Corporate Governance

Pursuant to an exception for foreign private issuers, we, as a Marshall Islands company, are not required to comply with certain corporate governance practices followed by U.S. companies under the NYSE listing standards.

We believe that our established practices in the area of corporate governance are in line with the spirit of the NYSE standards and provide adequate protection to our shareholders. In this respect, we have voluntarily adopted a number of NYSE required practices, such as (i) having a majority of independent directors, (ii) establishing an audit committee, a compensation committee and a nominating and corporate governance committee, (iii) adopting a Code of Ethics, (iv) non-management directors meeting regularly in executive sessions without management, and (v) all independent directors meeting in an executive session at least once a year.

There are some significant differences between our corporate governance practices and the practices required by the NYSE for domestic companies. The NYSE requires companies to adopt and disclose corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession and an annual performance evaluation. We are not required to adopt such guidelines under Marshall Islands law and we have not adopted such guidelines.


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