Comply or Explain Overview
With reference to the Norwegian Code of Corporate Governance.
|Section of the Code||Deviations|
|Implementation and reporting on corporate governance||None|
|Business||The Company’s objectives are wider and more extensive.|
|Equity and dividends||The Company’s issuance and purchase of its own shares are neither limited to a specific purpose nor to a specified period.|
|Equal treatment of shareholders and transactions with close associates||None|
|Shares and negotiability||The Company may decline to register the transfer of any share if the transfer results in the Company being deemed a “Controlled Foreign Company” in Norway.|
|General Meetings||The Chairman of the Board also acts as the Chair of General Meetings.|
|Nomination committee||A member of the Nomination committee (who is also a member of the Board) may offer himself or herself for re-election to the Board.|
|Board of Directors: composition and independence||From 1 January 2020 to 20 May 2020, Mr Onarheim acted as the Company’s CEO while serving as a member of the Board. The current composition of the Board is in compliance with the Code.|
|The work of the Board of Directors||One of the two members of the Remuneration Committee is not independent of the Company’s largest shareholder.|
|Risk management and internal control||None|
|Remuneration of the Board of Directors||None|
|Remuneration of the Executive Personnel||The Annual General Meeting has not voted over the Guidelines for Executive Remuneration. Performance-related remuneration to Executive Personnel are not subject to an absolute limit.|
|Information and communications||None|
Implementation and Reporting on Corporate Governance
BW LPG Limited (“BW LPG” or the “Company”) is a Bermuda limited liability company listed on the Oslo Børs (the Oslo Stock Exchange).
BW LPG is primarily governed by the Bermuda Companies Act, its Memorandum of Association and its Bye-laws. In addition, the Company is required to comply with certain aspects of the Norwegian Securities Trading Act, the Norwegian Accounting Act and the continuing obligations for companies listed on the Oslo Stock Exchange.
This Report provides an overall overview of the Company’s Corporate Governance practices with specific reference to the Norwegian Code of Practice for Corporate Governance (the “Code”) dated 17 October 2018 issued by the Norwegian Corporate Governance Board. Each individual point of the Code is reviewed and if the Company deviates from the Code, explanations have been provided. The Code is available at www.nues.no.
The Board of Directors (the “Board”) believes that the best interests of the Company and its shareholders are best served by the adoption of business policies and practices which are legal, compliant, ethical, and open in relation to all dealings with customers, potential customers and other third parties. These policies are designed to be fair and in accordance with leading market practices on stakeholder relationships and are also sensitive to reasonable expectations of public interest.
The Company’s Corporate Governance policy takes into account the Code and as such, includes self-regulatory corporate governance practices. The Company has developed its internal policies and practices, where appropriate, to meet requirements and recommendations of the Code.
The Corporate Governance of the Company is subject to review by the Board at least annually, and the Company’s governance documents are reviewed annually to ensure continued relevance and accuracy.
The Company does not deviate from Section 1 of the Code.
The Company’s business and objectives are described in the Company’s Memorandum of Association. In accordance with common practice for Bermuda companies, the description of the Company’s objectives is wider and more extensive than recommended in the Code. This represents a deviation from Section 2 of the Code.
The Board leads the Company’s strategic planning and makes decisions and defines clear objectives, strategies and risk profile that forms the basis for the Company’s Executive Personnel to prepare and carry out investments and structural measures to create value for the shareholders. The Company’s objectives, strategies and risk profiles are evaluated at least once yearly.
The Company’s objectives and main strategies are described in the Annual Report.
The Company has implemented corporate values, ethical guidelines and guidelines for corporate social responsibility which reflect how the Company integrates considerations related to its stakeholders into its value creation. These values and guidelines are described in the Company’s Code of Ethics and Business Conduct and internal policies.
Equity and Dividends
The Board regularly evaluates the Company’s capital requirements to ensure that the Company has a capital structure which is appropriate for its objectives, strategy and risk profile.
The Board has decided on a dividend policy for the Company to provide a degree of predictability and transparency on the determination of dividend payouts to shareholders. The policy highlights that when determining the quarterly dividend level, the Board will target a payout ratio of 50% of net profits after tax, and will take into consideration appropriate limits on leverage, capital expenditure plans, financing requirements and anticipated cash flows. The dividend policy details can be found on the Company’s website. In addition to cash dividends, the Company may buy back shares as part of its total distribution of capital to shareholders. Under the Bye-laws of the Company, the Board of Directors may declare dividends and distributions without the approval of the shareholders in general meetings. Dividend payouts which are approved at the Board Meetings of the Company are made in accordance with the dividend policy.
