Governance
Maintaining control & mitigating risk
Corporate Governance
The development, implementation and maintenance of good and well-functioning governance policies and practices are important to Hafnia.
All Hafnia’s governance policies and practices are created to be compliant with applicable laws and ethical standards. These policies are to be fair and in accordance with best market practice and reasonable expectations of shareholders, employees, customers, suppliers and other contracting parties, and the public in general.
Strong focus on corporate governance and aligned incentives
Corporate governance overview
Board and Management Presentation
Hafnia’s management team consists of seasoned executives who have an extensive network of strong relationships with major oil and gas companies, shipyards, global financial institutions and other key participants in the shipping industry. They have demonstrated their ability to manage the commercial, technical and financial aspects of Hafnia’s business, backed by years of senior level experience operating large and diverse fleets of energy transportation vessels, as well as other assets in the maritime space. Hafnia’s management is complemented by a Board of Directors with extensive collective international experience in shipping, energy and capital markets – as well as a broad range of complementary functional competencies.
The Board of Directors is responsible for the overall management of the company and may exercise all of the powers of the company not reserved to the Company’s shareholders by its bylaws or under Bermuda law.
The Board
Andreas Sohmen-Pao
Chairman
| Position: | Chairman |
|---|---|
| Gender: | Male |
| Nationality: | Austrian |
| Attendance: | 8 out of 8 |
Andreas Sohmen-Pao has held various positions within BW Group and its predecessor company World-Wide Shipping. Mr. Sohmen-Pao is currently Chairman of BW Group, BW LPG, BW Energy, Hafnia, Epic Gas and BW Offshore, and was previously Chief Executive Officer from September 2004 to March 2015. He is currently Chairman of Singapore Maritime Foundation and a non-executive director of Singapore’s National Parks Board. Mr. SohmenPao is also a trustee of the Lloyd’s Register Foundation. He has previously served as a non-executive director of The Hongkong and Shanghai Banking Corporation, the Maritime and Port Authority of Singapore, The London P&I Club, Sport Singapore and The Esplanade among others. Prior to joining BW, Mr. Sohmen-Pao worked at Goldman Sachs International in London. He was educated at Oxford University in England, graduating in 1993 with a double first class honors degree in Oriental Studies. Mr. Sohmen-Pao also holds an MBA with distinction from Harvard Business School. He is an Austrian citizen and resides in Singapore.
Erik Bartnes
Director
| Position: | Director |
|---|---|
| Gender: | Male |
| Nationality: | Norwegian |
| Attendance: | 8 out of 8 |
Erik Bartnes has focused on his private investments through his company Castel AS since 2010. Mr. Bartnes was the co-founder of Pareto AS and senior partner from 1988 to 2010, and Chairman of Pareto AS until April 2013 and has vast experience within project finance, corporate finance and asset management with focus on shipping and oil service sectors. Mr. Bartnes is one of the co-founders of the original Hafnia Tankers in 2010 and served as Executive Chairman until BW Group bought a majority stake in Hafnia Tankers in 2018. Currently, Mr. Bartnes serves as Chairman of Christiania Shipping A/S, Eclipse Drilling AS, Revier Invest AS, Pareto Invest AS, Svele AS and Johan Vinje AS. Mr. Bartnes is a Board Member of Pareto Forvaltning AS, Premium Maritime Fund AS, Thor Dahl Shipping AS and Ulstein Group AS. Previously, Mr. Bartnes served as a Board Member of Eitzen Chemical ASA, Viking Cruises Ltd, Nordic Tankers, Nordic Shipholding, Siva Shipping AS and Ugland Shipping AS. Mr Bartnes holds a LizRerPol degree from University of Fribourg in Switzerland. Mr. Bartnes is a Norwegian citizen and resides in Oslo.
