Corporate Governance reporting under Section 172 of the Companies Act 2006
The following disclosure describes how the Directors have had regard to the matters set out in section 172(1) (a) to (f) and forms the Directors’ statement required under section 414CZA of The Companies Act 2006. This new reporting requirement is made in accordance with the new corporate governance requirements identified in The Companies (Miscellaneous Reporting) Regulations 2018, which apply to company reporting on financial years starting on or after 1 January 2019.
The matters set out in section 172(1) (a) to (f) are that a Director must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
- the likely consequences of any decision in the long term;
- the interests of the Company’s employees;
- the need to foster the Company’s business relationships with suppliers, customers and others;
- the impact of the Company’s operations on the community and the environment;
- the desirability of the Company maintaining a reputation for high standards of business conduct; and
- the need to act fairly between members of the Company.
In the above Strategic Report section of this Annual Report, the Company has set out the short to long term strategic priorities, and described the plans to support their achievement.
We have split our analysis into two distinct sections, the first to address Stakeholder engagement, which provides information on stakeholders, issues and methods of engagement, disclosed by stakeholder group. The second section addresses principal decisions made by the Board and focuses on how the regard for stakeholders influenced decision-making.
Section 1. Stakeholder mapping and engagement activities within the reporting period
The Company continuously interacts with a variety of stakeholders important to its success, such as the pool participants, customers, suppliers, debt providers, and government bodies.
The Company strives to strike the right balance between engagement and communication. Furthermore, the Company works within the limitations of what can be disclosed to the various stakeholders with regards to maintaining confidentiality of market and/or commercially sensitive information.
The Key Stakeholder groups and how the Company has interacted with them
The Pool Participants – Tankers International Pool (the ‘TI Pool’) currently operates one of the largest fleets of Very Large Crude Carriers (‘VLCC’) in the tanker market, with vessels trading in all parts of the world. The TI Pool optimises trading of the fleet through dedicated IT solutions and experienced staff. This creates benefits for both our customers and participants.
Vessels with different attributes have specific trading patterns and earnings potential and we have created sub divisions of the Pool which ensures fair sharing of earnings and costs for each participant between similar vessel types. The division is purely financial and from a commercial perspective all vessels have continued to trade under the umbrella of Tankers International.
Customers – Through trading one of the largest VLCC fleets in the world TI is able to ensure our customers receive optimal trading solutions.
New charterers who wish to conduct business with the Pool are screened for evidence of anti-bribery and anti-corruption offences in accordance with the Bribery Act 2010 in the UK. They are also screened for inclusion on the US, EU and UK Sanction Lists. The Pool does not trade with any entity known to be in breach of any anti-bribery or anti-corruption regulations, nor does it trade with any businesses that are on the US, EU or the UK Sanction Lists.
Suppliers – we use a few key suppliers under commercial contracts. The current outsourced arrangements include:
The organisation engages port cost management service companies on longer term contracts for the processing and day to day management of port costs. Regular meetings are held between these suppliers and the senior management of TI.
Our IT allows the efficient shore side management of the vessels. TI has always strived for the maximum integration between its Chartering, Operational and Financial Departments all of whom are principally located in London. This is facilitated primarily through use of bespoke IT systems built up through many years of operational experience.
Our systems provide consistent information for the Chartering, the Operations and the Finance Departments through the direct transfer of data between the main IT systems. For over 10 years the organisation has engaged an external specialist shipping Information Technology (‘IT’) company to assist in the day to day management and development of our bespoke Chartering Operational and Pool Financial Accounting systems.
The organisation engages the services of a niche law firm to provide a wide range of advice on contract disputes particularly in relation to charter party agreements.
Debt Providers – TI has a working capital borrowing base facility of US$100 million with Macquarie Bank that initially commenced in July 2017.Access to capital is important to the long-term success of our business as it facilitates new Pool Participants in initially joining the TI Pool by reducing the overall initial working capital requirement.
Because of the scale of the pool many voyage combinations are significantly longer than the average for the general VLCC market and hence there is often a need for more working capital on these particular combinations but these voyages often yield more stable earnings.
Governmental bodies – The Company is impacted by local governmental organisations in the UK, and the group to a limited extent by worldwide trading of its fleet. Enquiries are dealt with both on an ad hoc basis and through regular reporting.
Equity investors – The Company is ultimately controlled by Euronav N.V. and International Seaways Inc. with equal voting rights. We engage with our participant investors on topics of strategy, governance, market updates and performance at biannual participants meetings. The CEO has a regular dialogue and one-to-one meetings with both shareholders.
Section 2. Principal decisions by the board during the period
We define principal decisions as both those that have long-term strategic impact and are material to TI, but also those that are significant to our key stakeholder groups. In making the following principal decisions, the Board considered the outcome from its stakeholder engagement, the need to maintain a reputation for high standards of business conduct and the need to act fairly between the members of the Company.
From the start of 2020 the worldwide global Sulphur Cap on exhaust gas emissions was introduced for the shipping industry. To avoid changing their fuel source some participants elected to trade with Scrubber Vessels incorporating exhaust gas cleaning or scrubbing technology as was already long established in shore-based power plants for cleaning up emissions.
TI created a sub pool at the end of 2019 to accommodate the operation of these Scrubber Vessels.
As a consequence of the new sub pool, from the end of 2019 and during 2020 we have been able to welcome top-quality ships with high standards of ship management both from our recent members Hunter Group ASA and Hartree Maritime Partners LLC as well as our long-term participants International Seaways Inc. and Euronav N.V.
All sub-Pool divisions (Non-Scrubber, Scrubber fitted and older Vessels) are purely financial and from a commercial perspective all vessels continue to trade under the umbrella of Tankers International. For Customers of, and Participants in the Pool, having all types of VLCC represented means more optimal matching of cargo with a vessel type for optimal results.
Since 2017 maintenance of stable distributions has been facilitated by use of a working capital borrowing base facility which is currently $100 million. The Pool actively manage this, and for the Participant it ensures a timely and regular distribution for their on-hire vessels.
TI’s geographic spread with offices in London New York and Singapore helps the organisation maintain a high level of round the clock support and service to our suppliers and customers.
Tankers International Pool, with its long trading history, a continuing reputation for professionalism and trustworthiness, maintains its position as the world’s leading provider of modern, independent VLCC tonnage.