Pursuant to Bermuda law and in accordance with common practice for Bermuda incorporated companies, the Board has authority to issue any authorised unissued shares in the Company on such terms and conditions as it may decide and may exercise all powers of the Company to purchase the Company’s own shares. The powers of the Board to issue and purchase shares are neither limited to specific purposes nor to a specified period as recommended in the Code. This represents a deviation from Section 3 of the Code.
Equal Treatment of Shareholders and Transactions with Close Associates
The Company has one class of shares. Each share in the Company carries one vote, and all shares carry equal rights, including the right to participate in general meetings. All shareholders will be treated on an equal basis, unless there is just cause for treating them differently.
Pursuant to Bermuda law and common practice for Bermuda incorporated companies, the shareholders of the Company do not have pre-emption rights in share issues unless otherwise resolved by the Company. Any decision to issue shares without pre-emption rights for existing shareholders will be justified in the common interest of the company and the shareholders. In the event that the Company carries out a share issue without pre-emption rights for existing shareholders, then the justification will be publicly disclosed in a stock exchange announcement issued in connection with the share issue.
Any transactions the Company carries out in its own shares will be carried out either through the Oslo Stock Exchange or with reference to prevailing stock exchange prices if carried out in another way. If there is limited liquidity in the Company’s shares, the Company will consider other ways to ensure equal treatment of shareholders.
In cases of transactions between the Company and a shareholder, a shareholder’s parent company, Director, Officer or Executive Personnel of the Company or persons closely related to any such parties, or with another company in the same group, which are not immaterial for either the Company or the close associate involved, the Board will obtain a valuation from an independent third party.
The Company does not deviate from Section 4 of the Code.
Shares and Negotiability
In general, the shares in the Company are freely transferable. However, the Board may decline to register the transfer of any share, where such transfer would, in the opinion of the Board, likely result in 50% or more of the aggregate issued and outstanding share capital of the Company being held or owned directly or indirectly by individuals or legal persons resident for tax purposes in Norway, or alternatively, such shares being effectively connected to a Norwegian business activity, or the Company otherwise being deemed a “Controlled Foreign Company” as such term is defined pursuant to Norwegian tax legislation. The purpose of this provision is to avoid the Company being deemed a Controlled Foreign Company pursuant to Norwegian tax rules. This represents a deviation from Section 5 of the Code.
The Annual General Meeting of the Company will normally take place on or before 31 May each year.
The Company encourages all shareholders to participate in and to vote at General Meetings. In order to facilitate shareholder participation, the Board ensures that:
- the resolutions and supporting documentation, if any, will be sufficiently detailed, comprehensive and specific to allow shareholders to understand and form a view on matters that are to be considered at the General Meeting;
- the registration deadline, if any, for shareholders to participate at the General Meeting will be set as closely to the date of the General Meeting as practically possible and permissible under the provision in the Bye-laws;
- the shareholders will have the opportunity to vote on each individual matter, including on each candidate nominated for election to the Company’s Board and Committees (if applicable); and
- the members of the Board, the chairman of the nomination committee and the auditor (where attendance is regarded as essential) will be present at the General Meeting.
Shareholders who cannot be present at the General Meeting will be given the opportunity to vote by proxy or to participate by using electronic means. The Company will in this respect:
- provide information on the procedure for attending by proxy in the notice;
- nominate a person who will be available to vote on behalf of shareholders as their proxy; and
- prepare a proxy form which will, insofar as this is possible, be formulated in such a manner that the shareholder can vote on each item that is to be addressed and vote for each of the candidates that are nominated for election.
Pursuant to common practice for Bermuda incorporated companies, the Company’s Bye-laws stipulate that the Chairman of the Board will chair the General Meeting unless otherwise agreed by a majority of those shares represented at the meeting. In this respect, the Company deviates from Section 6 of the Code. However, there will be routines to ensure that an independent person is available to chair the General Meeting or a particular agenda with regards to any matters related to the Chairman.
The minutes of the Annual General Meeting will be published on the Company’s website no later than three business days after the date of the meeting, and a printed version can be made available upon request.
The Company has a Nomination Committee appointed by the General Meeting with a Chairman elected by the General Meeting. The Nomination Committee is laid down in the Company’s Bye-laws with guidelines approved at the Annual General Meeting.
The Nomination Committee has the responsibility of proposing candidates for election to the Board and the Nomination Committee, and proposing remuneration to be paid to members of these bodies. The Nomination Committee is available for contact with shareholders and maintains regular contact with the Board and the Company’s Executive Personnel. As part of its work in proposing candidates for election to the Board and the Nomination Committee, the Nomination Committee will justify its recommendations for each candidate separately and strive to consult with relevant shareholders concerning proposals for appointment of candidates.
