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Investor Relations > Corporate Governance
The Company's business is managed
under the direction of the Board, in accordance with the Companies Act
of 1981 of Bermuda and the Company's
Memorandum of Association and Bye-laws. Members of the Board are kept
informed of the Company's business through: discussions with the Chairman
of the Board, the President and Chief Executive Officer and other members
of the Company’s management team; the review of materials provided
to directors; and, participation in meetings of the Board and its committees.
During the year ended December 31, 2003, three meetings of the Board
were held. All current directors attended all such meetings with the
exception of Mr. Nicholson, who was absent from one meeting due to illness.
Documents Establishing Our Corporate Governance
In November
2003, the New York Stock Exchange adopted significant new corporate governance
rules for listed companies. The SEC, in implementing
the Sarbanes-Oxley Act of 2002, adopted a number of new rules affecting
corporate governance and disclosure in 2002 and 2003. The Board and the
Company’s management have engaged in an ongoing review of our corporate
governance, with a goal of full compliance with the new rules before
the new rules become effective for the Company.
The Company has adopted a number of key documents that are the foundation of its corporate governance, including:
- Code of Ethics
- Corporate Governance, Nominating and Compensation Committee Charter
- Audit Committee Charter
- Corporate Governance Guidelines
The Board has a long-standing commitment to sound and effective corporate governance practices. The Board’s Corporate Governance Guidelines address a number of important governance issues such as:
- Selection and monitoring of the performance of the Company’s senior management;
- Succession planning for the Company’s senior management;
- Qualifications for membership on the Board;
- Functioning of the Board, including the requirement for meetings of the independent directors; and
- Standards and procedures for determining the independence of directors.
The Board believes that the Corporate Governance Guidelines and other governance
documents meet current requirements and reflect a very high standard of corporate
governance.
Committees of the Board
The Board has established an Audit Committee, a Chartering Committee, a Capital Markets Committee, a Risk Committee, a Corporate Governance, Nominating
and Compensation Committee
and a Operational and Environmental R&D Committee.
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AUDIT COMMITTEE Francis T. Nusspickel - Chairman Peter Nicholson D. John Stavropoulos Michael G. Jolliffe |
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CHARTERING COMMITTEE Nikolas P. Tsakos - Chairman D. John Stavropoulos George V. Saroglou |
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CAPITAL MARKETS COMMITTEE Michael G. Jolliffe - Chairman D. John Stavropoulos Nikolas P. Tsakos |
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RISK COMMITTEE D. John Stavropoulos - Chairman Peter Nicholson Nikolas P. Tsakos Paul Durham |
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CORPORATE GOVERNANCE, NOMINATING / COMPENSATION COMMITTEE Peter Nicholson - Chairman D. John Stavropoulos Michael G. Jolliffe William A. O’ Neil Richard L. Paniguian Francis T. Nusspickel Aristides A.N. Patrinos |
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OPERATIONAL AND ENVIRONMENTAL R&D COMMITTEE Aristides A.N. Patrinos - Chairman William A. O’ Neil Francis T. Nusspickel Vasilis Papageorgiou * |
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* (Mr. Papageorgiou is the Deputy Chairman of the Company’s technical manager, Tsakos Shipping) |
TSAKOS ENERGY NAVIGATION LTD
CORPORATE GOVERNANCE, NOMINATING AND COMPENSATION
COMMITTEE CHARTER
1.1 The committee will comprise three of the independent members of the Board from time to time. Other individuals who are independent of the company may be co-opted as and when appropriate. For these purposes, no member of the committee will be considered to be independent of the company unless he satisfies the requirements for independence laid down by the US SEC and the New York Stock Exchange from time to time.
1.2 The Board will appoint the committee chairman. The chairman of the Board may not be the chairman of the committee.
1.3 The company secretary or a nominee will be the secretary of the committee.
2. Meetings
2.1 The committee will meet formally at least three times each year.
2.2 A meeting of the committee may be called by any member of the committee or by the secretary.
2.3 Notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed will be forwarded to each member of the committee not fewer than five working days before the date of the meeting.
2.4 The quorum for the committee meetings will be two present in person or by an alternate (who must be independent of the company).
2.5 In the absence of the committee chairman and/or an appointed deputy, the remaining members present will elect one of their number to chair the meeting.
2.6 The secretary will keep appropriate records of all meetings of the committee with appropriate minutes of the proceedings and resolutions.
2.7 Copies of the minutes of the meetings will be circulated to all members of the committee and to the chairman of the Board; any director may upon request to the secretary of the committee, as long as there is no conflict of interest, obtain copies of the committee's agenda and minutes.
3.1 The committee will:
Corporate governance:
(a) develop and recommend to the Board corporate governance guidelines applicable to the company and keep such guidelines under review;
(b) oversee the evaluation of Board and management;
(c) arrange for an annual performance evaluation of the committee;
(d) produce an annual report to the Board;
(e) review regularly the Board structure, size and composition and make recommendations to the Board with regard to any adjustments that are deemed necessary;
(f) be responsible for identifying and nominating candidates for the approval of the Board to fill Board vacancies as and when they arise as well as put in place plans for succession, in particular, of the chairman and executive officers;
(g) make recommendations to the Board for the continuation (or not) in service of an executive director as an executive or non-executive director;
(h) recommend directors who are retiring by rotation to be put forward for re-election.
Compensation:
(i) determine the compensation of the non-executive directors;
(j) determine and administer the group's long term incentive plans, including any equity based plans and grants under them; and
(k) have due regard to the rules of the New York Stock Exchange and requirements of the US SEC in discharging its duties, including the production of an annual report on executive compensation as required by the SEC to be included in the company's annual proxy statement or annual report on form 10-K filed with the SEC.
4. Authority
4.1 The committee will:
(a) have the power to employ the services of such advisers as it deems necessary to fulfil its responsibilities;
(b) have the sole power to retain and terminate any search/recruitment firm to identify director candidates; as well as sole authority to approve the fees and other terms of engagement of any such firm;
(c) have the sole power to retain and terminate any compensation consultant assisting in the evaluation of a director or the chief executive officer or senior executive compensation;
(d) keep the membership and succession position of the Board under regular review to ensure the optimum balance of executive and non-executive directors, disciplines, age and relevant experience;
(e) take practical steps to meet and form personal judgements on those identified to have potential for the Board; and
(f) make appropriate recommendations to the Board.