At the core of corporate governance, is the role of the Board of Directors in overseeing how management serves the long-term interests of the shareholders. An active, informed, independent and involved Board is essential for ensuring MC Shipping's integrity, transparency and long-term strength.

Audit Committee
Section 3.11 of the By-Laws of the Company provides that there shall be an Audit Committee of the Board of Directors (the “Committee”) consisting of two or more directors, a majority of whom are not officers of the Company and are not currently and have not previously been employees of the Company, or its respective affiliates. The Committee is currently comprised of Messrs. Pardini and Young.

They make sure that the Committee shall review the following matters and advise and consult with the entire Board of Directors with respect thereto:

• the preparation of the Company's annual financial statements in collaboration with the Company's independent certified accountants;
• the sale or other disposition of the Company's vessels; and
• the mortgaging of any of the Company's vessels as security for indebtedness of the Company or any of its subsidiaries;

The committee reviews the major risks facing the business, assists the board in its duties regarding financial accounts and continually reviews the operation of internal financial controls.  It also reviews the scope and results of the audit with the external auditors.

Nominating and Corporate Governance Committee   
The Nominating and Corporate Governance Committee consists of three or more Independent Directors. Its members Messrs. Pardini, Young, and Crawford.  The purpose of the Nominating and Corporate Governance Committee is to:

• Identify individuals qualified to become members of the Board of Directors of the Company and recommend to the Board nominees for election as Directors ;
• Maintain oversight of the operation and effectiveness of the Board and the corporate governance and Management of the Company ;
• Develop, update as necessary and recommend to the Board corporate governance principles and policies applicable to the Company, including the Company’s Corporate Governance Guidelines ; and
• Monitor compliance with such corporate governance principles and policies. Corporate Governance

The board of directors
The company is headed by an experienced board of directors.

The directors are responsible for the proper conduct of the company’s affairs. It is responsible for the major investment proposals. The board discusses and agrees strategic plans, reviews forecasts and evaluates Group performance.

The roles of Chairman and Chief Executive Officer are held by different individuals. The division of responsibilities between the Chairman and Chief Executive Officer has been clearly established; their responsibilities are set out in writing and have been agreed by the board.  The Chairman is principally responsible for running the board and the Chief Executive Officer’s principle role is the running of the company’s business.

Remuneration and Nomination committee
The committee is responsible for all aspects of the remuneration of Executive Directors and senior managers, considers all new appointments to the board against a detailed job description, and makes recommendations for the operation of the company’s performance related schemes.  The committee meets as required but not less than once per year.

Internal Control
MC Shipping has an established and on-going process of risk management and internal control which has continued throughout the year under review and up to the date of approval of the Annual Report and Accounts. The Board is responsible for the effectiveness of the Company’s system of internal control, which has been designed and implemented to meet the particular requirements of the Company and the risks to which it is exposed.

During the period under review, no significant changes to the material risks to which the Company is exposed were identified, and no control failings or weaknesses were identified that resulted in unforeseen material losses.

Financial reporting systems are comprehensive and include weekly, monthly and annual reporting cycles as well as a comprehensive budgetary process.  Monthly management accounts are prepared by the Company. These contain forecasts of the current financial year which are updated six times per year and are compared against the previous forecast, the budget and prior year actual.

Health, Safety and Environment
The Company is committed to continuously working for improved health, safety and environment to prevent, as far as possible, injuries, accidents and pollution from normal operations and emergency scenarios.

The Company policy is to protect the health and safety of its employees and any other parties involved in the conduct of its business operations.  It aims to meet or exceed all legal and industry requirements and to have systems to define and eliminate health and safety risks.
 

Corporate Governance