3.2 Our Board & Management
In line with the recommendations set out in the Corporate Governance Code, Hafnia has established an Audit Committee comprising two members: Peter Graham Read (Chairman) and Erik Bartnes (Committee Member). Neither of them were previous partners or directors of the company’s external auditor, KPMG, within the last 12 months, or hold, or have held any financial interest in KPMG.
The members of the Audit Committee are independent of the Company. The Audit Committee have together strong accounting and related financial management expertise and will keep the Board of Directors informed of relevant changes to accounting standards and matters aments.
Members of the Audit Committee shall serve while they remain in the Board of Directors, or until the members of the Board of Directors decide otherwise or wish to retire from their role as member of the Audit Committee.
The Audit Committee acts as a preparatory and advisory committee for the Board of Directors in oversee- ing compliance and integrity of financial statements, monitoring the Group’s system of internal control of risk management and independence of external auditor. The Board of Directors retains the responsibility for implementing such recommendations.
Other functions under their responsibility are:
- All critical accounting policies and practices
- Quality, integrity and control of the Group’s financial statements and reports
- Compliance with legal and regulatory requirements
- Qualifications and independence of the external auditors
- Performance of the internal audit function and external auditors
The internal audit department is staffed with individuals with relevant qualification and experience. Their purpose is to prepare and implement the audit plan to assess the adequacy of Hafnia’s governance, risk management and internal controls. This includes the operational, financial, compliance and information technology controls. However, when necessary, independent internal or external technical specialists will be engaged to support the audit team.
Without assuming management responsibility, inter- nal audit also provides independent, objective assurance and consulting services designed to add value and improve Hafnia’s operations and ensure that the control machine works effectively.
The terms of reference used for internal audits
and audit function’s effectiveness and adequacy
are approved by the Audit Committee. The Audit function is also responsible for ensuring that processes are in place for recommendations raised in internal audit reports and dealt within a timely manner.
The Company has developed an authorisation manual that outlines all responsibilities related to its business finances, including: (please see figure below)
Hafnia’s Remuneration Committee comprises of two members of the Board of Directors with extensive management experience and knowledge of remuneration issues: Andreas Sohmen-Pao (Chair) and Erik Bartnes (Committee Member).
The members of the Remuneration Committee shall serve while they remain on the Board of Directors, or until the members of the Board of Directors decide otherwise, or wish to retire from their role as mem- ber of the Remuneration Committee. Any remuneration to be paid to the Remuneration Committee is to be decided at the annual general meeting.
The Remuneration Committee’s main purpose is to assist the Board of Directors in relation to determining the Management’s compensation. The Board of Directors retains the responsibility for approving such recommendations.
This includes, but is not limited to:
- Overseeing the governance of Hafnia’s remuneration policy
- Overseeing the remuneration of the Management
- Reviewing management annual increments, variable bonuses and incentives awards
- Approving framework of remuneration for the entire organisation, including increment and incentives
As provided for in its by-law, Hafnia has a Nomination Committee comprising of three members:
Sophie Smith (replaced Andreas Sohmen-Pao as Committee Member and Chairman as of 20 May 2022), Bjarte Bøe (Committee Member) and Elaine Yew Wen Suen (Committee Member).
The members of the Nomination Committee shall serve until the Annual General Meeting determines otherwise, or they wish to retire from their role as member of the Nomination Committee.
Their primary role is to identify and nominate candidates for the appointment, re-appointment or termination of the role as members and Chair of the Board of Directors and make recommendations for these persons’ remuneration. The Nomination Committee ensures that only candidates with the suitable attributes and expertise which are capable of contributing to the Company’s success are appointed.