Corporate Governance Report
The Company and Board have put in place
guidelines on the handling of agreements with
related parties which require the Directors and
Officers of the Company and Executive
Personnel to notify the Board if they directly or
indirectly have a material interest in any
transaction carried out by the Company.
Members of the Board of Directors and
Executive Personnel cannot consider items in
which they have a special and prominent
interest so that such items can be considered in
an unbiased and satisfactory way. In cases of
transactions between the Company and a
shareholder, a shareholder’s parent company,
Director, Officer or Executive Personnel of the
Company or persons closely related to any such
parties, or with another company in the same
group, which are not immaterial for either the
Company or the close associate involved, the
Board will normally obtain a valuation from an
independent third party, unless the Board is
confident based on other relevant information
such as benchmarking studies that it is
unnecessary to obtain such valuation to ensure
that values are not being transferred from the
Company to related parties. Agreements with
related parties are given account for in the
Company’s Consolidated Financial Statements.
In order to conduct its work, the Board each year
fixes in advance a number of regularly
scheduled meetings for the following calendar
year, although additional meetings may be
called by the Chairman. The directors will
normally meet in person but if so allowed by the
Chairman, may participate in the meeting by
means of electronic communications. Minutes
regarding the board meetings are kept by the
Company in Bermuda.
The Board has established an Audit Committee
as a preparatory and advisory committee for
the Board, consisting of two members, both of
which are also members of the Board. Both
members of the Audit Committee are
independent. The work and responsibility of the
Audit Committee includes but is not limited to
overseeing internal controls, risk management,
internal audit and external audit activities;
assessing the performance of the external
auditors; and management of the Company’s
Environmental, Social and Governance (“ESG”)
material topics.
The Board has also established a Remuneration
Committee to ensure thorough and
independent preparation of matters relating to
compensation paid to the Executive Personnel.
The Remuneration Committee consists of two
members, both of which are also members of
the Board, and one of the two members is not
independent of the Company’s largest
shareholder. This represents a deviation from
Section 9 of the Code.
The Board carries out an annual self-evaluation
of its performance and expertise. The various
Board Committees are also reviewed for their
effectiveness in executing their responsibilities.
This evaluation aims to appraise the Board’s
performance over the year and serve as a
foundation for improving its functions. The
Nomination Committee takes into consideration
the results of the annual self-evaluation when
reviewing the composition of the Board.
Details on the various board committees and
their respective guidelines adopted at the
Company’s Annual General Meeting are
available on the Company’s website.
Section 10 Risk Management and Internal Control
The Board ensures that the Company has sound
internal control procedures and systems to
manage its exposure to risks related to the
conduct of the Company’s business, to support
the quality of its financial and non-financial
reporting, and to ensure compliance with laws
and regulations. Such procedures and systems
will contribute to securing shareholders’
investment and the Company’s assets and
creating value for stakeholders.
Table of Contents
01 Introduction
02 Highlights
03 We are BW LPG
04 Strategy
05 Performance
06 Sustainability
Approach
ESG Governance Structure
Sustainability Standards,
Frameworks and Reporting
Risk Management
Enterprise Risk Management
(ERM) Risks 2023
Materiality
Environment
Responsible Transition
Environmental Impact
Management
Highlights
Social
Conducive Workplace
Talent Management
Highlights
Governance
Operational Excellence
Highlights
Engagements
Shipping Industry
Engagements and
Commitments
Local Community
Stakeholder Engagement
• Corporate Governance Report
Remuneration Report
07 Financial Report
08 ESG Report
Energy for a Changing World 08206 Sustainability • Corporate Governance Report
BW LPG Integrated
Annual Report 2023