Governance

BW Offshore is committed to strong corporate governance and investor relations. Read the latest corporate governance report on page 17 in our 2024 Annual Report.
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Governance structure

BW Offshore has a well-developed corporate governance structure, and adheres to the Norwegian Corporate Governance Board (NUES) Code of Practice, last updated on 14 October 2021.

Annual general meeting

The annual general meeting will normally take place on or before 31 May each year.

The Board shall make efforts to ensure that as many shareholders as possible may exercise their voting rights in the company’s general meetings and that the general meetings are an effective forum for the views of shareholders and the Board.

Management & board

Marco Beenen
CEO
Born
-
1970
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Marco Beenen
CEO
Ståle Andreassen
CFO
Born
-
1975
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Ståle Andreassen
CFO
Anders S. Platou
CSO
Born
-
1975
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Anders S. Platou
CSO
Mona Rajoo
Chief Commercial Officer
Born
-
1974
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Mona Rajoo
Chief Commercial Officer
Ming Yen Yip
General Counsel
Born
-
1978
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Ming Yen Yip
General Counsel
Mike McAreavey
Chief Technical Officer
Born
-
1970
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Mike McAreavey
Chief Technical Officer
Born
-
1971
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Andreas Sohmen-Pao
Chairman
Born
-
1970
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Rebekka Glasser Herlofsen
Director
Born
-
1954
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Maarten R. Scholten
Director
Born
-
1973
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René Kofod-Olsen
Director
Born
-
1966
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Kees van Seventer
Director

Nomination committee

The Nomination Committee is responsible for nominating candidates for election as directors, providing recommendations on the suitability of candidates as a director and to make recommendations for the remuneration of the directors. The Nomination Committee also proposes candidates for election to the Nomination Committee and proposes the remuneration to be paid to the members of the Nomination Committee. The Nomination Committee comprises Ms Elaine Yew Wen Suen, Mr Bjarte Bøe and Ms Alicia Yik Jie Ting as members.

All shareholders are entitled to propose candidates for the Board to the Nomination Committee. Proposals must be submitted to the Nomination Committee by 1 February each year in order to be taken into consideration at the the company’s AGM.

All proposals shall be sent by email to nomination.committee@bwoffshore.com

View the Guidelines for the Nomination Committee
Elaine Yew
Ms Elaine Yew Wen Suen is a Senior Partner in Egon Zehnder, one of the world’s largest executive search and talent strategy firm. Ms Yew’s focus is on CEO and C-suite succession planning, and board effectiveness and she also advises clients on CEO development, top team effectiveness, and organisational culture.

Before joining the firm, Ms Yew led an industry change program while at Global Freight Exchange, the world’s first Internet-based global marketplace for air cargo. Prior to that, she was Executive Director with Goldman Sachs in the European Equities Division and was a Consultant with Monitor Company. Ms Yew started her career with the Singapore Economic Development Board, helping Singapore companies develop their presence in Indochina and Myanmar in the early 1990s. She currently serves on the Board of Trustees of the National University of Singapore and chairs the Industry Advisory Board of NUS’ Centre for FutureReady Graduates. Ms Yew also serves on the Board of Governors of the Convent of the Holy Infant Jesus group of schools in Singapore, the Board of Workforce Singapore and the Advisory Board of Women’s Forum Singapore. Ms Yew is a member of the Asia Advisory Board of Allianz and sits on the board of The Majurity Trust and chairs the Tangent Initiative.

Ms Yew has a BA with Honours in English and Drama from the University of Kent and an MBA from INSEAD in Fontainebleau, France.

Born: 1967
Bjarte Bøe
Mr Bjarte Bøe has over thirty years of experience in the finance industry. He currently serves as a Director of Hermitage Offshore, a NYSE listed company and Agera Venture, a Norwegian venture capital company.

