Corporate Governance

Corporate Governance

Nordic Shipholding is committed to maintaining a high standard of corporate governance, and the Board of Directors continuously reviews the framework and principles for the overall governance of the Company. The Company is in compliance with the majority of the recommendations given in the Recommendations for Corporate Governance as made public by Nasdaq Copenhagen.

Following is a brief description of the main deviations from the recommendations:

 

Composition of the Board of Directors

The Company’s Board does not consist of a majority of independent directors given that the Company has a controlling shareholder. Strong representation on the Board by its controlling shareholder is deemed important for the Company in light of its business plans and present financial position.

The Company’s Chief Executive Officer (‘CEO’) is also a member of the Board of Directors. Due to the nature of the Company’s operations as well as the Company’s slim organization, the Board of Directors has found it beneficial that the Company’s CEO is part of the Board of Directors. The CEO does not participate in board deliberations or decisions regarding the executive management.

 

Report on the Gender Distribution in Management, cf. Section 99b of the Danish Financial Statements Act

The current Board of Directors consists of four men. The Group’s vessels’ operations will cease following the sale of the remaining vessels, therefore, the Company does not have a long-term goal for the composition of its directors.

 

Board Committees

The Board of Directors does not find it necessary to establish other Board Committees, including an Audit Committee, Nomination Committee and Remuneration Committee, because of its shareholder structure and the nature of the Company’s activities. All Board members are equally involved in the review of financial and audit matters.

 

Assessment of the performance of the Board of Directors and management

The Board of Directors does not have a formalized assessment procedure upon which the performance and results of the Board of Directors and the individual Board members, including the chairman, are evaluated on a regular basis. Furthermore, there is no predefined clear criteria to evaluate the work and performance of the CEO. For the time being, the Company has not found it necessary to institute a formal predefined procedure given that internal reviews are being carried out on an on-going basis by the Board of Directors.

 

Whistle-blower

Besides the CEO, who is engaged through the Corporate Manager, the Company has only one employee, hence, the Company’s Board of Directors has not found it necessary to establish a whistle-blower policy. There is a whistle-blower hotline setup administrated at and by the individual service providers of the Group.