managed by the Board who may exercise all the
powers of the Company.
Amendment of Articles of Association
The Company’s Articles of Association may only be
amended by way of shareholder approval at a general
meeting of the shareholders.
Incorporation, Share Capital and Structure
The Company was incorporated and registered in
England and Wales as a public limited company with
registration number 9818705. The Company’s issued
share capital comprises ordinary shares of €0.01 each
which are traded on the London Stock Exchange’s
main market for listed securities and on Euronext
Dublin’s main securities market.
The liability of the members of the Company is limited.
The Company is tax resident in Ireland and its
principal place of business is at Charlemont Exchange,
Charlemont Street, Dublin, D02 VN88, Ireland. The
Company’s registered office is at One Chamberlain
Square, Birmingham, B3 3AX, United Kingdom.
As at 31 December 2023 and as at the date of this
Directors’ Report, the Company’s issued share capital
comprised 123,638,668 ordinary shares of €0.01.
The ISIN of the shares is GB00BYYN4225. Further
information on the Company’s share capital is provided
in note 17 to the Group’s Financial Statements contained
on page 193. All the information detailed in note 17 on
page 193 forms part of this Directors’ Report and is
incorporated into it by reference.
At the Annual General Meeting of the Company to be
held on 02 May 2024, the Directors will seek authority
from shareholders to allot shares in the capital of the
Company (i) up to a maximum nominal amount of
€412,128.89 (41,212,889 shares of €0.01 each) being
one-third of the Company’s issued share capital and
(ii) up to a further €412,128.89
(41,212,889 shares of
€0.01 each) where the allotment is in connection with
a rights issue, being one-third of the Company’s
issued share capital. The power will expire at the
earlier of 02 August 2025 or the conclusion of the
Annual General Meeting of the Company held in 2025.
The Directors are also seeking authority from
shareholders to allot ordinary shares for cash without
first offering them to existing shareholders in
proportion to their existing shareholdings. These
resolutions are aligned with the Pre-Emption Group
guidelines published on 04 November 2022 and seek
authority to disapply pre-emption rights on up to 10%
of the Company’s issued ordinary share capital for a
general authority and up to a further 10% of the
Company’s issued share capital for acquisitions and
specified capital investments. In each case, further
authority to disapply pre-emption rights is also being
sought on up to 2% of the Company’s issued ordinary
share capital to be used for the purposes of a follow-
on offer to retail investors or existing investors not
allocated shares in the offer. The power will expire at
the earlier of 02 August 2025 or the conclusion of the
Annual General Meeting of the Company held in 2025.
Directors’ Report
continued
147
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Authority to Purchase Own Shares
At the Annual General Meeting held on 09 May 2023,
the Company’s shareholders authorised it to purchase,
in the market, up to 12,185,427 ordinary shares of €0.01
each. The Company did not purchase any shares under
this authority during the year. The Directors will again
seek authority from shareholders at the forthcoming
Annual General Meeting for the Company to purchase,
in the market, up to a maximum of 10% of its own
ordinary shares either to be cancelled or retained as
treasury shares. The Directors will only use this power
after careful consideration, taking into account the
financial resources of the Company, the Company’s share
price and future funding opportunities. The Directors
will also take into account the effects on earnings per
share and the interests of shareholders generally.
Rights Attaching to Shares
All shares have the same rights (including voting and
dividend rights and rights on a return of capital) and
restrictions as set out in the Articles, described below.
Except in relation to dividends which have been
declared and rights on a liquidation of the Company,
the shareholders have no rights to share in the profits
of the Company.
The Company’s shares are not redeemable. However,
following any grant of authority from shareholders, the
Company may purchase or contract to purchase any of
the shares on or off market, subject to the Companies
Act and the requirements of the Listing Rules.
No shareholder holds shares in the Company which carry
special rights with regard to control of the Company.
Voting Rights
Each ordinary share entitles the holder to vote at general
meetings of the Company. A resolution put to the vote
of the meeting shall be decided on a show of hands
unless a poll is demanded. On a show of hands, every
member who is present in person or by proxy at a
general meeting of the Company shall have one vote.
On a poll, every member who is present in person or
by proxy shall have one vote for every share of which
they are a holder. The Articles provide a deadline for
submission of proxy forms of not less than 48 hours
before the time appointed for the holding of the meeting
or adjourned meeting. No member shall be entitled to
vote at any general meeting either in person or by
proxy, in respect of any share held, unless all amounts
presently payable in respect of that share have been
paid. Save as noted, there are no restrictions on
voting rights nor any agreement that may result in
such restrictions.
Restrictions on Transfer of Securities
The Articles do not contain any restrictions on the
transfer of ordinary shares in the Company other than
the usual restrictions applicable where any amount is
unpaid on a share. Certain restrictions are also imposed
by laws and regulations (such as insider trading and
market requirements relating to close periods) and
requirements of the Market Abuse Regulation and the
Company’s Securities Dealing Code whereby Directors
and all employees of the Company require advance
clearance to deal in the Company’s securities.
Change of Control
Save in respect of a provision of the Company’s share
schemes which may cause options and awards granted
to employees under such schemes to vest on takeover,
there are no agreements between the Company and
its Directors or employees providing for compensation
for loss of office or employment (whether through
resignation, purported redundancy or otherwise)
because of a takeover bid.
2024 Annual General Meeting
The Annual General Meeting (“AGM”) will be held
at 12 noon on 02 May 2024 at Hostelworld Group
plc, Charlemont Exchange, Charlemont Street,
Dublin 2, Ireland.
The Notice of Meeting which sets out the resolutions
to be proposed at the forthcoming AGM specifies
deadlines for exercising voting rights and appointing
a proxy or proxies to vote in relation to resolutions to
be passed at the AGM. All proxy votes will be counted
and the numbers for, against or withheld in relation to
each resolution will be announced at the AGM and
published on the Company’s website.
148
Governance
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Hostelworld Annual Report 2023
Directors’ Report
continued
Substantial Shareholders
At 31 December 2023, the Company had been notified, in accordance with chapter 5 of the Financial Conduct
Authority’s Disclosure Guidance and Transparency Rules (“DTR5 Notification”), of the following significant interests:
Shareholder
Number of ordinary shares/
voting rights notified
Percentage
(1)
of voting rights over
ordinary shares of €0.01 each and nature of holding
Aberforth Partners LP
18,939,831
15.32% (indirect)
Charles Jobson
17,255,148
13.96% (direct)
Gresham House Asset Management Limited
11,980,014
9.69% (indirect)
Lombard Odier Investment Managers
6,658,992
5.39% (direct 1.80%; indirect 3.59%)
Hamblin Watsa Investment Counsel Limited
6,489,178
5.25% (direct)
BGF Investment Management Limited
6,319,111
5.11% (indirect)
Premier Miton Group plc
5,402,069
4.37% (indirect)
Burgundy Asset Management Limited
4,430,860
3.58% (indirect)
Allianz Global Investors GmbH
4,046,400
3.27% (direct 0.02%; indirect 3.25%)
Langfristige Investoren TGV
3,531,346
2.86% (direct)
(1) Expressed as a percentage of issued share capital as at 20 March 2024
As at the date of this report five further DTR5
Notifications had been received from the following:
Gresham House Asset Management Ltd. notified
the Company on 02 February 2024 of a decrease
in their holding to 11,575,112 ordinary shares
representing 9.36% of the issued share capital of
the Company (9.36% indirect).
Jupiter Fund Management PLC notified the Company
on 05 February 2024 that they held 6,928,835
ordinary shares representing 5.60% of the issued
share capital of the Company (5.60% indirect).
Aberforth Partners LLP notified the Company on
15 February 2024 of a decrease in their holding
to 17,745,064 ordinary shares representing 14.35%
of the issued share capital of the Company
(14.35% indirect).
Gresham House Asset Management Ltd. notified
the Company on 19 February 2024 of a decrease
in their holding to 3,859,408 ordinary shares
representing 3.12% of the issued share capital of
the Company (3.12% indirect).
Aberforth Partners LLP notified the Company on
28 February 2024 of a decrease in their holding
to 16,033,340 ordinary shares representing 12.97%
of the issued share capital of the Company
(12.97% indirect).
Transactions with Related Parties
Please refer to note 24 to the Consolidated Financial
Statements on page 201.
Events Post Year End
On 05 February 2024 the Irish Revenue Commissioners
announced that the applicable rate of interest on
warehoused payroll tax balances outstanding will reduce
to 0%, with the reduction in rate applying to any interest
amounts accrued to date.
There are no other significant events after the balance
sheet date.
Research and Future Developments
The Group will continue to pursue new developments
to enhance shareholder value, through a combination of
organic growth, product delivery and other development
and investment opportunities.
Innovation, specifically in the proposition on the
websites and mobile apps for both customers and
hostel partners, is a critical element of the strategy
and therefore of the future success of the Group.
Current development focuses on delivering our roadmap
to fully modernise our platforms and further develop
our social features including Linkups.
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Any future developments considered by the Group will
also include a review of the impact that development
would have on the climate and the sustainability agenda
set by the Group. Further details are set out in the
Strategic Report on pages 14 to 83.
Going Concern
Hostelworld’s business activities, together with the
main factors likely to affect its future development and
performance, are described in the Strategic Report on
pages 14 to 83. After due consideration and review,
the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational
existence for a period of at least 12 months from the
date of approval of the financial statements. The Group
therefore continues to adopt the going concern basis
in preparing its financial statements. The full Going
Concern Statement is included in the Financial
Statements set out on pages 168 and 169.
Indemnities and Insurance
The Company maintains appropriate insurance to
cover Directors’ and Officers’ liability for itself and its
subsidiaries. The Company also indemnifies the
Directors under a qualifying indemnity for the purposes
of section 236 of the Companies Act 2006 and the
Articles of Association against any liabilities they may
incur in the execution of their duties as directors of the
Company or its subsidiaries, and such indemnities were
in force during the year. Such indemnities contain
provisions that are permitted by the director liability
provisions of the Companies Act and the Company’s
Articles of Association.
Disabilities
The Group maintains an Equal Opportunities policy
which ensures that employees and job applicants are
not discriminated against on the grounds of disability
in respect of recruitment, promotion, training and
general career development and that full and fair
consideration is given to applications for employment
made by disabled persons. The Group also maintains
a grievance procedure and a whistleblowing service
that enables complaints to be made in a confidential
manner should any employee have concerns that any
employee or job applicant has been discriminated
against on the grounds of disability.
Stakeholder Engagement
During the reporting period the Directors considered and
agreed that the Company’s shareholders, employees,
hostel partners, customers, Allied Irish Banks, plc and
society were the Group’s main stakeholders. How the
Company engaged with these stakeholders during 2023
is set out in pages 75 to 81 and how their interests were
considered in Board decisions are set out on pages 82
and 83, which are both incorporated into this report
by reference.
Suppliers
The Group’s policy is to pay suppliers and creditors sums
due in accordance with the payment terms agreed in
the relevant contract with each such supplier/creditor,
provided the supplier has complied with its obligations.
The average credit period for the Group’s suppliers is
16 days (2022: 20 days), with the average creditor terms
being 30 days. The Group also has a policy that by
2025 at least 90% of its purchases will be conducted
with suppliers who are subject to SBTi requirements.
Further detail is include in the sustainability report on
pages 62 and 63. As at 31 December 2023 88% of
suppliers met this threshold.
Sustainability
Our Sustainability Report, including information on the
Group’s greenhouse gas emissions is set out on pages
45 to 65 and forms part of this report by reference.
Financial Instruments
Details of the financial risk management objectives
and policies of the Group, including exposure of the
entity to liquidity risk, interest rate risk, credit risk and
foreign exchange risk are given on pages 203 to 205
in note 26 to the Group Financial Statements.
Political Contributions
During the year, no political donations were made.
External Branches
Hostelworld Group plc is registered as a branch in
Ireland with branch registration number 908295.
Hostelworld Services Limited, a U.K. subsidiary of the
Company, is registered as a branch in Australia
(Australian registered body number 613076556).
Hostelworld.com Limited, an Irish subsidiary of the
Company, is registered as a branch in Italy with effect
from 29 December 2022 (Italian registered body
number 12691550961).
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Directors’ Report
continued
Results and Dividends
The Group’s and Company’s audited financial statements
for the year are set out on pages 164 to 211.
As a response to COVID-19 the payment of dividends
was paused for the Group, and no cash dividend has
been paid since 2019. The Board continues to believe
that the payment of dividends would not be in the best
interests of the business for the foreseeable future.
Future cash dividend payments will be subject to the
Group generating adjusted profit after tax, the Group’s
cash position, any restrictions in the Group’s banking
facilities and subject to compliance with Companies Act
2006 requirements regarding ensuring sufficiency of
distributable reserves at the time of paying the dividend.
Statutory Auditor
Following a tender process that was completed during
2022, KPMG were formally appointed as the
Company’s external Auditors on 09 May 2023.
Disclosure of Information to Auditor
Each of the Directors has confirmed that:
So far as the Director is aware, there is no relevant
audit information of which the Company’s Auditor is
unaware; and
The Director has taken all the steps that he/she
ought to have taken as a Director to make him/her
aware of any relevant audit information and to
establish that the Company’s Auditor is aware of
that information.
This confirmation is given and should be interpreted in
accordance with the provisions of Section 418 of the
Companies Act 2006.
Directors’ Responsibilities Statement
The Directors are responsible for preparing the Annual
Report and the Group and Company financial statements,
in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. The Directors are
required to prepare the Group financial statements in
accordance with UK-adopted international accounting
standards and applicable law. The Directors have also
elected to prepare the Group financial statements in
accordance with International Financial Reporting
Standards adopted pursuant to Regulation (EC)
No 1606/2002 as it applies in the European Union and
to prepare the parent Company financial statements in
accordance with FRS 101 Reduced Disclosure Framework
(the “Relevant Financial Reporting Framework”) and
applicable law. Under company law the Directors must
not approve the financial statements unless they are
satisfied that they give a true and fair view of the assets,
liabilities and financial position of the Group and
Company and of the profit or loss of the Group for
that period.
In preparing the Parent Company financial statements,
the Directors are required to:
Select suitable accounting policies and then apply
them consistently;
Make judgments and accounting estimates that are
reasonable and prudent;
State whether Financial Reporting Standard 101
Reduced Disclosures Framework has been followed,
subject to any material departures disclosed and
explained in the financial statements; and
Prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the Company will continue in business.
In preparing the Group Financial Statements, International
Accounting Standard 1 requires that Directors:
Properly select and apply accounting policies;
Present information, including accounting policies,
in a manner that provides relevant, reliable,
comparable and understandable information;
Provide additional disclosures when compliance with
the specific requirements in IFRSs are insufficient to
enable users to understand the impact of particular
transactions, other events and conditions on the
Group’s financial position and financial
performance; and
Make an assessment of the Group’s ability to
continue as a going concern.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the
financial statements comply with the Companies Act
2006. They are also responsible for safeguarding the
assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and
other irregularities.
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
The Directors are responsible for the maintenance
and integrity of the corporate and financial information
included on the Company’s website. Legislation in
the United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
Responsibility Statement
We confirm that to the best of our knowledge:
The Group financial statements, prepared in
accordance with IFRS as adopted by the European
Union and the Company financial statements
prepared in accordance with FRS 101 Reduced
Disclosure Framework, give a true and fair view
of the assets, liabilities, and financial position of
the Group and Company as at 31 December 2023
and of the profit or loss of the Group for the year
then ended. The Strategic Report includes a fair
review of the development and performance of the
business and the position of the Company, and the
undertakings included in the consolidation taken as
a whole, together with a description of the principal
risks and uncertainties that they face; and
The Annual Report and Financial Statements, taken
as a whole, provides the information necessary to
assess the Group’s performance, business model
and strategy and is fair, balanced and understandable.
It also provides the information necessary for
shareholders to assess the Group’s position and
performance, business model and strategy.
This responsibility statement was approved by the
Board of Directors on 20 March 2024 and is signed on
its behalf by:
John Duan
John Duggan
Company Secretary
20 March 2024
Selina Manuel Antonio, Manual Antonio, Costa Rica
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Plus Prague, Prague, Czech Republic
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ADDITIONAL INFORMATION
Independent Auditor’s Report to the
Members of Hostelworld Group PLC
Report on the Audit of the Financial Statements
Opinion
We have audited the Financial Statements of
Hostelworld Group PLC (‘the Company’) and its
consolidated undertakings (‘the Group’) for the year
ended 31 December 2023 which comprise the:
The Group Financial Statements:
The Consolidated Income Statement;
The Consolidated Statement of
Comprehensive Income;
The Consolidated Statement of Financial Position;
The Consolidated Statement of Changes in Equity;
The Consolidated Statement of Cash Flows;
The Company Financial Statements:
The Company Statement of Financial Position;
The Company Statement of Changes in Equity; and
related notes 1 to 36, including a summary of material
accounting policies as set out in notes 1 and 30.
The financial reporting framework that has been applied
in their preparation is UK Law, UK-adopted International
accounting standards and, as regards the Company
Financial Statements, as applied in accordance with
the provisions of the Companies Act 2006.
In our opinion:
the Financial Statements give a true and fair view
of the state of the Group’s and of the Company’s
affairs as at 31 December 2023 and of the Group’s
profit for the year then ended;
the Group Financial Statements have been properly
prepared in accordance with UK adopted International
accounting standards;
the Company Financial Statements have been
properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice, including
Financial Reporting Standard 101 “Reduced
Disclosure Framework”, as applied in accordance
with the provisions of the Companies Act 2006; and
the Group and Company Financial Statements have
been prepared in accordance with the requirements of
the Companies Act 2006, and, as regards the Group
Financial Statements, Article 4 of the IAS Regulation.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK)
(“ISAs
(UK)”) and applicable
law. Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the
audit of the Financial Statements section of our Report.
We believe that the audit evidence we have obtained
is a sufficient and appropriate basis for our opinion.
Our audit opinion is consistent with our Report to the
Audit Committee.
We were appointed as Auditor by the shareholders
on 09 May 2023. The period of total uninterrupted
engagement is one year for the financial year ended
31 December 2023. We have fulfilled our ethical
responsibilities under, and we remain independent of
the Group in accordance with UK ethical requirements,
including the Financial Reporting Council (FRC)’s
Ethical Standard as applied to listed public interest
entities. No non-audit services prohibited by that
standard were provided.
Conclusions relating to going concern
The Directors have prepared the Financial Statements
on the going concern basis as they do not intend to
liquidate the Group or the Company or to cease their
operations, and as they have concluded that the Group
and the Company’s financial position means that this
is realistic. They have also concluded that there are no
material uncertainties that could have cast significant
doubt over their ability to continue as a going concern
for at least a year from the date of approval of the
Financial Statements (“the going concern period”).
In auditing the Financial Statements, we have concluded
that the Directors’ use of the going concern basis of
accounting in the preparation of the Financial Statements
is appropriate. Our evaluation of the Directors’
assessment of the entity’s ability to continue to adopt
the going concern basis of accounting included
considering the strategic risks relevant to the Group’s
business model and analysing how those risks might
affect the Group’s financial resources or ability to
continue operations for the going concern period.
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Independent Auditor’s Report to the
Members of Hostelworld Group PLC
continued
The sensitivity we considered most likely to adversely
affect the Group’s available financial resources over
the going concern period was the potential economic
impact of a prolonged economic downturn impacting
the Group’s ability to generate revenue.
We considered a downside scenario which was more
pessimistic than those indicated by the Group’s own
forecasts. A key judgement in the downside scenario
of the Group is that there is a reasonable expectation
that the existing committed debt facilities in place are
adequate to cover the Group’s liquidity requirements in
such scenarios. There were no other risks identified that
we considered were likely to have a material adverse
effect on the Group’s available financial resources over
this period.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the Group or the Company’s ability
to continue as a going concern for a period of at least
twelve months from the date when the Financial
Statements are authorised for issue.
In relation to the Group and the Company’s reporting on
how they have applied the UK Corporate Governance
Code and the Irish Corporate Governance Annex,
we have nothing material to add or draw attention to
in relation to the Directors’ Statement in the Financial
Statements about whether the Directors considered
it appropriate to adopt the going concern basis
of accounting.
Our responsibilities and the responsibilities of the
Directors with respect to going concern are described
in the relevant sections of this Report.
However, as we cannot predict all future events or
conditions and as subsequent events may result in
outcomes that are inconsistent with judgements that
were reasonable at the time they were made, the
absence of reference to a material uncertainty in this
Auditor’s Report is not a guarantee that the Group or
the Company will continue in operation.
Detecting irregularities including fraud
We identified the areas of laws and regulations that
could reasonably be expected to have a material effect
on the Financial Statements and risks of material
misstatement due to fraud, using our understanding
of the entity’s industry, regulatory environment and
other external factors and inquiry with the Directors.
In addition, our risk assessment procedures included:
Inquiring with the Directors and other management
as to the Group’s policies and procedures regarding
compliance with laws and regulations, identifying,
evaluating and accounting for litigation and claims,
as well as whether they have knowledge of non-
compliance or instances of litigation or claims.
Inquiring of Directors, Management, the Audit
Committee and Internal Audit as to the Group’s
policies and procedures to prevent and detect
fraud as well as whether they have knowledge of
any actual, suspected or alleged fraud.
Inquiring of Directors, Management, the Audit
Committee and Internal Audit regarding their
assessment of the risk that the Financial
Statements may be materially misstated due to
irregularities, including fraud.
Inspecting the Group’s regulatory and
legal correspondence.
Reading Board and sub-committee meeting minutes.
Considering remuneration incentive schemes and
performance targets.
Performing planning analytical procedures to
identify any usual or unexpected relationships.
We discussed identified laws and regulations, fraud
risk factors and the need to remain alert among the
audit team.
Firstly, the Group is subject to laws and regulations
that directly affect the Financial Statements including
companies and financial reporting legislation distributable
profits legislation and taxation legislation. We assessed
the extent of compliance with these laws and regulations
as part of our procedures on the related Financial
Statement items, including assessing the Financial
Statement disclosures and agreeing them to supporting
documentation when necessary.
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ADDITIONAL INFORMATION
Secondly, the Group is subject to many other laws and
regulations where the consequences of non-compliance
could have a material effect on amounts or disclosures
in the Financial Statements, for instance through the
imposition of fines or litigation or ability of the Group
to operate. We identified the following areas as those
most likely to have such an effect: health and safety,
employment law and certain aspects of company
legislation recognising the nature of the Group’s activities.
Auditing standards limit the required audit procedures
to identify non-compliance with these non-direct laws
and regulations to inquiry of the Directors and other
management and inspection of regulatory and legal
correspondence, if any. These limited procedures did
not identify actual or suspected non-compliance.
We assessed events or conditions that could indicate
an incentive or pressure to commit fraud or provide an
opportunity to commit fraud. As required by auditing
standards, we performed procedures to address the
risk of management override of controls. On this audit
we do not believe there is a fraud risk related to
revenue recognition.
In response to the fraud risks, we also performed
procedures including:
Identifying journal entries and other adjustments
to test based on risk criteria and comparing the
identified entries to supporting documentation.
Evaluating the business purpose of significant
unusual transactions.
Assessing significant accounting estimates for bias.
Assessing the disclosures in the Financial Statements.
As the Group is regulated, our assessment of risks
involved obtaining an understanding of the legal and
regulatory framework that the Group operates and
gaining an understanding of the control environment
including the entity’s procedures for complying with
regulatory requirements.
Owing to the inherent limitations of an audit, there is
an unavoidable risk that we may not have detected
some material misstatements in the Financial Statements,
even though we have properly planned and performed
our audit in accordance with auditing standards. For
example, the further removed non-compliance with
laws and regulations (irregularities) is from the event
and transactions reflected in the Financial Statements,
the less likely the inherently limited procedures required
by auditing standards would identify it.
In addition, as with any audit, there remains a higher
risk of non-detection of irregularities, as these may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls.
We are not responsible for preventing non-compliance
and cannot be expected to detect non-compliance with
all laws and regulations.
Key audit matters: our assessment of risks
of material misstatement
Key audit matters are those matters that, in our
professional judgement, were of most significance in the
audit of the Financial Statements and include the most
significant assessed risks of material misstatement
(whether or not due to fraud) identified by us, including
those which had the greatest effect on: the overall
audit strategy; the allocation of resources in the audit;
and directing the efforts of the engagement team.
These matters were addressed in the context of our
audit of the Financial Statements as a whole, and in
forming our opinion thereon, and we do not provide
a separate opinion on these matters.
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Independent Auditor’s Report to the
Members of Hostelworld Group PLC
continued
In arriving at our audit opinion above, the key audit matters, in decreasing order of audit significance, were as follows:
Group key audit matters
Goodwill and Intangible Assets €66.5m (2022: €73.4m).
Refer to pages 174 and 175 (accounting policy) and pages 184 to 187 (financial disclosures)
The key audit matter
How the matter was addressed in our audit
The Group has signficant goodwill (€17.8 million) and
intangible assets (€48.7 million) amounting to
€66.5 million at 31 December 2023.
There is a risk that the carrying amounts of the Group’s
goodwill and intangible assets will be more than the
estimated recoverable amount, if future cash flows are
not sufficient to recover the Group’s investment.
We focus on this area due to signficance of the goodwill
and intangible assets balances, and the inherent
uncertainty involved in forecasting and discounting future
cash flows, particularly in projected revenue growth, the
discount rate and the terminal value which form the basis
of the assessment of recoverability.
For the reasons outlined above the engagement team
determine this matter to be a key audit matter.
Our audit procedures in this area included, but were not
limited to:
We obtained and documented our understanding of
the impairment testing process and tested the design
and implementation of the relevant control therein.
We assessed the appropriateness of the Group’s
determination of a single CGU for impairment testing,
in accordance with relevant accounting standards.
We challenged management’s profitability forecasts
included in the underlying their impairment model by
assessing the historical accuracy of the Group’s forecasts.
We evaluated revenue growth rates by comparing to
external industry data and performing sensitivity analysis.
We used our own valuation specialists to assist us in
evaluating the key assumptions used by the Group.
This involved independent recalculation of the discount
rate and benchmarking the terminal growth rate used
in the impairment model to determine the present
value of the cash flow projections.
We compared the value in use for the Group as a whole
to the Group’s market capitalisation and noted that the
Group’s market capitalisation exceeded the net book
value of assets at year end.
We compared the key assumptions to external industry
specific and general economic data and performed
sensitivity analysis.
We considered the appropriateness, in accordance
with relevant accounting standards, of the disclosures
relating to impairment.
Based on the procedures we performed, we found that the
key assumptions underpinning management’s assessment
of the recoverable amount of goodwill and intangible
assets, are reasonable.
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ADDITIONAL INFORMATION
Recognition of Deferred Tax Assets €15.5 million (2022: €9.2 million).
Refer to page 173 (accounting policy) and page 188 (financial disclosures)
The key audit matter
How the matter was addressed in our audit
The Group has significant deferred tax assets amounting
to €15.5 million at 31 December 2023.
These are in respect of the future benefit of deductible
temporary differences and accumulated tax losses where
it is considered probable that they would be utilised or
recovered in the foreseeable future through the generation
of future taxable profits by the relevant Group entities.
We identified the recognition of certain deferred tax assets
as a key audit matter because of the inherent uncertainty
associated with key assumptions made by management
when forecasting future taxable profits, which determine
the extent to which deferred tax assets are or are not
recognised. In addition, we considered the significance
of the recognised deferred tax assets in assessing this
key audit matter.
The estimation uncertainty is elevated in 2023 due to
the recognition of an additional €6.4 million of deferred
tax assets.
We focused our attention in particular on the key
assumptions applied by management, including revenue
and profitability growth, when assessing the recoverability
of deferred tax assets.
For the reasons outlined above the engagement team
determine this matter to be a key audit matter.
Our audit procedures in this area included, but were not
limited to:
In this area our audit procedures included using our work
on the Group’s forecasts described in the Goodwill and
Intangible assets key audit matter above.
We obtained and documented our understanding of
processes related to management’s assessment of the
recognition and recoverability of deferred tax assets and
tested the design and implementation of the relevant
control therein.
We engaged our tax specialists to assist in determining
the appropriateness of recognising the temporary
differences and accumulated tax losses in the Group’s
calculation of deferred tax assets. This involved
assessing whether the losses and temporary differences
are subject to expiration, immediately available for use
and of sufficient quality.
We assessed the recoverability of the deferred tax assets
against the forecast future taxable profits, taking into
account the Group’s tax position, the timing of forecast
taxable profits and our knowledge and experience of
the application of relevant tax legislation.
We considered the historical accuracy of forecasts
of future taxable profits made by management by
comparing the actual taxable profits for the current
year with management’s estimates in the forecasts
made in the previous year and assessing whether
there were any indicators of management bias in the
selection of key assumptions.
We evaluated whether management’s judgements on
the generation of future taxable profits were aligned
with the Group’s other business forecasting processes.
We considered the appropriateness, in accordance with
the relevant accounting standards, of the disclosures.
Based on the audit procedures performed, we found that
the key assumptions used by management in calculating
the future taxable profits of the Group for the purpose of
assessing the recognition and recoverability of deferred
tax assets are reasonable.
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Independent Auditor’s Report to the
Members of Hostelworld Group PLC
continued
Company key audit matter
Investment in subsidiaries (including loan receivables) €164.5 million (2022: €162.5 million), representing Investment
in subsidiary of €49.6 million and loan receivable €114.9 million.
Refer to page 209 (accounting policy and financial disclosures)
The key audit matter
How the matter was addressed in our audit
The investment in subsidiary undertakings is carried in the
Statement of Financial Position of the Company at cost less
impairment. The investment is primarily comprised of the
Company’s investment in Hostelworld.com (€49.6 million)
and a loan due to the Company from its subsidiary
Hostelworld.com Limited of (€114.9 million). There is a
risk in respect of the carrying value of this investment if
future cashflows and performance of this subsidiary is
not sufficient to support the Company’s investment.
We focus on this area due to the significance of the balance
to the Company Balance Sheet and the judgement involved
in forecasting and discounting future cashflows.
For the reasons outlined above the engagement team
determine this matter to be a key audit matter.
We obtained and documented our understanding of the
process surrounding impairment considerations.
We considered managment’s assessment of impairment
indicators by comparing the carrying value of investment
in subsidiaries and loan receivable in the Company’s
Balance Sheet to the market capitalisation of the Group.
Additionally, the terms and conditions governing the
repayment of the loan receivable were considered in
our assessment.
We considered the audit procedures carried out in
relation to the impairment test performed by management
over the carrying value of goodwill and intangible assets
as outlined in the key audit matter above, in particular
the assumptions relating to the forecasting of future
performance and cashflows.
We assessed the adequacy of disclosures in the Company’s
Financial Statements.
Based on evidence obtained, we found that management’s
judgements were appropriate in assessing the carrying
value of investment in subsidiaries and were supported
by the market capitalisation at year end.
Our application of materiality and an overview of the scope of our audit
Materiality for the Group Financial Statements and Company Financial Statements as a whole was determined
as follows:
Group Financial Statements
Company Financial Statements
Overall
materiality
€695,000
€139,000
Benchmark
applied and
%
Group revenue of which materiality
represents 0.75%
Total assets of which materiality represents 0.5%
capped at 20% of Group materiality
Rationale
for the
benchmark
and
judgement
involved
We consider revenue to be the most appropriate
benchmark as profit before tax was not an
appropriate benchmark in 2023 given that the
Group has recorded a low profit before tax for the
year and was loss making in recent prior years.
We have determined, in our professional judgement,
that revenue is the principal benchmark within
the Financial Statements relevant to members of
the Group in assessing financial performance.
In applying our judgement in determining the
percentage to be applied to the benchmark we
considered that the Group has a high public profile,
operates in a regulated environment and that it
has debt arrangements which include covenants.
We consider total assets to be the most
appropriate benchmark given the profile of the
Company’s Balance Sheet and as the Company
is an investment holding company.
In applying our judgement in determining the
percentage to be applied to the benchmark
we considered that the Company has a high
public profile.
159
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Performance materiality for the Group Financial
Statements and Company Financial Statements as a
whole was set at €450,000 and €104,000 respectively,
determined with reference to benchmarks of revenue
and total assets (of which it represents 65% and 75%
respectively). In applying our judgement in determining
performance materiality for the Group we considered
that this was an initial audit.
We reported to the Audit Committee any corrected
or uncorrected identified misstatements exceeding
€34,000 (Group Financial Statements) and €7,000
(Company Financial Statements) in addition to other
identified misstatements that warranted reporting on
qualitative grounds.
We applied materiality to assist us determine what
risks were significant risks and the appropriate audit
procedures to be performed.
The structure of the Group’s finance function is such
that the central group team in Dublin provides support
to group components for the accounting for the majority
of transactions and balances. Components of the Group
were audited centrally by KPMG in Dublin covering
100% of total Group revenue and 98% of Group total
assets. Materiality of each of the components ranged
from €34,000 to €0.6 million, having regard to the mix
of size and risk profile of the components.
Our audit was undertaken to the materiality and
performance materiality level specified above and was
all performed by a single engagement team in Dublin.
We have nothing to report on the other
information in the Annual Report
The Directors are responsible for the other information
presented in the Annual Report together with the
Financial Statements. The other information comprises
the information included in the Strategic Report, the
Directors’ Report and the Corporate Governance Report.
The Financial Statements and our Auditor’s Report
thereon do not comprise part of the other information.