Mr Bøe is a member of the Nomination Committee of BW Offshore Limited and Chairman of the Investment Committee at SEB Venture Capital, a subsidiary of Skandinaviska Enskilda Banken AB (publ), or SEB, a Nordic financial services group, where from 1995 to June 2019, he held a range of management positions. He most recently served as Head of Shipping and Offshore Finance at SEB, and was Global Head of Investment Banking at SEB Stockholm between 2012 and 2016. Mr Bøe previously held various other bank related management positions at Christiania Bank between 1986 and 1995, a Norwegian bank that later merged with MeritaNordbanken to become Nordea, and was a shipbroker at R.S. Platou between 1983 and 1986.

Mr Bøe has an MBA from the Norwegian School of Economics and Business Administration, graduated in 1983.

Born: 1957
Alicia Yik Jie Ting
Ms. Alicia Yik Jie Ting is COO for Altara Management, a company affiliated with BW Group Chairman Mr. Andreas Sohmen-Pao.  Previously, Ms. Yik was an Executive Director at J.P. Morgan Private Bank in Asia. Prior to that, she worked at Bank of America Merrill Lynch focusing on Strategy and Business Development.  Ms. Yik has more than 13 years of professional experience in the financial industry, and holds a Bachelor of Business Management degree in Finance and a Bachelor of Science degree in Economics from the Singapore Management University.

Born: 1988

Additional information

Audit committee

The Audit Committee is responsible for approving the Board’s annual review of the Company’s most important areas of exposure to risk and its internal control arrangements, as well as an annual supervisory plan for internal audit work.

The Audit Committee follows up on internal controls in connection with quarterly reviews of the Group’s financial reporting. At least once a year, the Board and the Audit Committee review the Company’s internal control procedures relating to its financial reporting process. The Audit Committee consists of Ms Rebekka Glasser Herlofsen (Chair) and Mr René Kofod-Olsen, both of whom are also members of the Board.

View the Terms of Reference for the Audit Committee

Technical and Commercial Committee

The Technical and Commercial Committee is responsible for reviewing commercial and technical matters of the Company’s operations, reviewing marketing and tender activities, and matters relating to the undertaking of any technology development and innovation projects, as well as management of risk and opportunities related to these activities. The Technical and Commercial Committee consists of Mr Kees van Seventer and Mr Maarten R. Scholten, both of whom are also members of the Board.

View the Guidelines for the Technical and Commercial Committee

Compensation Committee

The Compensation Committee ensures thorough and independent preparation of matters relating to compensation paid to the Executive Personnel. The Compensation Committee consists of Mr Andreas Sohmen-Pao (Chairman) and Mr Maarten R. Scholten, both of whom are also members of the Board.

View the Guidelines for the Compensation Committee

Corporate Governance

At BW Offshore, we conduct our business with high ethical standards and in compliance with relevant laws. We hold ourselves to high standards, and we expect the same from our external stakeholders and partners.

Read our more about Corporate Governance at BW Offshore here

Investor relations policy

It is in the interest of BW Offshore, as a public listed company, to effectively communicate with the financial community and other stakeholders in order to provide consistent and transparent information to ensure fair treatment of all stakeholders. The integrity of the capital markets is based on full and fair disclosure of information.

BW Offshore will maintain a reliable and open relationship with investors, and the company’s objective is to provide a higher return than alternative investments with a comparable risk profile. Return is measured on a total shareholder return basis, including both share price performance and dividend payments. Based on these value parameters, the BW Offshore share shall be an attractive investment opportunity.

All shareholders in BW Offshore have equal rights and the company treats all shareholders equally. The company has one share class and each share carries one vote at the company’s general meetings. BW Offshore is a Bermuda limited liability company listed on the Oslo Stock Exchange. The company is therefore obliged to comply with the Bermuda Companies Act, its Memorandum of Association and its Bye-laws, as well as the disclosure requirements of the Oslo Stock Exchange.

Certain aspects of the company’s activities are governed by Norwegian law pursuant to the Listing Agreement between the Oslo Stock Exchange and the company. In particular, the Norwegian Securities Trading Act and the Norwegian Stock Exchange Regulations will generally apply.

