Statutory report on corporate governance for TORM A/S for the financial year 2014 (regarding the Danish Financial Statement Act sec. 107b).

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1 STATUTORY REPORT ON CORPORATE GOVERNANCE Statutory report on corporate governance for TORM A/S for the financial year 2014 (regarding the Danish Financial Statement Act sec. 107b). This statement forms part of the Management s Report in the Annual Report 2014 for TORM A/S covering the period Recommendations for corporate governance in Denmark TORM A/S is subject to the Recommendations on Corporate Governance from May 2013, which are available on the Committee on Corporate Governance's website As a company listed on the stock exchange in Denmark, TORM A/S is required to report on its compliance with these recommendations according to the comply or explain principle. TORM A/S position on the individual recommendations is described in the following reporting form. The reporting form is not part of the auditors certificate in the Annual Report. 31 December 2014

2 / with the recommendation 1. Communication and interaction by the company with its investors and other stakeholders 1.1. Dialogue between company, shareholders and other stakeholders THE COMMITTEE RECOMMENDS that the board of directors ensure ongoing dialogue between the company and its shareholders in order for the shareholders to gain relevant insight into the company s potential and policies, and in order for the board of directors to be aware of the shareholders views, interests and opinions on the company. TORM aspires to maintain a consistent and distinctive dialogue with the potential and existing shareholders and analysts. Through open communication and the supply of relevant and consistent information to the equity market about TORM's financial and operating performance, TORM aims to ensure that the valuation of our stock accurately reflects TORM s situation and expectations. The prioritized communication channels are quarterly and annual financial reports and other stock exchange announcements. Other channels include regular capital market contact through presentations, investor meetings and teleconferences. The Board of Directors and Executive Management regularly discuss the market s expectations for TORM s results and receive regular feedback from investors. The main platform for updated information regarding the Company and the development of the business is On the website, the Annual Reports, quarterly statements, stock exchange announcements, Page 2 of 23

3 / with the recommendation investor presentations and newsletters are readily available for download or for automatic news updates, should stakeholders desire to subscribe to TORM s mailing list at THE COMMITTEE RECOMMENDS that the board of directors adopt policies on the company s relationship with its stakeholders, including shareholders and other investors, and that the board ensures that the interests of the shareholders are respected in accordance with company policies THE COMMITTEE RECOMMENDS that the company publish quarterly reports. Furthermore, the Annual General Meeting invites shareholders to engage in dialogue with the Company and express their views actively during the meeting. TORM not have one single policy covering stakeholder relations, but has chosen to integrate its stakeholder relationships into its set of core values, corporate and CSR strategies. TORM actively works to meet the needs of the investors and has published IR guidelines on the section of the website. The Board of Directors oversees the ongoing alignment and mutual respect between stakeholders and the Company. TORM publishes its quarterly reports on ( General meeting THE COMMITTEE RECOMMENDS that, when organising the company s general meeting, the board of directors plans the meeting to support active ownership. The Board of Directors and Executive Management encourage an active dialogue with the Company s shareholders. At the moment, TORM s Board of Directors considers physical presence to be preferable and consequently, it is not possible to participate in the Annual General Meeting electronically. Should technological or other Page 3 of 23

4 / with the recommendation THE COMMITTEE RECOMMENDS that proxies granted for the general meeting allow shareholders to consider each individual item on the agenda Takeover bids developments provide appropriate platforms for entirely or partially virtual meetings in the future, then such options will be conscientiously and comprehensively considered by the Board of Directors in connection with the approval of the Annual General Meeting notice. On the section, the templates for authorizing proxies are available for download. The proxies include each individual item of the agenda and the opportunity to vote for, against or abstain from for each individual item on the agenda THE COMMITTEE RECOMMENDS that the company set up contingency procedures in the event of takeover bids from the time that the board of directors has reason to believe that a takeover bid will be made. According to such contingency procedures, the board of directors should not without the acceptance of the general meeting, attempt to counter the takeover bid by making decisions which in reality prevent the shareholders from deciding on the takeover bid themselves. 2. Tasks and responsibilities of the board of directors According to the Rules of Procedure, the Board of Directors must act in the interests of the shareholders. TORM with the recommendation and has made a contingency plan, which reflects the recommendation and gives the shareholders the possibility to decide whether they wish to dispose of their shares in the Company at the conditions offered Overall tasks and responsibilities Page 4 of 23