Our opinion on the Financial Statements does not cover
the other information and, accordingly, we do not
express an audit opinion or, except as explicitly stated
below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether, based on our Financial
Statements audit work, the information therein is
materially misstated or inconsistent with the Financial
Statements or our audit knowledge. Based solely on that
work we have not identified material misstatements in
the other information.
Opinions on other matters prescribed by
the Companies Act 2006
Strategic Report and Directors’ Report
Based solely on our work on the other information
undertaken during the course of the audit:
we have not identified material misstatements in
the Directors’ Report or the Strategic Report;
in our opinion, the information given in the Strategic
Report and the Directors’ Report is consistent with
the Financial Statements;
in our opinion, the Strategic Report and the Directors’
Report have been prepared in accordance with the
Companies Act 2006.
Directors’ Remuneration Report
In our opinion the part of the Directors’ Remuneration
Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Corporate Governance Statement
We have reviewed the Directors’ Statement in relation
to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to
the Company’s compliance with the provisions of
the UK Corporate Governance Code and the Irish
Corporate Governance Annex specified for our review
by the Listing Rules of Euronext Dublin and the UK
Listing Authority.
Based on the work undertaken as part of our audit,
we have concluded that each of the following elements
of the Corporate Governance Statement is materially
consistent with the Financial Statements and our
knowledge obtained during the audit:
Directors’ Statement with regards the
appropriateness of adopting the going concern
basis of accounting and any material uncertainties
identified set out on page 149 and within note 1 to
the Financial Statements;
160
Governance
|
Hostelworld Annual Report 2023
Independent Auditor’s Report to the
Members of Hostelworld Group PLC
continued
Directors’ explanation as to their assessment of
the Group’s prospects, the period this assessment
covers and why the period is appropriate set
out on page 149 and within note 1 to the
Financial Statements;
Director’s statement on whether it has a reasonable
expectation that the Group will be able to continue
in operation and meets its liabilities set out on page
149 and within note 1 to the Financial Statements;
Directors’ statement on fair, balanced and
understandable information necessary for
shareholders to assess the Group’s position
and performance, business model and strategy
set out on page 151;
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks and
the disclosures in the Annual Report that describe the
principal risks and the procedures in place to identify
emerging risks and explain how they are being
managed or mitigated set out within the Responsibility
Statement on page 151 Responsibility Statement and
within Principal Risks and Uncertainties on pages
31 to 40;
Section of the Annual Report that describes the
review of effectiveness of risk management and
internal control systems set out on page 95 and
within the Audit Committee Report set out on
pages 110 to 117; and
Section describing the work of the Audit Committee
set out on pages 110 to 117.
The Listing Rules of Euronext Dublin also requires us
to review certain elements of disclosures in the
Report to shareholders by the Board of Directors’
Remuneration Committee.
Based solely on our work on the other information
described above with respect to the Corporate
Governance Statement disclosures about internal
control and risk management systems in relation
to financial reporting processes and about share
capital structures:
we have not identified material misstatements therein;
the information therein is consistent with the
Financial Statements and has been prepared
in accordance with the applicable legal
requirements; and
in our opinion, the Corporate Governance Statement
has been prepared in accordance with relevant
rules of the Disclosure Guidance and Transparency
Rules of the Financial Conduct Authority.
We are also required to report to you if a Corporate
Governance Statement has not been prepared by the
Company. We have nothing to report in these respects.
We have nothing to report on the other matters
on which we are required to report by exception
Under the Companies Act 2006, we are required to
report to you if, in our opinion:
adequate accounting records have not been kept
by the Company, or returns adequate for our audit
have not been received from branches not visited
by us; or
the Company Financial Statements and the part of
the Directors’ Remuneration Report to be audited
are not in agreement with the accounting records
and returns; or
certain disclosures of Directors’ remuneration
specified by law are not made; or
we have not received all the information and
explanations we require for our audit.
We have nothing to report in these respects.
Respective responsibilities and restrictions on use
Responsibilities of Directors for the
Financial Statements
As explained more fully in the Directors’ Responsibilities
Statement set out on pages 150 and 151, the Directors
are responsible for: the preparation of the Financial
Statements including being satisfied that they give
a true and fair view; such internal control as they
determine is necessary to enable the preparation of
Financial Statements that are free from material
misstatement, whether due to fraud or error; assessing
the Group and Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to
going concern; and using the going concern basis of
accounting unless they either intend to liquidate the
Group or the Company or to cease operations, or have
no realistic alternative but to do so.
161
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Auditor’s responsibilities for the audit
of the Financial Statements
Our objectives are to obtain reasonable assurance
about whether the Financial Statements as a whole
are free from material misstatement, whether due to
fraud, other irregularities or error, and to issue an
opinion in an Auditor’s Report. Reasonable assurance
is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it exists.
Misstatements can arise from fraud, other irregularities
or error and are considered material if, individually or
in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on
the basis of these Financial Statements.
A fuller description of our responsibilities is
provided on the FRC’s website at
www.frc.org.uk/
auditorsresponsibilities.
The purpose of our audit work and to whom
we owe our responsibilities
Our Report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company’s
members those matters we are required to state to
them in an Auditor’s Report and for no other purpose.
To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than
the Company and the Company’s members, as a body,
for our audit work, for this Report, or for the opinions
we have formed.
Brian MacSweeney
20 March 2024
(Senior Statutory Auditor)
for and on behalf of
KPMG, Statutory Auditor
1 Stokes Place
St. Stephen’s Green
Dublin 2
Ireland
D02 DE03
@cyprusniko
Financial
Statements
164
Consolidated Income Statement
164
Consolidated Statement of Comprehensive Income
165
Consolidated Statement of Financial Position
166
Consolidated Statement of Changes In Equity
167
Consolidated Statement of Cash Flows
168
Notes to the Consolidated Financial Statements
206
Company Statement of Financial Position
207
Company Statement of Changes in Equity
208
Notes to the Company Financial Statements
Financial Statements
|
Hostelworld Annual Report 2023
164
Consolidated Income Statement
for the year ended 31 December 2023
2023
Pre-exceptional
2023
Exceptional
(Note 5)
2023
Total
2022
Pre-exceptional
2022
Exceptional
(Note 5)
2022
Total
Notes
€’000
€’000
€’000
€’000
€’000
€’000
Revenue
3
93,264
93,264
69,690
69,690
Operating expenses
before impairment
4
(88,178)
(253)
(88,431)
(82,278)
(835)
(83,113)
Reversal of impairment of
trade receivables
15
14
14
18
18
Share of results of associate
13
137
137
(206)
(206)
Operating profit/(loss)
5,237
(253)
4,984
(12,776)
(835)
(13,611)
Finance income
53
53
Finance costs
7
(2,581)
(3,526)
(6,107)
(4,301)
(4,301)
Profit/(loss) before taxation
2,709
(3,779)
(1,070)
(17,077)
(835)
(17,912)
Taxation credit
8
6,206
6,206
649
649
Profit/(loss) for the year
attributable to the
equity owners of
the parent Company
8,915
(3,779)
5,136
(16,428)
(835)
(17,263)
Basic earnings/(loss)
per share (euro cent)
9
4.21
(14.71)
Diluted earnings/(loss)
per share (euro cent)
9
4.07
(14.71)
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2023
2023
2022
€’000
€’000
Profit/(loss) for the year
5,136
(17,263)
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations
(24)
(11)
Total comprehensive income for the year attributable
to equity owners of the parent Company
5,112
(17,274)
165
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Consolidated Statement of Financial Position
as at 31 December 2023
2023
2022
Notes
€’000
€’000
Non-current assets
Intangible assets
10
66,533
73,358
Property, plant and equipment
11
818
735
Deferred tax assets
12
15,530
9,174
Investment in associate
13
1,117
980
Cash and cash equivalents
16
750
750
84,748
84,997
Current assets
Trade and other receivables
15
3,275
3,246
Corporation tax
91
22
Cash and cash equivalents
16
6,714
18,212
10,080
21,480
Total assets
94,828
106,477
Issued capital and reserves attributable to equity owners of the parent
Share capital
17
1,236
1,175
Share premium
17
14,425
14,328
Other reserves
18
2,918
6,432
Retained earnings
40,599
30,308
Total equity attributable to equity holders of the parent Company
59,178
52,243
Non-current liabilities
Non-current debt
Debt warehoused
19
6,425
9,438
Borrowings
21
4,807
30,869
Lease liabilities
14
35
11,267
40,307
Current liabilities
Current debt
Debt warehoused
19
3,204
Borrowings
21
5,340
244
Trade and other payables
Trade payables
20
3,314
3,944
Deferred revenue
20
3,891
3,201
Accruals and other payables
20
7,859
5,718
Lease liabilities
14
545
547
Corporation tax
230
273
24,383
13,927
Total liabilities
35,650
54,234
Total equity and liabilities
94,828
106,477
The financial statements were approved by the Board of Directors and authorised for issue on 20 March 2024 and
signed on its behalf by:
GaryMoison
Caroline Shey
Gary Morrison
Caroline Sherry
Chief Executive Officer
Chief Financial Officer
Hostelworld Group plc registration number 9818705 (England and Wales)
Financial Statements
|
Hostelworld Annual Report 2023
166
Consolidated Statement of Changes In Equity
for the year ended 31 December 2023
Share capital
Share premium
Retained earnings
Other reserves
Total
Notes
€’000
€’000
€’000
€’000
€’000
Balance at 01 January 2022
1,163
14,328
45,140
6,475
67,106
Issue of shares
12
12
Total comprehensive income
for the year
(17,263)
(11)
(17,274)
Credit to equity for equity
settled share-based payments
2,399
2,399
Transfer of exercised and
expired share-based awards
2,431
(2,431)
Balance at 31 December 2022
1,175
14,328
30,308
6,432
52,243
Issue of shares
17
61
97
158
Total comprehensive income
for the year
5,136
(24)
5,112
Credit to equity for equity
settled share-based payments
18
1,665
1,665
Transfer of exercise, vesting
or expiry of warrants
18
3,073
(3,073)
Transfer of exercised and
expired share-based awards
2,082
(2,082)
Balance at 31 December 2023
1,236
14,425
40,599
2,918
59,178
167
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Consolidated Statement of Cash Flows
for the year ended 31 December 2023
2023
2022
Notes
€’000
€’000
Cash flows from operating activities
Profit/(loss) for the year
5,136
(17,263)
Taxation
(6,206)
(649)
Loss before tax
(1,070)
(17,912)
Amortisation and depreciation
4
11,774
11,597
Share of results of associate
13
(137)
206
Net profit on disposal of leases
4
(3)
(1)
Net loss on disposal of property, plant and equipment
4
1
Financial income
(53)
Finance expense
7
2,581
4,301
Finance expense (exceptional)
7
3,526
Employee equity settled share-based payment expense
23
1,682
2,396
Changes in working capital items:
Increase in trade and other payables
2,392
1,457
Increase in trade and other receivables
(28)
(1,244)
Cash generated from operations
20,664
801
Interest paid (including lease interest)
(3,036)
(1,370)
Interest received
59
Income tax paid
(262)
(180)
Net cash used in operating activities
17,425
(749)
Cash flows from investing activities
Acquisition/development of intangible assets
10
(3,986)
(4,597)
Purchases of property, plant and equipment
11
(101)
(196)
Net cash used in investing activities
(4,087)
(4,793)
Cash flows from financing activities
Drawdown of borrowings
21
17,369
Transaction costs relating to borrowings
21
(170)
Repayment of borrowings
21
(41,233)
Proceeds received on issue of warrants
17
33
Proceeds received on issue of shares
17
98
Repayments of obligations under lease liabilities
14
(909)
(752)
Net cash (used in)/ from financing activities
(24,812)
(752)
Net decrease in cash and cash equivalents
(11,474)
(6,294)
Cash and cash equivalents at the beginning of the year
18,962
25,267
Effect of foreign exchange rate changes
(24)
(11)
Cash and cash equivalents at the end of the year
16
7,464
18,962
168
Financial Statements
|
Hostelworld Annual Report 2023
Notes to the Consolidated Financial Statements
for the year ended 31 December 2023
1. Significant accounting policies
General information
Hostelworld Group PLC, hereinafter “the Company”, is a
public limited company domiciled in Ireland, incorporated
in the United Kingdom on the 09 October 2015 under
the Companies Act 2006 and is registered in England
and Wales. The registered office of the Company is
One Chamberlain Square, Birmingham, B3 3AX,
United Kingdom.
The Company and its subsidiaries (together “the Group”)
provide software and data processing services that
facilitate hostel, B&B, hotel and other accommodation
bookings worldwide.
The Company’s shares are quoted on Euronext Dublin
and the London Stock Exchange.
The Company and consolidated financial statements
were approved and authorised for issue by the Board
of Directors on 20 March 2024.
Going concern
The Directors, after due consideration and review of the
Board approved 2024 budget and four-year outlook,
and having made enquiries, have a reasonable
expectation that the Group has adequate resources
to continue operating as a going concern for the
foreseeable future, at least 12 months from the date
of approval of the financial statements.
The 2024 budget has been prepared on a 12-month
calendar basis. Revenue and marketing cost projections
within budget 2024 have been developed by
triangulating three different models, where each model
output has helped to validate the others.
1.
Regional level forecasting which allows us to forecast
specific bed prices, booking models, geographic
mix and seasonality effectively in our modelling;
2.
Channel mix between free and paid customers
where assumptions are made based on volume
of new customer acquisitions, cost of customer
acquisitions and anticipated bookings based on
marketing spend. Budget 2024 includes a modest
reduction in our largest operating expense marketing
costs obtained through marketing efficiency and
advancement of our social strategy where we do
not incur marketing spend for customers who have
already downloaded our app; and
3.
Modelling new and returning customers by using
statistical models built using over 15 years of
customer data. This rich customer cohort data set
enables us to model recurring revenue streams,
with a high degree of predictability. We layer in
additional knowledge on new customer acquisition
costs and expected economics between free and
paid customers.
Forecasting at this regional and channel level also
allows us to adjust for bed price inflation and cost of
living pressures. These risks are somewhat mitigated
as our target 18-34
-year-old population typically have
the means and the flexibility to travel, tending to view
it as a ‘rite of passage’ rather than purely discretionary
spend. Hostels are a cost-effective means to travel and
our strategy focuses on customers connecting on a
free platform that we provide. Hostelworld’s business
activities, together with the main factors likely to affect
its future development and performance, are described
in the Strategic Report on pages 14 to 83.
In addition to our base budget for 2024, we have
prepared an additional scenario that depicts different
trading volumes called a downside scenario. This
scenario includes reduced revenue achieved by reducing
ABV by 3% while maintaining the same level of operating
spend. Under this scenario, the Group has sufficient
cash reserves available to remain a going concern.
In their assessment the Directors have also reviewed
available cash resources, cash generation from
operations, liquidity, borrowing facilities and related
covenant requirements which taken together, provide
confidence that the Group will be able to meet its
obligations as they fall due. Further information on
the Group’s bank facilities, which were successfully
re-financed in May 2023, is provided in note 21 to the
Financial Statements and outlined in the financial
review on pages 24 to 29.
At this point in time, the consequences of the current
unrest in Ukraine and in Gaza are uncertain. We have
not experienced a significant impact to our revenue
during 2023, and we continue to monitor any
development in the conflict, and the impact to the
Group closely. No revenue has been budgeted for
these countries in 2024.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
169
Climate-related risks can impact our business as a
customer may not want to travel, a hostel may be forced
to close, or an area is not accessible. The budgeting
process has incorporated all operating costs relating
to our sustainability roadmap, as well as the cost of
future emission reductions and investments in climate
action projects. Following an assessment completed
by the Group, the budget does not contain any other
liabilities, provisions or contingent liabilities relating to
climate change. While budgeted bookings and revenue
do not contain any specific climate-related adjustments,
any impacts of climate change from 2023 would be
captured as revenue is built on a country and seasonal
level based on the prior year.
Having considered the Group’s Board approved 2024
budget, cash flow forecasts prepared for 12 months
from 20 March 2024, the Group’s strategy, current and
anticipated trading volumes, current and anticipated
levels of cash and debt, together with mitigating actions
available, the Directors are satisfied that the Group
and Company has sufficient resources to continue in
operation for the foreseeable future, a period of not less
than 12 months from the date of this report. Accordingly,
they continue to adopt the going concern basis in
preparing the Group financial statements.
Basis of preparation
The financial statements have been prepared in
conformity with the requirements of the Companies
Act 2006 and UK adopted International Financial
Reporting Standards (“IFRS”) and IFRS adopted
pursuant to Regulation (“EC”) No 1606/2002 as it
applies in the European Union.
The consolidated financial statements also comply
with Article 4 of the EU IAS Regulation. References
to IFRS hereafter refer to UK adopted IFRS and IFRS
adopted by the EU.
The consolidated financial statements have been
prepared under the historical cost basis. The investment
in associate is accounted for using the equity method.
In the preparation of these consolidated financial
statements the accounting policies set out below have
been applied consistently by all Group companies.
The consolidated financial statements are presented
in euro which is the currency of the primary economic
environment in which the Group operates.
Re-presentation
Certain comparative amounts in note 4 operating
expenses and note 6 staff costs have been re-presented
to exclude third party contractor costs, on a basis
consistent with the current year. There is no impact on
net assets, or the Group’s profit for the period ended
31 December 2023.
Basis of consolidation
Subsidiaries
The consolidated financial statements incorporate the
financial statements of the Company and entities
controlled by the Company (its subsidiaries) all of which
prepare financial statements up to 31 December.
Control is achieved when the Company has the power
over the investee, is exposed, or has rights, to variable
return from its investment with the investee and has
the ability to use its power to affect its returns. The
financial statements of subsidiaries are included in the
consolidated financial statements from the date that
control commences until the date that control ceases.
All intragroup assets and liabilities, equity, income,
expenses and cash flows relating to transactions
between the members of the Group are eliminated on
consolidation. Unrealised losses are also eliminated,
except where they provide evidence of impairment.
Associates
Associates are entities over which the Group has
significant influence but not control, generally
accompanying a shareholding of between 20% and
50% of the voting rights. Significant influence is the
power to participate in the financial and operating
policy decisions of the investee but is not control over
those policies.
Investments in associates are accounted for using the
equity method of accounting and are initially recognised
at cost. On acquisition of the investment in associate,
any excess of the cost of the investment over the
Group’s share of the net fair value of the identifiable
assets and liabilities of the investee is recognised as
goodwill, which is included within the carrying value of
the investment.
1. Significant accounting policies
continued
Financial Statements
|
Hostelworld Annual Report 2023
Notes to the Consolidated Financial Statements
continued
170
The Group’s share of its associates’ post-acquisition
profits or losses is recognised in ‘share of results of
associate’ in the consolidated income statement, and
its share of post-acquisition movements in reserves is
recognised in the consolidated statement of changes
in equity. The cumulative post-acquisition movements
are adjusted against the carrying amount of the
investment, less any impairment in value. Where
indicators of impairment arise, the carrying amount of
the associate is tested for impairment by comparing
its recoverable amount with its carrying amount.
The requirements of IAS 36 are applied to determine
whether it is necessary to recognise any impairment
loss with respect to the Group’s investment in an
associate. When necessary, the entire carrying amount
of the investment (including goodwill) is tested for
impairment in accordance with IAS 36 as a single asset
by comparing its recoverable amount (higher of value
in use and fair value less costs of disposal) with its
carrying amount. Any impairment loss recognised is not
allocated to any asset, including goodwill that forms part
of the carrying amount of the investment. Any reversal
of that impairment loss is recognised in accordance
with IAS 36 to the extent that the recoverable amount
of the investment subsequently increases.
Unrealised gains arising from transactions with
associates are eliminated to the extent of the Group’s
interest in the entity. Unrealised losses are eliminated
to the extent that they do not provide evidence of
impairment. When the Group’s share of losses in an
associate equals or exceeds its interest in the associate,
the Group does not recognise further losses unless
the Group has incurred obligations or made payments
on behalf of the associate. The accounting policies of
associates are amended where necessary to ensure
consistency of accounting treatment at Group level.
When the Group ceases to have significant influence,
any retained interest in the entity is re-measured to its
fair value at the date when significant influence is lost
with the change in carrying amount recognised in
the consolidated income statement. The Group also
reclassifies any movements previously recognised in
other comprehensive income to the consolidated
income statement.
New standards, amendments and interpretations
issued and adopted by the Group in 2023:
The following changes to IFRS became effective for the
Group during the year but did not result in material
changes to the Group’s consolidated financial statements:
Amendments to IFRS 17 Insurance contracts:
Initial Application of IFRS 17 and IFRS 9 –
Comparative Information
Amendments to IAS 12 Income taxes: International
Tax Reform – Pillar Two Model Rules and Deferred
Tax related to Assets and Liabilities arising from a
Single Transaction
Amendments to IAS 1 Presentation of Financial
Statements and IFRS Practice Statement 2:
Disclosure of Accounting policies
Amendments to IAS 8 Accounting policies, Changes
in Accounting Estimates and Errors: Definition of
Accounting Estimates
Extension of the Temporary Exemption from
Applying IFRS 9 (Amendments to IFRS 4)
New and amended standards and interpretations
not yet mandatorily effective:
The Group has not applied certain new standards,
amendments and interpretations to existing standards
which are not yet mandatorily effective and have
not yet been endorsed by the UK or by the EU, in
some instances:
Leases COVID-19 - Related Rent Concessions
beyond 30 June 2021 (Amendments to IFRS 16)
Classification of Liabilities as Current or Non-Current
(Amendments to IAS 1)
Lease Liability in a Sale and Leaseback (Amendments
to IFRS 16)
Amendments to IAS 1 Presentation of
Financial Statements:
Classification of Liabilities as Current or
Non-current Date (issued on 23 January 2020);
Classification of Liabilities as Current or Non-
current - Deferral of Effective Date (issued on
15 July 2020);
Non-current Liabilities with Covenants (issued
on 31 October 2022) Lack of Exchangeability
(Amendments to IAS 21)
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
171
Amendments to IAS 21 The Effects of Changes in
Foreign Exchange Rates: Lack of Exchangeability
Amendments to IAS 7 Statement of Cash Flows and
IFRS 7 Financial Instruments: Disclosures: Supplier
Finance Arrangements
Revenue recognition
The Group generates substantially all of its revenues
from the technology and data processing fees and
service fees that it charges to accommodation
providers. The Group also generates revenues from
advertising services.
Revenue is recognised at the time the reservation is
made in respect of non-refundable commission on the
basis that the Group has met its performance obligations
having provided the technology and data processing
service at the time the booking is made. In respect of
the free cancellation product, which offers the traveller
the opportunity to make a booking on a free cancellation
basis and to receive a refund of their deposit in
certain circumstances, such related revenue is not
recognised until the last cancellation date has passed
as one party can withdraw from the contract until
such a date has passed, at which point the Group will
have met its performance obligation.
Where the Group provides an ancillary service to allow
a flexible booking option which allows a booking to be
cancelled for no charge or a new booking to be made,
such revenue is deferred, until such time as the related
check-in date has passed or for a six-month period from
the date of cancellation, at which time the credit expires.
Where credits are granted to customers for utilisation
on future bookings, a provision is recorded against
revenue based on the probability that a credit offering
will be used by a customer.
Ancillary advertising and property management
technology revenues (Counter) are recognised over the
period when the service is performed as the Group’s
performance obligation is met over time. Royalties
and commission amounts earned from the “
Roamies
revenue streams are recognised on the trip’s start
date, when the Group’s performance obligations are
met. Revenue is measured at the fair value of the
consideration received or receivable.
Revenue is stated net of rebates, sales taxes and value
added taxes. Rebates relate to volume incentive rebates
offered to hostel partners. Recognition of rebates
have limited judgement and are recognised based on
performance targets for the previous quarters trading
volumes measured at midnight on the closing day of a
quarter and settled within the following quarter.
Leases
The Group leases properties across a number of
locations. Rental contracts are typically made for fixed
periods but may have an option to extend. Lease terms
are negotiated on an individual basis and contain a wide
range of different terms and conditions.
At inception of a contract, the Group assesses whether
a contract is or contains a lease. For contracts where the
Group is a lessee, a right-of-use asset is recognised,
representing the Group’s right to use the underlying
asset and a lease liability is also recognised for the
Group’s obligation to make lease payments during
the lease term. The lease term of each contract is
determined as the non-cancellable period of the lease,
together with any periods covered by an option to
extend the lease if it is reasonably certain to be
exercised, or any periods covered by an option to
terminate the lease (break option), if it is reasonably
certain not to exercise that option. For short-term leases
(defined as leases with a lease term of 12 months or
less) and leases of low value assets (defined as leases
with an underlying asset value of €10,000 or less), the
Group recognises the lease payments as an operating
expense on a straight-line basis over the term of
the lease.
The right-of-use asset is initially measured at cost
and subsequently valued at cost less accumulated
depreciation and impairment losses. It is adjusted
where a lease modification results in a remeasurement
of the lease liability.
Right-of-use assets are depreciated over the shorter
period of lease term and useful life of the underlying
asset. The depreciation starts at the commencement
date of the lease.
Whenever the Group incurs an obligation to restore the
underlying asset to the condition required by the terms
and conditions of the lease, a provision is recognised
and measured under IAS 37. To the extent that the costs
relate to a right-of-use asset, the costs are included in
the related right-of-use asset.
1. Significant accounting policies
continued
Financial Statements
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Hostelworld Annual Report 2023
Notes to the Consolidated Financial Statements
continued
172
The carrying value of these assets are reviewed at the
end of each reporting period to determine whether
there is any indication that the assets have suffered an
impairment loss. The Group applies IAS 36 to determine
whether a right-of-use asset is impaired and accounts
for any identified impairment loss.
Lease liabilities are measured at the present value of
the future lease payments. The lease payments are
discounted using the implicit interest rate in the lease, or
where this cannot readily be determined the Group use
the Group’s incremental borrowing rate. The incremental
borrowing rate depends on the term, currency and start
date of the lease and is determined based on a series of
inputs including: the risk-free rate based on government
bond rates; a country-specific risk adjustment and a
credit risk adjustment based on bond yields.
Subsequently the lease liability is increased to reflect
interest on the lease liability and reduced for payments
made. The lease liability is remeasured for lease
modifications or reassessments.
Lease payments included in the measurement of the
lease liability comprise: (i) fixed lease payments less
any lease incentives receivable; (ii) variable lease
payments that depend on an index or rate, initially
measured using the index or rate at the commencement
date; (iii) the amount expected to be payable by the
lessee under residual value guarantees; (iv) the exercise
price of purchase options, if the lessee is reasonably
certain to exercise the options; and (v) payments of
penalties for terminating the lease, if the lease term
reflects the exercise of an option to terminate the lease.
The lease liability is presented as a separate line in the
consolidated statement of financial position. The lease
liability is subsequently measured by increasing the
carrying amount to reflect interest on the lease liability
(using the effective interest method) and by reducing the
carrying amount to reflect the lease payments made.
The Group re-measures the lease liability (and makes
a corresponding adjustment to the related right-of-use
asset) whenever: (i) The lease term has changed or
there is a significant event or change in circumstances
resulting in a change in the assessment of exercise of
a purchase option, in which case the lease liability is
re-measured by discounting the revised lease payments
using a revised discount rate. (ii) The lease payments
change due to changes in an index or rate or a change
in expected payment under a guaranteed residual value,
in which cases the lease liability is remeasured by
discounting the revised lease payments using an
unchanged discount rate (iii) A lease contract is modified
and the lease modification is not accounted for as a
separate lease, in which case the lease liability is
remeasured based on the lease term of the modified
lease by discounting the revised lease payments
using a revised discount rate at the effective date of
the modification.
Cash paid on the interest portion of a lease liability
is included as part of operating activities in the
consolidated cash flow statement and cash payments
for the principal portion of a lease liability are included
as part of financing activities. Payments in relation to
short-term leases and leases of low value assets
that do not meet the criteria to be capitalised under
IFRS 16 are included as part of operating activities in
the consolidated cash flow statement.
Exceptional items
Exceptional items by their nature and size can make
interpretation of the underlying trends in the business
more difficult. Such items may include restructuring,
material merger and acquisition costs, profit or loss
on disposal or termination of operations, litigation
settlements, legislative changes, material acquisition
integration costs and profit or loss on disposal of
investments. Judgement is used by the Group in
assessing the particular items which by virtue of their
scale and nature should be disclosed as exceptional
items. Where an item that has been classified as
exceptional spans more than one reporting period
such as a multi-year restructuring programme, it will
also be presented as exceptional in the following period
for consistency of presentation.
Taxation
The Group is tax resident in Ireland. The tax expense
represents the sum of the tax currently payable and
deferred tax.
Current tax
The tax currently payable is based on taxable profit
for the period. Taxable profit differs from net profit as
reported in the consolidated income statement because
it excludes items of income or expense that are taxable
or deductible in other years and it further excludes items
that are never taxable or deductible. The Group’s liability
for current tax is calculated using tax rates that have
been enacted or substantively enacted by the reporting
date, and any adjustment to tax payable in respect of
previous years.
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A provision is recognised for those matters for which
the tax determination is uncertain, but it is considered
probable that there will be a future outflow of funds to
a tax authority. The provisions are measured at the best
estimate of the amount expected to become payable.
The assessment is based on the judgement of tax
professionals within the Company supported by previous
experience in respect of such activities and in certain
cases based on specialist independent tax advice.
Deferred tax
Deferred tax is the tax expected to be payable or
recoverable on differences between the carrying
amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in
the computation of taxable profit and is accounted
for using the liability method. Deferred tax liabilities
are generally recognised for all taxable temporary
differences and deferred tax assets are recognised for
unused tax losses, unused tax credits and deductible
temporary differences to the extent that it is probable
future taxable profits will be available against which
the temporary difference can be utilised.
Deferred tax liabilities are recognised for taxable
temporary differences arising on investments in
subsidiaries and associates, except where the Group is
able to control the reversal of the temporary difference
and it is probable that the temporary difference will
not reverse in the foreseeable future. Deferred tax
assets arising from deductible temporary differences
associated with such investments and interests are
only recognised to the extent that it is probable that
there will be sufficient taxable profits against which to
utilise the benefits of the temporary differences and
they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed
at each reporting date and reduced to the extent that
it is no longer probable that sufficient taxable profits
will be available to allow all or part of the asset to be
recovered. Such reductions are reversed when the
probability of future taxable profits improves.
Deferred tax assets and liabilities are offset when there
is a legally enforceable right to set off current tax
assets against current liabilities and when they relate
to income taxes levied by the same taxation authority
and the Group intends to settle its current tax assets
and liabilities on a net basis.
Deferred tax is calculated at the tax rates that are
expected to apply in the period when the liability is
settled, or the asset is realised based on tax laws and
rates that have been enacted or substantively enacted
at the balance sheet date. Deferred tax is charged or
credited in the consolidated income statement, except
when it relates to items charged or credited directly to
equity, in which case the deferred tax is also dealt with
in equity.
Foreign currencies
The individual financial statements of each Group
Company are presented in the currency of the primary
economic environment in which it operates (its functional
currency). For the purpose of the consolidated
financial statements, the results and financial position
of each Group Company are expressed in euro, which
is the functional currency of the parent Company and
the presentation currency for the consolidated
financial statements.
In preparing the financial statements of the individual
companies, transactions in currencies other than the
entity’s functional currency (foreign currencies) are
recorded at the rates of exchange prevailing on the
dates of the transactions. At each reporting date,
monetary assets and liabilities denominated in foreign
currencies are retranslated at the rates prevailing on
the reporting date.
Non-monetary items (including deferred revenue)
carried at fair value that are denominated in foreign
currencies are translated at the rates prevailing at
the date when the fair value was determined in
accordance with IFRIC 22. Non-monetary items that
are measured in terms of historical cost in a foreign
currency are not retranslated.
Exchange differences arising on the settlement of
monetary items, and on the retranslation of monetary
items, are included in the consolidated income
statement and consolidated statement of comprehensive
income for the period. For the purpose of presenting
consolidated financial statements, the assets and
liabilities of the Group’s operations are translated at
exchange rates prevailing on the reporting date. Income
and expense items are translated at the average
exchange rates for the period, unless exchange rates
fluctuate significantly during that period, in which case
the exchange rates at the date of transactions are used.
Exchange differences arising, if any, are classified as
equity and transferred to the Group’s foreign currency
translation reserve.
1. Significant accounting policies
continued
Financial Statements
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Hostelworld Annual Report 2023
Notes to the Consolidated Financial Statements
continued
174
Goodwill and fair value adjustments arising on the
acquisition of a foreign entity are treated as assets
and liabilities of the foreign entity and translated at
the closing rate. Exchange differences arising are
recognised in other comprehensive income.
Retirement benefits costs
The Group operates a defined contribution pension
scheme. Contributions made in respect of employees’
pension schemes are charged through the consolidated
income statement in the period they become payable.
The Group pays contributions to privately administered
pension insurance plans. The Group has no further
payment obligations once the contributions have
been paid. The contributions are recognised as
employee benefit expense when they are due. Prepaid
contributions are recognised as an asset to the extent
that a cash refund or a reduction in the future payments
is available.
Intangible assets
Goodwill
Goodwill is initially measured as the excess of the cost
of the business combination over the Group’s interest
in the net fair value of the identifiable assets, liabilities
and contingent liabilities of the acquired subsidiary
or associate. Identifiable intangible assets, meeting
either the contractual-legal or separability criterion are
recognised separately from goodwill.
Goodwill on acquisition of subsidiaries is included
within intangible assets. Goodwill associated with the
acquisition of associates is included within the interest
in associates under the equity method of accounting.
Following initial recognition, goodwill is measured at
cost less any accumulated impairment losses.
Goodwill is reviewed for impairment annually or more
frequently if events or changes in circumstances
indicated that the carrying value may be impaired.
For the purposes of impairment testing, goodwill is
allocated to the Group’s single cash-generating unit
(“CGU”) that is expected to benefit from the synergies
of the combination.
If the recoverable amount of the cash-generating unit
is less than its carrying amount, the impairment loss is
allocated first to reduce the carrying amount of any
goodwill allocated to the unit and then to the other
assets of the unit on a pro-rata basis based on the
carrying amount of each asset in the unit. Any
impairment loss for goodwill is recognised directly in
profit or loss in the consolidated income statement.
An impairment loss recognised for goodwill is not
reversed in subsequent periods.
Other intangible assets
The Group has four classes of other intangible assets:
domain names, technology assets, affiliate contracts
and development costs.
Other intangible assets are capitalised at cost and
amortised to operating expenses before impairment in
the consolidated income statement on a straight-line
basis over their estimated useful lives:
   
