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Governance documents & policies

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 TORM 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 August 2018.

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 January 2021 elected Denmark 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 downwards movement.

Articles of Association

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Board Committees

The Audit Committee

The Audit Committee consists of Göran Trapp, as Chairman, David Neil Weinstein and Annette Justad.

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, Annette Justad and David Neil 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, Annette Justad and David Neil 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, David Neil Weinstein and Annette Justad.

To read the Terms of Reference of the Risk Commitee see below document.

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Corporate Governance

TORM has as of January 2021 elected Denmark 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 downwards movement.

TORM plc has adopted the UK Corporate Governance Code, as issued by the Financial Reporting Council in August 2018. The code is available on www.frc.org.uk.

As a company incorporated in the UK and listed on Nasdaq both in Copenhagen and in New York, the Company is required to report on its compliance with the Code in accordance with the “comply or explain” principle.

The Company’s position with respect to compliance (or non-compliance) with the individual recommendations of the Code is required to be included in the Directors’ report forming part of the Company’s Annual Report and Accounts (the “Annual Report”), the contents of which are summarized in more detail in this Corporate Governance Statement. Prior to publication of the 2020 Annual Report, any references to the Annual Report should be viewed as reference to details which will appear in that Annual Report.

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 undertake both the management and monitoring functions of the Company (the “Board”).

Practices of the Board in general of the Company and any Executive Director(s):

  • The Directors are entrusted with the 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 the best interests of the Company consistent with their fiduciary duties
  • The Non-Executive Directors of the Board select the Executive Director(s) and determine the terms and conditions of employment and the duties of the Executive Director(s). The Executive Director(s), together with the other members of the Group’s Senior Management (together, the “Senior Management”) are responsible for the day-to-day management of the Company, including the Company’s operational development, results and internal development, and for implementing the strategies and overall decisions approved by the Board
  • The Board has established an Audit Committee, a Remuneration Committee, a Nomination Committee and a Risk Committee. Terms of Reference for each of these committees are available on the Company’s website (www.torm.com).

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.

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Incentive Scheme

Here, you can find and download TORM Incentive Programme.

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UK Tax Policy

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