5 / with the recommendation THE COMMITTEE RECOMMENDS that at least once a year the board of directors take a position on the matters related to the board s performance of its responsibilities THE COMMITTEE RECOMMENDS that at least once a year the board of directors take a position on the overall strategy of the company with a view to ensuring value creation in the company. The Board of Directors regularly and at least once a year addresses and ensures that the necessary qualifications and financial resources are in place for TORM to achieve its strategic goals. The Rules of Procedure for TORM s Board of Directors and the Executive Management as well as the annual meeting calendar serve the purpose of defining the Board of Directors most important tasks related to financial and managerial control of the Company. This includes how to supervise the work of the Executive Management. The Rules of Procedure for the Board of Directors and Executive Management as well as related corporate governance matters are reviewed at least annually. TORM currently operates on the basis of a plan setting the strategic direction in the short term. The paramount objective of the plan is to sustain value creation. The Board of Directors evaluates the adequacy of the strategy at least annually THE COMMITTEE RECOMMENDS that the board of directors ensure that the company has a capital and share structure ensuring that the strategy and long-term value creation of the company are in the best interest of the shareholders and the company, and that the board of directors presents this in the management commentary on the company s annual report and/or on the company s website. The Board of Directors of TORM assesses the Company's capital and share structures on a regular basis as outlined in the Rules of Procedure. The Board of Directors' evaluation is included in the Annual Report, and the Company is addressing the need to restructure TORM s capital structure THE COMMITTEE RECOMMENDS that the In complian- At least once a year, the Rules of Procedure for the Board of Directors Page 5 of 23

6 / with the recommendation board of directors annually review and approve guidelines for the executive board; this includes establishing requirements for the executive board on timely, accurate and adequate reporting to the board of directors THE COMMITTEE RECOMMENDS that at least once a year the board of directors discuss the composition of the executive board, as well as developments, risks and succession plans. ce and Executive Management are reviewed. Part of this involves guidelines which describe the requirements for the Executive Management s timely, accurate and adequate reporting to the Board of Directors as well as the communication between the two groups. TORM s Nomination Committee is responsible for assessing the composition, development, risk and succession plans for Executive Management at least annually THE COMMITTEE RECOMMENDS that once a year the board of directors discuss the company s activities to ensure relevant diversity at management levels, including setting specific goals and accounting for its objectives and progress made in achieving the objectives in the management commentary on the company s annual report and/or on the website of the company. TORM is a purely performance-based organization with objective performance evaluation processes that are enforced by Management and monitored by the Board of Directors. This is codified in TORM s Leadership Philosophy. TORM has an obligation to its customers, shareholders, employees, and other stakeholders to develop the Company s talent pool irrespective of attributes such as gender, religion, sexuality, nationality or ethnicity. TORM, along with other major Danish shipowners, has signed the Charter on more women on boards. In 2015, the Company will continue to focus its diversity efforts on encouraging and developing female talent. In terms of gender diversity globally as of December 2014, females constitute 44% of land-based employees (defined as non-managerial indi- Page 6 of 23

7 / with the recommendation vidual performers), 25% of middle management and 11% of top management (Vice presidents and above). TORM aims for females to constitute at least 25% of the Board of Directors by Corporate social responsibility With the enforcement of TORM s Leadership Philosophy and the planned sustained investments in diversity-enhancing measures, TORM expects that all things equal diversity will be increased within the Company The Committee recommends that the board of directors adopt policies on corporate social responsibility Chairman and vice-chairman of the board of directors TORM s CSR strategy is anchored in the Company s business strategy and its CSR policies encompass codes of ethics and conduct, environmental protection, personnel safety, health safety and quality management. TORM reports on Corporate Social Responsibility in alignment with the Act amending the Danish Financial Statements Act (Accounting for CSR in large businesses). Furthermore, TORM has joined UN Global Compact and adheres to the 10 principles THE COMMITTEE RECOMMENDS appointing a vice-chairman of the board of directors who will assume the responsibilities of the chairman in the event of the chairman s absence, and who will also act as TORM has appointed a Deputy Chairman. Page 7 of 23