The members of the Nomination Committee have been selected to take into account a broad range of shareholder interests. In accordance with the recommendations of the Code, the Nomination Committee does not include the Company’s Chief Executive Officer or any other Executive Personnel of the Company. A majority (two of the three members) of the Company’s Nomination Committee are not members of the Board. Pursuant to the Nomination Committee guidelines, a member of the Board who is also a member of the Nomination Committee may offer himself for re-election to the Board. This represents a deviation from Section 7 of the Code.
The Company believes that this arrangement works well in practice as, both the Board and Nomination Committee comprise a majority of independent members who vote independently, as shareholders have full access to the Nomination Committee, and as it is believed that there are benefits in having a common representative across both groups who can give insight to the Nomination Committee on board dynamics.
An up-to-date composition of the Nomination Committee is available on the Company’s website and the Company will provide shareholders with any deadlines for submitting proposals for candidates to the Nomination Committee.
Board of Directors: Composition and Independence
The composition of the Board represents a broad cross-section of the Company’s shareholders, which ensures that they can meet the Company’s need for expertise, capacity, diversity and independence. In the period from 1 January 2020 to 20 May 2020, Mr Onarheim acted as the Company’s CEO while serving as a member of the Board. This represents a deviation from the Code that the Board should not include Executive Personnel. Following the AGM on 20 May 2020, Mr Onarheim stepped down from the Board and continued as the Company’s CEO. Accordingly, the Board currently consists of five members, who continue to work together as a team to exercise proper supervision on the management of the Company. The majority (four of the five members) are independent of the Company’s largest shareholder, the Executive Personnel, and material business connections of the Company. The Board currently does not include any Executive Personnel. The general meeting elects the chairman of the Board.
Members of the Board will serve for a term of two years, after which they would be re-evaluated before being considered for re-election. The value of continuity will be balanced against the need for renewal and independence. Where a member of the Board has served for a prolonged continuous period, consideration will be given as to whether the individual Board member in question is still considered independent of the Company’s Executive Personnel.
Up-to-date information of the Board, the expertise of the Board members and the members which are considered independent is available on the Company’s website and in the Annual Report.
Members of the Board are welcome to own shares in the Company.
The Company does not deviate from Section 8 of the Code.
The Work of the Board of Directors
The Board is ultimately responsible for the management of the Company and for supervising its day-to-day management. The duties and tasks of the Board are detailed in the Company’s Bye-laws. The Board has issued instructions for its own work as well as for the Executive Personnel with particular emphasis on clear internal allocation of responsibilities and duties. This Report and the instructions issued by the Board is based on the view that all decisions of unusual character or major importance rests with the Board, and the authority given to the CEO and other Executive Personnel is not considered to be of unusual character or major importance by the Company.
The Company has put in place guidelines which require the Directors and Officers of the Company and Executive Personnel to notify the Board if they directly or indirectly have a material interest in any transaction carried out by the Company. Members of the Board of Directors and Executive Personnel cannot consider items in which they have a special and prominent interest so that such items can be considered in an unbiased and satisfactory way. In order to conduct its work, the Board each year fixes in advance a number of regular scheduled meetings for the following calendar year, although additional meetings may be called by the Chairman. The directors will normally meet in person but if so allowed by the Chairman, may participate in the meeting by means of electronic communications. Minutes in respect of the meetings of the Board are kept by the Company in Bermuda.
The Board has established an Audit Committee as a preparatory and advisory committee for the Board, consisting of two members, both of which are also members of the Board. Both members of the Audit Committee are independent.
The Board has also established a Remuneration Committee in order to ensure thorough and independent preparation of matters relating to compensation paid to the Executive Personnel. The Remuneration Committee consists of two members, both of which are also members of the Board, and one of the two members are not independent of the Company’s largest shareholder. This represents a deviation from Section 9 of the Code. Additionally, a Nomination Committee has been established, consisting of one Board member and two non-Board members. Details on the various board committees are available on the Company’s website.
The Board carries out an annual evaluation of its performance and expertise. The various Board Committees are also reviewed for their effectiveness in executing their responsibilities.
Risk Management and Internal Control
The Board ensures that the Company has sound internal control procedures and systems to manage its exposure to risks related to the conduct of the Company’s business, to support the quality of its financial reporting, and to ensure compliance with laws and regulations. Such procedures and systems will contribute to securing shareholders’ investment and the Company’s assets and creating value for stakeholders.
Management and internal control is based on Company-wide policies and internal guidelines in addition to implementation and follow–up of a risk assessment process. The Company’s risk management system is central to the Company’s internal controls and ensures that the guidelines for integrating considerations related to stakeholders into its creation of value are known and adhered to.
The Board carries out an annual review of the Company’s most important areas of exposure to risk and its internal control arrangements, and an annual supervisory plan for internal audit work is approved by the Audit Committee. The internal auditor is independent from the Executive Personnel and reports directly to the Audit Committee. The Audit Committee follows up on internal controls in connection with quarterly reviews of the Group’s financial reporting.
