All relevant parties must be confident that the company is soundly operated and that the corporate governance is well defined, fit for purpose and carried out with integrity and independence.
Belships competitive edge hinges on stakeholders and prospective customers trust in the company’s integrity and ethical behavior. Board members, management and employees will therefore always strive to uphold and develop trust in the company. Belships’ values and ethical guidelines are intended to safeguard good corporate ethics.
The company’s business is shipping, purchase and sale of ships as well as participation in companies with similar objectives. The company is listed on the Oslo Stock Exchange and is for time being engaged in dry bulk, product tankers and technical operation of ships.
Share capital and dividends
Belships aims to maximize the price for the company’s share through an efficient and profitable management of the company’s resources. A competitive yield return is to be obtained through growth in the value of the company’s shares and the payment of dividends that are proportionate to the company’s results and prospects. When increasing share capital through the issue of new shares for cash payment, the company’s shareholders have a pre-emptive right of subscription.
The Board of Directors will propose private placements or the issue of shares as consideration in connection with investments only when this will safeguard the long-term interests of existing shareholders.
Until the coming General Meeting (GM), the Board of Directors is entitled to acquire on behalf of the company 200 000 own shares and to issue 2 000 000 new shares under conditions determined by the GM.
Equal rights for shareholders and transactions with related parties/ negotiability of shares
The company has only one class of shares and the company’s articles of association contain no limitations on voting rights. All shares carry equal rights and can be transferred freely.
In situations where the Board proposes that existing shareholders should waive their right to subscribe for shares, this will only be done where justified in light of the company’s and the shareholders’ interests. The justification shall be published in connection with the announcement of the increase in capital.
Belships provides limited management services to the company’s principal shareholder. These services are provided at market terms. Any material transactions with closely related parties follow from sections 3-8 and 3-9 of the Norwegian Limited Liability Companies Act, and the agreements are adopted by the GM on the basis of a report submitted to the GM beforehand. The option programs are adopted by special authorization from the GM.
The GM is the company’s supreme authority. The GM elects the Board of Directors and the auditor. Pursuant to the Limited Liability Companies Act, notice of GM must be sent to the shareholders no later than 21 days before the GM is to be held. The GM must be held by 30 June. Shareholders are registered in the Shareholders’ Register with address. All shareholders are entitled to attend the GM and must give notice of attendance two days before the meeting is held. The Board of Directors, the company’s management and the auditor attend GMs.
Election committee and audit committee
Considering the scope of the company’s operations, the Board of Directors considers it reasonable and appropriate that the company should only have one board committee: the audit committee. The committee is made up of Chris Rytter (Chairman), Kjersti Ringdal and Henrik von Platen.
Members of the Board of Directors represent, directly and indirectly, more than 50 per cent of the shareholdings in Belships ASA. For this reason, no election committee has been established. The Board of Directors fulfills this role itself, and the work to review candidates for the Board is handled by ad hoc committees of the Board and chaired by the Chairman.
Board of Directors – composition and independence
The Board shall consist of 3-7 members. The Board elects its chairman. Members may be re-elected every two years. Board appointments are communicated through the notice of GM and the members are elected by majority vote. The Board is made up of directors with broad experience and knowledge of the sector. Four directors are independent of day-to-day management. They have no commercial interests relating to Belships or its managing director.
The duties of the Board of Directors, risk management and internal control
The Board of Directors supervise the work of the administration. This means that the Board must review and approve strategies and follow up the implementation of the resolutions adopted.
Strategic decisions or decisions of material importance must be approved by the Board. The Board also appoints the managing director and determines his/her remuneration and the general framework for the Group’s wage level.
The Board has prepared rules of procedure for the managing director, which specify his responsibilities and the decisions that have to be approved by the Board. The Board’s duties comprise the review and supervision of the Group’s internal control procedures and risk management. The same applies to ensuring that the company’s integrity is safeguarded.
Focus is on ensuring that the Board functions as a team of independent members. The Board has also prepared rules of procedure for the Board’s audit committee, which is to support the Board in performing its duties relating to reporting, audit, internal control and overall risk management.
The Board has an overall responsibility for safety, security and the environment. Our subsidiary in Singapore, which is responsible for the technical operation of its own and other ships, concentrates in particular on these matters.
The Board of Directors meets at least six times a year and receives a monthly report on the company’s operations. In addition, the Board is currently consulted on or informed about matters of special importance.
Remuneration of directors
Remuneration of directors is approved by the company’s GM. The remuneration is granted at the end of the year of service. Directors have no options to buy shares in the company, nor do they receive compensation other than the Board fees. The company endeavors to grant directors a remuneration based on market terms.
Remuneration to officers
The Board prepares guidelines for the remuneration of officers, pursuant to the law, which are submitted to the GM. Remuneration to the managing director is approved by the Board of Directors on the Chairman’s recommendations.
In 2012 the company introduced a new bonus scheme that applies to all employees in Norway and will be effective as of 2013. The managing director has an option to purchase shares. Details concerning the remuneration of the company’s officers are provided in a separate note to the accounts.
Information and communication
The company keeps Oslo Stock Exchange, the stock market and shareholders fully updated through interim reports, annual reports and press releases on important events. The company also has a website, which is regularly updated.
Belships regards timely and accurate information as essential for obtaining a price for the share that will reflect the company’s underlying value and prospects.
The Board has not prepared any principles for how to act in the event of a take-over bid. If such a bid should be made, the Board considers it important that shareholders are treated equally and that the company’s operations are not unnecessarily disturbed. The Board’s actions will take this into account in such a situation.
The company’s auditor attends at least one Board meeting a year, normally in connection with the presentation of the annual accounts. In its meeting with the auditor, the Board of Directors focuses in particular on procedures relating to the company’s internal control as well as current accounting issues.
The Board and the auditor meet at least once a year without the managing director or other executives being present. The auditor also attends the company’s GM and has access to the company’s minutes of board and GMs. The Board reviews the auditor’s engagement on an annual basis.
The company’s auditor is Ernst & Young. Besides ordinary audits, Belships receives assistance from Ernst & Young in connection with accounting and taxissues within the field in which the auditor can assist under the rules of independence. The auditing and counseling fees appear from the notes to the accounts.
The company’s management meets the auditor regularly to discuss current tax and accounting issues.
The Board of Directors makes a running assessment of whether the audit is performed in a satisfactory manner.