8 / with the recommendation effective sparring partner for the chairman THE COMMITTEE RECOMMENDS ensuring that, if the board of directors, in exceptional cases, asks the chairman of the board of directors to perform special operating activities for the company, including briefly participating in the day-to-day management, a board resolution to that effect be passed to ensure that the board of directors maintains its independent, overall management and control function. Resolutions on the chairman s participation in day-to-day management and the expected duration hereof should be published in a company announcement. 3. Composition and organisation of the board of directors The Chairman has not been engaged to carry out special duties for TORM in If applicable, adequate measures, including issuing a stock exchange announcement, will be determined on a case-by-case basis Composition THE COMMITTEE RECOMMENDS that the board of directors annually accounts for the skills it must have to best perform its tasks, the composition of the board of directors, and the special skills of each member. The Board of Directors fully appreciates the importance of aligning the objective requirements for skills and competencies of the Board of Directors with the skill sets and aggregate competencies offered by its current members. s website and the Annual Report offer details about the professional experience and other skills for each Board member. The aggregate skills and competencies of the members of the Board of Directors as detailed in the Annual Report constitute the specification of required skills. Page 8 of 23

9 / with the recommendation THE COMMITTEE RECOMMENDS that the selection and nomination of candidates for the board of directors be carried out through a thoroughly transparent process approved by the overall board of directors. When assessing its composition and nominating new candidates, the board of directors must take into consideration the need for integration of new talent and diversity in relation to age, international experience and gender THE COMMITTEE RECOMMENDS that a description of the nominated candidates qualifications, including information about the candidates other executive functions, e.g. memberships in executive boards, boards of directors, and supervisory boards, including board committees in foreign enterprises, be accompanied by the notice convening the general meeting when election of members to the board of directors is on the agenda. Proposals for the nomination/replacement of Board members will be based on an analysis of the alignment between candidates skill sets and competencies and the requirements of the Board of Directors. The Annual Report includes a presentation of the Board of Directors including their special skills. The relevant and desired competency profiles of potential candidates for new Board members are discussed by the Board of Directors as part of the preparation for the Annual General Meeting. The need for integration of new talent and the need for diversity in relation to e.g. international experience, gender and age are taken into consideration. TORM s Nomination Committee has the responsibility for conducting the search in connection with selection and nomination of candidates to the Board of Directors. The CVs of each nominated candidate are distributed as part of the Annual General Meeting material. The CVs include relevant and special competencies of the candidates related to experience and engagement in executive functions. The number of independent Board members and their names are published in the Annual Report. The Annual Report also contains information about the criteria of independence for the new candidates. Page 9 of 23

10 / with the recommendation demanding organisational tasks, and information about whether candidates to the board of directors are considered independent THE COMMITTEE RECOMMENDS that the company s articles of association stipulate a retirement age for members of the board of directors THE COMMITTEE RECOMMENDS that members of the board of directors elected by the general meeting be up for election every year at the annual general meeting. 3.2 Independence of the board of directors Not in compliance At the 2012 Annual General Meeting, it was approved that the articles of association be amended to include a retirement age of 70. The date of birth of each member of the Board of Directors is listed in the Annual Report. In connection with the Extraordinary General Meeting in January 2013, the Company has introduced an election period of two years for the Board of Directors elected by the general meeting to ensure continuity in the Board. The current election period for the Board of Directors began in April THE COMMITTEE RECOMMENDS that at least half of the members of the board of directors elected by the general meeting be independent persons, in order for the board of directors to be able to act independently of special interests. To be considered independent, this person may not: At the end of 2014, the Board of Directors consisted of six members, of which four are elected at the AGM in April 2014 and independent. The remaining two members are elected by the employees. All shareholder elected board members are considered to be independent. be or within the past five years have been member of the executive board, or senior staff Page 10 of 23

