The BW LPG Shareholder Democracy Policy outlines the standards and guidelines for BW LPG Ltd (the “Company”) shareholders in terms of voting rights that are associated with share ownership.
The composition of the Board of Directors (the “Board”) shall ensure that it can act independently(1) of any special interests. A majority of the shareholder-elected members of the Board must be independent of the Company’s executive personnel and material business connections of the Company. In addition, at least two of the members of the Board must be independent of the Company’s major(2) shareholder(s).
The Board shall ensure that as many shareholders as possible may exercise their voting rights in the Company’s general meetings and that the general meetings are an effective forum for the views of shareholders and the Board. In order to facilitate this:
- The notice and the supporting documents and information on the resolutions to be considered at the general meeting shall be available on the Company’s website (https://www.bwlpg.com) and on Oslo Børs’ website (https://newsweb.oslobors.no/) within the prescribed period stated in the Company’s bye-laws.
- The resolutions and supporting documentation, if any, shall be sufficiently detailed and comprehensive to allow shareholders to understand and form a view on matters that are to be considered at the meeting.
- The registration deadline, if any, for shareholders to participate at the general meeting shall be set as closely to the date of the general meeting as practically possible and permissible under the provision in the Company’s bye-laws.
- The Board and the person who chairs the general meeting shall ensure that the shareholders have the opportunity to vote separately on each candidate nominated for election to the Company’s Board and committees (if applicable).
- The Company recommends that the members of the Board and the leader of the nomination committee attend the general meeting, and the external auditor shall participate in the general meeting if the matters at hand requires such participation
In accordance with the common practice for Bermuda incorporated companies, the bye-laws of the Company stipulate that the Chairman of the Board shall chair the general meetings in which he is present unless otherwise resolved by the general meeting. However, there shall be routines to ensure that an independent person is available to chair the general meeting or a particular agenda with regard to any individual matters related to the Chairman of the Board or in the absence of the Chairman of the Board.
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 shall in this respect:
- Provide information on the procedure for attending by proxy.
- Nominate a person who will be available to vote on behalf of shareholders as their proxy.
- Prepare a proxy form, which shall, 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.
(1) Independence shall entail that there are no circumstances or relations that may be expected to be able to influence independent assessments of the person in question
(2) A major shareholder shall mean a shareholder that owns 10% or more of the Company’s common shares or votes