Corporate Governance at MIS is based on our corporate values and ethical guidelines which focus on efficient management, openness, equal treatment of all shareholder interests, and a controlled and profitable development of the company. This section provides an overview of MIS’ governing structures, and the control mechanisms which help to ensure that the business is run in a justifiable and profitable manner to benefit employees, shareholders and society. The detailed Corporate Governance report can be found in the company’s annual report under the ‘Reports and Accounts’ section of the site.
Norwegian Code of Practice for Corporate Governance ("the Code")
MIS, a company registered in Panama but listed on the Oslo Stock Exchange (Oslo Børs), complies with the Code. As it is not a Norwegian company many elements of Norwegian Company law are not applicable. Any material deviations from the Code are explained below.
Introduction
Maritime Industrial Services Co. Ltd. Inc. “MIS” is dedicated to maintaining high standards of corporate governance. This section summarises the key principles of corporate governance of MIS.
Dividend Policy
MIS will generally determine its dividend policy in order to provide an appropriate cash return to its shareholders, taking into account the level of retained profits and net equity in relation to the needs of its business, market conditions and the availability of cash and other sources of finance necessary for MIS to conduct its business in a responsible manner. Current market conditions are such that the company has recommended no dividend payment from its 2009 profit, in order to conserve cash and strengthen its balance sheet.
Equity Shares
MIS has one class of shares, all of which have equal rights. All MIS shares are freely negotiable and the Articles of Association place no restrictions on transferability or on voting rights. All shareholders shall be treated on an equal basis. The shareholders shall not be exposed to differential treatment that lacks a factual basis in MIS' and the shareholders' common interest.
The right of the Board of Directors ("the board") to acquire the company's own shares is conditional of such purchases being made in the market. The repurchase of own shares for subsequent cancellation will be carried out through the Oslo Børs.
Currently, there are no mandates to increase share capital or mandates to waive existing shareholders rights to subscribe for these shares.
Transactions with Close Associates
MIS has rules to ensure that directors and senior officers report to the board if they have a significant interest, directly or indirectly, in any agreement concluded by the company. No material transactions took place in 2009 between the company and its shareholders, directors, senior officers or the close associates of any of these.
Annual General Meeting
The Annual General Meeting (AGM) secures the participation of shareholders in the company's highest decision-making body. The company's Articles of Association are adopted by the general meeting. All shareholders are entitled to submit matters for inclusion on the agenda of a general meeting, as well as to attend, speak at and vote at the meeting.
MIS calls the meeting and sends resolutions and meeting information (including any recommendations for nominations) prior to the AGM to all shareholders as well as posting it on the company’s website and on the Oslo Børs site.
The Company’s Articles require the AGM to be held no later than 30 June every year. Written notice of the meeting will be sent to all shareholders no later than two weeks before the actual meeting date through the Norwegian VPS.
The board seeks to facilitate the attendance of as many shareholders as possible and therefore sets the deadline for notification of attendance as close as possible to the meeting date. Shareholders wishing to attend the general meeting must notify the company of this intention before the deadline stipulated in the notice. Shareholders who are unable to attend are encouraged to use their right to appoint a proxy for voting on all agenda matters.
The board determines the agenda, with the main items as specified in Article 16 of the Articles of Association. The minutes are published as a stock exchange announcement and posted on the company's website.
The General Meeting elects the members of the Board of Directors, determines the remuneration of the members of the board of directors, approves the annual accounts and decides such other matters which by law or MIS’ Articles of Association are to be transacted at the General Meeting.
Composition and Independence of the board
The board comprises eight directors, who are elected by the shareholders for a term of two years. Staggering of the appointment dates helps to ensure continuity on the board by providing newly elected directors with a thorough briefing about the company's history, business, status and challenges. The board gives weight to avoiding conflicts of interest between directors, senior officers, their close associates and external players with whom the company collaborates. The board also seeks to ensure that directors and senior officers collectively possess both broad-based and in depth expertise relevant to the business pursued and to the different market segments served nationally and internationally. The board also comprises two directors in the alternate.
All but one of the directors are independent from the executive management of the company. At the 2009 AGM, the shareholders approved the appointment of the Chief Executive Officer (CEO), Mr Kevin Hudson, to the position of Managing Director, in recognition of his technical expertise and industry experience. Although this is not in accordance with the Code, the board believes that the large majority of non-executive board members is sufficient to prevent any conflict of interest.
Managing Director
1. The Managing Director is responsible for the day-to-day management of MIS. The Managing Director is responsible for ensuring that MIS' accounts are in accordance with existing Panama legislation and regulations and other relevant laws, and that the assets of MIS are soundly managed.
2. The Managing Director is appointed by the Board of Directors and reports to the Board of Directors.
Transferability All shares in MIS are freely transferable.
Equity MIS shall have a level of equity which is appropriate to its objectives, strategy and risk profile.
Information and Communication
The company has clear rules on internal and external communication, and has clearly defined which persons are authorised to speak to the external market on its behalf concerning financially sensitive issues that may affect the price of the company’s shares.
MIS presents preliminary annual accounts in early February. Complete accounts, the Directors' Report and the Annual Report are sent to shareholders and other stakeholders in May or June. Interim accounts are presented on a quarterly basis, in accordance with the financial calendar published on the company's website as well as on the Oslo Børs site at www.oslobors.no and in the Annual Report.