11 / with the recommendation member in the company, a subsidiary undertaking or an associate, within the past five years, have received larger emoluments from the company/group, a subsidiary undertaking or an associate in another capacity than as member of the board of directors, represent the interests of a controlling shareholder, within the past year, have had significant business relations (e.g. personal or indirectly as partner or employee, shareholder, customer, supplier or member of the executive management in companies with corresponding connection) with the company, a subsidiary undertaking or an associate, be or within the past three years have been employed or partner at the external auditor, have been chief executive in a company holding cross-memberships with the company, have been member of the board of directors for more than 12 years, or have been close relatives with persons who are not considered independent Members of the board of directors and the number of other executive functions Page 11 of 23

12 / with the recommendation THE COMMITTEE RECOMMENDS that each member of the board of directors assesses the expected time commitment for each function in order that the member not take on more functions than he/she can manage satisfactorily for the company THE COMMITTEE RECOMMENDS that the management commentary, in addition to the provisions laid down by legislation, includes the following information about the members of the board of directors: the position of the relevant person, the age and gender of the relevant person, whether the member is considered independent, the date of appointment to the board of directors of the member, expiry of the current election period, other executive functions, e.g. memberships in executive boards, boards of directors, and supervisory boards, including board committees in foreign enterprises and demanding organisational tasks, and the number of shares, options, warrants and Each Board member of TORM is responsible for allocating sufficient time to fulfill his/her responsibilities towards the Company in a satisfactory way. The Annual Report contains the recommended information. Changes in shareholding by members of the Board of Directors will be evident by comparing successive Annual Reports, or by the required disclosures of trading in TORM shares by members of the Board of Directors. Page 12 of 23

13 / with the recommendation similar in the company, and other group companies of the company, owned by the member, as well as changes in the portfolio of the member of the securities mentioned which have occurred during the financial year Board committees THE COMMITTEE RECOMMENDS that the company publish the following on the company s website: the terms of reference of the board committees, the most important activities of the committees during the year, and the number of meetings held by each committee, and the names of the members of each committee, including the chairmen of the committees, as well as information on which members are independent members and which members have special qualifications THE COMMITTEE RECOMMENDS that a majority of the members of a board committee be independent. The Annual Report provides information regarding the number of meetings held by each committee as well as the names of the members of each committee, including the chairmen of the committees. Additionally it lists which members are independent and which members have special qualifications. The Governance section of TORM s website, lists important activities of the committees during the year, and it includes the charters of the Audit Committee, the Remuneration and the Nomination Committee. All members of the Audit Committee, the Remuneration and the Nomination Committee are independent. Page 13 of 23

14 / with the recommendation THE COMMITTEE RECOMMENDS that the board of directors set up a formal audit committee composed such that the chairman of the board of directors is not chairman of the audit committee, and between them, the members should possess such expertise and experience as to provide an updated insight into and experience in the financial, accounting and audit aspects of companies whose shares are admitted to trading on a regulated market THE COMMITTEE RECOMMENDS that, prior to the approval of the annual report and other financial reports, the audit committee monitors and reports to the board of directors about: TORM established its Audit Committee in The members of the Audit Committee are assessed to have the necessary qualifications and competences. The Chairman of the Board of Directors is not Chairman of the Committee. Prior to the approval of the Annual Report, the Audit Committee monitors and reports to the Board of Directors on the components of the recommendation. significant accounting policies, significant accounting estimates, related party transactions, and uncertainties and risks, including in relation to the outlook for the current year THE COMMITTEE RECOMMENDS that the audit committee: The Audit Committee assesses the need for an internal audit function on an annual basis. Based on TORM s size, complexity and its internal control environment, the Company has decided to defer the establishment of an internal audit Page 14 of 23

15 / with the recommendation annually assesses the need for an internal audit, and in such case, makes recommendations on selecting, appointing and removing the head of the internal audit function and on the budget of the internal audit function, and monitor the executive board s follow-up on the conclusions and recommendations of the internal audit function THE COMMITTEE RECOMMENDS that the board of directors establish a nomination committee chaired by the chairman of the board of directors with at least the following preparatory tasks: describe the qualifications required by the board of directors and the executive board, and for a specific membership, state the time expected to be spent on having to carry out the membership, as well as assess the competences, knowledge and experience of the two governing bodies combined, annually assess the structure, size, composition and results of the board of directors and the executive board, as well as recommend any changes to the board of directors, annually assess the competences, knowledge function until the need arises. The Board of Directors has established a Nomination Committee. In connection with Annual General Meeting in April 2014, the joint qualification and competences of the Board of Directors were evaluated and four new Board Members were elected by the General Meeting. The Chairmanship diligently reviews proposals, including those presented at the Annual General Meeting, from shareholders and other stakeholders regarding candidates for executive positions. Page 15 of 23