BW Offshore commits to good corporate governance and generally comply also with the Norwegian Code of Practice for Corporate Governance. Divergence from this code is clearly described in BW Offshore’s Corporate Governance Report, which is included in the Annual Report and available on the company’s website. BW Offshore is committed to providing timely, orderly, consistent and credible information. Information and communication are regulated by the company’s media policy and investor relation policy, and covers disclosures to the investment community, the press, industry consultants and other audiences. All investors have equal access to material information, and all information provided externally by the company shall be consistent with disclosures to the investment community.

During a period of two weeks before the planned release of an interim financial report, BW Offshore will not comment on matters related to the company’s financial performance or expectations, save for ordinary communication with analysts and investors on general aspects of the business.

BW Offshore maintains a list of primary insiders in the company, and will also maintain internal lists for insiders in cases sensitive to the stock prices.

The investor relations activities aims to ensure that:

  • The information it provides to the financial markets gives market players the best possible basis for establishing a precise picture of the company’s financial condition and factors which might affect its future value creation
  • The market price of BW Offshore’s shares reflects the fair value of the company
  • BW Offshore’s shares remain as liquid as possible, with low volatility
  • BW Offshores maintains access to capital markets on the most favourable possible terms
  • BW Offshore’s Board of Directors and executive management are adequately informed about developments in financial markets and about stakeholder views on the company’s position and development
Guidelines for the Nomination Committee

BW Offshore’s Board of Directors has a Nomination Committee. See the link below for the latest versions of relevant guidelines being used by the committee.

Guidelines for the Nomination Committee in BW Offshore

Guidelines on Executive Remuneration

See the link for the Guidelines on Executive Remuneration adopted by the company.

Guidelines on Executive Remuneration

Dividend policy

BW Offshore's policy concerning dividends is as follows;

'BW Offshore has an objective to generate competitive long-term total shareholder returns. This return will be achieved through growth and dividend payments. The company targets to pay dividends on a quarterly basis.

The Board of Directors will target a sustainable dividend level that can grow over time, taking into account the overall cash flow position and future capital requirements. In addition to paying a cash dividend, BW Offshore may also buy back shares as part of its plan to distribute capital to shareholders.'

BW Offshore's Approach to Tax

BW Offshore’s Tax Policy is based on its Tax Principles and is closely aligned to the Company’s business strategy.

Read our Tax Policy here.

See the latest version of BW Offshore's approach to tax, prepared in accordance with the requirements of the UK Finance Act 2016 here.

Directors' Obligations Under Section 172 of the UK Companies Act 2006

See the link for the latest version of the approach to Section 172 of the UK Companies Act 2006, prepared for BW Offshore Catcher (UK) Ltd.

Directors' Obligations Under Section 172 of the UK Companies Act 2006

Expectations Of Our Business Partners And Our Supplier Code Of Ethics And Business Conduct

A key focus of the Ethics and Business Conduct compliance management programme at BW Offshore is the assessment of external related parties who work for the various business units or are part of their value chain. All business partners (including country partners, agents acting on behalf of the company, and suppliers who provide goods and services) are assessed for: compliance with relevant laws and regulations; compliance with the principles and spirit of the BW Offshore Code of Ethics and Business Conduct (and the Guidelines); and any red flags that might indicate that use of the external party might have an adverse effect on BW Offshore’s reputation, as part of the Company’s ‘Supplier Qualification’ processes.

Our commitment to ‘Respect for the Individual, Human Rights and Ethical Employment Practices’ and our programme for Modern Slavery prevention is also reflected in the Qualification compliance assessment work.

The Corporate Integrity department performs the assessment of the vendors as part of the Qualification process, and may also request further information, perform in-person audits or mandate specific activities (such as certifications or trainings) to be completed by the supplier, as deemed necessary to manage the compliance risk the party might pose to BW Offshore. The company will not engage an external party if the compliance risk is deemed too high.

Visit the Vendor Information page for further information for Vendors.

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