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 addresses 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 (‘Tankers International’)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 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:
For over 10 years the organisation has engaged a port cost management services company for the processing and day to day management of port costs. Regular meetings are held between the supplier and the senior management of the Company.
Our IT allows the efficient shore side management of the vessels. The Company 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 Company 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 – The Company has a working capital borrowing base facility of US$150 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 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 to a limited extent by worldwide trading of its fleet. Enquiries are dealt with both on an ad hoc basis and through regular reporting.
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 the Company, 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:
Towards the end of 2019 the effect of the 2020 worldwide global Sulphur Cap on exhaust gas emissions introduced uncertainty for the shipping industry.
To avoid changing their bunker fuel source some participants elected to trade with vessels incorporating exhaust gas cleaning or scrubbing technology as was already long established in shore-based power plants for cleaning up emissions.
The Scrubber Vessels as well as having different attributes, potentially could have more optimal trading patterns as fuel costs have fluctuated. The Company has therefore expanded the number of sub pools to include a scrubber classification. The division is purely financial and from a commercial perspective all vessels have continued to trade under the umbrella of Tankers International.
Overall, for Customers of, and Participants in the Pool, having all types of VLCC represented in TI Pool means better matching of a cargo with a certain vessel type for more optimal results. This further sub division will also continue to ensure a fair sharing of earnings and costs between similar vessel types.
One of the consequences of the new sub pool was that towards the end of 2019 we were able to welcome new participants with both top-quality ships and high standards of ship management. Hunter Group ASA a publicly traded investment company on the Oslo Axess market and Hartree Maritime Partners LLC joined Tankers International, both participants entering their newbuilding scrubber fitted vessels.
Another Participant, in order to facilitate their continued supply of suitable fuel during the transition period acquired compliant fuel in advance and stored it late in 2019 for use in early 2020. Today stored fuel supplied to the Pool is providing some coverage for this participant’s fuel requirements during the initial period of the regulation.
For the Pool, the voyage contributions remain calculated with reference to both charter party revenues and invoiced expenses. For the Participant in the non-scrubber fitted ships sub pool the Company is making a bunker adjustment distribution which reflects the fuel economics available from the market. A fair solution for all Participants involved in the non-scrubber Pool.
Since 2017 maintenance of stable distributions has been facilitated by use of a working capital borrowing base facility. The Pool actively manage this, and in order to take advantage of a market improvement after a period of low earnings, towards the end of the year, the amount available and utilized was adjusted upwards for a period of 6 months from $100 million to $150 million.
Increasing the facility gave the pool some head room if bunker fuel supply prices spiked significantly, alternatively if Pool earnings were at a significantly elevated level for a sustained period with bimonthly distributions on over 60 vessels the higher borrowing base could be utilised.
With the increasing fleet size over the 2018 and 2019 years in 2019 to aid our suppliers and customers the Pool management took the opportunity to open an additional office in Singapore for post fixture support and increase the size of its commercial branch in the New York Office.
This level of flexibility and service coupled with a reputation for professionalism and trustworthiness helps maintain the Tankers International Pool as the world’s leading provider of modern, independent VLCC tonnage.