The company’s governing bodies consist of the general meeting, the board of directors and the company’s executive team.
The general meetings deal with and decide on the following matters:
- Adoption of the annual report and accounts including the consolidated accounts and the distribution of dividend
- Adoption of the auditor’s remuneration
- Determination of the remuneration for board members and deputy board members
- Election of members and deputy members to the board, and election of the auditors (if they are up for election)
- Any other matter that belongs under the annual general meeting by law or according to the Articles of Association.
The general meeting will normally be held in the middle of the second quarter.
Shareholders with known address are notified by mail no later than 21 days prior to the meeting and all relevant documents are published on WWL’s website no later than 21 days prior to the meeting. Shareholders may, upon request, receive hard copies of the material.
Shareholders wishing to attend the general meeting must notify the company at least two working days before the meeting takes place. Shareholders may participate at the meeting without being present in person, and can vote in advance through electronic communication. Guidelines for such participation and voting are included in the notice to the meeting. Last, but not least, the shareholders can appoint a proxy to vote for their shares. Shareholders with known address receive a proxy appointment form. The form is downloadable from the company’s web pages.
The chair, auditor and representatives from the company are present at the general meeting, which is organised in a way that facilitates dialogue between shareholders and representatives from the company. General meetings are presided over by the Chairman of the board.
The minutes from the AGM are available on the company’s website (https://www.walleniuswilhelmsen.com/investor-relations/) immediately after the meeting and may be inspected by shareholders at the company’s office.
The general meeting appoints the nomination committee, approves the guidelines for the committee’s work and the remuneration to be paid for participating in the committee. The committee nominates candidates to the board and proposes board members’ remuneration. As part of its nomination process, the committee will have contact with major shareholders, the board and the company’s executives to ensure the process takes the board’s and company’s interests into consideration. A justification for a candidate will include information on each candidate’s competence, capacity and independence.
The nomination committee currently consists of Anders Ryssdal (chair), Thomas Wilhelmsen and Jonas Kleberg.
Both Thomas Wilhelmsen and Jonas Kleberg are members of the board of directors. None of the committee members are executives in the company.
In 2017, the nomination committee held one meeting.
Board of directors – composition and independence
The company does not have a corporate assembly, and therefore the general meeting elects the board. The board shall consist of between three and nine members and up to three deputy members. The board of directors currently comprises five members. The Board of Directors elects its own chair, and WWL is therefore in deviation from section 8 of the Code.
Three of the directors, Lars Håkan Larsson, Marianne Lie and Margareta Alestig are independent of the majority owners, the executive management and significant business relations. The board does not include executive personnel. However, WWL’s CEO and CFO are always present at the board meetings as are other executives depending on agenda and issues to be discussed.
Information on the background and experience of the directors is available on the company’s web pages (https://www.walleniuswilhelmsen.com/about-us/#board-of-directors), which also lists the number of shares in the company held by each director.
All the board members have attended a seminar hosted by the Oslo Stock Exchange. The objective of the course was to provide information on legislation, rules, regulations and best practice that are relevant for board members of listed companies.
|Board member||Elected||Period||Up for election|
|Håkan Larsson||April 2017||2 yrs||2019|
|Thomas Wilhelmsen||April 2017||2 yrs||2019|
|Jonas Kleberg||April 2017||2 yrs||2019|
|Marianne Lie||April 2017||2 yrs||2019|
|Margareta Alestig||April 2017||2 yrs||2019|
Board responsibility and work
The instruction for the board includes rules on the work of the board and its administrative procedures determining what matters should be considered by the board. The board has the ultimate responsibility for the management of the company and that the business is run in a sustainable and responsible way.
The board heads the company’s strategic planning and makes decisions that form the basis for the administration’s execution of the strategy.
The chair of the board has an extended duty to ensure that the board operates well and carries out its duties.
The board establishes an annual plan for its work. In 2017, the company arranged eight board meetings, including three half days of strategy meetings.
In addition to the board meetings, the board regularly visits relevant business locations to ensure they have a solid understanding of the business, market and outlook for the shipping and logistics industry. Such updates may also be given through a variety of communication channels, including a board portal containing timely and relevant information.
The company’s audit committee, currently consists of two members, Marianne Lie (Chair) and Margareta Alestig. The committee’s objective is to act as a preparatory working committee and support in connection with the board’s supervisory roles with respect to financial reporting and the effectiveness of the company’s internal control system.
The board has not deemed it as necessary to have a separate remuneration committee, and therefore acts collectively as the remuneration committee. The board sets guidelines for remuneration for the executive personnel, including long- and short-term bonus schemes and pension plans. They also decide the general remuneration principles for other employees in the company.
In 2017, the executive management team in WWL consists of a chief executive officer (CEO) and seven other executive team members:
- chief financial officer (CFO)
- chief planning officer (CPO)
- chief transformation officer (CTO)
- chief executive officer (CEO) EUKOR Car Carriers
- chief operating officer (COO) WWL Logistics & Chairman of ARC
- chief operating officer (COO) WWL Ocean
- chief human resources officer (CHRO)
The executive management discusses and coordinates all main business and management issues relevant for the company. An overview of the background and expertise of the executive management is available on the company’s website (https://www.walleniuswilhelmsen.com/about-us/#executive-team).
The board’s instruction to the CEO includes a statement of duties, responsibilities and delegated authorities. The CEO has the overall responsibility for the company’s results and for conducting the businesses and affairs of the company and its businesses in a proper and efficient manner, in the company’s and its shareholders’ best interest.
The CEO has a particular responsibility to ensure that the board receives accurate, relevant and timely information that is sufficient to allow it to carry out its duties. The company’s operations, financial results, projections, financial status or other topics specified by the board, is regularly shared with the board between board meetings.
The CEO has delegated the responsibility of the different business areas to other members of the executive management.
The CFO heads finance, legal and strategy for WWL. The CFO is responsible for providing the CEO and the board with reliable, relevant and sufficient financial information related to WWL’s business activities, and assuring that such information is based on requirements for listed companies.
Governance in partly owned companies
WWL holds a controlling ownership interest in EUKOR Car Carriers and in Armacup. Each entity has its own board responsible for issues related to the specific operating entity.
WWL’s ambition is to be a demanding and reliable owner, taking the long-term interests of the companies, as well as its own, into consideration when developing its future strategy, including how ownership will be exercised, financial prospects as well as expectation towards code of conduct, environmental and sustainable standards and aspirations.
Deviations from the code: The chair of the board also acts as chair of the general meeting and the board elects its own chair as stated in the company’s Articles of Association. Given the small size of the board and the fact that the board jointly is responsible for its decisions, a separate remuneration committee is not regarded as necessary. The whole board therefore acts as the remuneration committee. The majority of the nomination committee is not independent from the board of directors.