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DIRECTORS' REPORT
for the year ended 31 December 2008

The Directors present herewith their report and audited financial statements for the year ended 31 December 2008.

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LEGAL STATUS

Dun Laoghaire Harbour Company is a limited liability company established pursuant to the Harbour's Act, 1996.

REVIEW OF THE DEVELOPMENT OF THE BUSINESS AND ITS PRINCIPAL ACTIVITIES

The company is engaged in the management, control, operation and development of Dun Laoghaire Harbour. The review of activities is contained in the Chairman's report.

RESULTS FOR THE YEAR AND STATE OF AFFAIRS AT 31 DECEMBER 2008

The profit and loss account for the year ended 31 December 2008 and the balance sheet at that date are set out on pages 15 and 17 respectively. A commentary on the results for the year and state of affairs is included in the Chairman's Report.

DIVIDENDS

The Directors of the company do not propose the payment of a dividend for the year. The profit for the year of €3,842,696 has been carried forward to reserves.

DIRECTORS

A list of the current Directors is shown on Page 2 of the full print version.

The following changes in directorships took place during 2008 and to date:

Michael Hanahoe resigned as Company Secretary in September 2008 and as CEO and Director in April '09. The five year term of office of Mr. Don McManus expired on 4th February 2009.

DIRECTORS' INTERESTS IN SHARES

None of the Directors or their immediate families holds shares in the company at the 31 December 2008 and the 1 January 2008.

SHAREHOLDING

The Minister for Transport beneficially holds all the share capital of the company.

POLITICAL DONATlONS

The company did not make any political donations during the year.

GOING CONCERN

The Directors are satisfied that the company has adequate resources to continue in business for the foreseeable future. For this reason, the financial statements are prepared on a going concern basis.

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DUN LAOGHAIRE HARBOUR COMPANY

DIRECTORS' REPORT
for the year ended 31 December 2008 (Continued)

PROMPT PAYMENTS OF ACCOUNTS ACT, 1997

The Directors are satisfied that procedures are in place to ensure that the company is compliant with the Prompt Payment of Accounts Act, 1997 in all material respects.

TAXATION STATUS

The taxation status of the company is dealt with in the Chairman's report under "Company Operations and Profitability".

FUTURE DEVELOPMENTS OF THE BUSINESS

The significant development plans expected in the forthcoming years are set out in the Chairman's report.

CORPORATE GOVERNANCE

The Directors are committed to maintaining the highest standards of corporate governance as set out in the Code of Practice for the Governance of State Bodies issued by the Department of Finance in October 2001. The main areas covered by this are as follows:

Directors' Code of Conduct

It is the company's aim to ensure that all Directors are aware of, and in compliance with, the code of conduct for Directors.

Reporting Arrangements and Requirements

It is the company's aim, at all times, to comply with the agreed reporting requirements of the Department of Transport and other government departments as required on a timely and accurate basis.

Audit Committee

The audit committee is a sub committee of the main Board and normally comprises three members. The main function of the audit committee is to review and monitor the financial reporting process, including audit activities, so as to give additional assurance regarding the reliabi[ity of the company's financial information.

Procurement Procedures, Advertising And Award Of Contracts

All material contracts entered into during the year comply with government guidelines regarding procurement procedures, advertising and award of contracts.

Chief Executive's Remuneration

The Chief Executive's salary and benefits package is ratified by the Board of Directors and the Department of Transport.

Investment Appraisal Procedures

All investments of a material nature are ratified by the Board of Directors. Procedure for the Disposal of Fixed Assets

All asset disposa[s of a material nature are ratified by the Board of Directors.

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DUN LAOGHAIRE HARBOUR COMPANY

DIRECTORS' REPORT
for the year ended 31 December 2008 (Continued)

RISK ANALYSIS

The directors consider that the following are the principal risk factors that could materially and adversely affect the company's future operating profits or financial position. The company has controls in place to limit each of these potential exposures and management and the board regularly review, reassess and proactively limit the associated risks:

  • Damage to, or loss of, the company's fixed assets.
  • Legal actions by third parties.
  • Loss of contract revenues from ferry operator.
  • Loss of other revenues.
  • Overruns on capital projects.

The controls in place to limit exposure to the above risks include:

  • Insurance cover in place to protect against damage to or loss of the company's fixed asset.
  • Insurance cover in place to protect the company against Legal actions by third parties
  • We have a parent company guarantee in respect of the revenue from ferry operator.
  • We use the government form of contract in order to protect against any overruns on capital projects.

INFORMATION RELEVANT TO ENVIRONMENTAL MATTERS

The company is committed to protecting the environment. The company have in place a Pollution Emergency Plan which is periodically tested and updated.

INFORMATlON RELEVANT TO EMPLOYEE MATTERS

Employee numbers have decreased from 48 in 2007 to 42 in 2008. The company complies with employment legislation. The company also complies with health and safety legislation and has both accident investigation and staff safety training programmes in place.

ENERGY EFFICIENCY

The company is continually examining ways to improve energy efficiency.

BOOKS AND ACCOUNTING RECORDS

The Directors are responsible for ensuring that proper books and accounting records, as outlined in Section 202 of the Companies Act, 1990, are kept by the company. To achieve this, the Directors have appointed appropriate accounting personnel including a professionally qualified accountant, in order to ensure compliance with these requirements.

The books and accounting records are maintained at:
Harbour Lodge,
Crofton Road.,
Dun Laoghaire,
Co. Dublin.

AUDITORS

The auditors, Deloitte & Touche, Chartered Accountants, will continue in office in accordance with Section 160(2) of the Companies Act, 1963.

On behalf of the Directors

Directors Sean Costello Gerry Dunne

Date 24'h March 2009

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