Domain names
5–15 years
Technology assets
4 years
Affiliate contracts
5 years
Capitalised development costs
2–5 years
Domain names relate to certain domain names,
trademarks and technology assets which are carried at
cost less accumulated amortisation and are amortised
over their useful life. Technology assets here include
the website, app interfaces, application programming
interfaces (“APIs”) that allow applications to interface
and databases which collectively form the underlying
integrated Hostelworld Platform.
Affiliate contracts refers to contracts established with
certain affiliate partners whose function is to promote
the website and app. These contracts were identified
as a separately identifiable asset in line with IAS 38
‘Intangible Assets’ which allow affiliates to get real time
access to property, pricing and availability function
through affiliate APIs.
Technology assets relates to certain computer
software applications stated at cost less accumulated
amortisation. Costs incurred on the acquisition of
computer software are capitalised, as are costs directly
associated with developing computer software
programmes for internal use, if they meet the recognition
criteria of IAS 38 ‘Intangible Assets’
.
Development expenditure in relation to internally-
generated intangible assets is capitalised when all of
the following have been demonstrated; the technical
feasibility of completing the intangible asset so that it
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175
will be available for use; the intention to complete the
project to which the intangible asset relates and to
use it or sell it; the ability to use or sell the intangible
asset, how the intangible asset will generate probable
future economic benefits; the availability of adequate
technical, financial and other resources to complete the
development and to use the intangible asset; and the
ability to measure reliably the expenditure attributable
to the intangible asset during its development.
Development activities involve a plan or design for the
production of new or substantially improved products
or processes. Directly attributable costs that are
capitalised as part of the software product, website or
system include employee costs. Other development
expenditures that do not meet these criteria as well as
ongoing maintenance are recognised as an expense
as incurred.
An intangible asset is derecognised on disposal or when
no future economic benefits are expected to arise from
the continued use or disposal of the asset. The gain or
loss arising on the disposal of an asset is recognised
in the consolidated income statement when the asset
is derecognised.
The residual value associated with all intangible assets
is deemed to be €nil.
Expenditure on research activities is recognised as an
expense in the period in which it is incurred.
Impairment of tangible and intangible assets
other than goodwill
At the end of each reporting period, the Directors review
the carrying amounts of the Group’s tangible and
intangible assets to determine whether there is any
indication that those assets have suffered an impairment
loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine
the extent of the impairment loss (if any). Where it is
not possible to estimate the recoverable amount of an
individual asset, the Directors estimate the recoverable
amount of our cash-generating unit as a whole.
Intangible assets with indefinite useful lives and
intangible assets not yet available for use are tested
for impairment at least annually, and whenever there
is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less
costs of disposal and value in use. In assessing value
in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that
reflects current market assessments of the time value
of money and the risks specific to the asset. If the
recoverable amount of an asset (or the cash-generating
unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (or the cash-generating
unit) is reduced to its recoverable amount. An impairment
loss is recognised immediately in profit or loss, unless
the relevant asset is carried at a revalued amount,
in which case the impairment loss is treated as a
revaluation decrease.
Where an impairment loss subsequently reverses, the
carrying amount of the asset (or the cash-generating
unit) is increased to the revised estimate of its
recoverable amount. The increased carrying amount
cannot exceed the carrying amount that would have
been determined had no impairment loss been
recognised for the asset (or the cash-generating unit)
in prior years. Additionally, a reversal is only recognised
in respect of the impairment of non-goodwill assets
within the cash-generating unit. A reversal of an
impairment loss is recognised immediately in profit or
loss, unless the relevant asset is carried at a revalued
amount, in which case the reversal of the impairment
loss is treated as a revaluation increase.
Financial instruments
Financial assets and financial liabilities are recognised
in the Group’s consolidated statement of financial
position when the Group becomes a party to the
contractual provisions of the instrument.
Financial assets and liabilities are initially measured
at fair value plus transaction costs, except for those
classified as fair value through profit or loss, which are
initially measured at fair value. The fair value of financial
assets and liabilities denominated in a foreign currency
is determined in that foreign currency and translated
at the spot rate at the end of the reporting period.
(a)
Financial assets
Trade and other receivables
Trade and other receivables are stated initially at their
transaction price and subsequently at amortised cost,
less any expected credit loss provision. The Group
applies the simplified approach to measuring expected
credit losses which uses a lifetime expected credit
loss allowance for all trade receivables.
1. Significant accounting policies
continued
Financial Statements
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Hostelworld Annual Report 2023
Notes to the Consolidated Financial Statements
continued
176
(b)
Expected credit loss of financial assets
The Group always recognises lifetime expected credit
losses (“ECLs”) for trade receivables estimated using
a provision matrix based on the Group’s historical
credit loss experience, adjusted for factors that are
specific to the debtors, general economic conditions
and an assessment of both the current as well as the
forecast direction of conditions at the reporting date,
including time value of money where appropriate.
Lifetime ECLs represents the expected credit losses
that will result from all possible default events over
the expected life of a financial instrument. ECLs are
reported in the consolidated income statement. An
event of default occurs where there is failure by a
debtor to fulfil an obligation and there is no likely
recourse available. For example, if a hostel has gone
out of business.
(c)
Financial liabilities
Trade and other payables
Trade and other payables are initially recorded at fair
value, which is usually the original invoiced amount,
and subsequently carried at amortised cost. Liabilities
are derecognised when the obligation under the liability
is discharged, cancelled or expires.
Loans and borrowings
All loans and borrowings are initially recognised at
fair value of the proceeds received less any directly
attributable transaction costs. Transaction costs include
fees and commission paid to agents, advisers brokers
and dealers. After initial recognition, interest-bearing
loans and borrowings are subsequently measured at
amortised cost using the effective interest method
being the amount at which the financial liability is
measured at initial recognition minus any principal
repayments, plus or minus the cumulative amortisation
using the effective interest method of any difference
between that initial amount and the maturity amount.
Borrowings are de-recognised when the Group’s
obligations specified in the contracts expire, are
discharged or cancelled. Borrowings are classified as
current liabilities unless the Group has an unconditional
right to defer settlement of the liability for at least 12
months after the financial position date.
Other financial liabilities
Financial liabilities are recognised initially at fair value
and are subsequently stated at amortised cost using
the effective interest method. The effective interest
method is a method for calculating the amortised cost
of a financial liability and of allocating interest expense
over the relevant period. The effective interest rate is
the rate that exactly discounts estimated future cash
payments through the expected life of the financial
liability to the amortised cost of a financial liability.
Financial liabilities are classified as current liabilities
unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the
reporting date. The Directors determine the classification
of the Group’s financial liabilities at initial recognition.
(d)
Cash and cash equivalents
Cash and cash equivalents include cash in hand,
deposits held at call with banks and other short-term
highly liquid investments with original maturities of three
months or less. Restricted cash and cash equivalent
balances are those which meet the definition of
cash and cash equivalents but are not available for
use by the Group, including those which are under
contractual restriction.
Dividends
Final dividends are recorded in the Group’s financial
statements in the period in which they are approved
by the Company’s shareholders. Interim dividends are
recorded in the period in which they are paid.
Share-based payments
Equity settled share-based payments to employees
are measured at the fair value of the equity instruments
at the grant date. The fair value excludes the effect of
non-market-based vesting conditions. Details regarding
the determination of the fair value of equity-settled
share-based transactions are set out in note 23.
The fair value determined at the grant date of the
equity-settled share-based payments is expensed on
a straight-line basis over the vesting period, based
on the Group’s estimate of equity instruments that will
eventually vest. At each reporting date, the Group revises
its estimate of the number of equity instruments
expected to vest as a result of the effect of non-market-
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177
based vesting conditions. The impact of the revision
of the original estimates, if any, is recognised in the
consolidated income statement such that the
cumulative expense reflects the revised estimate,
with a corresponding adjustment to the share-based
payment reserve.
For cash settled share-based payments, a liability is
recognised for the services acquired, measured initially
at the fair value of the liability. At each reporting date
until the liability is settled, and at the date of settlement,
the fair value of the liability is re-measured, with any
changes in fair value recognised in the consolidated
income statement for the year.
In assessing any modification of employee share-based
payment transactions, the Group assesses if the
change in the terms and conditions has an effect on
the amount recognised which depends on whether
the fair value of the new instruments is greater than
the fair value of the original instruments. Modifications
that increase the fair value of the grant result in
recognition of the incremental fair value measured
at the date of modification.
Earnings per share
The Group presents basic and diluted earnings per
share (“EPS”) data for its ordinary shares. Basic EPS
is calculated by dividing the profit attributable to
ordinary shareholders by the weighted average
number of ordinary shares outstanding during the
period. Diluted earnings per share is computed by
adjusting the weighted average number of ordinary
shares in issue to assume conversion of all potential
dilutive ordinary shares.
Government grants
Government grants are not recognised until there is
reasonable assurance that the Group will comply with
the conditions attaching to them and that the grants
will be received. Government grants that are receivable
as compensation for expenses or losses already incurred
or for the purpose of giving immediate financial support
to the Group with no future related costs are recognised
in profit or loss in the period in which they become
receivable. Amounts are recognised as income over the
periods necessary to match them with the related costs
and are deducted in reporting the related expense.
2.
Critical accounting judgements and
key sources of estimation uncertainty
In the application of the Group’s accounting policies,
the Directors are required to make judgements (other
than those involving estimations) that have a significant
impact on the amounts recognised and to make
estimates and assumptions about the carrying amounts
of assets and liabilities that are not readily apparent
from other sources. The estimates and associated
assumptions are based on historical experience and
other factors considered relevant. Actual results may
differ from these estimates.
The estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates
are recognised in the year in which the estimate is
revised if the revision affects only that year, or in the
year of the revision and future years if the revision
affects both current and future years.
(a)
Critical judgements in applying the Group’s
accounting policies:
The following are the critical judgements, apart from
those involving estimations (which are presented
separately below), that the directors have made in the
process of applying the Group’s accounting policies
and that have the most significant effect on the
amounts recognised in financial statements.
Capitalisation of development costs
Development costs are capitalised when the criteria set
out in paragraph 57 of IAS 38 Intangible assets have
been demonstrated as disclosed in our accounting
policy disclosed on pages 174 and 175. Total additions
amounted to €3,953k (2022: €4,511k) and carrying
value at the balance sheet date totalled €7,787k
(2022: €6,800k).
Determining the amount to be capitalised requires
management to make judgements about each asset to
ensure that they meet the requirements. Business cases
have been prepared in line with our Board approved
2024 budget and four-year outlook. The main projects
capitalised in the current year relate to the ‘Social’
strategy and platform modernisation which both form
a key part of the Group’s growth strategy. Should trading
deteriorate significantly it is reasonably possible within
the next financial year that development costs may
require a material adjustment to their carrying amount.
2.
Critical accounting judgements and key sources of estimation uncertainty
continued
Financial Statements
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Hostelworld Annual Report 2023
Notes to the Consolidated Financial Statements
continued
178
Accounting for exceptional items
Exceptional items by their nature and size can make
interpretation of the underlying trends in the business
more difficult. Judgement is used in assessing the
particular items which by virtue of their scale and
nature should be disclosed as exceptional items.
Circumstances that the Group believe would give
rise to exceptional items for separate disclosure
are outlined in the exceptional accounting policy on
page 172. Current year exceptional costs amounted to
€3,779k (2022: €835k).
(b)
Key sources of estimation uncertainty:
The key assumptions concerning the future, and other
key sources of estimation uncertainty at the reporting
period that may have a significant risk of causing a
material adjustment to the carrying amounts of assets
and liabilities within the next financial year are
discussed below.
Deferred tax asset recognition and recoverability
of deferred tax assets
Deferred tax assets are recognised to the extent that
it is probable that taxable profits will be available in
future periods. Current year recognition of deferred
tax assets is reliant upon the Board approved 2024
budget and four-year outlook which covers a period
to 31 December 2028 which outlines the Directors
expectations on future profitability of the business.
These forecasts are consistent with those prepared and
used internally for business planning and impairment
purposes. Whilst the forecasts include inherent
estimation uncertainty, the Group have determined
that there would be sufficient taxable income generated
to realise the benefit of the deferred tax assets.
During 2023 an additional deferred tax asset of €6,356k
was recognised (2022: €822k). At 31 December 2023
the carrying value of deferred tax assets amounted to
€15,530k (2022: €9,174k).
The Group does not have any binding fixed term
contracts in place which guarantee profitability, but
prior to the impact of COVID-19 on the Group the
Group generated a profit after tax each trading year
since its IPO in 2015. In 2023 the Group returned to
an operating profit of €4,984k (2022: operating loss
of €13,611k) as it recovered from the impact that
COVID-19 had on the Group. The Group has forecasted
a growing profit in each year 2024 to 2028, driven by
growth in bookings and revenue, a declining marketing
cost as a % of revenue, cost discipline and reduced
interest charges following a refinance of its debt in
May 2023. Details of the business operations expected
to derive future profits are set out in the Strategic Report
on pages 14 to 83.
The Board approved budget for 2023 set out a loss
before tax of €6,361k for 2023 compared to an actual
loss before tax of €1,070k as set out in the Income
Statement. Improved performance was driven by
record revenue in 2023 with accelerated recovery in
our Asia market and the success of our social strategy
which resulted in a higher volume of bookings from
low cost channels.
As part of our recoverability analysis, the Group has
performed a sensitivity analysis on taxable profits
growth over the next five years. The Group’s forecasted
taxable profits would have to decline by over 25%
over the next five years before there is a risk that the
deferred tax asset is not fully recovered in that period.
Carrying value of goodwill and intangible assets
The Directors assess annually whether goodwill has
suffered any impairment, in accordance with the
relevant accounting policy, and intangible assets are
assessed for possible impairment where indicators
of impairment exist. The recoverable amount of our
cash-generating unit (“CGU”) is determined based on
the higher of fair value less costs of disposal or value
in use calculations. The carrying amount of goodwill at
31 December 2023 amounted to €17,848k (2022:
€17,848k) and the carrying amount of domain names
amounted to €40,854k (2022: €48,668k). Based on
work performed and the headroom identified in the
model no impairment was deemed necessary in 2023.
Management estimation is required in forecasting future
cash flows of the cash-generating unit including the
budgeting of future cash flows, the discount rates
applied to these cashflows, the expected long-term
growth rate of the business and terminal values. The
area of estimation of most risk relates to the certainty
of delivering the growth rates forecasted.
Further details on the assumptions used, the impact
of climate change and sensitivity analysis are set out
in note 10.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
179
3. Revenue and segmental analysis
The Group is managed as a single business unit which provides software and data processing services that facilitate
hostel, hotel and other accommodation worldwide, including ancillary on-line advertising revenue.
The Directors determine, and present operating segments based on the information that is provided internally to the
Chief Executive Officer, who is the Company’s Chief Operating Decision Maker (“CODM”). When making resource
allocation decisions, the CODM evaluates booking numbers and average booking value. The objective in making
resource allocation decisions is to maximise consolidated financial results.
The CODM assesses the performance of the business based on the consolidated adjusted profit after tax of the
Group throughout the year. This measure excludes the effects of certain income and expense items, which are
unusual by virtue of their size and incidence, in the context of the Group’s ongoing core operations, such as the
impairment of intangible assets and one-off items of expenditure.
All revenue is derived wholly from external customers and is generated from a large number of customers, none of
whom is individually significant.
The Group’s major revenue-generating asset class comprises of its software and data processing services and is
directly attributable to its reportable segment operations. In addition, as the Group is managed as a single business
unit, all other assets and liabilities have been allocated to the Group’s single reportable segment. There have been
no changes to the basis of segmentation or the measurement basis for the segment profit or loss.
Revenue split by country, is dependent on the location of the hostel or property. No single country, year on year,
contributes 10% or more of total revenue. Our top five countries year on year account for 36% of overall revenue
(2022: 38%) relating to USA, Australia, and key European destinations. Revenue split by continent is presented
as follows:
   
