Corporate governance

BW Energy has an objective to generate long-term member returns which will be achieved through growth and dividend payments. The Company targets a dividend based on a pay-out ratio of 50% of annual net profit, adjusted for extraordinary items. The timing and amounts for such dividend payments will be decided by the Board of Directors, taking into account overall financial condition, capital requirements, including capital expenditure commitments, and general business conditions.”

The AGM normally takes place on or before 31 May each year.

The Board seeks to ensure that as many shareholders can participate in the Company’s general meetings and that the general meetings are an effective forum for the views of shareholders and the Board. 

The Nomination Committee composition is determined at the Company’s general meeting from time to time and the members are appointed by a general meeting resolution, including the chair of the committee. The general meeting determines the remuneration of the Nomination Committee and stipulates guidelines for the duties of the Nomination Committee.

The Nomination Committee proposes candidates for election to the Board. The Nomination Committee also is responsible for proposing the remuneration to be paid to the members of the Board. The Nomination Committee explains how the Committee arrived at its proposal for each candidate. The Company established a deadline for the Nomination Committee to propose candidates of no later than four weeks prior to the AGM.

On 31 December 2023, the Nomination Committee consisted of Sophie Smith (Chair), Bjarte Bøe, and Elaine Yew Wen Suen. The current committee members were appointed at the 2022 AGM.

The Audit Committee acts as a preparatory and advisory committee for the Board. The Audit Committee is responsible for approving the Board’s annual review of the Company’s most important areas of exposure to risk and its internal control arrangements, as well as an annual supervisory plan for internal audit work. The Audit Committee follows up on internal controls in connection with quarterly reviews of the Group’s financial reporting, in addition to two meetings in which internal control issues are addressed specifically. The chief financial officer, the Company’s other relevant senior staff and representatives of the external auditor, attend the meetings of the Audit Committee. At least once a year, the Board and the Audit Committee review the Company’s internal control procedures relating to its financial reporting process.

On 31 December 2023, the Audit Committee consisted of Hilde Drønen (Chair) and Russell Scheirman, both of whom are independent members of the Board.

The Technical and Commercial Committee (TCC) assists the Board in fulfilling its responsibility with regard to the management of the Company’s business, which include advising the Board on commercial and technical matters of the Company's operations, including potential investments or divestments by the Group, overall exploration and field development plans (including any significant changes or updates thereto) and any material procurements and commitments. The TCC reviews, at least annually, the systems utilized by the Company for identifying areas of material business risk, for measuring their possible impact on the Group and the procedures in place to mitigate the impact of such risks and it shall report to the Board accordingly.

On 31 December 2023, the Technical and Commercial Committee consisted of Russell Scheirman (Chair) and Tormod Vold, both of whom are independent members of the Board.

The Remuneration Committee acts as a preparatory and advisory committee for the Board in order to ensure thorough and independent preparation of matters relating to compensation to the executive personnel.

On 31 December 2023, the Remuneration Committee consisted of Andreas Sohmen-Pao (Chair) and Ana Zambelli, both of whom are also members of the Board.

The Board carries out an annual evaluation of its performance and expertise.