Corporate Governance

Corporate Governance

Höegh Autoliners Holdings AS owns directly and indirectly companies in several jurisdictions.

Distribution of authorities, roles and responsibilities is managed through the Corporate Governance Policies for Höegh Autoliners Holdings AS which define corporate governance principles for the company, i.e. the governing mechanisms between the owners (shareholders), the board of directors and the management.

The annual general meeting

The Company’s highest decision-making body is the annual general meeting. The general meeting resolves among others the approval of the Company’s annual report and financial statements, appoints the auditor and elects the board of directors. Proposed candidates are put forth at the annual general meeting for election and approval.

The Board of Directors

The board of directors consists of nine directors elected at the annual general meeting out of which six are nominated by the Höegh owners and three are nominated by A.P. Moller - Maersk A/S. Among its tasks, the board of directors establishes the group’s overall objectives and strategies, resolves budget and business plans, considers and approves financial statements and quarterly reports, monitors the financial development, establishes policies and resolves issues with strategic implications and material consequences. The work of the board is scheduled in an annual plan. The board of directors makes all major decisions and establishes and defines authorities and mandates and to what extent decisions will be resolved by the relevant business unit, the chief executive officer or the board of directors as outlined in the company's decision guide and delegation matrix.

Board committees

Three board committees have been established in order to increase the efficiency of the work of the board of directors. Members of the board of directors are appointed to the Executive Committee, the Audit Committee and the Governance and Compensation Committee. The committees' work is of a preparatory nature and does not imply any delegation of the board of directors’ legal responsibilities. The committees report to the board of directors about matters discussed and their recommendations are in the form of written minutes and verbal presentations at the board meetings. The committees' tasks are defined in the committee charters, which are reviewed annually. The board of directors may on a case by case basis delegate authority for the Executive Committee to resolve upon specific matters.

Auditor

The auditor is appointed by the general meeting and has the duty to audit the company’s financial reporting. Höegh Autoliners Holdings AS’ auditor is currently Pricewaterhouse Coopers (PwC). In order to safeguard the board of directors’ access and control of the auditor’s work, the auditor meets regularly with the Audit Committee and once a year with the full board.

Information and reporting

Höegh Autoliners Holdings AS has a policy of openness when reporting information to stakeholders. Periodical reports include quarterly reports, director’s report and annual financial statements. Main events are also reported through press releases and on the company's website.

Corporate structure

Höegh Autoliners Holdings AS is owned by two shareholders with Leif Höegh & Co. Holdings AS as majority shareholder (61.25 per cent) and A.P. Moller - Maersk A/S (38.75 per cent). 

Höegh Autoliners Holdings AS is the parent company of the car carrier and RoRo business in which results and accounts are consolidated.

Höegh Autoliners Management AS carries out the day-to-day management of the group under a management agreement with Höegh Autoliners Holdings AS. All Norwegian employees are employed by this entity.

Höegh Autoliners AS is a fully integrated RoRo entity. The company has a number of subsidiaries supporting the commercial activities worldwide. The company is the commercial entity that enters into all the customer contracts and issues the bill of ladings.

Höegh Fleet Services AS is a wholly owned subsidiary of Höegh Autoliners Management AS, responsible for crewing of the group's owned vessels. The company has crewing offices in the Philippines and China.

Höegh Autoliners Shipping AS is a shipowning subsidiary of Höegh Autoliners Management AS under Norwegian tonnage tax regulations. The company is the main shipowning entity in the structure and time charter contracts and shipping income is allocated to this company

Höegh Autoliners Shipping Pte is a shipowning subsidiary of Höegh Autoliners Holdings AS incorporated in Singapore. The company conducts its business under tonnage tax regime in Singapore.

Höegh Wallem Ship Management Pte Ltd is a 50/50 joint venture between Höegh Autoliners and Wallem Shipmanagement, performing shipmanagement on Höegh Autoliners' owned vessels.

Höegh Pension Fund

The Höegh Pension fund is organised as a joint pension fund and manages and administers pension funds for employees in Oslo:

- Höegh Autoliners Management AS (HM)

- Höegh LNG AS (HL)

- Höegh Capital Partners AS (HCPA)

- Höegh Eindomsselskap AS (HE)

- Höegh Capital Partners Services AS (HCPS) 

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