 
2023
2022
 
€’000
€’000
Europe
56,400
45,936
Americas
17,311
15,719
Asia, Africa and Oceania
19,553
8,035
Total revenue
93,264
69,690
Revenue arising within Ireland, the country of domicile, amounted to €1,780k (2022: €1,795k).
Disaggregation of revenue is presented as follows:
   
 
2023
2022
 
€’000
€’000
Technology and data processing fees
92,079
69,363
Advertising revenue and ancillary services
1,185
327
Total revenue
93,264
69,690
In the year ended 31 December 2023, the Group generated 99% (2022: 100%) of its revenues from the technology
and data processing fees that it charged to accommodation providers.
As at 31 December 2023, €3,438k of revenue relating to free cancellation bookings has been deferred (2022: €3,005k).
3. Revenue & segmental analysis
continued
Financial Statements
|
Hostelworld Annual Report 2023
Notes to the Consolidated Financial Statements
continued
180
Revenue is recognised at the time the reservation is made in respect of non-refundable commission on the basis that
the Group has met its performance obligations at the time the booking is made. In respect of the free cancellation
product, which offers the traveller the opportunity to make a booking on a free cancellation basis and to receive a
refund of their deposit in certain circumstances, such related revenue is not recognised until the last cancellation
date has passed as one party can withdraw from the contract until such a date has passed. Deferred revenue is
expected to be recognised within twelve months of initial recognition.
Advertising revenue and revenue generated from other services are recognised over the period when the service
is performed.
The Group’s non-current assets are located in Ireland, Australia, Portugal, China, and the United Kingdom. Non-current
assets are disaggregated as follows:
  
2023
2022
 
Notes
€’000
€’000
Total non-current assets
 
84,748
84,997
Analysed as:
     
Ireland
 
83,552
83,825
Australia
 
1,117
980
United Kingdom
 
21
20
Portugal
 
49
156
China
 
9
16
4. Operating expenses excluding impairment
Profit for the year has been arrived at after charging/(crediting) the following operating costs:
   
2023
2022
 
Notes
€’000
€’000
Marketing expenses
 
47,557
42,233
Staff costs
 
19,743
17,906
(1)
Credit card processing fees
 
2,672
2,047
Loss on disposal of plant, property and equipment
 
1
Net profit on disposal of leases
14
(3)
(1)
Exceptional items
5
253
835
FX loss
 
156
714
Other administrative costs
 
6,279
7,781
(1)
Total administrative expenses
 
76,657
71,516
Depreciation of tangible fixed assets
11
963
968
Amortisation of intangible fixed assets
10
10,811
10,629
Total operating expenses excluding impairment
 
88,431
83,113
(1)
An amount €172k which is comprised of €233k of staff costs less €61k of capitalised development labour has been re-presented in the prior year between
staff costs and other administrative costs relating to third party contractors engaged by the Group for a fairer presentation of the staff costs incurred by
the Group.
Other administrative costs are net of external contractor costs capitalised of €829k (2022: €705k).
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
181
Included within marketing expenses are paid marketing costs of €46,881k (2022: €41,393k). Remainder of marketing
expenses relate to brand marketing costs. Other administration costs include rent and rates, legal and professional,
training and recruitment, website maintenance and security and data analytics.
Included within operating expenses is a total credit of €240k (2022: €184k) in relation to a research and development
(“R&D”) tax credit claimed in respect of projects completed in 2022 and 2021. Included in staff costs are government
grant amounts totalling €nil (2022: €376k) for a subsidy received under the Employment Wage Subsidy Scheme
in Ireland.
Auditor’s remuneration
KPMG were appointed as statutory auditors on 09 May 2023. 2023 services and fees are set out below for services
obtained from its auditor KPMG. Included in 2023 numbers is €7k relating to Deloitte Ireland LLP for final services
performed in respect to the 2022 financial year. 2022 comparatives relate entirely to Deloitte Ireland LLP.
 
2023
2022
 
€’000
€’000
Fees payable for the statutory audit of the Company
   
and consolidated financial statements
60
48
Fees payable for other services:
   
– statutory audit of subsidiary undertakings
160
120
– tax advisory services
– audit related assurance services
7
34
– corporate finance services
– other non-audit services
13
Total
227
215
5. Exceptional items
 
2023
2022
 
€’000
€’000
Litigation settlements
519
Restructuring costs
3,779
316
Total
3,779
835
Included in exceptional items are operating costs of €253k (2022: €835k) and finance costs of €3,526k (2022: €nil).
In the current year, exceptional items primarily relate to costs incurred on refinancing of the HPS facility totalling
€3.6m, broken down as €0.7m of early repayment penalty interest, €0.1m of transaction costs relating to exiting
the old facility and €2.8m accelerated interest costs which relate to transaction costs capitalised on drawdown of
HPS facility in February 2021, which were expected to be amortised over a 5-year period to 2026, but unwound in
full on refinancing.
Prior year exceptional items related to a final settlement amount paid to the founder of Counter App Limited, in respect
of their shareholders agreement and other contractual relationships with the group and associated legal costs.
Financial Statements
|
Hostelworld Annual Report 2023
Notes to the Consolidated Financial Statements
continued
182
6. Staff costs
The average monthly number of people employed (including Executive Directors) was as follows:
 
2023
2022
Average number of persons employed:
   
Administration and sales
123
130
Development and information technology
108
109
Total
231
239
The aggregate remuneration costs of these employees is analysed as follows:
   
2023
2022
 
Notes
€’000
€’000
Staff costs comprise:
     
Wages and salaries
 
17,880
14,405
(1)
Termination benefits – exceptional items
 
218
Social security costs
 
2,115
1,987
Pensions costs
 
462
432
Other benefits
 
538
687
Share option charge
23
1,682
2,396
   
22,677
20,125
Capitalised development labour
10
(2,934)
(2,001)
(1)
Total
 
19,743
18,124
(1)
An amount €172k which is comprised of €233k of staff costs less €61k of capitalised development labour has been re-presented in the prior year between
staff costs and other administrative costs relating to third party contractors engaged by the Group for a fairer presentation of the staff costs incurred by
the Group.
Capitalised development labour includes €2,934k (2022: €2,001k) of employee costs capitalised. Increase year on
year relates to the nature of projects completed in 2023, with 2022 work including non capitalisable work such as
migrating to the cloud and social experiments.
Prior year termination benefits above are also disclosed within note 5 exceptional items and relate to termination
payments made as part of a group restructure.
7. Finance costs
   
2023
2022
 
Notes
€’000
€’000
Interest on lease liabilities
14
39
31
Finance costs – HPS facility
21
1,641
4,243
Finance costs – AIB facility
21
701
Finance costs – exceptional
5
3,526
Finance costs – warehoused debt and other
 
200
27
Total
 
6,107
4,301
Included in ‘finance costs – warehoused debt and other’ is €190k recognised during 2023 (2022: €nil) on the balance
of warehoused payroll tax liabilities. Further detail is included in note 19. On 05 February 2024 the Irish Revenue
Commissioners announced that the applicable rate of interest on these will reduce to 0%, with any amounts already
paid being refunded or accrued being written off.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
183
8. Taxation
   
   
2023
2022
 
Notes
€’000
€’000
Corporation tax:
     
Current year charge
 
130
183
Adjustments in respect of prior years
 
20
(10)
Total
 
150
173
Origination and reversal of temporary differences
12
(6,356)
(822)
Total tax credit for the year
 
(6,206)
(649)
Corporation tax is calculated at 12.5% (2022: 12.5%) of the estimated taxable profit for the year. The Irish 12.5%
corporation tax rate has been used as this is the rate at which most of the Group’s profits will be taxed. Taxation for
other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. The corporation tax charge
relates primarily to international operations where tax losses from our Irish operations cannot be utilised. The charge
for the year can be reconciled to the consolidated income statement as follows:
   
 
2023
2022
 
€’000
€’000
Loss before tax on continuing operations
(1,070)
(17,912)
Tax at the Irish corporation tax rate of 12.5% (2022: 12.5%)
(134)
(2,239)
Effects of:
   
Tax effect of expenses that are not deductible in determining taxable profit
1,169
867
Tax effect of losses not utilised
480
Tax effect of losses utilised
(421)
(34)
Tax effect of income taxed at different rates
87
201
Depreciation and amortisation (less)/greater than capital allowances
(654)
752
Effect of different tax rates of subsidiaries operating in other jurisdictions
83
156
Net recognition of deferred tax asset (note 12)
(6,356)
(822)
Adjustments in respect of prior years
20
(10)
Total
(6,206)
(649)
Tax effect of expenses that are not deductible in determining taxable profit include finance costs and share-based
payment expense. Depreciation and amortisation (less)/greater than capital allowances driven by current year usage
of capital allowances due to the increased profitability in the Group.
Financial Statements
|
Hostelworld Annual Report 2023
Notes to the Consolidated Financial Statements
continued
184
9. Earnings/(loss) per share
Basic earnings/(loss) per share is computed by dividing the profit/(loss) for the year after tax available to ordinary
shareholders by the weighted average number of ordinary shares outstanding during the year.
 
