The Board of Directors
The Board of Directors have adopted instructions which include 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 of Directors have also adopted instructions for the executive management in order to clarify internal allocation of responsibilities and duties.
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 of Directors have also implemented procedures to ensure that members of the Board of Directors and executive personnel make the Company aware of any material interests that they may have to be considered by the Board of Directors. The Board of Directors will also be chaired by some other member of the Board if the Board is to consider matters of a material character in which the Chairman of the Board is, or has been, personally involved.
The Board establishes an annual plan for its work and evaluates its performance and expertise annually.
In 2018, the company arranged seven board meetings. In addition to the board meetings, the Board visits business related 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 consist of two members: Marianne Lie (Chair) and Margareta Alestig. The Committee’s objective is to act as a preparatory working committee and support the Board’s supervisory roles with respect to financial reporting and the effectiveness of the Company’s internal control systems. Both members of the Audit Committee are independent of the Company and at least one member of the Audit Committee is competent in respect of finance and audit.
The Board has considered appointing a remuneration committee but deemed that this is not necessary in order to ensure a thorough and independent preparation of matters relating to compensation paid to the executive personnel. The Board 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 2018, the executive management team in Wallenius Wilhelmsen consists of a Chief Executive Officer (CEO) and seven other team members:
- Chief Financial Officer (CFO);
- Chief Transformation Officer (CTRO);
- Chief Executive Officer (CEO) EUKOR Car Carriers;
- Chief Operating Officer (COO) Wallenius Wilhelmsen Solution and Chairman of ARC;
- Chief Operating Officer (COO) Wallenius Wilhelmsen Ocean;
- Chief Information Officer (CIO) and SVP Commercial WW Ocean;
- Chief Human Resources Officer (CHRO).
The executive management team discusses and coordinates all main business and management issues relevant for the Company. An overview of the background and expertise of the executive management team is available on the Company’s website.
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 up finance and strategy for Wallenius Wilhelmsen. The CFO is responsible for providing the CEO and the Board with reliable, relevant and sufficient financial information related to Wallenius Wilhelmsen’s business activities and ensuring that such information is based on requirements for listed companies.
Governance in partly owned companies
Wallenius Wilhelmsen holds a controlling ownership interest in EUKOR Car Carriers, Armacup Limited and Syngin Tecnologies , LLC. Each entity has its own board responsible for issues related to the specific operating entity.
Wallenius Wilhelmsen’s ambition is to be a serious 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. All majority owned entities will need to comply with Wallenius Wilhelmsen’s standards for compliance and code of conduct.
Deviations from the Code: None