The Company’s Board of Directors has on February 11, 2026, approved the Corporate Governance Policy as the Company’s policy for sound corporate governance in accordance with the Code of Practice. This statement is in compliance with the Corporate Governance Policy approved by the Board of Directors.
The Company is an SE company (Societas Europaea), subject to the Norwegian Act no. 14 of April 1, 2005 relating to European companies, as well as the Norwegian Public Limited Liability Companies Act. The Company is listed on the Oslo Stock Exchange, and thus subject to Norwegian securities legislation and stock exchange regulations.
The Norwegian Public Limited Liability Companies Act section 5-6 (4), requires that the Annual General Meeting approve the statement of Corporate Governance. Consequently, this report will be presented at the Annual General Meeting.
Odfjell SE follows the Norwegian Code of Practice for Corporate Governance.
A full description of the Code is available from the NUES website (https://nues.no/eierstyring-og-selskapsledelse-engelsk/).
The following sections explain how Odfjell SE has addressed the various 15 issues covered by the Code.
Odfjell SE has reviewed our reporting on Corporate Governance based on the latest Code of Practice for Corporate Governance. The company is fully compliant with the Code, except for section 5, regarding two classes of shares, and section 7, regarding members of the Nomination Committee.
The framework outlining the principles of equality and diversity within the Company is described in the Code of Conduct (most recently updated on 01 December 2022) and the Human Resources Mission and Policies (last updated on 02 August 2022).
Issues Covered by the Norwegian Code of Practice for Corporate Governance | Compliance to the code |
1 Implementation and Reporting of Corporate Governance Principles | Compliant |
2 Business | Compliant |
3 Equity and Dividends | Compliant |
4 Equal treatment of Shareholders and Transactions with Related Parties | Compliant |
5 Freely Negotiable Shares | Partially Compliant* |
6 General Meeting | Compliant |
7 Nomination Committee | Deviation** |
8 Corporate Assembly and Board of Directors: Composition and Independence | Compliant |
9 The Work of the Board of Directors | Compliant |
10 Risk Management and Internal Control | Compliant |
11 Remuneration of the Board of Directors | Compliant |
12 Remuneration of Executive Management | Compliant |
13 Information and Communications | Compliant |
14 Takeovers | Compliant |
15 Auditor | Compliant |
*/ Deviation from the Code: Odfjell has two classes of shares due to historical reasons
**/ Two of the members of the Nominations Committee are also members of the Company's Board of Directors
The framework for corporate governance, the Norwegian Code of Practice for Corporate Governance, was last updated 28 August 2025. The code can be found at nues.no. The Code is based on a principle of 'comply or explain', implying that eventual deviations from the Code shall be explained.
Odfjell is committed to ethical business practices, honesty, fair trading and compliance with all laws and regulations affecting our business. This includes adherence to high standards of corporate governance. The Board of Directors reviews, on an annual basis, the Company’s Corporate Governance Policy.
In addition to the Company’s Corporate Governance Policy, last updated 11 February 2026, Odfjell has a set of policies covering Environment, Social and Governance matters: Human Rights Policy, Corporate Safety and Health Policy, and Corporate Environmental Policy, and Anti-corruption Policy. The Company’s Corporate Governance Policy, Human Rights Policy, Corporate Safety and Health Policy, and Corporate Environmental Policy, Anti-corruption Policy, and Code of Conduct can all be found on the Company’s website. The statement below describes Odfjell's compliance with respect to each of the elements of the Norwegian Code of Practice for Corporate Governance, including explanations of any deviations.
Deviations from the Code: None.
Odfjell is a leading company in the global market for the transportation and storage of bulk liquid chemicals, acids, edible oils and other specialized products. Odfjell owns and operates chemical tankers in global and regional trades, as well as a joint venture network of tank terminals.
Article 3 of Odfjell's Articles of Association states: The object of the Company is to engage in shipping, ship agency, tank terminals, real estate, finance and trading activities, including the transportation of freight in the Company’s own vessels or chartered vessels, the conclusion of freight contracts, co-ownership agreements and cooperation agreements, ownership and operation of tank terminals, as well as investment and participation in other enterprises with a similar object and other activities related thereto.