2023
2022
Weighted average number of shares in issue (‘000s)
121,990
117,338
Profit(loss) for the year (€’000s)
5,136
(17,263)
Basic earnings/(loss) per share (euro cent)
4.21
(14.71)
Diluted earnings/(loss) per share is computed by adjusting the weighted average number of ordinary shares in issue
to assume conversion of all potential dilutive ordinary shares. Share options and share awards (note 23) are the
Company’s only potential dilutive ordinary shares. In the prior year ordinary shares potentially issuable from share-
based payment arrangements are anti-dilutive due to the loss in the financial period meaning there is no difference
between basic and diluted earnings per share.
 
2023
2022
Weighted average number of ordinary shares in issue (‘000s)
121,990
117,338
Effect of dilutive potential ordinary shares:
   
Share options (‘000s)
4,366
Weighted average number of ordinary shares for the purpose
   
of diluted earnings per share (‘000s)
126,356
117,338
Diluted earnings/(loss) per share (euro cent)
4.07
(14.71)
10. Intangible assets
The table below shows the movements in intangible assets for the year:
         
Capitalised
 
   
Domain
 
Affiliates
development
 
 
Goodwill
names
Technology
contracts
costs
Total
 
€’000
€’000
€’000
€’000
€’000
€’000
Cost
           
Balance at 01 January 2022
47,274
214,708
14,048
5,500
22,418
303,948
Additions
71
15
4,511
4,597
Balance at 31 December 2022
47,274
214,779
14,063
5,500
26,929
308,545
Additions
33
3,953
3,986
Balance at 31 December 2023
47,274
214,779
14,096
5,500
30,882
312,531
Accumulated amortisation
           
and impairment
           
Balance at 01 January 2022
(29,426)
(158,298)
(13,989)
(5,500)
(17,345)
(224,558)
Charge for year
(7,813)
(32)
(2,784)
(10,629)
Balance at 31 December 2022
(29,426)
(166,111)
(14,021)
(5,500)
(20,129)
(235,187)
Charge for year
(7,814)
(31)
(2,966)
(10,811)
Balance at 31 December 2023
(29,426)
(173,925)
(14,052)
(5,500)
(23,095)
(245,998)
Carrying amount
           
At 31 December 2022
17,848
48,668
42
6,800
73,358
At 31 December 2023
17,848
40,854
44
7,787
66,533
Capitalised development cost additions during the year comprised of internal staff costs of €2,934k (2022: €2,001k)
and other internally generated additions of €1,019k (2022: €2,510k). Development costs have been capitalised in
accordance with IAS 38 Intangible Assets and are therefore not treated, for dividend purposes, as a realised loss.
Hostelworld continue to utilise affiliate contracts to generate revenue and continue to pay affiliate partner commissions.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
185
Impairment review:
The carrying value of the capitalised development costs balance at 31 December 2023 is €7,787k (2022: €6,800k).
The useful life of development costs is dependent on the nature of the project capitalised and varies from 2-5 years.
An impairment review is performed annually to ensure that the economic benefit expected to be derived from the
capitalised development cost project has occurred. No impairments were recognised in 2023 or 2022.
The carrying value of the goodwill balance at 31 December 2023 is €17,848k (2022: €17,848k) and relates to an
investment in Hostelworld.com Limited by the Group in 2009. Goodwill, which has an indefinite useful life, is subject
to annual impairment testing, or more frequent testing if there are indicators of impairment. Following impairment
testing based on the assumptions below, no impairment was recognised for goodwill in the current or prior year.
The carrying value of the Group’s domain names and certain technology assets, referred to henceforth as ‘intellectual
property’ at 31 December 2023 is €40,854k (2022: €48,668k). Following impairment testing based on the assumptions
below, no impairment was recognised for the Group’s intellectual property in the current or prior year.
Cash generating units:
In 2023 the Group have reassessed our cash generating units (“CGUs”) to which goodwill and intellectual property have
been allocated. This review has resulted in a change in our CGUs where previously identified CGUs relating to goodwill
and intellectual property (“IP”) are consolidated and impairment assessments are now performed over this single CGU.
A previous CGU which related to the back-end property management system and technology used by hostels has
been consolidated with our CGU comprising of IP, trademarks, and Hostelworld domains and apps. This singular CGU
view has developed over time as Hostelworld has become the Group’s main trading brand where future investment
and marketing will be concentrated. Investments made in respect of our social network, a key element of our strategy
moving forward, have further promoted the Hostelworld brand. Secondly, work underway on modernising our IT
platforms and infrastructure has amended how we review our technology stack, and our strategy for the technology
stack. This review mirrors how management now monitor operations.
The recoverable amount of the goodwill and intellectual property allocated to the singular CGU is determined based
on a value in use computation. The key assumptions for calculating value in use of the CGUs are discount rates,
growth rates and cash flows as described below. All three assumptions are based on the Group’s budgeting and
forecasting process which we describe in detail.
Current year discount rate applied:
 
2023
2022
Pre-tax discount rate
17.52%
n/a
Post-tax discount rate
13.70%
n/a
Prior year discount rate applied:
 
2023
2022
Pre-tax discount rate: Goodwill CGU 1
n/a
16.89%
Pre-tax discount rate: Intellectual Property CGU 2
n/a
17.85%
Post-tax discount rate: Goodwill CGU 1
n/a
13.90%
Post-tax discount rate: Intellectual Property CGU 2
n/a
13.90%
The discount rates are based on the Group’s weighted average cost of capital (“WACC”), calculated using the Capital
Asset Pricing Model adjusted for the Group’s specific beta coefficient together with a company size premium.
As using the Group’s WACC to derive a discount rate, post-tax discount rates have been applied to post-tax cash
flows. The Irish corporation tax rate of 12.5% has been used in deriving post-tax cash flows as most Group profits
will be taxed at this rate. The impact of using a post-tax discount rate over a pre-tax discount rate has been
assessed and gives rise to no material difference.
10. Intangible assets
continued
Financial Statements
|
Hostelworld Annual Report 2023
Notes to the Consolidated Financial Statements
continued
186
Discount rates have decreased year on year primarily driven by a decrease in equity market risk premium.
Cash flows:
The cash flow projections are based on a Board approved 2024 budget and four-year outlook described previously
and is consistent with the forecasts used for the Group’s review of deferred tax recoverability, going concern and
viability assessments. In preparing the Board approved 2024 budget and four-year outlook, management have
based projections on historical performance, together with management’s expectation of future trends, primarily the
social strategy. Management have also considered the Group’s history of earnings and core strategic initiatives
including improving the competitiveness of our core OTA business and platform modernisation.
Within cash flows, management have also considered capital expenditure requirements to maintain the CGU’s
performance and profitability. Working capital requirements are forecast to move in line with activity.
Group budgeting and forecasting assumptions used within cashflows:
The Board approved 2024 budget and four-year outlook have been prepared by preparing a detailed revenue and
marketing outlook for 2024, and building growth projections for each subsequent year. Revenue and marketing cost
projections have been developed by triangulating three different models, where each model output has helped to
validate the others.
1.
Regional level forecasting which allows us to forecast specific bed prices, booking models, geographic mix and
seasonality effectively in our modelling;
2.
Channel mix between free and paid customers where assumptions are made based on volume of new customer
acquisitions, cost of customer acquisitions and anticipated bookings based on marketing spend. Budget 2024
includes a modest reduction in our largest operating expense marketing costs obtained through marketing
efficiency and advancement of our social strategy where we do not incur marketing spend for customers who
have already downloaded our app; and
3.
Modelling new and returning customers by using statistical models built using over 15 years of customer data.
This rich customer cohort data set enables us to model recurring revenue streams, with a high degree of
predictability. We layer in additional knowledge on new customer acquisition costs and expected economics
between free, who have already downloaded our app, and paid customers.
Forecasting at this regional and channel level also allows us to adjust for bed price inflation and cost of living pressures.
These risks are somewhat mitigated as our target 18-34
-year-old population typically have the means and the
flexibility to travel, tending to view it as a ‘rite of passage’ rather than purely discretionary spend. Hostels are a
cost-effective means to travel, and our strategy focuses on customers connecting on a free platform that we
provide. Hostelworld’s business activities, together with the main factors likely to affect its future development
and performance, are described in the Strategic Report on pages 14 to 83.
Climate-related risks can impact our business as a customer may not want to travel, a hostel may be forced to close,
or an area is not accessible. The budgeting process has incorporated all operating costs relating to our sustainability
roadmap, as well as the cost of future emission reductions and investments in climate action projects. Following an
assessment completed by the Group, the budget does not contain any other liabilities, provisions or contingent
liabilities relating to climate change. While budgeted bookings and revenue do not contain any specific climate-
related adjustments, any impacts of climate change from 2023 would be captured as revenue is built on a country
and seasonal level based on the prior year.
Growth rates:
Growth rates are assessed based on the Board approved 2024 budget and four-year outlook. Growth rates included
in the 2024 budget and four-year outlook ranged from 12% to 9% (2022: 26% to 8%). A terminal value of 2%
(2022: 2%) growth into perpetuity was used to extrapolate cash flows beyond the 2024 budget and four-year outlook.
This growth rate does not exceed the long-term average growth rate for the industry in which the Group operates.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
187
Sensitivity analysis:
The key assumptions underlying the impairment review are set out above. Sensitivity analysis has been conducted
using the following sensitivity assumptions: a 5% increase in the discount rate; 10% decline in revenue in each year
of the Board approved 2024 budget and four-year outlook and nil terminal value growth. Under each scenario no
impairment was identified.
Sensitivity analysis has been completed on key assumptions in isolation and in combination, and the headroom
included is significant. The key assumptions are discount factor, long-term growth rates and growth rates for each
of the Board approved 2024 budget and four-year outlook.
From our sensitivity analysis we identified that the post-tax discount rate would need to increase by 28.2% to result
in impairment. Management consider this scenario to be very unlikely.
11. Property, plant and equipment
The table below shows the movements in property, plant and equipment for the year:
 
Right-of-use
Leasehold
     
 
assets (leasehold
property
Fixtures &
Computer
 
 
property)
improvements
equipment
equipment
Total
 
€’000
€’000
€’000
€’000
€’000
Cost
         
Balance at 01 January 2022
454
532
184
252
1,422
Additions
1,396
196
1,592
Disposals
(573)
(26)
(3)
(602)
Balance at 31 December 2022
1,277
532
158
445
2,412
Additions
1,228
101
1,329
Disposals
(1,096)
(532)
(158)
(139)
(1,925)
Balance at 31 December 2023
1,409
407
1,816
Accumulated depreciation
         
Balance at 01 January 2022
(378)
(467)
(151)
(133)
(1,129)
Charge for year
(791)
(62)
(20)
(95)
(968)
Disposals
390
26
2
418
Foreign exchange
2
2
Balance at 31 December 2022
(777)
(529)
(145)
(226)
(1,677)
Charge for year
(852)
(3)
(13)
(95)
(963)
Disposals
813
532
158
139
1,642
Foreign exchange
         
Balance at 31 December 2023
(816)
(182)
(998)
Carrying amount
         
At 31 December 2022
500
3
13
219
735
At 31 December 2023
593
225
818
Right-of-use assets relate to the Group’s lease commitments for office space in Ireland, Portugal, Australia and China.
2022 comparatives include United Kingdom. Further detail is included in note 14. The average remaining lease term
of leases entered at 31 December 2023 is less than 1 year (2022: less than one year). The maturity analysis of lease
liabilities is presented in note 14.
Financial Statements
|
Hostelworld Annual Report 2023
Notes to the Consolidated Financial Statements
continued
188
12. Deferred taxation
The following are the major deferred taxation assets recognised by the Group and movements thereon during the
current and prior reporting year. Deferred tax assets primarily relating to temporary differences between the carrying
value of intangible assets and their tax base. The Group also has a deferred tax liability of €58k (2022: €50k) relating
to lease commitments in place.
   
   
Property, plant
Losses and
 
 
Intangible assets
and equipment
interest relief
Total
At 01 January 2022
8,225
127
8,352
Credit/(charge) to income statement
835
(13)
822
At 01 January 2023
9,060
114
9,174
Credit/(charge) to income statement
995
(69)
5,430
6,356
At 31 December 2023
10,055
45
5,430
15,530
In 2023 the Group recognised a deferred tax asset relating to COVID-19 Trading losses and interest relief which can
be carried forward. There is no expiry on these assets. A deferred tax asset has been recognised on the basis that
the realisation of the related tax benefit through future taxable profits is probable. In determining the recognition of
deferred tax assets arising from the carry forward of unused tax losses and capital allowances, the Group considered
the following:
The Group considered the location of the taxable entities. In the Group all tax losses, interest tax relief and intangible
assets arose from Hostelworld.com Limited, the main trading entity, which is located in Ireland. Please see further
details in note 25 which includes a full list of subsidiaries.
The Group has considered the Board approved 2024 budget and four-year outlook, and a long-term growth rate
of 2% thereafter, that is consistent with the forecasts used for the Group’s review of impairment, going concern
and viability assessments. For details of the assumptions used and sensitivity analysis performed for the forecasts,
see note 10. Whilst the forecasts include inherent estimation uncertainty, the Group determined that there would
be sufficient taxable income generated to realise the benefit of the deferred tax assets and no reasonably possible
change to key assumptions would result in a material reduction in forecast headroom of tax profits. On this basis,
the Group concluded that there is not a significant risk of a material adjustment to the carrying amount of the
deferred tax asset.
Based on the budgeted information, the Group made a significant judgement on the timing of utilising the unused
tax losses, as detailed in note 2 key sources of estimation uncertainty.
The Group does not have any unrecognised deferred tax asset.
The total tax charge in future periods will be affected by any changes to the applicable tax rates in force in jurisdictions
in which the Group operates and other relevant changes in tax legislation.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
189
13. Investment in associate
   
 
2023
2022
 
€’000
€’000
Opening balance
980
1,186
Share of results of associate
137
(206)
Capital reduction
Closing balance
1,117
980
The Group holds an investment in Goki Pty Limited, an Australian resident company. Goki Pty Limited’s principal
activity is software development and its principal place of business is Australia. The investment in an associate is
accounted for using the equity method.
When the initial investment was made the Group had significant influence but not control over the entity, due to the
nature of its voting rights. The Group controlled 49% of the voting rights and was entitled to appoint 50% or more
of the total number of Directors to the Board.
On 07 July 2021 the directors of Goki Pty Limited approved a reduction in the investment held by Hostelworld.com
Limited in the company. The shareholding was reduced from 49% to 31.5% through means of a capital reduction.
Hostelworld.com Limited retains one Board seat, out of four, and continues to exert significant influence over the
company. Hostelworld.com Limited will continue to account for Goki Pty Limited as an associate.
The original purchase consideration for the investment in Goki Pty Limited was USD $3,000k. Following the
completion of the reduction in investment total purchase consideration reduced to USD $1,890k. Final payment
of €345k deferred consideration was made in 2021.
An impairment review has been performed by management with no impairment identified.
Summarised financial information in respect of Goki Pty Limited is set out below. This represents the amounts in
Goki Pty Limited’s financial statements prepared in accordance with IFRS.
Statement of financial position of Goki Pty Limited as at 31 December 2023:
   
 
2023
2022
 
€’000
€’000
Non-current assets
18
8
Current assets
1,177
825
Current liabilities
(1,121)
(1,197)
Equity attributable to owners of the company
74
(364)
Income statement of Goki Pty Limited for the year ended 31 December 2023:
   
 
2023
2022
 
€’000
€’000
Revenue
2,000
942
Profit/(loss) after tax
436
(654)
Other comprehensive income attributable to the owners of the company
Total comprehensive profit/(loss)
436
(654)
Group share of results of associate
137
(206)
13. Investment in associate
continued
Financial Statements
|
Hostelworld Annual Report 2023
Notes to the Consolidated Financial Statements
continued
190
Reconciliation of the above summarised financial information to the carrying amount of the Group’s interest in Goki
Pty Limited recognised in the consolidated financial statements:
   
 
2023
2022
 
€’000
€’000
Net assets/(liabilities) of Goki Pty Limited
74
(364)
Proportion of the Group’s ownership interest in the associate
31.5%
31.5%
Group share of net assets
23
(114)
Goodwill and transaction costs
1,930
1,930
Other adjustments
(836)
(836)
Carrying amount of the Group’s interest in associate
1,117
980
Other adjustments relate to the elimination of the Group’s 31.5% (2022: 31.5%) equity investment within the net
assets of Goki Pty Limited and amounts to 31.5% (2022: 31.5%) of the share capital of Goki Pty Limited.
Convertible loan note
On 31 May 2022 Goki Pty Limited entered into a USD $1m convertible note subscription deed with an Australian
special purpose vehicle (‘SPV’). It is unsecured, has a 2-year maturity date, and does not bear interest. It is convertible
to 10% of the ordinary shareholding of Goki Pty Limited any time until its maturity, at the discretion of either party.
If the noteholder coverts to ordinary share of Goki Pty Limited, it would result in the Group’s shareholding reducing
to 28.6%.
14. Lease liabilities
Lease liabilities relate to the Group’s lease commitments for office space in Ireland, Portugal, Australia and China.
2022 comparatives included United Kingdom.
The movement in the Group’s right-of-use assets during the period is set out in note 11. The movement in the
Group’s lease liabilities during the period is as follows:
   
 
2023
2022
 
€’000
€’000
Opening lease liability
547
86
Additions
1,228
1,215
Remeasurement
(46)
Modification
227
Disposals
(286)
(183)
Payments
(909)
(751)
Lease interest expense
39
31
Payment of lease interest expense
(39)
(31)
Foreign exchange differences on lease payments
(1)
Closing lease liability
580
547
Total lease payments included in the cash flow amount to €909k (2022: €751k) relating to lease payments and
related foreign exchange differences on lease payments. There is a clear payment schedule associated with our
lease liabilities and based on our cash flow forecasts the Group does not face any significant liquidity risk with
regards to its lease liabilities.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
191
The maturity analysis of these lease liabilities is as follows:
   
 
2023
2022
 
€’000
€’000
Maturity analysis
   
Within one year
561
558
Between one and five years
36
Over 5 years
Less unearned interest
(17)
(11)
Total
580
547
These liabilities are classified in the consolidated statement of financial position as:
   
 
2023
2022
 
€’000
€’000
Non-current lease liabilities
35
Current lease liabilities
545
547
Total
580
547
The Group has used the following practical expedients permitted by the standard on transition and at each reporting
date – the use of a single discount rate to a portfolio of leases with reasonably similar characteristics, the accounting
for operating leases with a remaining lease term of less than 12 months as at 01 January 2020 as short-term
leases and the use of hindsight in determining the lease term where the contract contains options to extend or
terminate the lease. The Group has elected not to reassess whether a contract is or contains a lease at the date
of initial application. Instead, for contracts entered into before the transition date the Group relied on its
assessment made applying IAS 17 and IFRIC 4 ‘Determining whether an Arrangement contains a Lease’
.
Amounts recognised in consolidated Income Statement:
   
 
2023
2022
 
€’000
€’000
Net profit on disposal of leases
(3)
(1)
Depreciation expense on right-of-use assets
852
791
Interest expense on lease liabilities
39
31
Expense relating to short-term leases
23
321
Total
911
1,142
At 31 December 2023, the Group is not committed to any short-term leases (2022: €nil). Locations where the Group
does not have lease commitments as referenced above have monthly rolling passes for workspaces. Total cash
outflow for short term amounted to €27k during 2023 (2022: €134k) and are included within operating cashflows.
Financial Statements
|
Hostelworld Annual Report 2023
Notes to the Consolidated Financial Statements
continued
192
15. Trade and other receivables
 
2023
2022
 
€’000
€’000
Amounts falling due within one year
   
Trade receivables
777
611
Prepayments and other receivables
1,172
1,265
Value added tax
1,326
1,370
Total
3,275
3,246
Due to their short-term nature, the carrying value of trade and other receivables is deemed to be their fair value.
Trade receivables are non-interest bearing and trade receivable days are 3 days (2022: 3 days).
Trade receivables primarily relates to VAT to be recovered from Irish hostels and amounts due from the Group’s
payment processing agents, which are due for maturity within 5 days. The Group always recognises lifetime expected
credit losses (“ECLs”) for trade receivables estimated using a provision matrix based on the Group’s historical credit
loss experience including an assessment of the volume of debt recovered from aged COVID-19 volumes, adjusted
for factors that are specific to the debtors, general economic conditions and an assessment of both the current as
well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.
Value added tax balance is an amount recoverable from the Irish Revenue Commissioners.
Movement in the expected credit loss for trade receivables is as follows:
 
2023
2022
 
€’000
€’000
At the beginning of the year
47
65
Decrease in loss allowance recognised during the year
(14)
(18)
At the end of the year
33
47
The net movement in the expected credit loss has been disclosed in the consolidated income statement.
16. Cash and cash equivalents
 
2023
2022
 
€’000
€’000
Non-current assets
   
Cash and cash equivalents
750
750
Total
750
750
Non-current asset amount of €750k, relates to a rental guarantee in place which has been classified in non-current assets
as the guarantee is in place for a period of longer than 12 months after the balance sheet date. As the amount is held in
a bank account which can be accessed by the Group the amount has been disclosed as a cash and cash equivalent.
 