The Company does not deviate from Section 10 of the Code.
Remuneration of Executive Personnel
The Board has established guidelines that set out the main principles applied in determining the salary and other remuneration of the Executive Personnel. The Guidelines for Executive Remuneration are communicated at the Annual General Meeting and are also made available on the Company’s website. Any change in these guidelines will be formally communicated at the Annual General Meeting and updated on the website. Since the Guidelines for Executive Remuneration is not a requirement under Bermuda law, the Annual General Meeting has not voted over the guidelines and this represents a deviation from Section 12 of the Code.
Remuneration of the Executive Personnel is reviewed annually and approved by the Board based on recommendations by the Remuneration Committee. The Remuneration Committee considers the performance of the Executive Personnel and gathers information from comparable companies before making its recommendation to the Board. Such recommendation aims to ensure convergence of the financial interests of the Executive Personnel and the shareholders. Performance-related remuneration to Executive Personnel are not subject to an absolute limit. This represents a deviation from Section 12 of the Code.
Details of Executive Personnel’s remuneration and any share option programs can be found in the Company’s Consolidated Financial Statements.
Information and Communications
The Company is committed to provide information in a manner that contributes to establishing and maintaining confidence with important interest groups and stakeholders. The information shall be based upon openness and equal treatment of all shareholders. A precondition for the share value to reflect the underlying values in the Company is that all relevant information is disclosed to the market. Based on this and subject to applicable laws and regulations, the Company will keep the shareholders informed about profit developments, prospects and other relevant factors for their analysis of the Company’s position and value.
The Company publishes an updated financial calendar with dates for important events such as the Annual General Meeting, publishing of interim reports, public presentations and payment of dividends (if applicable) on the Company’s website.
Public investor presentations are arranged in connection with submission of annual and quarterly results for the Company. The presentations are also available on the Company’s website. Furthermore, continuous dialogue is held with, and presentations are given to analysts and investors, ensuring that at all times, existing and prospective investors have
symmetrical access to share-price sensitive information.
Shareholders may contact the Company’s investor relations contact at email@example.com.
The Company does not deviate from Section 13 of the Code.
In the event of a take-over process, which shall be decided by the General Meeting, the Board will act in accordance with the following principles:
- the Board will ensure that the offer is made to all shareholders, and on the same terms;
- the Board will ensure that the shareholders have sufficient information and time to assess the offer;
- the Board will not undertake any actions intended to give any shareholder or others an unreasonable advantage at the expense of other shareholders or the Company;
- the Board will strive to be completely open about the take-over situation;
- the Board will not attempt to prevent or impede the take-over bid unless this has been decided by the shareholders in a General Meeting in accordance with applicable law;
- the Board will not institute measures which have the intention of protecting the personal interests of its members at the expense of the interests of the shareholders;
- the Board will ensure that the values and interests of all shareholders are safeguarded and that the Company’s activities are not unnecessarily interrupted.
If an offer is made for the Company’s shares, the Board will issue a statement evaluating the offer and making a recommendation as to whether shareholders should or should not accept the offer. If the Board finds itself unable to give a recommendation to the shareholders on whether to accept the offer, it will explain the reasons for this. The Board’s statement on a bid will make it clear whether the views expressed are unanimous, and if this is not the case, it will explain the reasons why specific members of the Board have excluded themselves from the statement.
The Board will consider whether to arrange a valuation from an independent expert. If any director, or close associates of such director, or anyone who has recently held a position but has ceased to hold such a position as a director, is either the bidder or has a particular personal interest in the bid, the Board will arrange an independent valuation. This will also apply if the bidder is a major shareholder. Any such valuation will either be enclosed with the Board’s statement, reproduced or referred to in the statement.
The Company does not deviate from Section 14 of the Code.
The Company’s auditor is appointed by the Annual General Meeting of the Company and is responsible for the audit of the Consolidated Financial Statements of the Company.
The Auditor participates in the Audit Committee’s review and discussion of the annual accounts and quarterly interim accounts. In these meetings, the Audit Committee is informed of the annual and quarterly accounts and issues of special interest. Further, the Auditor reviews for key aspects of the audit, any material changes in the Company’s accounting principles, comments on any material estimated accounting figures and reports on all material matters on which there has been disagreement between the Auditor and the Executive Personnel of the Company.
The Board and the Audit Committee will at least once a year review the Company’s internal control procedures relating to its financial reporting process, including weaknesses identified by the Auditor and proposals for improvement, together with the Auditor.
The Board holds a meeting with the Auditor at least once a year at which no representative of the Executive Personnel is present. The Board also determines the right of the Executive Personnel to use the Auditor for purposes other than auditing. The Auditor confirms his independence in writing to the Audit Committee annually.
The Company does not deviate from Section 15 of the Code.