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Governance

Good business ethics is an asset to the Wallenius Wilhelmsen brand and our competitive position in the market.

Our Code of Conduct describes our standards of business ethics. It applies to all Wallenius Wilhelmsen ASA employees and others working with or for the company. Good business ethics enhance the strength of the Wallenius Wilhelmsen ASA brands and our competitive position in the market.

This Code addresses certain major concerns applicable to us all. These include compliance with the law, fair business conduct, financial offerings and/or gifts, anti-corruption, working environment, entertainment, drugs and alcohol, conflicts of interest, external engagement and confidential information and insider dealing.

This list is however not exhaustive. More detailed standards may apply to certain businesses or markets. These will always be in harmony with this Code. Each individual is responsible to inform about relevant company principles, policies and policy descriptions when representing the company or dealing with others. In cases of doubt about the interpretation or applicability of this Code, advice is to be sought from the respective manager. Breaching this Code may result in disciplinary action and in serious cases possible dismissal and/or civil action. Allegations of infringement that are brought forward in an appropriate and responsible manner will be acted upon.

Wallenius Wilhelmsen ASA will endeavor to be in compliance with the Norwegian corporate governance regime, as detailed in the Norwegian Code of Practice for Corporate Governance published on 21 October 2009 by the Norwegian Corporate Governance Board (the “Code”). Wallenius Wilhelmsen ASA will, with the exceptions set out in the following, be in compliance with the Code.

Wallenius Wilhelmsen ASA does not have a corporate assembly and is therefore in deviation from section 8 of the Code. Pursuant to a local agreement between the seafarer labour organisations and the board of the Shipping organisation, the parties agreed that the interests of the employees are represented in an executive committee for industrial democracy in foreign trade shipping, which comprises six members, four from WW Holding group´s management and two from the workforce.

The Board elects its own chair, and Wallenius Wilhelmsen ASA is therefore in deviation from section 8 of the Code.

Wallenius Wilhelmsen ASA is in deviation of section 13 of the Code, which recommends guidelines covering the company's contact with its shareholders outside the General Meeting. Although the Board of Directors has not determined such guidelines, shareholders are invited to four quarterly presentations a year, as well as a capital markets day. A financial calendar is also updated and made public for the shareholders annually. Wallenius Wilhelmsen ASA's website is also regularly updated with relevant information.

The Board of Directors has not determined guidelines for its response to possible takeover bids as recommended in section 14 and is therefore in deviation of this section. However, the Board of Directors would seek to treat all shareholders equally should such circumstances arise.

Articles of Association of Wallenius Wilhelmsen Logistics ASA

Organisation number 995 216 604

Article 1 – Name

The name of the company is Wallenius Wilhelmsen Logistics ASA. The company is a public limited liability company.

Article 2 – Registered Address

The company has its registered address in the municipality of Bærum.

Article 3 – Business Activities

The objective of the company is to engage in shipping, maritime services, aviation, industry, commerce, finance business, brokerage, agencies and forwarding, to own or manage real estate, and to run business related thereto or associated therewith. This may take place in a direct manner, or in an indirect manner by way of guarantee, share subscription, or in other ways.

Article 4 – Share capital

The share capital shall be NOK 220,014,568, divided into 423,104,938 shares, with a par value of NOK 0.52 each.

Article 5 – Board of Directors

The company's Board of Directors shall consist of between 3 and 9 shareholder elected members and up to 3 deputy members. It chooses its own chairman.

Article 6 – Signature

The Chair of the Board of Directors, acting singly, or any two Directors, acting jointly, shall be authorised to sign on behalf of the company.

Article 7 – General Meeting

The following matters are to be dealt with and decided on at the Annual General Meeting:

  • 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 matters that belong under the Annual General Meeting by law or according to the Articles of Association.

General Meetings are presided over by the Chairman of the Board.

The notice of a general meeting may state that those shareholders wishing to participate in the general meeting have to report to the company by a certain deadline which shall not be less than 2 working days prior to the general meeting.

It is not necessary to forward to the shareholder's documents relating to matters to be deliberated by the General Meeting, hereunder documents required by statute to be included in, or appended to, the notice of the General Meeting, provided that such documents are available on the website of the company. A shareholder may nevertheless request that documents relating to matters to be deliberated by the General Meeting are forwarded to him or her.

Shareholders are able to vote through electronic communication in a period prior to the general meeting. The Board of directors can stipulate guidelines for such advance voting. It must be stated in the notice of general meeting which guidelines have been set.

Article 8 – Nomination Committee

The company shall have a Nomination Committee consisting of 3 members elected by the General Meeting. Any shareholder with more than 20 % of the share capital of the company shall be entitled to elect one member of the nomination committee, but with the chairman always being independent of any such major shareholder.

The majority of the members of the Nomination Committee shall be independent of the Board of Directors and the general management.

The Nomination Committee shall recommend candidates to the Board of Directors and the Nomination Committee, and remuneration of the Board of Directors, the Auditor Committee and members of the Nomination Committee. The Nomination Committee's recommendations shall be well-grounded.

Members of the Nomination Committee are elected for a term of two years at a time.

The company's auditor PricewaterhouseCoopers (PwC) attends board meetings as required and is always present when the annual accounts are approved.

To ensure the board has solid understanding of the accounts and any changes in the accounting principles, the auditor discuss changes in IFRS relevant for the group's accounting principles or other law requirements relevant for the company with the board. The auditor also runs through the main features of the audits carried out. It is of importance to the board that the auditor is independent of management. The board therefore has at least one meeting with PwC without senior management being present. If used for other services than accounting, the parties will follow guidelines as described in the Auditing and Auditors' Act. The auditor provides the board with a confirmation of independence in relation to non-audit services provided.

The auditor's fee, broken down by audit work, audited related services, tax services and other consultancy services, is specified in note 4 to the WW ASA accounts and note 2 to the parent company accounts. Bjørn Lund has been the lead audit partner from PwC since 2017.

Address:
Dronning Eufemias gate 71
0194 Oslo
Norway

Have you seen, or heard of, things that seem questionable to you? Here at Wallenius Wilhelmsen, we strive to work in an atmosphere of openness. We want to know if you have concerns about how we operate and do business. We greatly appreciate your candor.

The Alert line is a confidential service that you can access from any location. Reports may be made on either an anonymous or named basis. This website is hosted by an independent third party. You may report anonymously with confidence on this site if you choose.

Concerns can be a broad range of matters; for example from Health, Environment and Safety breaches to fraud, corrupt activities, conflicts of interest, working environment issues, bullying and harassment.

Our activities revolve around five core values; courage, trust, imagination, candor and speed, and these are related to our aim of having a culture of open communication. Please get in touch if there’s anything you’d like to flag or discuss.