2023
2022
 
€’000
€’000
Current assets
   
Cash and cash equivalents
6,714
18,212
Total
6,714
18,212
Balance of cash and cash equivalents comprise cash and short-term bank deposits only.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
193
17. Share capital
   
 
No of shares
Ordinary
Share
 
 
of €0.01 each
shares
premium
Total
 
(thousands)
€’000
€’000
€’000
At 31 December 2022
117,511
1,175
14,328
15,503
Share issue – Restricted share award 20 February 2023
1,028
10
10
Warrants issue to HPS, 29 March 2023
3,315
33
33
Share issue – LTIP, 16 May 2023
1,646
17
17
Share issue – SAYE
139
1
97
98
At 31 December 2023
123,639
1,236
14,425
15,661
The Group has one class of ordinary shares which carries no right to fixed income. The share capital of the Group
is represented by the share capital of the parent company, Hostelworld Group plc. All the Company’s shares are
allotted, called up, fully paid and quoted on the London Stock Exchange and Euronext Dublin.
As part of legacy debt facility drawn down during COVID-19 on 19 February 2021, the Group agreed to issue warrants
of 3,315,153 ordinary shares of €0.01 each in the capital of Hostelworld (equivalent to 2.85% of Hostelworld’s issued
share capital at the time of warrants issue). On 29 March 2023 HPS exercised their warrants and 3,315,153 shares
were issued.
On 20 February 2023, the Company issued 1,027,655 shares to satisfy restricted share awards granted by the
Company at a value €0.01 per share.
On 16 May 2023 the Company issued 1,645,994 shares to satisfy long-term incentive plan awards in relation to
LTIP 2020 at a value €0.01 per share.
A number of shares were issued at €0.01 per share regarding the 2020 SAYE scheme. On 09 October 2023, the
Company issued 122,665 shares, on 20 October 2023 the Company issued 7,867 shares and on 04 December 2023
the Company issued a further 7,868 shares.
Financial Statements
|
Hostelworld Annual Report 2023
Notes to the Consolidated Financial Statements
continued
194
18. Other reserves
The analysis of movement in reserves is shown in the statement of changes in equity.
Reconciliation and movement of amounts included in other reserves are set out below:
   
 
Foreign currency
Share-based
   
 
translation
payment
Warrant
Total other
 
reserve (a)
reserve (b)
reserve (c)
reserves
 
€’000
€’000
€’000
€’000
Balance at 01 January 2022
40
3,362
3,073
6,475
Exchange differences on translation of
       
foreign operations
(11)
(11)
Transfer of exercised and expired share-
       
based awards
(2,431)
(2,431)
Credit to equity for equity settled
       
share-based payments
2,399
2,399
Balance at 31 December 2022
29
3,330
3,073
6,432
Exchange differences on translation
       
of foreign operations
(24)
(24)
Transfer of exercised and
       
expired share-based awards
(2,082)
(2,082)
Transfer on exercise, vesting or
       
expiry of warrants
(3,073)
(3,073)
Credit to equity for equity settled
       
share-based payments
1,665
1,665
Balance at 31 December 2023
5
2,913
2,918
a) Foreign currency translation reserve
The foreign currency reserve reflects the foreign exchange gains and losses arising from the translation of the Group’s
net investment in foreign operations.
b) Share-based payment reserve
The share-based payment reserve reflects the equity settled share-based payment plans in operation by the Group
(note 23).
c) Warrant reserve
The warrant reserve related to the warrants exercisable with HPS Investment Partners LLC (or subsidiaries or affiliates
thereof). On 29 March 2023 3,315,153 shares were issued to HPS on issuance of warrants.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
195
19. Warehoused payroll taxes
 
2023
2022
 
€’000
€’000
Non-current liabilities
   
Warehouse payroll taxes
6,425
9,438
Total
6,425
9,438
 
2023
2022
 
€’000
€’000
Current liabilities
   
Warehouse payroll taxes
3,204
Total
3,204
Total warehoused payroll taxes
9,629
9,438
The Group has availed of the Irish Revenue tax warehousing scheme and deferred payment on all Irish employer
taxes arising during the period from February 2021 to March 2022.
Total warehoused liability as at 31 December 2023 was €9,629k (2022: €9,438k), including an interest charge incurred
of 3% on the outstanding warehoused liability debt since 01 May 2023. On 05 February 2024 the Irish Revenue
Commissioners announced that the applicable rate of interest on these will reduce to 0%, with any amounts already
paid being refunded or accrued being written off.
The Group has agreed initial repayment terms with the Irish Revenue Commissioners of a 15% downpayment in May
2024, followed by regular monthly repayments thereafter over a 3-year period which is reflected in the classification
of the liability between current and non-current. The Group continues to monitor and comply with the appropriate
Revenue guidelines applicable to this scheme.
20. Trade and other payables
 
2023
2022
 
€’000
€’000
Current liabilities
   
Trade payables
3,314
3,944
Accruals and other payables
7,272
5,136
Deferred revenue
3,891
3,201
Payroll taxes (non-warehoused)
587
582
Total
15,064
12,863
The average credit period for the Group in respect of trade payables is 16 days (2022: 20 days). The Directors
consider that the carrying amount of trade and other payables is deemed to be to their fair value.
Increase in accruals and other payables year on year primarily relates to a liability recognised for discretionary
compensation for staff employed by the Group (2023: €3,205k, 2022: €93k). Also included in accruals and other
payables is a credit provision amounting to €20k (2022: €150k) for vouchers and incentives to customers for use
on future bookings reflecting the expected value attached to vouchers. The reduction is driven by volume of open
vouchers in place at year end. There is uncertainty on the value of the credit provision given it is based on the
probability that a customer will use their voucher. The provision has not been discounted. Also included in accruals
and other payables is an amount of €1,293k (2022: €1,778k) relating to customers who have cancelled their free
cancellation booking but have not yet been refunded.
Unpaid pension contributions on 31 December 2023 amounted to €10k (2022: €64k), which were paid in full in
January 2024.
20. Trade and other payables
continued
Financial Statements
|
Hostelworld Annual Report 2023
Notes to the Consolidated Financial Statements
continued
196
At 31 December 2023, €3,438k of revenue was deferred relating to free cancellation bookings (2022: €3,005k), €434k
was deferred relating to featured listings (2022: €178k) and €19k was deferred relating to
Roamies
(2022: €18k).
Movement in deferred revenue relating to free cancellation bookings:
 
2023
2022
 
€’000
€’000
Opening provision
3,005
1,020
Revenue deferred during year
63,387
49,831
Revenue recognised during year
(48,045)
(37,014)
Amount reversed during year
(14,909)
(10,832)
Closing provision
3,438
3,005
21. Borrowings
 
2023
2022
 
€’000
€’000
Opening Balance
31,113
28,209
Repayments (HPS)
(34,066)
Drawdown (AIB)
17,369
Repayments (AIB)
(7,167)
Transaction costs relating to borrowings (AIB)
(170)
Finance costs
2,342
4,243
Finance costs (exceptional items)
2,827
Finance interest paid
(2,101)
(1,339)
Total
10,147
31,113
On 09 May 2023, the Group refinanced its credit facilities with AIB plc. This included cancelling and fully repaying
its previous facilities held by Hostelworld Group PLC of €30,000k with HPS Investment Partners LLC (or subsidiaries
or affiliates thereof). Hostelworld.com Limited entered into a new facility of €20,000k comprising of a €2,500k
undrawn overdraft, a €7,500k RCF facility and a €10,000k term loan facility. An amount of €17,369k was drawn down,
net of arrangement fee. Amount drawn down was utilised to repay the HPS facility, detailed below.
The purpose of the facility is to meet the day-to-day working capital requirements of the Group. The AIB term loan
and RCF each had an initial interest rate payable of 3.75% over EURIBOR. In July 2023 this reduced to 3.25%, when
the ratio of Net Debt to adjusted EBITDA was less than 2 times. The interest rate reduced further in October 2023
to 2.65% over EURIBOR as Net Debt to adjusted EBITDA was less than 1 times. Relating to the facilities, during the
year the Group repaid €5,500k of its RCF facility and repaid €1,666k of its term loan with AIB.
Financial covenants attached to the facility are set out as follows:
1.
Maintaining a minimum cash balance on hand of €6,000k;
2.
Ensuring an interest cover of not less than 3:1. Interest cover is defined as the ratio of Adjusted EBITDA to
gross interest paid in respect of any relevant period. Covenant is tested quarterly, based on the prior 12-month
actuals; and
3.
Ensuring the Group’s adjusted leverage ratio does not exceed 3:1. Adjusted leverage is defined as the ratio of net
debt on the last day of each quarter to adjusted EBITDA in respect of the 12 months to the quarters reporting date.
The Group did not breach the covenants during the period.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
197
The debt with HPS Investment Partners LLC was guaranteed by the Group’s principal trading entity Hostelworld.com
Limited, who has provided the lenders with a customary security package over its assets.
The prior facility related to a €30,000k five-year term loan facility with HPS drawn down in February 2021. On 05 April
2023 the Group repaid €10,000k of the HPS facility and on 09 May 2023 the amount owing on the facility was repaid
in full. An early repayment penalty of 2% applied. Total repayment penalty costs of €686k are included within
Exceptional items. The April and May repayments totalled €34,066k which comprise of €30,000k principal and
€4,066k PIK interest capitalised as at 31 December 2023. Balance of PIK relating to 2023 included in Finance interest
paid. Between the first and third anniversaries of drawdown of the HPS facility, Hostelworld elected to capitalise
4.0% per annum of the accruing interest with the balance of the interest during that period. Finance interest paid
during the year totalled €2,101k (2022: €1,339k), comprised of HPS cash interest of €1,067k (2022: €1,339k), AIB
cash interest of €583k (2022: €nil), and HPS PIK €451k (2022: €nil).
Borrowings are classified in the consolidated statement of financial position as:
 
2023
2022
 
€’000
€’000
Non-current borrowings
4,807
30,869
Current borrowings
5,340
244
Total
10,147
31,113
Issue of warrants:
In connection with the HPS facility, Hostelworld agreed to issue warrants over 3,315,153 ordinary shares of €0.01
each in the capital of Hostelworld (equivalent to 2.85% of Hostelworld’s current issued share capital at the time of
issue of the warrants) to HPS. The warrants were exercisable at any time during the term of the loan and for a
twelve-month period following its scheduled termination at an exercise price of €0.01 per ordinary share. Shares
issued will be the same class and carry the same rights as existing shares. An amount of €3,073k was recorded for
the initial recognition of the warrants calculated on the basis of the market price of the shares on the date of the
agreement 19 February 2021 of €3,106,538 minus the subscription price of €33,152 (3,315,153 X €0.01). On 29 March
2023 HPS exercised their warrants and 3,315,153 shares were issued.
Change in liabilities arising from financing activities:
 
Lease liabilities
   
 
(note 14)
Borrowings
Total debt
 
€’000
€’000
€’000
At 01 January 2022
(86)
(28,209)
(28,295)
Financing cash flows
751
751
Interest paid (operating activities)
31
1,339
1,370
Other non-cash movements
(1,243)
(4,243)
(5,486)
Balance at 31 December 2022
(547)
(31,113)
(31,660)
Financing cash flows
909
23,848
24,757
Interest paid (operating activities)
39
2,101
2,140
Other non-cash movements
(981)
(4,983)
(5,964)
Balance at 31 December 2023
(580)
(10,147)
(10,727)
Other non-cash movements for lease liabilities in 2023 and 2022 relate to additions, disposals, lease interest,
a modification and a lease term remeasurement as included in note 14. Other non-cash movements for borrowings
in 2023 and 2022 relate to finance costs incurred and capitalised on the HPS and AIB term loan facility.
Financial Statements
|
Hostelworld Annual Report 2023
Notes to the Consolidated Financial Statements
continued
198
22. Contingencies
In the normal course of business, the Group may be subject to indirect taxes on its services in certain foreign
jurisdictions. The Directors perform ongoing reviews of potential indirect taxes in these jurisdictions. Although the
outcome of these reviews and any potential liability is uncertain, no provision has been made in relation to these
taxes as the Directors believe that it is not probable that a material liability will arise.
23. Share-based payments
Overall, the Group recognised an expense of €1,682k (2022: €2,396k) relating to equity settled share-based payment
transactions in the consolidated income statement during the year. €780k (2022: €678k) relates to Long-Term
Incentive Plan (“LTIP”) scheme, €895k (2022: €1,697k) is in relation to the Group’s Restricted Share awards (“RSU”)
scheme, and €7k (2022: €21k) in relation to the Save As You Earn (“SAYE”) scheme. All schemes are accounted for
as equity settled in the financial statements.
LTIP
The Group operate a LTIP for Executive Directors and selected management. There were no LTIP grants in the
current or prior year.
LTIP 2021 is expected to vest at 100% in April 2024 following a review of performance conditions based on the
Company’s adjusted EBITDA over a three-year period 2020 to 2023, Counter App signups based on a target in
2023 and customer value/customer acquisition value targets which were met in 2023. 1,345,870 shares awards
are currently exercisable.
LTIP 2020 vested at 75% in May 2023, with 1,645,994 awards vesting out of a total potential pot that was exercisable
at 31 December 2022 of 2,421,646. Movement is driven by leavers. The 2020 scheme vesting conditions related
to 25% adjusted earnings per share (“EPS”) performance and total shareholder return (“TSR”) of the Group over a
three-year period (“the performance period”). The EPS condition did not vest, and the TSR condition vested at 100%.
If the conditions are met under the LTIP plans in place, the remaining awards will vest on the later of the 3rd
anniversary of the grant and the determination of the performance condition and will then remain exercisable until
the 7th anniversary of the date of grant, provided the individual remains an employee or officer of the Group or
is subject to good leaver provisions. The measurement periods for the 2020 and 2021 awards for performance
conditions was over 3 years from 02 May 2020 to 01 May 2023 and from 27 April 2021 to 26 April 2024 respectively.
Further detail of the above schemes are set out within the Remuneration Committee report on pages 118 to 144.
Details of the share options outstanding during the year are as follows:
 
2023
2022
 
No. of
No. of
 
share options
share options
Outstanding at beginning of year
4,247,246
4,741,475
Granted during the year
Forfeited or expired during the year
(1,255,382)
(494,129)
Exercised during the year
(1,645,994)
Outstanding at the end of the year
1,345,870
4,247,346
Exercisable at the end of the year
1,345,870
2,421,646
For all schemes an award will lapse if a participant ceases to be an employee or an officer within the Group before
the vesting date and is not subject to good leaver provisions.
Share options under the LTIP scheme have an exercise price of £nil. The fair value, at the grant date, of the TSR-based
conditional awards was measured using a Monte Carlo simulation model.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
199
At the grant date, the fair value per conditional award and the assumptions used in the calculations are as follows:
April 2021
May 2020
Year of potential vesting
2024
2023
Number of share options granted
2,336,885
3,793,200
Share price at grant date
£1.00
£0.74
Exercise price per share option
£nil
£nil
Expected volatility of Company share price
n/a
51.86%
Expected life
3 years
3 years
Expected dividend yield
nil
6.06%
Risk free interest rate
n/a
0.08%
Weighted average fair value at grant date
£1.00
£0.49
Remaining weighted average life of options (years)
1.32
0.33
Expected volatility was determined based on the market performance of the Company over a period of 36 months
prior to the date of grant for all the 2020 awards.
Market based vesting conditions, such as the TSR condition, have been taken into account in establishing the
fair value of equity instruments granted. Non-market-based performance conditions, such as the EPS conditions,
were not taken into account in establishing the fair value of equity instruments granted, however the number of
equity instruments included in the measurement of the transaction is adjusted so that the amount recognised is
based on the number of equity instruments that are expected to vest.
RSU
An additional RSU was granted to a number of employees in 2023 subject to a three-year vesting period. The Executive
Directors did not receive an award in 2023.
The 2023 and 2022 share awards granted will vest after a three-year period. Vesting will be dependent upon the
participant being employed by the Group as of the vesting date and satisfactory personal performance.
During 2021 the Company granted a RSU to selected employees in lieu of a cash bonus, including the Executive
Directors and members of the management team. In total 2,642,212 share awards were granted. 50% of the
award vested in February 2022 and 1,184,211 shares were issued. The remaining 50% vested in February 2023
and 1,027,655 shares were issued. Vesting was dependent upon the participant being employed by the Group as
of the vesting date and satisfactory personal performance.
2023
2022
Outstanding at the beginning of the period
4,009,368
2,329,810
Granted during the year
740,560
3,339,084
Exercised during the year
(1,027,655)
(1,184,211)
Forfeited
(707,423)
(475,315)
Outstanding at the end of the period
3,014,850
4,009,368
Exercisable at the end of the period
nil
1,027,653
23. Share-based payments
continued
Financial Statements
|
Hostelworld Annual Report 2023
Notes to the Consolidated Financial Statements
continued
200
SAYE
During the years ended 31 December 2023, 2022 and 2021, the Group did not approve the granting of any new
SAYE scheme following the withdrawal of Ulster Bank from the Irish market who were the only bank with an Irish
banking licence that accepted new accounts for Save As You Earn schemes.
Prior to 2021, a scheme was approved in 2019 and 2020. At 31 December 2023 a number of members of the 2020
SAYE scheme had exercised their option to exercise their shares. Further detail is included in note 17. The schemes
last three years and employees may choose to purchase shares at the end of the three-year period at the fixed
discounted price set at the start. The share price for the scheme has been set at a 20% discount for Irish and UK
based employees in line with amounts permitted under tax legislation in both jurisdictions.
   
   
Number of SAYE share
   
options granted
 
2023
2022
Outstanding at beginning of year
223,970
277,624
Granted during the year
Vested during the year
(138,400)
(6,070)
Forfeited during the year
(80,325)
(47,584)
Outstanding at end of year
5,245
223,970
Exercisable at the end of year
5,245
223,970
For all schemes an award will lapse if a participant ceases to be an employee or an officer within the Group before
the vesting date.
At the grant date, the fair value for each SAYE award and the assumptions used in the calculations are as follows:
Scheme
   
 
UK office
Irish office
Grant date
August 2020
August 2020
Year of potential vesting
2023
2023
Share price at grant date
£0.63
€0.70
Exercise price per share option
£0.50
€0.56
Expected volatility of company share price
54.2%
54.2%
Expected life
3 years
3 years
Expected dividend yield
6.13%
6.13%
Risk free interest rate
–0.03%
–0.03%
Weighted average fair value at grant date
£0.20
€0.22
Valuation model
Black Scholes Black Scholes
 
Expected volatility was determined in line with market performance of the Company for the 2020 scheme.
Cash settled share-based payments
The Group has recorded liabilities of €132k and a corresponding expense of €132k in relation to these stock
appreciation rights (“SARs”) as at 31 December 2023
(2022: €62k). Where relevant the fair value of these SARs
was determined by using the same inputs as used for the RSU share awards.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
201
24. Related party transactions
Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated
on consolidation and are not disclosed in this note.
Directors’ remuneration
   
 
2023
2022
 
€’000
€’000
Salaries, fees, bonuses and benefits in kind
1,914
1,130
Amounts receivable under long-term incentive schemes
532
277
Other remuneration
353
623
Pension contributions
67
65
Total
2,866
2,095
Retirement benefit charges arise from pension payments relating to 2 Executive Directors (2022: 2). Other remuneration
of €353k (2022: €623k) relates to share-based payment expense in respect of the RSU scheme operated in 2022
and 2021 respectively.
Key management personnel
The Group’s key management comprise the Board of Directors and senior management having authority and
responsibility for planning, directing and controlling the activities of the Group.
   
 
2023
2022
 
€’000
€’000
Short-term benefits
3,726
2,568
Share-based payments charge
1,008
1,877
Termination benefits
200
Post-employment benefits
127
134
Total
4,861
4,779
Financial Statements
|
Hostelworld Annual Report 2023
Notes to the Consolidated Financial Statements
continued
202
25. Subsidiaries and associates
Subsidiaries
The following is a list of the Company’s current investments in subsidiaries, including the name, country of
incorporation, and proportion of ownership interest:
   
Company
Holding
Nature of business
Registered office
Hostelworld.com Limited
100%
(1)
Technology trading
Charlemont Exchange
196 Ordinary shares @ €1
 
company
Charlemont St
     
Dublin
     
D02 VN88
     
Ireland
Hostelworld Management
100%
(1)
Management services
Charlemont Exchange
Services Limited
 
company
Charlemont St
     
Dublin
     
D02 VN88
     
Ireland
Hostelworld Services Portugal LDA
100%
Marketing and research
Rua Antònio Nicolau D’Almeid
500 Ordinary shares @ €1
 
and development
45, 5 Floor
   
services company
4100–320 Oporto
     
Portugal
Hostelworld Business Consulting
100%
Business information
Unit 311, Block 1, Hostelworld Group
(Shanghai) Co., Limited
(2)
 
consulting and
Asia Office
   
marketing planning
No.425 Yanping Road
     
Jing’an District
     
Shanghai,
     
China
Hostelworld Services Limited
100%
(1)
Marketing services
One Chamberlain Square
104,123 Ordinary shares @ £0.001
 
and technology
Birmingham
   
trading company
B3 3AX
     
United Kingdom
(1)
held directly by the Company
(2)
3 Million RMB contributed by Hostelworld.com Limited for 100% ownership of subsidiary
On 12 May 2022, a resolution was passed to liquidate Counter App Limited, a subsidiary of Hostelworld.com Limited.
The trade was transferred to another Group entity, Hostelworld.com Limited.
Hostelworld Management Services Limited was incorporated on 09 February 2024.
All subsidiaries have the same reporting date as the Company being 31 December.
Associates
The following details the Company’s current investment in associates, including the name, country of incorporation,
and proportion of ownership interest:
   
Company
Holding
Nature of business
Registered office
Goki Pty Limited
31.5%
Technology company
17 Terrace Road, Dulwich Hill,
     
Sydney NSW 2203, Australia
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
203
26. Financial risk management
Financial risk factors
The Directors manage the Group’s capital, consisting of both debt and equity, to ensure that the Group will be able
to continue as a going concern while also maximising the return to stakeholders. As part of this process, the Directors
review financial risks such as liquidity risk, credit risk, foreign exchange risk and interest rate risk regularly.
Liquidity risk
Cash flow forecasting is monitored by rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient
cash to meet operational needs while not breaching any covenants that the Group adheres to. Such forecasting
takes into consideration the Group’s debt financing plans.
In May 2023 the Group completed a refinance of its legacy debt facility, which was drawn down in February 2021
during COVID-19 trading. A new 3
-year facility was signed with AIB. This facility is comprised of a €10,000k term loan,
a €7,500k revolving credit facility (“RCF”) and an undrawn €2,500k overdraft. At 31 December 2023, €5,500k had
been repaid on the RCF and €1,667k had been repaid on the term loan in line with a 3 year term loan repayment plan.
The Group’s policy is to ensure that it has sufficient long-term funding in place to meet its payment obligations and
complies with covenants. The risk is managed centrally by the Group and reviewed by the Board on a regular basis.
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining
period at the reporting date to the contractual maturity date. The Group had no material derivative financial liabilities
in the current or prior year. The amounts disclosed in the table are the contractual undiscounted cash flows.
 
