GOVERNANCE DOCUMENTS
Our board of directors and executive officers oversee and supervise our operations. Our board of directors consists of the directors Messrs. Valentis, Das, Mavroleon and Pittas. In keeping with the corporate governance rules of NASDAQ, three directors (Robin Das, Basil Mavroleon and Aristides Pittas) are independent directors. Under the corporate governance rules of the NASDAQ, a director will not be considered independent unless the board affirmatively determines that the director has no material relationship with us. In making this determination, the board broadly considered all facts and circumstances the board deems relevant from the standpoint of the director and from that of persons or organizations with which the director has an affiliation.
While not all of the NASDAQ’s corporate governance standards apply to us as a foreign private issuer, it intends to comply with a number of those rules. For example, while not required under Marshall Islands law, we have a board of directors that is comprised of a majority of independent directors. In addition, we have an audit committee comprised entirely of independent directors, although our nominating and corporate governance committee are not comprised entirely of independent directors. In addition, our board of directors may, from time to time, designate one or more additional committees, which shall have the duties and powers granted to it by our board of directors. In lieu of a compensation committee comprised of independent directors, our board of directors will be responsible for monitoring the fee paid for the administrative services provided by Maritime and for overseeing the services of our executive officers. Under Marshall Islands law, compensation of the executive officers is not required to be determined by an independent committee.
The composition of our audit committee and nominating and corporate governance committee as well as the charters of these committees can be found here.
Our corporate governance practices are in compliance with the laws of the Republic of the Marshall Islands. We are exempt from many of NASDAQ’s corporate governance practices other than the requirements regarding the disclosure of a going concern audit opinion, submission of a listing agreement, notification of material non-compliance with NASDAQ corporate governance practices, and the establishment and composition of an audit committee and a written audit committee charter.
The practices that we expect to follow in lieu of NASDAQ’s corporate governance rules include:
in lieu of obtaining an independent review of related party transactions for conflicts of interests, consistent with Marshall Islands law, a related party transaction will be permitted if: (i) the material facts as to his/her relationship or interest and as to the contract or transaction are disclosed or are known to our board of directors and the board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, or, if the votes of the disinterested directors are insufficient to constitute an act of the board as defined in Section 55 of the Marshall Islands Business Corporations Act, by unanimous vote of the disinterested directors; or (ii) the material facts as to his/her relationship or interest are disclosed and the shareholders are entitled to vote thereon, and the contract or transaction is specifically approved in good faith by a simple majority vote of the shareholders; or (iii) the contract or transaction is fair to us at the time it is authorized, approved or ratified, by the board of directors, a committee thereof or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction;
● as a foreign private issuer, we will not be required to solicit proxies or provide proxy statements to NASDAQ pursuant to our corporate governance rules or Marshall Islands law. Consistent with Marshall Islands law, we intend to notify our shareholders between 15 and 60 days before the meeting. This notification will contain, among other things, information regarding business to be transacted at the meeting. In addition, our bylaws provide that shareholders must give us advance notice to properly introduce any business at a shareholder meeting and they may designate in writing a proxy to act on their behalf;
● in lieu of holding regular meetings at which only independent directors are present, our entire board of directors, a majority of whom are independent, will hold regular meetings as is consistent with the laws of the Republic of the Marshall Islands;
● we have adopted an equity incentive plan and in the future may amend or terminate this plan or approve a new incentive plan. Shareholder approval will not be required to amend or terminate this equity incentive plan or to establish a new equity incentive plan since Marshall Islands law permits the board of directors to take these actions;
● as a foreign private issuer, we will not be required to obtain shareholder approval if any of our directors, officers or 5% or greater shareholders will have a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in a company or assets to be acquired or in the consideration to be paid in the transaction(s) and the present or potential issuance of common stock, or securities convertible into or exercisable for common stock, could result in an increase in outstanding common stock or voting power of 5% or more; and
● in lieu of obtaining shareholder approval prior to the issuance of securities, we intend to comply with provisions of the Marshall Islands Business Corporations Act, providing that the board of directors approves share issuances.
The board of directors has approved and adopted a Code of Business Conduct and Ethics and a Whistleblower Policy for all of our officers and employees. Both documents can be accessed through the links below.
Our corporate governance documents may be accessed through the applicable links below.
