Pursuant to an exception for foreign private issuers, we, as a Marshall Islands corporation, are not required to comply with the corporate governance practices followed by U.S. companies under the New York Stock Exchange, or NYSE listing standards.
We believe that our established practices in the area of corporate governance are in line with the spirit of the NYSE standards and provide adequate protection to our shareholders. In this respect, we have voluntarily adopted a number of NYSE required practices:
- Having a Majority of Independent Directors
The Board of Directors of the corporation, or the Board, comprises of eight directors, five of whom have been determined as independent under NYSE standards.
- Establishing Board Committees
The Board has established the following committees, comprised of independent directors, to assist the Board in discharging its responsibilities and to function more effectively:
- Audit Committee
- Nominating and Corporate Governance Committee
- Compensation Committee
- Regulatory and Compliance Committee
The Audit Committee Charter is attached here.
Adopting a Code of Ethics
Scorpio Tankers Inc.’s Code of Ethics establishes the values and principles approved by the Board for all of our employees, directors, officers and agents. Our Code of Ethics is attached here.
There are two significant differences between our corporate governance practices and the practices required by the NYSE, which are set forth below:
The NYSE requires that non-management directors meet regularly in executive sessions without management. The NYSE also requires that all independent directors meet in an executive session at least once a year. Marshall Islands law and our bylaws do not require our non-management directors to regularely hold executive sessions without management. Our non-management directors do meet in executive sessions without management and we report on the frequency of such sessions in our Annual Report.
- Corporate Governance Guidelines
The NYSE requires companies to adopt and disclose corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession and an annual performance evaluation. We are not required to adopt such guidelines under Marshall Islands law and we have not adopted such guidelines.
The Board has adopted a Whistleblower Policy and an Environmental Whistleblower Policy. They are available here and here.