The Articles of Association can be found on the Company’s website under the heading About/Our business/Corporate Policies, the Company’s sustainability reporting can be found under the heading 'Sustainability'. The Company's Mission Statement and strategy can be found in the Annual Report.
The Company's strategy is to maintain its position as a leading logistics service provider for customers across the world through the safe, sustainable and efficient operation of deep-sea and regional chemical tankers and tank terminals worldwide.
The sustainability of the company's strategies, objectives, and risk profiles is taken into consideration by the Board of Directors.
Deviations from the Code: None.
Odfjell shall maintain an equity base deemed sufficient to support the Company's objectives and strategy, and to be able to withstand a prolonged period of adverse market conditions. The normal target is that the equity ratio for the Group shall remain between 30% and 40% of total assets. The Group had book equity of USD 993 million as of December 31, 2025, corresponding to an equity ratio of 48.8 %.
There are currently no outstanding subscription rights as of December 31, 2023. The issuance of subscription rights must be approved by the General Meeting.
Odfjell aims to provide competitive, long-term returns on the investments for its shareholders. The Company embraces an investor-friendly dividend policy and seeks to make regular dividend payments at a sustainable level. The current dividend policy states that the company will pay out 50% of net income adjusted for extraordinary items. Other excess capital will be earmarked for extraordinary debt reductions, but may also be used for value creative investments, share buybacks and dividends. Dividends will be paid out semi-annually. The Board of Directors will propose to the General Meeting or decide on the timing and the final size of dividends, always contingent on the financial strength of the company.
The Board of Directors may be authorized by the General Meeting to pay dividends based on the annual accounts.
According to the Norwegian Code of Practice for Corporate Governance, mandates granted to the Board of Directors to increase the Company’s share capital, or purchase own shares, should be intended for a defined purpose. Mandates granted to the Board shall be limited in time to no later than the date of the next Annual General Meeting.
Power of Attorney to the Board of Directors to increase the share capital
The Board has not been assigned authority to issue new shares. Any such mandate must be approved by the General Meeting and shall be limited in time until the next Annual General Meeting.
The Annual General Meeting on 7 May 2025, resolved as follows:
In accordance with section 9-4 of the Public Limited Liability Companies Act, the Board of Odfjell SE is hereby authorized to acquire own shares, limited to 15,943,969 shares with a total nominal value of NOK 39,859,923, provided always that the company at any time cannot own more than 10% own shares.
The authorization is valid until the next Ordinary General Meeting, but in any case, not longer than until 30 June 2026.
The Board is free to decide the acquisition methods and the sale of own shares. Own shares can e.g. be acquired as compensation for own shares that have been sold. The minimum and maximum price that is payable for the shares acquired in accordance with this authorization is respectively NOK 2.50 and NOK 250.
If the Company`s share capital has been changed through a bonus issue, a share split or similar, the total nominal value and the minimum and maximum price shall be adjusted accordingly.
Both the Company and its subsidiaries may acquire shares in the Company.
Deviations from the Code: None.
Transactions in own shares
Any transactions carried out by the Company in own shares shall be conducted over the Oslo Stock Exchange, or at prevailing arm's length prices if carried out in any other way. Such transactions will be reported to the Oslo Stock Exchange and to the wider market through immediate stock exchange releases and press releases.
Deviations from the Code: None.
Class of shares
The Company’s share capital is NOK 199 299 615, divided between 60 463 624 class A-shares, each with a nominal value of NOK 2.50, and 19 256 222 class B-shares, each with a nominal value of NOK 2.50.
The Company’s shares shall be registered with the Norwegian Central Securities Depository (VPS).
Only holders of class A-shares shall have voting rights at Annual and Extraordinary General Meetings. In all other respects, the two classes of shares are equal, and have the same rights to dividends. In the event of issuance of bonus shares, holders of class A-shares shall be entitled to new class A-shares, and holders of class B-shares shall be entitled to new class B-shares, unless otherwise decided by the General Meeting.