Donald John Ridgway
Director
| Position: | Director |
|---|---|
| Gender: | Male |
| Nationality: | UK citizen |
| Attendance: | 7 out of 8 |
Donald John Ridgway has more than 45 years of experience working in all facets of the oil and gas shipping business, predominantly spent working for BP. In 2002, Mr. Ridgway was appointed COO (and Deputy CEO) of BP, and was promoted to CEO in 2008, before stepping down in the summer of 2015. Mr. Ridgway has substantial international experience, having been based in London, Singapore and the United States. Mr. Ridgway is a qualified Master Mariner, and has a Master degree from the Judge Institute, Cambridge University. Mr. Ridgway is a Chartered Marine Technologist and a Fellow of the Institute of Marine Engineering, Science and Technology. Mr. Ridgway was formerly Chairman of the Oil Companies International Marine Forum and the Marine Preservation Association LLC, President of the API Marine Committee, Director of a number of businesses and organisations including Britannia P&I Insurance Ltd., Alaska Tanker Company, ITOPF, and UK Chamber of Shipping and a Member of the Executive Advisory Board to the UN IMO World Maritime University. Mr. Ridgway is a UK citizen and resides in London.
Peter Graham Read
Director
| Position: | Director |
|---|---|
| Gender: | Male |
| Nationality: | UK citizen |
| Attendance: | 5 out of 8 |
Peter Read is currently the Non-Executive Chairman of Welbeck Publishing Group Limited. He is also a Non-executive Director and Chairman of the Audit Committees of QMM Holdings Limited and the Professional Cricketers Association. Mr. Read is also a Member of the Board and Chairman of the Audit and Motoring Committees of the Royal Automobile Club. In a career spanning 37 years at KPMG, Mr. Read was a Partner and Sector Chairman. He was lead Partner for a number of global businesses, was Chairman of the UK TMT Practice (Telecoms, Media, Technology) and EMA Chairman of the Global Japanese Practice from 2008 to 2013. Prior to this, he was Head of the TMT Practice (2003-2008), Head of Transaction Services, TMT Practice (1998-2003) and Head of the UK Shipping Practice (1996-2003). Mr. Read began his early career in general practice where he gained experience in audit, due diligence and financial reporting. Mr. Read graduated from Southampton University with a degree in Commerce and Accountancy. He is also a Fellow of the Institute of Chartered Accountants in England and Wales. Mr. Read is a UK citizen and resides in London and Sussex, England.
Ouma Sananikone
Director
| Position: | Director |
|---|---|
| Gender: | Female |
| Nationality: | UK/US citizen |
| Attendance: | 1 out of 1 |
Ouma Sananikone has extensive experience in finance, particularly investment management, covering all asset classes including private equity, infrastructure and real estate, having spent over 30 years in the industry at both executive and board levels. Ms. Sananikone is currently a Non-Executive Director of Innergex (Canada), Ivanhoe Cambridge (Canada), and Macquarie Infrastructure Corporation (U.S.). Ms. Sananikone was also Chairman of, among others, Smarte Carte (U.S.) and of EvolutionMedia (Australia) and recently retired from a Non-Executive Directorship of the Caisse de Depot et Placement de Quebec (Canada) after serving the maximum term of ten years. She also acted as an honorary Australian Financial Services fellow for the U.S. on behalf of the Australian government. Additionally, Ms. Sananikone has held various other senior positions, including, but not limited to, CEO of Aberdeen Asset Management (Australia), CEO of the EquitiLink Group (Australia, New Zealand, USA, Canada and UK) as well as founding Managing Director of BNP Investment Management (Australia). Ms. Sananikone has always been committed to the community, serving as a Board Director of a number of arts, education and charitable organisations, among them the United Nations High Commission for Refugees. Ms. Sananikone holds a BA (Economics and Political Sciences) from the Australian National University and a Master of Commerce (economics) from the University of New South Wales. She is a recipient of the Centenary Medal from the Australian Government for services to the Australian finance industry. Ms. Sananikone is a dual UK/U.S. citizen and resides in New York.
The Management
Mikael Øpstun Skov
Chief Executive Officer
| Position: | Chief Executive Officer |
|---|---|
| Gender: | Male |
| Nationality: | Danish |
Mikael Øpstun Skov is Chief Executive Officer of Hafnia, a role he assumed in 2019 after the merger between Hafnia Tankers and BW Tankers. Mr. Skov was the co-founder and CEO of Hafnia Tankers and has more than 35 years in the shipping industry. Prior to establishing Hafnia Tankers, Mr. Skov held various positions over his 25-year career at Torm A/S, of which the last two years he served as CEO. Mr. Skov is a Board Member of BLS Invest and Clipper Group Ltd. Mr. Skov is a Danish citizen and resides in Monaco.
