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RELATED PARTY TRANSACTIONS
12 Months Ended
Dec. 31, 2018
Disclosure of transactions between related parties [abstract]  
RELATED PARTY TRANSACTIONS
27.
RELATED PARTY TRANSACTIONS
 
The Group has related party relationships with its subsidiaries, and with its directors and executive officers.
 
Leasing arrangements with related parties
 
The Group has entered into various arrangements with JRJ Investments (“JRJ”), a partnership owned by Mr O’Caoimh and Dr Walsh, directors of the Company, to provide for current and potential future needs to extend its premises at IDA Business Park, Bray, Co. Wicklow, Ireland.
 
The Group has entered into an agreement for a 25 year lease with JRJ for offices that have been constructed adjacent to its premises at IDA Business Park, Bray, Co. Wicklow, Ireland. The annual rent of €381,000 (US$449,000) is payable from January 1, 2004. This lease expires in 2027. There was a rent review performed on this premises in 2009 and further to this review, there was no change to the annual rental charge.
 
The  Group is leasing an additional 43,860 square foot manufacturing facility in Bray, Ireland at a rate of € 17.94 per square foot (including fit out) giving a total annual rent of €787,000 (US$927,000). This facility is owned by Mr O’Caoimh and the lease expires in 2028.

Trinity Biotech and its directors (excepting Mr O’Caoimh and Dr Walsh who express no opinion on this point) believe that the arrangements entered into represent a fair and reasonable basis on which the Group can meet its ongoing requirements for premises. At December 31, 2018 there were no rental payments outstanding (2017: Nil).
 
Compensation of key management personnel of the Group
 
At December 31, 2018, 2017 and 2016 the key management personnel of the Group were made up of three key personnel: the two executive directors; Mr Ronan O’Caoimh and Dr Jim Walsh and Mr Kevin Tansley, our Chief Financial Officer/Executive Director. Kevin Tansley was appointed to the board in September 2016 as an Executive Director.
 
Compensation for the year ended December 31, 2018 of these personnel is detailed below:
 
 
 
December 31, 2018
   
December 31, 2017
 
 
 
US$’000
   
US$’000
 
Short-term employee benefits
   
863
     
1,177
 
Performance related bonus
   
210
     
223
 
Post-employment benefits
   
44
     
44
 
Share-based compensation benefits
   
1,041
     
663
 
 
               
 
   
2,158
     
2,107
 
 
The amounts disclosed in respect of directors’ emoluments in Note 5 includes non-executive directors’ fees of US$188,000 (2017: US$400,000) and share-based compensation benefits of US$313,000 (2017: US$156,000). Total directors’ remuneration is also included in “personnel expenses” (Note 7) and “loss before tax” (Note 5). Share-based compensation benefits included in Note 5 exclude capitalised amounts of US$149,000 (2017: US$92,000).
 
On March 30, 2011, the service agreement with Ronan O’Caoimh as Chief Executive Officer was terminated and replaced by an agreement with Darnick Company, a company wholly-owned by members of Mr O’Caoimh’s immediate family. Directors’ compensation includes payments made to Darnick Company.
 
Directors’ compensation also includes payments made to Diagnostic Polymers, a company wholly-owned by Jim Walsh and members of his immediate family.
 
Directors’ interests in the Company’s shares and share option plan
 
 
 
‘A’ Ordinary Shares
   
Share options
 
At January 1, 2018
   
5,719,706
     
8,770,004
 
Shares purchased during the year
   
3,420,000
     
 
Expired
   
     
(115,000
)
 
               
At December 31, 2018
   
9,139,706
     
8,655,004
 
 
 
 
‘A’ Ordinary Shares
   
Share options
 
At January 1, 2017
   
5,719,706
     
7,655,004
 
Granted
   
     
5,150,000
 
Expired
   
     
(315,000
)
Forfeited
   
     
(3,720,000
)
 
               
At December 31, 2017
   
5,719,706
     
8,770,004
 
 
Rayville Limited, an Irish registered company, which is wholly owned by the three executive directors and certain other executives of the Group, owns all of the ‘B’ non-voting Ordinary Shares in Trinity Research Limited, one of the Group’s subsidiaries. The ‘B’ shares do not entitle the holders thereof to receive any assets of the company on a winding up. All of the ‘A’ voting ordinary shares in Trinity Research Limited are held by the Group. Trinity Research Limited may, from time to time, declare dividends to Rayville Limited and Rayville Limited may declare dividends to its shareholders out of those amounts.
 
Any such dividends paid by Trinity Research Limited are ordinarily treated as a compensation expense by the Group in the consolidated financial statements prepared in accordance with IFRS, notwithstanding their legal form of dividends to minority interests, as this best represents the substance of the transactions.
 
 The last dividend paid by Trinity Research Limited to Rayville Limited was in June 2009 for US$2,830,000.  At the time this amount was immediately lent back by Rayville Limited to Trinity Research Limited.  Since then US$1,788,000 of these loans have been repaid and recognised as a compensation expense by the Group. As of December 31, 2017 and December 31, 2018, the remaining amount of the loan was US$1,042,000. As this remaining amount of the original dividend is matched by a loan from Rayville Limited to Trinity Research Limited which is repayable solely at the discretion of the Remuneration Committee of the Board and is unsecured and interest free, the Group netted the dividend paid to Rayville Limited against the corresponding loan from Rayville Limited in the 2017 and 2018 consolidated financial statements.