The existence of two classes of shares is due to historical reasons. This is no longer a common practice on the Oslo Stock Exchange. The Company’s shares are listed on the Oslo Stock Exchange and are freely negotiable. There is no form of restriction or pre-emptive rights affecting negotiability included in the Company’s Articles of Association. The Board is not aware of any agreements that may secure any shareholder beneficial rights to own or trade shares at the expense of other shareholders. The shares are registered in the Norwegian Central Securities Depository (VPS).
A Primary Insider shall not, directly or indirectly, for its own or others' account, carry out any transaction in the Financial Instruments, later than 30 calendar days before the publication of the yearly and half yearly financial statements of the Company. This means that, during this trade prohibition period, Primary Insiders are prohibited from trading in financial instruments issued by and/or relevant to Odfjell, or by companies in the same group.
Deviation from the Code: Odfjell has two classes of shares due to historical reasons.
Articles 7 and 8 of the Company’s Articles of Association regulates the agenda of the Annual General Meeting, notice period and attendance.
The Board is responsible for convening both Annual and Extraordinary General Meetings. The Company shall arrange for the Annual General Meeting to be held within six months of the end of each financial year.
Extraordinary General Meetings may be called in accordance with the provision of the Norwegian Limited Liability Companies Act.
The General Meeting shall elect the Chair of the Meeting.
The Chair of the Board, representatives of the Board, the Nomination Committee, the Company's auditor, and representatives from the Management shall attend the Annual General Meeting. If the General Meeting is held as a physical meeting, the Chair of the Board and the Chief Executive Officer must be present at the physical meeting.
The Annual General Meeting represents an important venue for the Board to meet and discuss with shareholders face-to-face, and to decide on important issues such as dividend payments, election and re-election of Board Members and the appointment of the auditor.
The notice convening the meeting, and other documents regarding the General Meeting, shall be available on the Company's website no later than 21 days before the date of the General Meeting. The notice shall provide sufficient information on all resolutions to be considered by the General Meeting, voting instructions and how to vote by proxy.
When documents concerning matters that are to be considered by the General Meeting have been made available to the shareholders on the Company’s website, the requirement of the Norwegian Public Limited Liability Companies Act, that the documents shall be sent to shareholders, does not apply. This also applies to documents that are required by law to be included in, or enclosed with, the notice of the General Meeting. A shareholder may nonetheless ask to have documents sent that concern matters to be considered by the General Meeting. Shareholders who wish to attend the General Meeting must notify the Company no later than five days before the General Meeting. It is possible to register for the Annual General Meeting by mail or email.
Matters discussed at the General Meeting are restricted to those set forth in the agenda. The following matters shall be the business of the Annual General Meeting:
Adoption of the annual accounts and the Board of Directors’ report
Application of any profit for the year, or coverage of any loss for the year, in accordance with the adopted balance sheet, and the declaration of dividend
Election of members of the Board of Directors
Adoption of the remuneration of the Board of Directors
Any other matters that by law or pursuant to the Company’s Articles of Association or as stated in the notice of the Annual General Meeting
The Board, and the person that chairs the General Meeting, shall organize the election of Board Members in such a manner that the shareholders can vote on each of the proposed candidates separately.
Proposals that shareholders wish the General Meeting to consider must be submitted in writing, to the Board of Directors, in sufficient time to be included in the notice of the General Meeting.
To ensure that all shareholders can exercise their voting rights, the company should prepare a proxy form and appoint a person who can act as a proxy for those shareholders who are unable to attend the general meeting.
Deviations from the Code: None.
The Company has a Nomination Committee regulated by Article 9 of the Articles of Association. The general meeting should stipulate guidelines for the duties of the nomination committee, elect the chair and members of the nomination committee, and determine the committee's remuneration.
According to Article 9, the Nomination Committee shall consist of three members, of which at least one member shall be independent of the Board and the Company’s senior management. According to the Code, the majority of the Nomination Committee shall be independent of the Board and Management. The Nomination Committee should not include any executive personnel or any member of the Company’s board of directors. The Nomination Committee should be composed in a manner to safeguard the common interests of all the shareholders. The Nomination Committee shall propose candidates to the Board and also propose the remuneration to the Board Members.