16 / with the recommendation and experience of the individual members of management, and report to the board of directors in this respect, consider proposals from relevant persons, including shareholders and members of the board of directors and the executive board for candidates for the board of directors and the executive board, and propose an action plan to the board of directors on the future composition of the board of directors, including proposals for specific changes THE COMMITTEE RECOMMENDS that the board of directors establish a remuneration committee with at least the following preparatory tasks: to recommend the remuneration policy (including the general guidelines for incentive-based remuneration) to the board of directors and the executive board for approval by the board of directors prior to approval by the general meeting, make proposals to the board of directors on remuneration for members of the board of directors and the executive board, as well as TORM has appointed a Remuneration Committee. The committee assists the Board of Directors by reviewing the performance and remuneration of the Executive Management as well as the Company s general remuneration policies. Page 16 of 23

17 / with the recommendation ensure that the remuneration is in compliance with the company s remuneration policy and the assessment of the performance of the persons concerned. The committee should have information about the total amount of remuneration that members of the board of directors and the executive board receive from other companies in the group, and recommend a remuneration policy applicable for the company in general THE COMMITTEE RECOMMENDS that the remuneration committee do not consult with the same external advisers as the executive board of the company Evaluation of the performance of the board of directors and the executive board The Remuneration Committee not consult with the same external advisers as Executive Management THE COMMITTEE RECOMMENDS that the board of directors establish an evaluation procedure where contributions and results of the board of directors and the individual members, as well as collaboration with the executive board are annually evaluated. Significant changes deriving from the evaluation should be included in the management commentary or on the company s website. Each year, the Board of Directors conducts a self-evaluation which addresses performance and achievements of the Board as a collective body and its individual members. Furthermore, the cooperation with Executive Management is evaluated at least once a year. The Chairman of the Board of Directors has the responsibility for the continuous evaluation of the Board of Directors. The Chairman also conducts the self-assessment in the Board of Directors. Page 17 of 23

18 / with the recommendation THE COMMITTEE RECOMMENDS that in connection with preparation of the general meeting, the board of directors consider whether the number of members is appropriate in relation to the requirements of the company. This should help ensure a constructive debate and an effective decision-making process in which all members are given the opportunity to participate actively THE COMMITTEE RECOMMENDS that at least once every year the board of directors evaluate the work and performance of the executive board in accordance with predefined clear criteria THE COMMITTEE RECOMMENDS that the executive board and the board of directors establish a procedure according to which their cooperation is evaluated annually through a formalized dialogue between the chairman of the board of directors and the chief executive officer and that the outcome of the evaluation be presented to the board of directors. 4. Remuneration of management Each year, the Board of Directors evaluates whether the number of members are adequate for maintaining a forum for constructive dialogue and for an effective decision-making process. Each year, the Board of Directors carries out a performance evaluation of Executive Management. On an annual basis, the cooperation between the Board of Directors and Executive Management is evaluated and discussed in conjunction with the evaluation of the Executive Management s performance Form and content of the remuneration policy THE COMMITTEE RECOMMENDS that the In complian- TORM has a remuneration policy for its Board of Directors and Executive Page 18 of 23

19 / with the recommendation board of directors prepare a clear and transparent remuneration policy for the board of directors and the executive board, including ce Management. The policy is available at ( under the overall guidelines. a detailed description of the components of the remuneration for members of the board of directors and the executive board, the reasons for choosing the individual components of the remuneration, and a description of the criteria on which the balance between the individual components of the remuneration is based. The remuneration policy should be approved by the general meeting and published on the company s website. The overall guidelines for the remuneration policy have been approved at the Annual General Meeting in April The remuneration policy includes all the remuneration components, including base salary, bonus and share-based remuneration of the Board of Directors and Executive Management. The remuneration policy includes line of reasoning for the remuneration components THE COMMITTEE RECOMMENDS that, if the remuneration policy includes variable components, limits be set on the variable components of the total remuneration package, a reasonable and balanced linkage be ensured between remuneration for governing body members, expected risks and the value The remuneration policy includes thresholds for each variable component of the remuneration. will be able to reclaim variable components of remuneration that were paid on the basis of data, which proved to be manifestly misstated. Page 19 of 23

