Corporate Governance
Odfjell strives to protect and enhance shareholders’ equity through long-term profitable business activities. Sound corporate governance is a central element of our strategy. The Company’s aim is to create sustainable values for shareholders and stakeholders alike. The Company is a SE (Societas Europea) company subject to Act no. 14 of 1 April 2005 relating to European companies, and is listed on the Oslo Stock Exchange and subject to Norwegian securities legislation and stock exchange regulations.
Corporate Governance in Odfjell
According to decision made by the Board, the Norwegian Code of Practice for Corporate Governance shall govern the Company’s activities. The framework for corporate governance is the Norwegian Code of Practice for Corporate Governance of 4 December 2007. The code builds on a “comply or explain” principle, which means that possible deviations from the code shall be explained. Odfjell’s shareholder structure, where the founder’s family controls more than 50% of the voting rights at the general shareholders’ meeting, is such that a portion of the code’s provisions are not implemented in full. Odfjell is committed to ethically responsible business practices, honesty, fair dealing and full compliance with all laws affecting our business. This includes adherence to high standards of corporate governance throughout the Group. Odfjell has developed its own corporate Code of Conduct, which focuses on good ethical behaviour in everyday business activities. All Odfjell employees are obliged to comply with our Code of Conduct.
Business
Article 1 of Odfjell’s Articles of Association states: The object of the Company is to engage in shipowning and related activities, including the transportation of freight on the Company’s own vessels or chartered vessels, the conclusion of freight contracts, co-ownership agreements and cooperation agreements, as well as taking part in share subscriptions and making partnership contributions, or in any other way establish or participating in other enterprises which may be significant to the development of the Company.
Equity and dividends
Equity:
Odfjell shall maintain an equity base deemed sufficient to support the Company’s objectives and strategy, and enough to withstand a prolonged period of adverse conditions in our markets. The target is that the equity shall remain between 30 and 35% of total assets.
Dividend policy:
Odfjell aims at providing competitive long-term return on the investments for its shareholders. The Company emphasises an investor friendly dividend policy based upon financial performance, current capital expenditure programmes and tax positions. The goal is to be able to provide for semi-annual dividend payments.
Equal treatment of shareholders and transactions with close associates
Class of shares:
Odfjell has two classes of shares. The A-shares each carry one vote at the Company’s general meetings. Owners of B-shares have no voting rights. In all other respects, the two classes of shares have equal rights. The shares are registered with the Norwegian Registry of Securities.
Trading in treasury shares:
Treasury shares are acquired in the market, and all transactions are reported to the Oslo Stock Exchange.
Transactions with related parties:
Certain transactions are entered into with related parties. Such transactions are carried out as part of the ordinary course of business; at commercially reasonable market terms.
Guidelines for directors and corporate management:
The Board has established a policy in respect of stock trading. The policy is in line with the Guidelines for Insiders issued by the Oslo Stock Exchange and applies to all members of the Board, the President/CEO, the Senior Management and other employees who in connection with their work may gain access to price sensitive and non-public information.
Freely negotiable shares
The shares are freely negotiable. The Articles of Association place no restrictions on negotiability.
General meetings
The Board is responsible for calling both the Annual and Extraordinary General Meetings. The Annual General Meeting is held in May each year, and 14 days written notice is given. A notice is also published on the Oslo Stock Exchange and on the Company’s website at least 21 days in advance. Shareholders who wish to attend the General Meeting must notify the Company no later than five days before the General Meeting. It is possible to register for the Annual General Meeting by mail and telefax.
The Notices shall provide sufficient information on all matters to be considered at the General Meeting, voting instructions and opportunity to vote by proxy. Matters at the General Meeting are restricted to those set forth in the agenda.
Each A-share carries one vote. All resolutions are adopted by simple majority vote unless otherwise decided.
Representatives of the Board and the auditor participate in the Annual General Meeting. Management is represented by the President /CEO and the Chief Financial Officer. The Chairman of the Board chairs the Annual General Meeting. Minutes of General Annual Meetings are made available on this website.
The financial calendar is published to Oslo Stock Exchange on www.odfjell.com and in the Annual Report, and also registered with the Oslo Stock Exchange.
The following matters shall be the business of the Annual General Meeting:
- adoption of annual accounts and the balance sheet
- application of the year’s profit or coverage of the year’s
loss in accordance with the adopted balance sheet, and the
declaration of dividend
- adoption of the remuneration of the Board of Directors
- statement on salary and other benefits to the Management.
Issues which shareholders want considered at a General Meeting, must be submitted in writing to the Board in time to be included in the notice of the General Meeting. Extraordinary General Meetings may be called in accordance with the provision of the Limited Liability Companies Act.
Corporate Assembly and Board of Directors
The Company has no Corporate Assembly. The Annual General Meeting elects the Board. The interests of the employees are being met by an agreement between the employees and Odfjell for the involvement of employees. The employees have established a permanent body; an Employee Representatives Body (ERB), in order to attend to the employees’ rights and obligations with regards to certain matters. The ERB consists of up to six representatives from our tank terminal in Rotterdam, the head office in Bergen and the Officers’ Council. The scope of information and consulting procedures shall be on transnational issues, which concerns the group of employees either in the Company or in one or more of the subsidiaries.
Additionally, employee involvement is secured by various committees and councils at corporate level and in most subsidiaries abroad, in which management and representatives from the employees, both onshore and seafarers, meet to discuss relevant issues.
According to the Articles of Association the Company shall have a Board consisting of a minimum of five and a maximum of seven members. The members are elected by the shareholders at the Annual General Meeting.
Bernt Daniel Odfjell is the current Chairman of the Board. The Chairman has been delegated additional tasks by the Board, and consequently acts as Executive Chairman. Bernt Daniel Odfjell represents the Odfjell family, the largest shareholder of Odfjell SE. Board member Ilias A. Iliopoulos represents Chemlog Holdings Ltd., the second largest shareholder. Terje Storeng, Marianna Moschou and Irene Waage Basili are independent Board members. Great caution is taken to avoid any conflict of interest concering issues with related parties. In this connection the independent Board members represent valuable external viewpoints.
Information and communication
Odfjell presents preliminary annual accounts by early February. The complete accounts, the Directors’Report and the Annual Report are sent to shareholders and other stakeholders late March. Odfjell presents its accounts on a quarterly basis. The Financial Calendar is published via the Oslo Stock Exchange, on the corporate website and in the Annual Report. All shareholders are treated equally with regard to information.
Open investor presentations are conducted at least two times per year in connection with Odfjell’s Quarterly Reports. The President/CEO reviews and comments results on markets and prospects. Odfjell’s CFO also participates in these presentations. The presentations of the Annual and Quarterly Reports are published on the Oslo Stock Exchange and posted on the corporate website at the same time as they are presented. The annual and mid-year results are presented in a live presentation in Oslo or Bergen, whereas reports from first and third quarters are made available through webcasts. Odfjell also maintains an ongoing dialog with, and make presentations for certain analysts and investors. Care is taken to maintain an impartial submittance of information when dealing with shareholders and analysts.
Take-overs
There are no defence mechanisms against take-over bids in Ofjell's Articles of Association, nor have other measures been implemented to limit opportunities to acquire shares in the Company.
Auditor
In order to secure consistency in control and audits of the Group, Odfjell generally uses the same audit firm for all subsidiaries worldwide, and has hired Ernst & Young as the Company’s independent auditor.