The Nomination Committee must justify its recommendations. The Nomination Committee shall aim to achieve a Board composition that acknowledges the objective of generating shareholder results, independence, and experience in the relevant sectors of the Group’s business activities.
The Nomination Committee currently consists of Christine Rødsæther, Laurence Ward Odfjell and (Chair) Bjørg Ekornrud.
In its work of suggesting new Board Members, the Nomination Committee should have contact with shareholders, members of the Board and the Company’s Management.
Shareholders shall be informed about how they can propose candidates.
Deviation from the Code: Two of the members of the Nomination Committee are also members of the Company’s board of directors.
The Board of Directors is regulated by Article 5 of the Company’s Articles of Association. The Company’s Management is organized in accordance with a single-tier system, and it shall have an administrative body (Board of Directors).
The Company’s Board of Directors shall consist of between five and seven members.
The Annual General Meeting shall elect the Board. According to Article 5 of the Articles of Association, the Chair of the Board is elected by the Annual General Meeting for one year at a time. Board Members shall be elected for two years at a time.
The Company has no Corporate Assembly. The interests of the employees are safeguarded through an agreement between the employees and Odfjell, ensuring the involvement of employees. The employees have established a permanent Employee Representative Body. The Employee Representative Body consists of up to six representatives, from the main office in Bergen and the maritime Officers' Council.
Employee involvement at corporate level, and in most subsidiaries abroad, is also secured by various committees and councils in which Management and employee representatives - both onshore personnel and seafarers - meet to discuss relevant issues.
The Board shall be composed in a manner to safeguard the joint interests of the shareholders while considering the Company’s need for expertise, capacity and diversity. It must be taken into consideration that the Board is able to function like a collegiate body.
The Board shall also be composed such that it can act independently of special interests. The majority of the Board Members shall be independent of the Management and important business connections, and no member of Management shall be a Board Member. In addition, at least two of the Board Members shall be independent of the Company’s principal shareholders, i.e. shareholders owning more than 10% of the Company’s shares or votes.
The board is comprised of Laurence Ward Odfjell, Chair of the Board since May 4 2010, Christine Rødsæther member since May 4 2010, Jannicke Nilsson member since May 8 2012, Erik Nyheim member since May 4 2023, Tanja Ebbe Dalgaard member since May 4 2023, and Jan Kjærvik member since May 2024.
Laurence Ward Odfjell and related parties control a significant shareholding in Odfjell SE. Christine Rødsæther, Jannicke Nilsson, Erik Nyheim, Tanja Ebbe Dalgaard, and Jan Kjærvik are all independent Board Members. The Company believes that the Board is well positioned to act independently of the Company’s Management and exercise proper supervision of the Management and its operations.
The proportionate representation of gender of the Board is within the legislated target.
The annual report and the Company’s home page contain a presentation of the Board of Directors and details of the shareholdings of all Directors, as well as information on the experience, expertise, and capacity of the Board Members.
Three of the existing board members, Kristine Rødsæther, Jannicke Nilsson and Jan Bjørn Kjærvik, are up for election at the 2026 Annual General Meeting. The Chair is up for election every year.
Deviations from the Code: None.
The Company shall be led by an effective Board with collective responsibility for the success of the Company. The Board represents, and is responsible to, the Company’s shareholders.
The Board of Directors should ensure that members of the Board of Directors and executive personnel make the company aware of any material interests that they may have in items to be considered by the Board of Directors.
The Board’s obligations include strategic management of the Company, effective monitoring of the Management, control and monitoring of the Company’s financial situation, and the Company’s responsibility to, and communication with, the shareholders. The Board is ultimately responsible for determining the Company's objectives, and for ensuring that the necessary means for achieving them are in place. The Board of Directors determines the Company’s strategic direction and decides on matters of significance in relation to the Company's overall activities. Such matters include strategic guidelines, approval of the budgets as well as decisions on major investments and divestments. Furthermore, the Board ensures a correct capital structure and defines the dividend policy. The Board also appoints the CEO and determines his/her remuneration.
