Corporate governance

Höegh Autoliners Holdings AS owns directly and indirectly companies in several jurisdictions. Distribution of authorities, roles and responsibilities are managed through the Corporate Governance Policies for Höegh Autoliners Holdings AS which defines corporate governance principles for the company, i.e. the governing mechanisms between the owners (shareholders), the board of directors and the management.

The 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, duly considering complementary qualifications.

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 financial 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 with fixed information and decision points. The board of directors makes major decisions and establishes and defines authorities and to what extent decisions will be resolved by the business unit, the president or the board of directors as outlined in the company's decision guides.

Board committees
Three board committees are 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, 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.

Auditor
The auditor is appointed at the general meeting and has the duty to audit the company’s financial reporting. Höegh Autoliners Holdings AS’ auditor is currently Ernst & Young. In order to safeguard the board of directors’ access and control of the auditor’s work, the auditor meets with the Audit Committee.

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

Corporate structure
Höegh Autoliners Holdings AS is the parent company of the car carrier (Ro/Ro) 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.

Höegh Autoliners AS is a fully integrated Ro/Ro entity. The company has a number of subsidiaries supporting the commercial activities worldwide.

Höegh Fleet Services AS (HFS) is a wholly owned subsidiary of Höegh Autoliners Management AS, responsible for the ship management (technical management and crewing) of the group's owned vessels. HFS sources crews through its subsidiaries in the Philippines, Croatia and China.

Höegh Autoliners Shipping AS is a shipowning subsidiary of Höegh Autoliners Management under Norwegian shipping tax regulations. The company is the main ship-owning entity in the structure.