Distribution of authorities, roles and responsibilities is managed through the Corporate Governance Policies for Höegh Autoliners ASA 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 Company has established a nomination committee, consisting of three members elected at the annual general meeting. The board of directors has approved instructions applicable for the nomination committee’s work.
The Board of Directors
The board of directors consists of between six and twelve directors elected at the annual general meeting. 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 establishes and defines authorities and mandates, and to what extent decisions will be resolved by the relevant business unit, the CEO or the board of directors as outlined in the company's delegation matrix.
Two 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 Audit Committee and the Sustainability, 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 auditor is appointed by the general meeting and has the duty to audit the company’s financial reporting. Höegh Autoliners ASA’s 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 of directors.
Information and reporting
Höegh Autoliners ASA 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.
Höegh Autoliners ASA is a public limited liability company listed on Oslo Stock Exchange.
Höegh Autoliners ASA 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. 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 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. Ltd. is a shipowning subsidiary of Höegh Autoliners Management AS incorporated in Singapore. The company conducts its business under tonnage tax regime in Singapore.
Höegh Technical Management Holding Pte. Ltd., including its subsidiary Höegh Technical Management Inc. performs shipmanagement services on Höegh Autoliners' owned vessels.