The Board shall ensure that the Company is well organized and that activities are managed in accordance with relevant laws and regulations, the Company’s objectives pursuant to the Articles of Association and the applicable guidelines set by the shareholders through the General Meeting.
It is the responsibility of the Board to ensure that the Company, its management and employees operate in a safe, legal, ethical and socially responsible manner. To emphasize the importance of these issues, a company-specific Corporate Social Responsibility Policy and a Corporate Code of Conduct have been decided and implemented and apply to all throughout the organization. The Corporate Code of Conduct focuses on aspects of ethical behavior in day-to-day business activities. The Company also adheres to the UN Global Compact and reports its Corporate Social Responsibility performance accordingly.
The Board shall perform such reviews which it deems necessary to fulfill its tasks. The Board shall also perform reviews requested by one or more Board Members.
Members of the Board of Directors shall notify the Board, in advance, if they have any direct or indirect not immaterial interest in any transaction planned to be entered into by the Company. In this case they are biased and not eligible to participate in the discussions. A deputy Chair shall be elected to function as Chair of the Board when the Chair of the Board for such or other reasons cannot, or should not, lead the Board’s work.
The Board shall plan its work, as well as the work of the Management, according to a cycle of setting objectives, performance reviews, risk reviews, periodic reporting, regular reviews of short- and long-term strategy formulation and implementation. The roles of the Board and the CEO are separate, and the allocation of responsibilities shall be specified in writing through existing chart of authorities and job descriptions.
Each year the Board shall evaluate its performance over the previous year. The Board shall evaluate its own efforts, the performance of the Committees and the individual Board Members. In order for the evaluation to be effective, the Board shall set objectives at both the collective and individual levels, against which the performances shall be measured. The results from the evaluation will not be made public but shall be available to the Nomination Committee.
The Board of Directors has written instructions for all its committees including mandate, responsibilities, task and reporting lines.
The Board held seven ordinary meetings in 2025, and five extraordinary meetings, for e.g. approval of refinancing and sale of vessels, with 93% Director attendance. The Board carried out a self-assessment of its work.
Name | Year elected | Up for election | Number of meetings attended |
Laurence Ward Odfjell (Chair*) | 2025 | 2026 | 12/12 |
Christine Rødsæter | 2024 | 2026 | 12/12 |
Erik Nyheim | 2025 | 2027 | 12/12 |
Tanja Ebbe Dalgaard | 2025 | 2027 | 12/12 |
Jannicke Nilsson | 2024 | 2026 | 7/12 |
Jan Kjærevik | 2024 | 2026 | 12/12 |
*/ The chair position is elected annually
Any not immaterial transaction between the Company and any shareholder, Board Member, member of Management or any related party of these shall be reviewed by an external third party before being concluded. Material agreements shall be approved by the General Meeting according to the Norwegian Public Limited Liability Companies Act. The board of directors should also present any such agreements in their annual directors’ report.
Independent valuations shall also be obtained in respect of transactions between companies in the same group where any of the companies involved have minority shareholders.
The Board has established a policy in respect of share trading. The policy is in line with the Guidelines for Insiders issued by the Oslo Stock Exchange and applies to all employees who, in connection with their work, may gain access to price sensitive, non-public information.
The Audit Committee is elected by the Board and consists of minimum two Board Members; current members are Jan Kjærvik , Jannicke Nilsson, and Tanja Ebbe Dalgaard The Audit Committee reports to and acts as a preparatory and advisory working committee for the Board. The Audit Committee acts according to an audit charter. The Company’s auditor, CFO, VP Financial Control, Chief Sustainability Officer and Head of Group Controlling and Financial Systems usually attend the committee’s meetings.
The establishment of the Committee does not alter the Board's legal responsibilities or tasks.
Deviations from the Code: None.
The Company has also established a Remuneration Committee comprising two board members including the Chair; current members are Laurence Odfjell and Christine Rødsæther. 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. 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.
The establishment of the Committee does not alter the Board's legal responsibilities or tasks.
Deviations from the Code: None.
The Board shall ensure that the Company has sound internal control and systems for risk management that are appropriate in relation to the extent and nature of the Company’s activities. Internal controls and the systems should also encompass the Company’s corporate values and ethical guidelines.
