Articles of association
ONE TORM
TORM's world-class operational platform pursues a strategic framework
focusing on four common goals named One TORM:
- Putting customers first to achieve full customer reach and flexibility in order to outperform available earnings benchmarks
- Ensuring quality in everything by e.g. improving technical and commercial tradability and delivering optimized processes across the entire value chain
- Acting responsibly by maintaining the highest safety, environment and CSR standards
- Operating in a cost-efficient manner
Senior Management
Our Management team has an international oulook and many years of shipping experience.
The Board of Directors
Meet the people who strive to keep the Company running with best intention and hard work.
The Heritage
Explore our journey through time.
Founded in 1889, TORM has sailed the seas for more than 125 years.
In recent years, the debate on the importance of good Corporate Governance has grown. TORM is pleased to support the ultimate goal of the ongoing debate: the achievement of better and more responsible corporate management.
For TORM, good corporate governance represents the framework and guideline for business management. This includes the overall principles and structures of the Company’s management. The aim is to ensure that the Company is managed in a proper and orderly manner consistent with applicable legislation and codes.
In line with the ‘comply or explain’ principle, the Board of Directors has considered the UK Corporate Governance Code, as issued by the Financial Reporting Council in September 2014.
TORM complies with the revised recommendations with the exceptions detailed in the Company’s position on the individual recommendations, which is publicly available on the website in line with the disclosure obligations for companies listed on Nasdaq Copenhagen.
TORM has as of April 2017 elected UK as home state for the purposes of the EU Transparency Directive. TORM's major shareholder reporting threshold is 3 percentage of the voting rights or nominal value of the total share capital with further announcement requirements for each whole percentage point upwards or downward movement.
THE AUDIT COMMITTEE
The Audit Committee consists of Pär Göran Trapp, as Chairman, Christopher Boehringer and Torben Janholt.
To read the Terms of Reference of the Audit Commitee see below document.
THE REMUNERATION COMMITTEE
The Remuneration Committee consists of Christopher Boehringer, as Chairman, Torben Janholt and David Weinstein.
To read the Terms of Reference of the Remuneration Commitee see below document.
THE NOMINATION COMMITTEE
The Nomination Committee consists of Christopher Boehringer, as Chairman, Torben Janholt and David Weinstein.
To read the Terms of Reference of the Nomination Commitee see below document.
THE RISK COMMITTEE
The Risk Committee consists of Göran Trapp, as Chairman, Christopher Boehringer and Torben Janholt.
To read the Terms of Reference of the Risk Commitee see below document.
TORM has as of April 2017 elected UK as home state for the purposes of the EU Transparency Directive. TORM's major shareholder reporting threshold is 3% of the voting rights or nominal value of the total share capital with further announcement requirements for each whole percentage point upwards or downward movement.
TORM plc has adopted the UK Corporate Governance Code, as issued by the Financial Reporting Council in September 2014. The code is available on www.frc.org.uk.
As a company incorporated in the UK and listed on Nasdaq Copenhagen, the Company is required to report on its compliance with the Code in accordance with the “comply or explain” principle.
The Company has a one-tier board governance structure in accordance with UK legislation and is governed, subject to its Articles of Association, by its board of directors, consisting of both executive and non-executive directors, which undertakes both the management and monitoring functions of the Company.
The Company's Directors are entrusted with overall responsibility for the Company. The duties of the Directors include establishing policies for strategy, accounting, organization and finance and the appointment of executive officers. The primary responsibilities of the Directors are to manage the business and affairs of the Company within the limits prescribed by the Company’s Articles of Association or by special resolution of the shareholders. The Directors must act in what they consider to be the best interests of the Company consistent with their fiduciary duties.
The Board has established an Audit Committee, a Remuneration Committee, a Nomination Committee and a Risk Committee.
Click on below document to read the Company's Corporate Governance statement which provides a detailed account of how the Company has applied the Code’s principles and how it complies with its provisions.
Here, you can find and download TORM Incentive Programme.
TORM has 4,787,692 tradable warrants, all issued in connection with TORM A/S restructuring in 2015 and reissued by TORM plc in connection with TORM's corporate reorganization as of 15 April 2016. The warrants can be transferred by submitting a warrant transfer notice found below via email to MAN@torm.com with copy to IR@torm.com
For further information on the warrants including the terms, please refer to the Warrant Instrument document below.
TORM expects all employees and business partners to comply with the laws and regulations of the communities in which we operate. Our employees are furthermore expected to comply with the Company’s Business Principles and to the policies imposed by the Management at all times.
TORM also expects all employees to help protect the interests of TORM by raising concerns of known or suspected breaches of the Business Principles and policies. Concerns should be raised with their superior officer(s).
Instances may occur, where an employee assesses that a concern cannot be raised with the superior officer(s) or that a concern is not satisfactorily addressed by the superior officer(s). In such cases, the employee is encouraged to raise the concern using the whistleblower function, which is an external independent lawyer's office solicited by the Board of Directors to receive and process concerns and claims relating to TORM raised by TORM employees, business partners or anyone else.
The whistleblower will protect the identity of people raising concerns, cf. the whistleblower policy. However, if you prefer to remain anonymous, you may file a report by telephone, by letter or by sending an encrypted mail to:
The whistleblower for TORM:
Holst, Advokater
Att.: Partner Jørgen Holst
Hans Broges Gade 2
DK-8100 Århus C
Denmark
Tel.: +45 89 34 00 00
E-mail:
Click on the file below to view a description of the whistleblower function and TORM’s whistleblower policy.
Click on the file below to open the whistleblower template. The opened window will display the information, which would normally be useful in assessing the nature and seriousness of concerns raised. Provide as much information as you wish in any language of your choice.
Whistleblower Service Provider Charter - 13 November 2017
13 November 2017
BUSINESS CONDUCT
Responsible behavior has always been central to TORM’s business and to the mindset of our employees.
HIGH QUALITY SERVICES
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ENVIRONMENTAL AWARENESS & PROTECTION