2023
2022
 
€’000
€’000
Up to 1 year
   
Borrowings
5,340
244
Trade and other payables
14,457
12,131
Total up to 1 year
19,797
12,375
Between 2 and 4 years
   
Borrowings
4,807
34,066
Total between 2 and 4 years
4,807
34,066
Total
24,604
46,441
Non-current borrowings are due for repayment in full by May 2026, 3 years after drawdown of the 3 year term loan
facility with AIB. Prior year amounts reflect the HPS facility being a 5 year facility due for repayment in February 2026.
Interest rate risk
The principal aim of managing interest rate risk is to limit the adverse impact on cash flows of movements in interest
rates. The Group’s interest rate risks arises from the debt facilities it holds with AIB. An RCF facility and a term loan
which bears interest at 2.65% per annum over EURIBOR. On the AIB term loan the Group has fixed the EURIBOR
rate at 3.42%. The related derivative is not material. At 31 December 2023 €2.0m was drawn down on the RCF,
which was repaid in full in Q1 2024 prior to signing the Financial Statements.
26. Financial risk management
continued
Financial Statements
|
Hostelworld Annual Report 2023
Notes to the Consolidated Financial Statements
continued
204
The table below demonstrates the sensitivity of profit before tax if market interest rates had been 1% higher or lower
with all other variables held constant:
   
 
2023
2022
 
€’000
€’000
+/-1% change in market interest rates
   
Impact on profit before tax
–/+207
–/+287
Credit risk and foreign exchange risk
Credit risk refers to the risk of financial loss to the Group if a counterparty defaults on its contractual obligations on
financial assets held on the Statement of Financial Position.
The Directors monitor the credit risk associated with trade receivables and cash and cash equivalent balances on
an on-going basis. The Group’s trade receivable balances primarily relate to VAT receivable balances from Irish hostels
and amounts due from the Group’s payment processing agents. Amounts due from the Group’s payment processing
agent are due for maturity within 5 days. Accordingly, the associated credit risk is determined to be low. These trade
receivable balances, which consist of euro, US dollar and Sterling amounts, are settled within a relatively short period
of time, which reduces any potential foreign exchange exposure risk.
The aged analysis of trade receivables and other receivables for the year ended 31 December 2023 and 31 December
2022 is summarised in the table below.
   