The Board shall carry out an annual review of the Company’s most important areas of exposure to risk and its internal control arrangements. The risk management process and the system of internal control of Odfjell shall be sufficient to ensure safe, controlled, legal and ethical business conduct and operations in all its activities around the world.
Business strategies are prepared at executive level and approved by the Board. In addition, the Board reviews annual budgeting and strategic planning processes. Financial forecasts are prepared every quarter. Actual performance is compared to budget, latest forecast, and prior year on a monthly basis. Significant variances are investigated and explained through normal monthly reporting channels.
The Company has established an organizational structure supporting clear lines of communication and accountability, and rules for delegation of authority that specify responsibility.
The Company focuses on regular and relevant management reporting of both operational and financial matters, both to ensure adequate information for decision making and to quickly respond to changing conditions. Evaluation and approval procedures for major capital expenditure and significant treasury transactions are established.
The Board receives monthly reports on the Company’s financial performance and status reports on the Group’s key individual projects.
Financial performance is also reported on a quarterly basis to the Board and to the Oslo Stock Exchange.
The Company's Board is kept updated on Management and Company activities through monthly reports and board updates. A safety (QHSE) update is normally the first item on the agenda of all ordinary meetings of the Board of Directors.
Odfjell’s Compliance Officer ensures that the Company, and its employees, act in accordance with applicable laws and regulations, the Company's Code of Conduct, and that the Company acts in an ethical and socially responsible way. Particular attention is paid to competition law compliance, environmental licenses to operate and anti-corruption measures. Regular updates on new rules and regulations are issued to all relevant personnel to ensure continuous compliance. The Compliance Officer reports directly to the CEO.
The Company also regularly conducts internal audits of individual units’ adherence to systems and procedures. The internal audit function provides additional assurance to the Board and the Audit Committee that key controls are operating as intended. The Company is also subject to external control functions, including auditors, ship classification societies, customer vetting, port and flag state control, and other regulatory bodies including the IMO.
Deviations from the Code: None.
The remuneration of the Board shall reflect the Board’s responsibilities, expertise, time commitment and the complexity of the Company’s activities. Remuneration to Board Members shall be determined by the shareholders at the General Meeting. The Nomination Committee shall provide recommendations and give its reasons thereof to the General Meeting for annual remuneration to all Board Members.
Board Members are encouraged to own shares in the Company and can be paid part of their remuneration in shares.
Members of the Board do not take part in any incentive or share option schemes. The remuneration of the Board of Directors is not linked to the Company's performance. Board Members should not take on assignments for the Company.
Information regarding all remuneration to the individual Board Members shall be provided in the annual report. If remuneration has been paid in addition to normal directors’ fees, this shall be specifically identified.
Deviations from the Code: None.
Pursuant to Section 6-16 a) of the Norwegian Public Limited Companies Act, the Board of Directors has issued a statement regarding the determination of salaries and other remuneration for the Management. The statement is published in our website under Reports & presentations/Other reports/ Report on salary and other remuneration to leading personnel in Odfjell SE. The guidelines for remuneration to the Management must set out the main principles applied in determining the salary and other remuneration. The guidelines should help to ensure convergence of the financial interests of the shareholders and the Management. The existing guidelines were approved by the General Meeting 7 May 2025. In the event of changes, the Company shall consider the shareholders' views and vote on the guidelines. The guidelines shall be submitted to the General Assembly for approval at least every four years.
Management shall be offered competitive terms of employment to ensure continuity in the Management and to enable the Company to recruit suitably qualified personnel. The remuneration shall not be of such a nature or magnitude that it may impair the Company’s interest or reputation.
A basic, fixed salary is the main component of the remuneration. However, in addition to the basic salary, other supplementary benefits may be provided, including, but not limited to, payments in kind, incentive/recognition pay, termination payments and pension and insurance schemes.
Deviations from the Code: None.