20 / with the recommendation creation for shareholders in the short and long terms, there be clarity about performance criteria and measurability for award of variable components, there be criteria ensuring that qualifying periods for variable components in remuneration agreements are longer than one calendar year, and an agreement is made which, in exceptional cases, entitles the company to reclaim in full or in part variable components of remuneration that were paid on the basis of data, which proved to be misstated THE COMMITTEE RECOMMENDS that remuneration of members of the board of directors not include share options. The remuneration policy stipulates that the Board of Directors remuneration cannot include share or warrant programs THE COMMITTEE RECOMMENDS that if share-based remuneration is provided, such programs be established as roll-over programs, i.e. the options are granted periodically and should have a maturity of at least three years from the date of allocation. TORM has a share option program that was last allocated in The program can generally not be exercised until three years after the allocation THE COMMITTEE RECOMMENDS that In complian- not have agreements on termination payments Page 20 of 23

21 / with the recommendation agreements on termination payments should not amount to more than two years annual remuneration. ce where the amount exceeds two years annual remuneration Disclosure of the remuneration policy THE COMMITTEE RECOMMENDS that the company s remuneration policy and compliance with this policy be explained and justified annually in the chairman s statement at the company s general meeting. s remuneration policy and compliance with this policy is explained and justified annually in the Chairman s report at the Annual General Meeting THE COMMITTEE RECOMMENDS that the proposed remuneration for the board of directors for the current financial year be approved by the shareholders at the general meeting. The remuneration granted to the Board of Directors for the current financial year is approved at the Annual General Meeting THE COMMITTEE RECOMMENDS that the total remuneration granted to each member of the board of directors and the executive board by the company and other companies in the group, including information on the most important contents of retention and retirement/resignation schemes, be disclosed in the annual report and that the linkage with the remuneration policy be explained. The Annual Report provides an overview of the total remuneration granted to each individual member of the Board of Directors and Executive Management. Page 21 of 23

22 / with the recommendation 5. Financial reporting, risk management and audits 5.1. Identification of risks and transparency about other relevant information THE COMMITTEE RECOMMENDS that the board of directors in the management commentary review and account for the most important strategic and business-related risks, risks in connection with the financial reporting as well as for the company s risk management Whistleblower scheme THE COMMITTEE RECOMMENDS that the board of directors decide whether to establish a whistleblower scheme for expedient and confidential notification of possible or suspected wrongdoing Contact to auditor THE COMMITTEE RECOMMENDS that the board of directors ensure regular dialogue and exchange of information between the auditor and the board of directors, including that the board of directors and the audit committee at least once a year The assessment of material business risks is an integral part of the annual budget and strategy review process at TORM, based on a formalized Enterprise Risk Management (ERM) business process that involves Executive Management and the Board of Directors. Additionally, the business risks are a recurring part of the agenda for the Board of Directors meetings. The Audit Committee oversees the financial reporting risks and the internal risk management system. TORM established a whistleblower scheme in early The whistleblower scheme is accessible at ( The independent auditor participates in all Audit Committee meetings. Furthermore, the auditor meets with the Board of Directors at least once a year. The Chairman of the Board of Directors and the Chairman of the Audit Committee have a direct dialogue with the independent auditor excluding the Page 22 of 23

23 / with the recommendation meet with the auditor without the executive board present. This also applies to the internal auditor, if any THE COMMITTEE RECOMMENDS that the audit agreement and auditors fee be agreed between the board of directors and the auditor on the basis of a recommendation from the audit committee. presence of the Executive Management on a case-by-case basis The Board of Directors approves the election of independent auditor and the overall conditions for the audit engagement on which basis the Audit Committee is mandated to approve the audit engagement letter. Page 23 of 23

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