Petrus Wouter Van Echtelt
Chief Financial Officer
| Position: | Chief Financial Officer |
|---|---|
| Gender: | Male |
| Nationality: | Dutch |
Perry Wouter Van Echtelt is Chief Financial Officer of Hafnia, a role he assumed in November 2017 and continued to hold after the merger between Hafnia Tankers and BW Tankers in January 2019. Mr. Van Echtelt has more than 20 years of experience in investment banking and ship finance. Prior to Hafnia, Mr. Van Echtelt was CFO of BW Tankers from 2017, a role he took after leaving ABN AMRO Bank as head of transportation and logistics Asia Pacific & Middle East. For 17 years, Mr. Van Echtelt held various positions in the corporate finance and capital markets group of ABN AMRO and its predecessors (MeesPierson and Fortis Bank). Prior to joining MeesPierson, he worked for Gilde Investments from 1998 until 2000. Mr. Van Echtelt has been involved in numerous M&A transactions, advisory mandates and debt and equity raising transactions across various industries including the shipping sector. Mr. Van Echtelt is a Dutch citizen and has resided in Singapore since 2013.
Audit Committee
In line with the recommendations set out in the Corporate Governance Code, the Company has established an Audit Committee comprising two Members, i.e. Peter Graham Read (Chairman) and Erik Bartnes (Committee Member). The Members of the Audit Committee are independent of the Company and Peter Graham Read has relevant qualifications within accounting and auditing. The Members of the Audit Committee will serve while they remain members of the Board of Directors, or until the Board of Directors decide otherwise or they wish to retire from their appointment as Members of the Audit Committee. The primary purpose of the Audit Committee is to act as a preparatory and advisory committee for the Board of Directors in monitoring the Group’s internal control of the risk management and financial reporting. This includes but is not limited to:
- All critical accounting policies and practices
- Quality, integrity and control of the Group’s financial statements and reports
- Compliance with legal and regulatory requirements
- Qualifications and independence of the external auditors
- Performance of the internal audit function and external auditors
The Audit Committee reports and makes recommendations to the Board of Directors, but the Board of Directors retains responsibility for implementing such recommendations.
Internal Audit
The internal audit department provides independent, objective assurance and consulting services designed to add value and improve Hafnia’s operations and ensure that the control environment is working effectively. It helps Hafnia to accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, controls, and governance processes.
The scope of internal auditing encompasses, but is not limited to, the examination and evaluation of the adequacy and effectiveness of Hafnia’s governance, risk management, and internal controls as well as the quality of performance in carrying out assigned responsibilities to achieve the organisation’s stated goals and objectives.
Where appropriate, independent internal or external technical specialists will be engaged to supplement the core team, and quality assurance and improvement practices. Internal auditors are expected to apply the care and skill expected of a prudent and competent auditor and considers the use of technology-based audit and other data analysis techniques in their work.
Authorisation Manual
Hafnia has established an authorisation manual that sets out, describes and defines roles and responsibilities in all aspects of the company’s business financials, including
- Governance & Senior Appointments
- Budgeting & Expenditure
- Financing & Financial Risk Management
- Public Relations, Media & Communication
- Legal & Liability Management
- HR
- Chartering
- Sales & Purchase of Vessels
- Bunkers & Agents
- Fleet
- Insurance
- IT
- The Pools
Remuneration and Nomination Committee
Hafnia has established a remuneration committee comprising two members, i.e. Andreas Sohmen-Pao (Chairman) and Erik Bartnes (Committee Member). The Members of the Remuneration Committee shall serve while they remain part of the Board of Directors, or until the Board of Directors decide otherwise or they wish to retire from their appointment as Members of the Remuneration Committee. Any remuneration to be paid to the members of the Remuneration Committee is to be decided at the annual general meeting.
The primary purpose of the remuneration committee is to assist the Board of Directors in discharging its duty relating to determining the management’s compensation. The Remuneration Committee shall report and make recommendations to the Board of Directors, but the Board of Directors retains responsibility for implementing such recommendations.
Hafnia intends to appoint a Nomination Committee at the 2020 annual general meeting of the Company. The Nomination Committee will be responsible for nominating candidates for the election as Members of the Board of Directors and as Chairman of the Board of Directors and for nominating members of the Nomination Committee, as well as making recommendations for remuneration of these persons.