Through its Corporate Governance Policy, the Board has implemented guidelines for disclosure of Company information. Reporting of financial and other information shall be based on openness and equal treatment of all interested parties. The Company provides shareholders, and the market as a whole, with information about the Company. Such information takes the form of annual reports, quarterly reports, stock exchange bulletins, press releases, information on the Company website and investor presentations, when appropriate. The Company seeks to treat all shareholders equally, in line with applicable regulations. Information distributed through the Oslo Stock Exchange, or otherwise in press releases, is published simultaneously on the Company’s website, Odfjell.com. The Company aims to hold regular presentations. The financial calendar is available through stock exchange announcements and on the Company’s website.
Open investor presentations are held at least twice a year in connection with Odfjell's quarterly reports. The CEO reviews and makes comments on results, market developments and prospects. Odfjell's CFO also participates in these presentations.
The presentations of the annual and quarterly reports are published via the Oslo Stock Exchange and posted on the corporate website at the same time as presented. The annual and mid-year results are normally presented via a live presentation, whereas reports following publication of first and third quarter results normally are made available through webcasts. Odfjell also maintains an ongoing dialogue with, and makes presentations to, selected analysts and investors. Care is taken to secure impartial distribution of information when dealing with shareholders, investors and analysts.
The Board shall ensure that the Company’s quarterly and annual financial statements provide a correct and complete picture of the Group’s financial and business position, including the extent to which operational and strategic goals have been achieved.
The Chair of the Board shall ensure that valid and relevant views of the shareholders are communicated to the entire Board.
Deviations from the Code: None.
During the course of any take-over process, the Board and Management shall do their best to ensure that all the shareholders of the Company are treated equally. The Board shall also do its best to ensure that sufficient information to assess the takeover bid is provided to the shareholders.
In the event of a take-over bid for the shares in the Company, the Board shall not seek to prevent or obstruct take-over bids for the Company’s activities or shares, unless there are particular reasons for such actions. The Board shall not exercise mandates or pass any resolutions with the intention of obstructing the take-over bid unless this is approved by the General Meeting following the announcement of the bid. In particular, the Board shall not, in such circumstances, without the prior approval of the General Meeting (i) issue shares or any other equity instruments in the Company, (ii) resolve to merge the Company with any other entity, (iii) resolve on any transaction that has a material effect on the Company’s activities, or (iv) purchase or sell any shares in the Company.
If an offer is made for the shares in the Company, the Board shall issue a statement evaluating the offer and make a recommendation as to whether the shareholders should accept the offer. If the Board finds itself unable to provide such a recommendation, it shall explain and state the reasons why. The Board’s statement on a take-over bid shall state whether the Board's view is unanimous, and if not, the statement shall explain the basis on which members of the Board have a deviating view. The Board shall consider whether to engage financial advisors in this respect and whether to have a valuation from an independent expert. If any member of the Board or the Management, or close associates of such persons, or anyone who has recently held such a position, is either the bidder or has a similar particular interest in the bid, the Board shall in any case arrange an independent valuation. This shall also apply if the bidder is a major shareholder in the Company. Any such valuation should be either attached to the Board’s statement, be reproduced in the statement or be referred to in the statement.
Deviations from the Code: None.
The Company emphasizes keeping a close and open relationship with the Company’s auditor. The auditor participates in Board meetings for approval of the annual accounts. The Company’s auditor shall present an annual plan for its audit work to the Audit Committee. In addition, the auditor shall review and report on the Company’s internal control procedures, including identifying weaknesses and proposing improvements. The Board shall meet at least once a year with the auditor and without the Management’s presence. The auditor’s fees for auditing and other services are presented to the Annual General Meeting and are included in the notes to the annual accounts. The Board continuously evaluates the need for written guidelines concerning the employment of the auditor for services other than auditing. In addition, the Audit Committee approves non-audit services to ensure that services to be delivered do not conflict with the external auditor’s independence. The Board believes that the auditor’s independence of the Company’s Management is assured. The auditor shall issue a written annual declaration confirming the auditor’s independence.
Odfjell undertook a process in 2024–2025 to choose a new external audit firm for the Company and its global operations. KPMG was chosen by the Annual General Meeting on May 7 to serve as the Company's and the majority of its global subsidiaries' new external auditor.
Deviation from the Code: None.
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