 
Not past
Past due
Past due
 
 
due
0–90 days
>90 days
Total
 
€’000
€’000
€’000
€’000
Trade Receivables
       
31 December 2023
726
31
20
777
31 December 2022
552
18
41
611
Other Receivables (exclude prepayments)
       
31 December 2023
170
170
31 December 2022
308
308
Value added tax
       
31 December 2023
1,326
1,326
31 December 2022
1,370
1,370
In line with IFRS 9, the Group applies the simplified approach for the impairment of trade and other receivables and,
therefore, does not track changes in credit risk, instead a loss allowance is recognised based on lifetime expected
credit losses at each reporting date. The Group uses a provision matrix to measure expected credit losses based
on historical cancellation and recovery rates and considers forward-looking factors, including the impact of rising
cost of living and inflation rates. The figures disclosed above are stated net of allowances for impairment.
Other receivables include a receivable in respect of amount due from the Irish Revenue Commissioners in respect
of an R&D tax credit in line with a payment timetable set out by the Irish Revenue Commissioners. There are no
further performance obligations to be achieved attached to amount receivable.
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
205
At 31 December 2023 and 2022, all material cash balances are held with banks with a minimum credit rating of BBB-,
as assigned by international credit rating agencies. As a result, the credit risk on cash balances is limited. The carrying
value of trade receivables, trade payables and cash and cash equivalents is a reasonable approximation of their
fair value. The Group does not enter or trade financial instruments, including derivative financial instruments, for
speculative purposes.
The Board considers capital to comprise of long-term debt as disclosed in note 21 and equity as disclosed in note 17.
The Directors’ objectives when managing capital are to safeguard the Group’s ability to continue as a going concern
in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Directors may adjust
the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets.
The Group will ensure it retains sufficient reserves to manage its day-to-day cash requirements, including capital
expenditure requirements, whilst ensuring appropriate dividends are distributed to shareholders.
27. Dividends
There are no cash dividends in 2023 or 2022. Future cash dividend payments will be subject to the Group generating
profit after tax, the Group’s cash position, any restrictions in the Group’s banking facilities and subject to compliance
with Companies Act 2006 requirements regarding ensuring sufficiency of distributable reserves at the time of paying
the dividend.
28. Parent company exemption
The Company has taken advantage of the exemption provided under section 408 of the Companies Act 2006 not
to publish its individual income statement and related notes.
29. Events after the balance sheet date
On 05 February 2024 the Irish Revenue Commissioners announced that the applicable rate of interest on warehoused
payroll tax balances outstanding will reduce to 0%, with the reduction in rate applying to any interest amounts
accrued to date. This is a non-adjusting event.
There have been no other significant events after the balance sheet date.
Financial Statements
|
Hostelworld Annual Report 2023
206
Company Statement of Financial Position
as at 31 December 2023
2023
2022
Notes
€’000
€’000
Non-current assets
Investments
33
49,640
49,030
Trade and other receivables
34
114,916
113,449
164,556
162,479
Current assets
Trade and other receivables
34
258
280
Cash and cash equivalents
569
1,120
827
1,400
Total assets
165,383
163,879
Equity
Share capital
17
1,236
1,175
Share premium account
17
14,425
14,328
Other reserves
2,931
6,429
Retained earnings
145,000
141,082
Total equity attributable to equity holders of the parent
163,592
163,014
Current liabilities
Trade and other payables
35
1,741
748
Corporation tax liability
25
90
Payroll taxes
25
27
Total liabilities
1,791
865
Total equity and liabilities
165,383
163,879
The Company reported a loss for the financial year ended 31 December 2023 of €1,237k (2022: €515k loss).
The financial statements of Hostelworld Group plc were approved by the Board of Directors and authorised for
issue on 20 March 2024 and signed on its behalf by:
GaryMoison
Caroline Shey
Gary Morrison
Caroline Sherry
Chief Executive Officer
Chief Financial Officer
Hostelworld Group plc registration number 9818705 (England and Wales)
207
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Company Statement of Changes in Equity
for the year ended 31 December 2023
Share
Share premium
Retained
Other
capital
account
earnings
reserves
Total
€’000
€’000
€’000
€’000
€’000
As at 01 January 2022
1,163
14,328
139,166
6,449
161,106
Total comprehensive income for the year
(515)
(515)
Issue of shares
12
12
Transfer of exercised and expired share
option awards
2,431
(2,431)
Credit to equity for equity settled
share-based payments
2,411
2,411
As at 31 December 2022
1,175
14,328
141,082
6,429
163,014
Total comprehensive income for the year
(1,237)
(1,237)
Issue of shares
61
97
158
Transfer of exercise of vesting of warrants
3,073
(3,073)
Transfer of exercised and
expired share option awards
2,082
(2,082)
Credit to equity for equity settled
share-based payments
1,657
1,657
As at 31 December 2023
1,236
14,425
145,000
2,931
163,592
Financial Statements
|
Hostelworld Annual Report 2023
208
Notes to the Company Financial Statements
for the year ended 31 December 2023
30. Accounting policies
The significant accounting policies adopted by the
Company are as follows:
Basis of preparation
The separate financial statements are presented as
required by the Companies Act 2006. The Company
meets the definition of a qualifying entity under FRS
100 (Financial Reporting Standard 100) Application
of Financial Reporting Requirements issued by the
Financial Reporting Council. The financial statements
have therefore been prepared in accordance with FRS
101 (Financial Reporting Standard 101) ‘Reduced
Disclosure Framework’ as issued by the Financial
Reporting Council.
As permitted by FRS 101, the Company has taken
advantage of the disclosure exemptions available under
that standard in relation to financial instruments, fair
value measurements, capital management, presentation
of comparative information in respect of certain assets,
presentation of a cash flow statement, standards not yet
effective, financial risk management, impairment of
assets, share-based payments, business combinations,
related party transactions and where required, equivalent
disclosures are given in the consolidated financial
statements. Significant accounting policies specifically
applicable to these individual Company financial
statements and which are not reflected within the
accounting policies for the Group consolidated financial
statements are detailed below.
The financial statements are prepared on the historical
cost basis.
Going concern
The Company is in a net asset position of €163.6m
(2022: €163.0m). Primary assets relate to amounts
owed from subsidiary undertakings and investments
in subsidiaries. The Directors are satisfied with the
recoverability and carrying value of these assets.
Further detail is included on pages 210 and 211.
In their review the Directors also considered the market
capitalisation of Hostelworld Group PLC, which can
fluctuate dependent on share price. Market capitalisation
as at 31 December 2023 amounted to €195.8m, and
exceeded net assets by €32.2m (2022: carrying value
exceeded market capitalisation of €152.4m by €10.6m).
The Directors after making enquiries, have a reasonable
expectation that the Company has adequate resources
to continue operating as a going concern for the
foreseeable future, being a period of 12 months from
signing of the financial statements. Accordingly, the
financial statements of the Company are prepared on
a going concern basis.
Investments in subsidiaries
Investments in subsidiary undertakings are stated at
cost less any allowance for impairment.
Financial instruments
Financial assets and financial liabilities are recognised
in the Company’s statement of financial position when
the Company becomes a party to the contractual
provisions of the instrument.
Financial assets and liabilities are initially measured
at fair value plus transaction costs, except for those
classified as fair value through profit or loss, which are
initially measured at fair value. The fair value of financial
assets and liabilities denominated in a foreign currency
is determined in that foreign currency and translated
at the spot rate at the end of the reporting period.
Financial assets
Amounts due from subsidiary undertakings are stated
initially at their fair value and subsequently at amortised
cost, less any expected credit loss. The Company
recognises expected credit losses (“ECLs”) for amounts
due from subsidiary undertakings estimated using a
provision matrix based on the Company’s historical
credit loss experience, adjusted for factors that are
specific to the debtors, general economic conditions,
and an assessment of both the current as well as the
forecast direction of conditions at the reporting date,
including time value of money where appropriate.
If the credit risk on the financial instrument has not
increased significantly since initial recognition, the
Company measures the loss allowance for that financial
instrument at an amount equal to 12-month ECL.
12-month ECL represents the portion of lifetime ECL
that is expected to result from default events on a
financial instrument that are possible within 12 months
after the reporting date.
209
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Dividends
Final dividends are recorded in the Group’s financial
statements in the period in which they are approved
by the Company’s shareholders. Interim dividends are
recorded in the period in which they are paid.
Details of interim and final dividends are disclosed in
note 27 to the consolidated financial statements.
Critical accounting judgments and key sources
of estimation uncertainty
The preparation of financial statements in conformity
with FRS 101 (as issued by the FRC) requires
management to make judgements (other than those
involving estimations) that have a significant impact on
the amounts recognised and to make estimates and
assumptions that affect the application of accounting
policies and reported amounts of assets and liabilities,
income and expenses. The estimates and associated
assumptions are based on historical experience and
various other factors that are believed to be reasonable
under the circumstances, the results of which form the
basis of making judgements about carrying values of
assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these
estimates. The estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the year in
which the estimate is revised if the revision affects only
that year, or in the year of the revision and future years
if the revision affects both current and future years.
There were no critical judgements applied in the
preparation of the Company financial statements
apart from those involving estimations.
The key assumptions concerning the future, and other
key sources of estimation uncertainty at the reporting
period that may have a significant risk of causing
a material adjustment to the carrying amounts of
assets and liabilities within the next financial year,
are discussed below.
Carrying value of investments in subsidiaries
Investments in subsidiaries are held at cost less any
allowance for impairment. The Company assesses
investments for impairment at the end of each reporting
period or whenever events or changes in circumstances
indicate that the carrying value of an investment may
not be recoverable including instances where the net
assets of the Company exceed market capitalisation.
An impairment review has been performed in the current
year. When the carrying amount of an investment
exceeds its recoverable amount, the investment is
considered impaired and is written down to its
recoverable amount.
At 31 December 2023, the carrying value of investment
in subsidiaries amounted to €49,640k (2022: €49,030k).
Following an impairment test performed, no impairment
was recognised. In 2022 an impairment of €723k was
recognised, for the impairment of an investment in a
subsidiary which holds the Hostelbookers trade for
the Group. Further detail is included in note 33 to the
financial statements on key assumptions included in
the assessment and sensitivity analysis completed.
Recoverability of amounts due from
subsidiary undertakings
Each year the Directors assess the credit risk of
amounts due from subsidiary undertakings and
determine the quantum of the expected credit loss to
be recognised on these assets. In the current year the
Directors reviewed the related party’s historical credit
loss experience, adjusted for factors that are specific
to that company, general economic conditions and
carried out an assessment of both the current as well
as the forecast direction of conditions at the reporting
date, including time value of money where appropriate.
At 31 December 2023 the carrying value of the
amounts due from subsidiary undertakings amounted
to €114,916k (2022: €113,449k). A repayment plan
is in place until 31 December 2035 which aligns
repayments to funding requirements of the Company.
On the basis of this assessment the Directors have
concluded that any expected credit loss allowance
required would be immaterial. Sensitivity analysis
was performed to assess the impact of a reduction
in cashflows of 10% and no issue was found. Within
the sensitivity, cashflows would have to decline by
over 40% in each year before the amount due from
subsidiary undertaking would not be repaid. This
sensitivity analysis also does not take into account any
mitigating actions that would be taken by management
should profits decline.
Financial Statements
|
Hostelworld Annual Report 2023
210
Notes to the Company Financial Statements
continued
31. Loss for the year
As permitted by s408 of the Companies Act 2006 the Company has elected not to present its own income statement
or statement of comprehensive income for the year. The loss attributable to the Company is disclosed in the footnote
to the Company’s statement of financial position.
The auditor’s remuneration for the audit and other services is disclosed in note 4 to the consolidated
financial statements.
32. Staff costs
The average monthly number of full time people employed by the Company (including Executive Directors) during
the year was as follows:
2023
2022
Average number of persons employed:
Administration and sales
6
4
Development and information technology
2
2
Total
8
6
The aggregate remuneration costs of these employees is analysed as follows:
2023
2022
€’000
€’000
Staff costs comprise:
Wages and salaries
2,246
1,096
Social security costs
191
129
Pensions costs
80
78
Other benefits
22
16
Share option charge
1,047
1,182
Development labour
(115)
(18)
Total
3,471
2,483
33. Investments
The carrying value of the Company’s subsidiaries at 31 December 2023 is as follows:
2023
2022
€’000
€’000
At 01 January
49,030
48,523
Additions
610
1,230
Impairment
(723)
At 31 December
49,640
49,030
The Company’s subsidiaries directly owned by the Company, are disclosed in note 25.
Additions are capital contributions arising from the administration of the Group’s share option schemes.
In 2023 following a review performed by management no impairment was recognised for Hostelworld Group PLC’s
investment in Hostelworld Services Limited. In 2022 an impairment of €723k was recognised for Hostelworld Group
PLC’s investment in Hostelworld Services Limited following a review by management to reduce the carrying value
of the investment to its value in use where the recoverable amount was determined based on the estimated cash
flows generated by the underlying assets of the subsidiary.
211
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
In 2023 following a review performed by management no impairment was recognised for Hostelworld Group PLC’s
investment in Hostelworld.com Limited (2022: €nil). The recoverable amount of the investment was assessed utilising
value in use calculations which were prepared using cash flow projections based on the 2024 budget and four-year
outlook approved by the directors.
Growth rates have been assessed by the Directors using their past experience of the business and their expectations
of the market. The cash flow projections for the five-year period take into account key assumptions including historical
trading performance, anticipated changes in future market conditions and climate change factors.
34. Trade and other receivables
2023
2022
€’000
€’000
Non-current assets
Amount due from subsidiary undertakings
114,916
113,449
114,916
113,449
Current assets
Prepayments
198
253
Value added tax
22
27
Amount due from subsidiary undertakings
38
Total
258
280
The amount due from subsidiary undertakings arose primarily as a result of a term loan issued between the Company
and Hostelworld.com Limited as part of the Group reorganisation in March 2019. This amount is carried at amortised
cost. The Directors assessed the credit risk of these amounts and determined that an expected credit loss on these
assets would be immaterial. There is a repayment plan in place until 31 December 2035 which comprises of a number
of staggered payments from now until 31 December 2035, as profitability allows from Hostelworld.com Limited.
The Directors reviewed the related party’s historical credit loss experience, adjusted for factors that are specific to
that company, general economic conditions and carried out an assessment of both the current as well as the forecast
direction of conditions at the reporting date, including time value of money where appropriate.
35. Trade and other payables
2023
2022
€’000
€’000
Current liabilities
Trade payables
193
342
Accruals
1,548
406
Total
1,741
748
Increase in accruals year on year primarily relates to a liability recognised for discretionary compensation for staff
employed by Hostelworld Group PLC.
36. Events after the balance sheet date
There have been no significant events after the balance sheet date.
Sant Jordi Sagrada Familia, Barcelona, Spain
Additional
Information
214
Appendix 1: Alternative Performance Measures
220
Appendix 2: Shareholder Information
222
Appendix 3: Definition of Terms
214
Additional Information
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Hostelworld Annual Report 2023
Appendix 1: Alternative Performance Measures
The Group uses the following alternative performance measures (“APMs”) which are non–IFRS measures to monitor
the performance of its operations and of the Group as a whole. APMs are not a substitute for, or superior to, IFRS
measurements. Where we do use them, we have outlined below the reasoning behind.
Non-IFRS Measures: Definitions
Adjusted EBITDA
Definition:
The Group uses earnings/(loss) before interest, tax, depreciation and amortisation, excluding
exceptional and non-cash items (Adjusted EBITDA) when assessing trading profitability in the
business from one period to the next, and against budget.
Why we use it:
Adjusted EBITDA allows us to understand our baseline profitability. This APM removes items which
do not impact underlying trading performance such as exceptional items and finance costs.
Reconciliation between profit/(loss) for the year and adjusted EBITDA:
2023
2022
€’000
€’000
Profit/(loss) for the year
5,136
(17,263)
Taxation
(6,206)
(649)
Net finance costs
6,054
4,301
Operating profit/(loss)
4,984
(13,611)
Depreciation
963
968
Amortisation of development costs
2,966
2,784
Amortisation of acquired intangible assets
7,845
7,845
R&D tax credit
(177)
(102)
Exceptional items
253
835
Share-based payment expense
1,682
2,396
Share of result of associate
(137)
206
Adjusted EBITDA
18,379
1,321
Adjusted EBITDA
18,379
1,321
Net revenue
93,264
69,690
Adjusted EBITDA Margin %
20%
2%
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ADDITIONAL INFORMATION
Adjusted Profit/(Loss) after Taxation
(Adjusted PAT)
Definition:
Adjusted profit after taxation is an APM that the Group uses to calculate the potential dividend when
a dividend is being paid, subject to company law requirements regarding distributable profits and
the dividend policy within the Group.
Why we use it:
It excludes items that the Group cannot control when considering trading profitability such as
exceptional items, amortisation of acquired domain and technology intangibles, net finance costs,
share-based payment expenses and deferred taxation which can have large impacts on the reported
result for the year, and which can make underlying trends difficult to interpret.
Reconciliation between adjusted EBITDA and profit/(loss) for the year:
2023
2022
€’000
€’000
Adjusted EBITDA
18,379
1,321
Depreciation
(963)
(968)
Amortisation of development costs
(2,966)
(2,784)
R&D tax credit
(1)
177
102
Net finance costs
(2,528)
(4,301)
Share of result of associate
137
(206)
Corporation tax
(150)
(173)
Adjusted profit/(loss) after taxation
12,086
(7,009)
Exceptional items
(3,779)
(835)
Amortisation of acquired intangible assets
(7,845)
(7,845)
Share-based payment expense
(1,682)
(2,396)
Deferred taxation
6,356
822
Profit/(loss) for the year
5,136
(17,263)
(1)
R&D tax credits included in note 4 total €240k (2022: €184k), of which €177k (2022: €102k) relates to amortisation of
development costs
Adjusted Earnings/(Loss) per Share
Definition:
Adjusted EPS is calculated on the weighted average number of ordinary shares in issue, using the
adjusted profit/(loss) after taxation.
Why we use it:
It is an additional measure of underlying performance that excludes exceptional items that are not
related to ongoing operational performance and other certain items which do not impact underlying
trading performance. Exceptional items are defined in note 1. Adjusted EPS is a metric included in
the Executive Director and Senior Management remuneration for the LTIP 2024 plan being struck.
Calculation of adjusted earnings/(loss) per share (cent):
2023
2022
Adjusted profit/(loss) after taxation (€’000
)
12,086
(7,009)
Weighted average shares in issue (‘m)
122.0
117.3
Adjusted earnings/(loss) per share (cent)
9.91
(5.97)
216
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Appendix 1: Alternative Performance Measures
continued
Adjusted Free Cash Flow
Definition:
Free cash flow adjusted for capital expenditure, acquisition of intangible assets, net finance costs,
net movement in working capital and excluding the effect of exceptional costs.
Why we use it:
It is a measure which shows the cash the Group is generating/(using). It excludes certain items
which do not relate to the day-to-day activities of the Group.
2023
2022
€’000
€’000
Net (decrease)/increase in cash and cash equivalents
(11,474)
(6,294)
Add back
Repayment of borrowings
41,684
Proceeds from borrowings
(17,369)
Transaction costs capitalised
170
Proceeds on issue of shares
(98)
Proceeds on issue of warrants
(33)
Warehoused payroll taxes
(1,389)
Exceptional items
(1)
986
806
Adjusted free cash flow/(absorption)
13,866
(6,877)
Adjusted EBITDA
18,379
1,321
Adjusted free cash flow/(absorption) % (conversion)
75%
(521%)
(1)
Exceptional items included in adjusted free cash flow exclude professional fees included in liabilities at year end not paid.
Reconciliation between adjusted free cash flow/(absorption) and net cash from operating activities
for the year:
2023
2022
€’000
€’000
Adjusted free cash flow/(absorption)
13,866
(6,877)
Exceptional items
(1)
(986)
(806)
Warehoused payroll taxes
1,389
Lease liability payments
909
752
Acquisition/capitalisation of intangible assets
3,986
4,597
Purchases of property, plant and equipment
101
196
Net cash from operating activities
17,876
(749)
(1)
Exceptional items included in adjusted free cash flow exclude professional fees included in liabilities at year end not paid.
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ADDITIONAL INFORMATION
Net Gross Merchandise Value (“GMV”) and Net Average Booking Value (“ABV”)
Definition:
Net GMV represents the gross transaction value of bookings on our platform less cancellations.
Net ABV represents the average value paid by a customer for a net booking.
Why we
use them:
Net GMV demonstrates the total value of transactions executed through our platform. Net ABV is
an APM which measures the average value paid by a customer for a booking.
Reconciliation between net GMV to net revenue for the year:
2023
2022
€’000
€’000
GMV (100% deposit)
717,180
541,697
Cancellations
(98,524)
(71,625)
Net GMV (100% deposit)
618,656
470,072
Hostelworld commission share:
Gross revenue
108,626
81,992
Cancellations
(14,909)
(10,831)
Generated revenue
93,717
71,161
Deferred revenue movement
(690)
(2,165)
Adjustments to revenue
(1)
(175)
1,077
Other revenue
296
218
Advertising income
1,185
327
Volume incentive rebates
(1,069)
(928)
Net revenue
93,264
69,690
(1)
Primarily relates to recognition of the cost of refunds, chargebacks and vouchers.
Note: Volume incentive rebates are offered to hostel partners. Recognition of rebates have
limited judgement and are recognised based on performance targets for the previous quarters
trading volumes measured at midnight on the closing day of a quarter and settled within the
following quarter.
Reconciliation between net ABV to net revenue for the year:
2023
2022
Generated revenue (€’000)
93,717
71,161
Net bookings (#’000)
6,528
4,777
Net ABV generated (€)
14.36
14.90
218
Additional Information
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Hostelworld Annual Report 2023
Appendix 1: Alternative Performance Measures
continued
Direct Marketing Costs as a % of Revenue
Definition:
Direct marketing costs as a percentage of revenue is an APM which looks at the percentage of
direct marketing cost per value of bookings.
Why we use it:
This APM identifies the average direct marketing cost associated with a booking.
We have utilised generated revenue instead of the IFRS measure net revenue in this APM to
understand the relationship between bookings/revenue and the direct marketing costs for those.
Net revenue includes items such as deferred revenue and other ancillary streams which do not
impact the amount spent on direct marketing. This is a change in treatment compared to 2022.
In the prior year direct marketing costs as a % of revenue was presented using % of net revenue.
A reconciliation from generated revenue to net revenue has been completed on page 217.
2023
2022
€’000
€’000
Direct marketing costs
46,881
41,393
Generated revenue
93,717
71,161
Direct marketing costs as a % of generated revenue
50%
58%
Total marketing costs are €47,557k (2022: €42,233k). Within this balance, direct marketing costs
total €46,881k (2022: €41,393k). Balance of marketing costs relates to brand marketing which are
not a direct cost of revenue.
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ADDITIONAL INFORMATION
Remuneration Summary – Executive Directors
Definition:
The remuneration summary reflects the Executive Directors’ actual pay or value of awards
received in a period.
Why we use it:
To clearly define any benefits actually received by Directors during the year. The Single Total Figure
of Remuneration set out on page 134 defines the single total figure of remuneration received or
receivable, as required by the UK regulations. Note 24 to the Group financial statements sets out
Directors’ remuneration for the period under IFRS and Companies Act 2006. The purpose of this
APM is to illustrate the amount actually received by the Executive Directors during the period.
2023
€’000
2022
€’000
Remuneration Summary – Executive Directors
2,430.7
1,161.8
Add back:
Bonus receivable
757.7
LTIP 2021 grant receivable
(1)
1,021.4
Remove:
RSU 2021 issued in 2021
(2)
(542.5)
(313.0)
Single Total Figure of Remuneration
3,667.3
848.8
(1)
The amounts in this line relate to the LTIP award granted in April 2021, which was subject to performance conditions measured up
to 31 December 2023. Further detail is set out on pages 136 to 138.
(2)
In 2021 each Executive Director was granted a Restricted Share Award. The 2021 Restricted Share Award vested in two tranches
in 2022 and 2023.
2023
€’000
2022
€’000
Remuneration Summary – Executive Directors
2,430.7
1,161.8
Remove LTIP
(1)
(1554.0)
(313.0)
Include Bonus receivable
757.7
-
Include Directors fees (other Board members)
346.0
346.0
Include IFRS charge LTIPs and RSU
885.7
900.4
Total Directors’ remuneration
2,866.1
2,095.2
(1)
Value defined on page 134. Relates to the TSR element of the LTIP 2020 award vested in May 2023 and 100% of the value of the
LTIP 2021 award which will vest in May 2024.
220
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Hostelworld Annual Report 2023
Appendix 2: Shareholder Information
Financial Calendar
Annual General Meeting (“AGM”)
02 May 2024
Announcement of
2024 Interim Results
08 August 2024
Share Price
During the year ended 31 December 2023, the range of
the market prices of the Company’s ordinary shares on
the London Stock Exchange was:
Closing price at 31 December 2023:
£1.37
Highest closing price during the year:
£1.54
Lowest closing price during the year:
£1.06
Daily information on the Company’s share price can be
obtained on our website:
www.hostelworldgroup.com
.
Shareholder’s Enquiries
All administrative enquiries relating to shareholdings
(for example, notification of change of address, loss
of share certificates, dividend payments) should be
addressed to the Company’s registrars:
UK Registrar
Computershare Investor Services plc
The Pavilions
Bridgewater Road Bristol
BS99 6ZZ
United Kingdom
Irish Registrar
Computershare Investor Services (Ireland) Ltd
3100 Lake Drive
Citywest Business Campus Dublin 24
D24 AK82
Ireland
Company Secretary and Registered Office
Mr. John Duggan
Hostelworld Group plc
One Chamberlain Square
Birmingham
B3 3AX
United Kingdom
Company Registration Number
9818705
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GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Advisors
Solicitors
McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin
D02 X576
Ireland
Travers Smith LLP
10 Snow Hill
London
EC1A 2AL
United Kingdom
Financial Public Relations
Powerscourt
Carmichael House
60 Lower Baggot Street
Dublin 2
D02 KP79
Ireland
Banking
Allied Irish Banks, plc
1-4 Lower Baggot Street
Dublin
D02 X342
Ireland
NatWest Commercial Banking
Floor 1
440 Strand
London
WCR2 OQS
United Kingdom
HSBC Bank plc
1 Grand Canal Square
Grand Canal Harbour
Dublin Docklands
Dublin 2
Statutory Auditors
KPMG
Chartered Accountants, Statutory Audit Firm
1 Stokes Place
St. Stephen’s Green
Dublin 2
D02 DE03
Ireland
Brokers
Numis Securities Limited
45 Gresham Street
London
EC2V 7BF
United Kingdom
Goodbody
2 Ballsbridge Park
Ballsbridge
Dublin 4
D04 YW83
Ireland
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Hostelworld Annual Report 2023
Appendix 3: Definition of Terms
Term
Brief Description
ABV
Net average booking value. Equates to net generated revenue/net bookings.
ABR
Average booking revenue. General booking revenue/net bookings.
Adjusted FCF
Adjusted free cash flow. Calculated as adjusted free cash flow as the adjusted EBITDA for the
Group before capital expenditure, capitalised development spend, acquisition and disposal of
undertakings and adjusting for interest, tax and movements in working capital.
Administration
Expenses
Relates to operating expenses of company excluding depreciation, amortisation and
impairment charges. Relates to marketing expenses, staff costs, credit card processing fees,
exceptional items, foreign exchange movements and other operating costs.
AGM
Annual General Meeting.
AI
Artificial Intelligence.
AIB plc
Lenders new debt facility entered May 2023.
Android
Operating system for mobile phones and tablets.
APM
Alternative performance measures. Non-IFRS measures to monitor the performance of its
operations and of the Group as a whole.
BCP
Business continuity plan.
Bednights
Number of booked nights per stay.
BEPS
Base erosion and profit shifting. Discussed in relation to company policy against tax avoidance.
Balance for Better
Business group
The Balance for Better Business Review group was established in 2018 by then Taoiseach Leo
Varadkar to drive progress towards gender balance in business leadership in Ireland.
Bureau Veritas
Certification body engaged by Hostelworld firstly in 2022, and again in 2023, to perform
research on the carbon emissions of the hostelling sector.
CAC
Customer acquisition costs. Equates to marketing costs/new customers acquired in the
reporting period.
CDP
Carbon Disclosure Project. A not-for-profit charity that runs the global disclosure system for
investors, companies, cities, states and regions to manage their environmental impacts.
CEO
Chief Executive Officer – Gary Morrison.
CFO
Chief Financial Officer – Caroline Sherry.
CPO
Chief People Officer – Barry McCabe.
Chief Product Officer – New CPO joining Group in April 2024.
CSO
Chief Supply Officer – Fabrizio Giulio.
CTO
Chief Technology Officer – Chris Berridge.
CGUs
Cash generating units. Discussed in relation to valuation views of company assets.
Chairman
Refers to Chairman of the Board – Michael Cawley.
Climate Neutral
Hostelworld were awarded a climate neutral in 2021 and 2022 from South Pole.
In 2023 Hostelworld were awarded a “Funding Climate Action” label.
To receive an organisation needs to measure their material Scope 1, Scope 2 and Scope 3
emissions associated with their operations in line with GHG protocol, set a reduction target
aligned with near-term science-based target requirements, finance climate action equivalent
for any residual emissions through certified climate action credits, and disclosure of all details
transparently. The Group’s climate labels for 2023, 2022 and 2021 were awarded by South Pole.
Website:
www.southpole.com
.
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ADDITIONAL INFORMATION
Term
Brief Description
Cloud Costs
Hostelworld completed its migration to the Cloud in 2021, when its technical platform moved
from cloud hosted to cloud native. Prior to this Hostelworld utilised datacentres. No costs were
capitalised as part of the migration under IAS 38. Cloud hosting costs are expensed as incurred.
CPCs
Cost per clicks. Cost to an advertiser divided by number of clicks on a Hostelworld ad.
Credit Card Fees
Processing fees relating to booking payments and transactions.
CRM
Customer relationship management.
Cookies
Cookies are small text files that are stored on a user’s computer or mobile device that are used
to store or gather information (such as remembering log-on details so a user does not have to
re-enter them when revisiting a website or opening an app) and market to customers.
Counter
Counter App – proprietary property management system.
CSRD
Corporate Sustainability Reporting Directive – New sustainability standard Hostelworld Group
will comply with for the 2025 financial year. CSRD modernises and strengthens the rules
concerning the social and environmental information that companies have to report. Reporting
under CSRD will in accordance with the European Sustainability Reporting Standards (ESRS).
Customers
Our customers are our hostels and accommodation providers hosted on our website and
applications. Revenue is derived from technology, data processing and service fees we charge
these properties.
Deferred Revenue
This is mainly revenue from bookings with an entitlement to free cancellation where Hostelworld
has collected the cash but cannot recognise the booking on the P&L until the last date on which
a free cancellation entitlement can be activated.
Other products which have a small balance of deferred revenue relate to featured listings
and
Roamies
.
DE&I
Diversity, Equity & Inclusion.
Our People and our ESG team manage our DE&I and we were awarded Silver Accreditation
with Investors in Diversity in 2023.
Direct Margin
Equates to net generated revenue less marketing costs.
Direct Marketing
Costs
Paid direct marketing costs, primarily driven by online search. Excludes operating marketing
costs such as brand marketing, blogger spend which isn’t directly revenue generating.
Domestic
Bookings
Bookings where source IP utilised by customer making booking at country level matches
destination country of hostel.
DPO
Data Protection Officer.
DTRs
DTR Disclosure Guidance and Transparency Rules sourcebook.
EAP
Employee assistance programme offered to our employees. See people section of the
Annual Report.
EBITDA
Profit/(loss) before interest, tax, depreciation and amortisation and excluding exceptional and
non-cash items.
ECL
Expected credit loss. Provision matrix based on the Group’s historical credit loss experience,
adjusted for factors that are specific to debtor recoverability.
Elevate
Programme in place in Hostelworld until its removal in 2020. The
Elevate
programme gave
accommodation providers the opportunity to increase their prominence in search lists
dynamically in exchange for a higher commission rate of up to 10% above the relevant base
commission rate.
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Appendix 3: Definition of terms
continued
Term
Brief Description
ELT
Executive Leadership Team.
At 31 December ELT were comprised of CEO Gary Morrison, CFO Caroline Sherry, CTO Chris
Berridge, Head of Analytics Dave Rooney, Head of Legal John Duggan, CPO Barry Mc Cabe
(Chief People Officer), CSO Fabrizio Giulio.
Employees
Headcount employed by the Group including Executive Directors. Number presented for
employees does not include Non-Executive Directors.
EPS
Earnings Per Share.
ESG
Environmental Social and Governance – sustainability agenda.
ESRS
EFRAG
European Sustainability Reporting Standards and European Financial Reporting Advisory Group.
Companies subject to CSRD will have to report according to ESRS. The standards were developed
by EFRAG, previously known as the European Financial Reporting Advisory Group, an independent
body bringing together various different stakeholders.
EFRAG’s activities are organised in two pillars:
Financial Reporting Pillar which contributes to the IASB’s standard-setting process by
providing European views, including through proactive research activities, and provides
technical advice to the European Commission on the endorsement of IFRS Standards; and
Sustainability Reporting Pillar which provides technical advice to the European Commission
in the form of draft EU Sustainability Reporting Standards and/or draft amendments to EU
Sustainability Reporting Standards.
Exceptional
Items
Exceptional items which by their nature and size can make interpretation of the underlying
trends in the business more difficult.
Existing
Customers
Count of customers who have made their 2nd or subsequent bookings with Hostelworld in a
specific period.
Experiential
Travel
A form of tourism in which people focus on experiencing a country, city or particular place by
actively and meaningfully engaging with its history, people, culture, food and environment.
FCF
Free Cash Flow.
FRC
Financial Reporting Council.
Free Channels
Booking channels which have very minimal or no cost associated with them e.g navigating
directly to our website, app bookings, SEO, CRM email bookings.
FTSE SmallCap
Index
The Financial Times Stock Exchange SmallCap Index.
Funding Climate
Action
Hostelworld were awarded South Pole’s ‘Funding Climate Action’ label in 2023.
To receive an organisation needs to measure their material Scope 1, Scope 2 and Scope 3
emissions associated with their operations in line with GHG protocol, set a reduction target
aligned with near-term science-based target requirements, finance climate action equivalent
for any residual emissions through certified climate action credits, and disclosure of all details
transparently. The Group’s climate labels for 2023, 2022 and 2021 were awarded by South Pole.
Website:
www.southpole.com
.
Gen Z
Generation Z. A person born between 1990s and early 2010s.
Generated
Revenue
Gross booking revenue minus impact of cancellations.
GBR
Gross Booking Revenue. Hostelworld’s share of GMV made up predominantly of commission.
GDPR
General Data Protection Regulation.
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ADDITIONAL INFORMATION
Term
Brief Description
GHG
Greenhouse gas (used in context of emissions produced by Hostelworld).
Gross/Net
‘Gross’ in reference to a metric which doesn’t include the impact of cancelled bookings whereas
‘net’ is ‘gross’ minus the impact of cancelled bookings.
Gross Bookings
Count of bookings made in a specific period before cancellations.
GITCs
General Information Technology Controls.
GMT
Global Markets Team – team that deal day to day with supply (hostels) in Hostelworld.
GMV
Gross Merchandise Value. Gross total transaction value of bookings on our platform on which
commission is charged.
Goki
Goki PTY Limited. Associate investment made by Hostelworld.
GSTC
Global Sustainable Tourism Council establishes and manages global standards for sustainable
travel and tourism. The GSTC criteria form the Foundation Accreditation for Certification Bodies
that certify accommodations as having sustainable policies and practices in place.
GTPI
Global Tourism Plastics Initiative that focuses on the eliminating of problematic or unnecessary
plastic packaging and items.
HOSCARs
Annual hostel awards operated by Hostelworld. A celebration for the hostels that have done
incredible things, in extraordinary circumstances voted for by travellers.
HPS
HPS Investment Partners. Providers of a term loan facility exited in 2023.
IFRS
International Financial Reporting Standard.
Investors in
Diversity
Framework to govern diversity practices and culture, an Irish based equality accreditation group.
iOS
Operating system used for mobile devices manufactured by Apple Inc.
ISEQ Index 23
Ireland Equity Market Index 2023 is a benchmark stock market index composed of companies
that trade on Euronext Dublin linked to a Balance for Better Business Review group which was
established in 2018 by then Taoiseach Leo Varadkar.
kWh
kilowatt-hours.
Leverage
Equates to net debt/adjusted EBITDA.
LGBTQIA+
Lesbian, gay, bisexual, transgender, queer/questioning, intersex, or asexual and a plus to signify
all of the gender identities and sexual orientations that are not specifically covered by the other
initials (such as pansexual).
Linkups
Social network product which allows customers to set up their own group events for others to
join and in the future where hostels can upload their own group event catalogues.
Linkups are not a service provided by the Group to hostels in connections with accommodation
inventory, and accordingly, are not included in our contract with hostels for IT and data processing
services. In 2023 Linkups were a feature offered to drive engagement among the hostels’
customer (the travellers), improve loyalty with the Hostelworld brand and platform, enhance
customers travel experience, and therefore drive further bookings and revenue for the Group.
Listing Rules
The Transparency Directive and Listing Rules.
LTIP
Long-Term Incentive Plan.
LTV/CLV
Lifetime value/customer lifetime value. The total net generated revenue we can expect to earn
from a customer during their booking lifetime with Hostelworld based on statistical modelling.
Long Haul
Bookings
Bookings where source IP utilised by customers making bookings at continent level does not
match destination continent or country of hostel.
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Appendix 3: Definition of terms
continued
Term
Brief Description
Marketing as %
of Revenue
Equates to direct marketing costs/generated revenue (Gross revenue less cancellations).
Millennial
A person born between the early 1980s and the late 1990s.
Net Bookings
Gross bookings minus cancelled bookings in a reporting period.
NED
Non-Executive Director, independent directors appointed to Board. Positions are held by
Michael Cawley (Chairman), Éimear Moloney, Carl G. Shepherd and Evan Cohen.
Net Debt
Equates to short-term debt + long-term debt (including warehoused payroll taxes) less cash
and equivalents.
Net GMV
Gross Merchant Value. Gross transaction value of bookings on our platform less cancellations
(relates to HWG commission and hostel share).
Net Margin
Equates to net revenue less marketing costs and credit card fees.
New Customers
Count of customers who have made their first booking with Hostelworld in a specific period.
New Customer
Revenue
Net generated revenue associated with new customers in the reporting period.
NIST
National Institute of Standards and Technology – Cyber security framework.
OECD
Organisation for Economic Co-operation and Development.
OKRs
Organisation’s objectives and key results.
OTA
Online Travel Agent.
Over Tourism
The impact of tourism on a destination, or parts thereof, that excessively influences perceived
quality of life of citizens and/or quality of visitor’s experiences in a negative way.
OPEX/Operating
Expenses
Operational Expenditure – relates to total administration expenses plus depreciation,
amortisation and impairments.
Paid Channels
Paid marketing channels through which a customer makes a booking on our platform
e.g. Google ad channels and affiliate partnerships.
PAX
Total number of travellers.
PCI
Payment Card Industry.
PCI DSS
Payment Card Industry Data Security Standard.
Platform
Modernisation
Internal strategy in place to update legacy technology platforms and infrastructure in place
at Hostelworld.
PMS
Property Management System.
PSD2
Payment Service Directive Two.
PTD
The EU Package Travel Directive.
R&D Tax Credit
The Research and Development tax credit in Ireland incentivises companies to invest in research
and development by offering up to 25 percent of R&D expenditure as a tax credit or cash, subject
to certain conditions being met, alongside the standard 12.5 percent corporation tax deduction.
Return Customer
Revenue
Net generated revenue associated with returning customers in the reporting period.
Roamies
A hostel focused adventure tour product run in partnership with G Adventures.
RSU
Restricted Share Option.
SARs
Stock Appreciation Rights.
227
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Term
Brief Description
SAYE
Save As You Earn.
SDG
Sustainable Development Goals.
SEM
Search Engine Marketing.
SEO
Search Engine Optimisation.
SFMP
Sustainable Forest Management Plan – carbon offset programme in 2021 engaged on with
South Pole.
Short Haul
Bookings
Bookings where source IP utilised by customer making booking at continent level matches
destination continent for hostel.
Social Members
Eligible customers who opt-in to the social network.
Social Network
A type of online social media platform which people use to build social networks or social
relationships with other people who share similar personal or career content, interests, activities,
backgrounds or real-life connections.
South Pole
Partner engaged to assess and validate carbon emissions and make quality climate
contributions on behalf of Hostelworld. South Pole awarded Hostelworld with their 2023
Funding Climate Action label.
South Pole, recognised by the World Economic Forum’s Schwab Foundation, is a leading
climate solutions provider and carbon project expert.
Website:
www.southpole.com
‘Staircase to
Sustainability’
Programme
Hostelworld programme to assist hostels on their journey to being more sustainable and being
able to champion those journeys on our site.
TCFD
Taskforce for climate-related financial disclosures.
Total Bednights
Equates to the sum of total passengers x average number of nights per passenger.
Total Passengers
Total number of guests associated with net bookings on our platform in a specific period.
Total Stayed
Bednights
Total bednights, adjusted for no-shows.
tCO
2
e
Tonnes (t) of carbon dioxide (CO
2
) equivalent (e).
TSR
Total Shareholder Return.
UNWTO
UN environment programme and the world tourism organisation.
UNHCR
The UN Refugee Agency – Hostelworld donated all revenue collected from Ukraine hostels from
the time of invasion, and matched to the UNHCR.
Unique Customers
Count of unique customers who have made a booking in a specific period.
ViDA
VAT in the digital age (ViDA) is a set of regulations introduced by the EU Commission to update
the current VAT system to adapt it for the digital age.
Warehoused
Payroll Taxes
Warehousing of tax debt by Irish Revenue Commissioners aimed at assisting businesses who
experienced cash-flow and trading difficulties during the COVID
-19 pandemic.
30% Club Ireland
The 30% Club is a campaign group of business chairpersons and CEOs taking action to increase
gender diversity on boards and senior management teams. It was established in the United
Kingdom in 2010 by Helena Morrissey with the aim of achieving a minimum of 30% female
representation on the boards of FTSE 100 companies.
Hostelworld Annual Report 2023
228
USA Hostels San Diego, San Diego, USA