Euronav has proposed to expand the membership of its Supervisory Board and to revise its structure, calling on shareholders to put representatives from both shareholders on the board while rejecting the broader effort to replace the current board.
To remind, in July 2022, Euronav and Frontline Ltd. had signed a ‘definitive combination agreement’ to create a leading global independent oil tanker operator with 146 vessels including 68 VLCCs. As announced, the combined group would be named Frontline and its operations would continue in Europe and Asia including Belgium, Norway, UK, Singapore and Greece, with headquarters in Cyprus. However, the merger plans failed as in January 2023, Frontline terminated the combination agreement with Euronav. Following this update, Euronav said that Frontline failed to provide a satisfactory reason for its decision to pursue termination, stating that ‘this decision is in the corporate benefit of Euronav’.
Noew the Supervisory Board of Euronav is proposing to increase the number of its members and to amend its composition, in accordance with Belgian and global governance best practices. The proposal has been designed to reflect the recent changes to the Company’s shareholder base with Famatown and affiliated companies and CMB and affiliated companies each holding, at the date hereof, 25% of the shares of Euronav (both excluding treasury shares).
According to a Euronav statement the current Supervisory Board ”recommends a composition of its future Supervisory Board that reflects the current shareholding structure of Euronav, with two (2) newly appointed non-independent members nominated by CMB NV (being Messrs. Marc Saverys and Patrick De Brabandere) and two (2) newly appointed non-independent members to be nominated by Famatown (being Messrs. John Fredriksen and Cato H. Stonex, assuming that Famatown will take the necessary steps to formalize the proposal referenced in its press release dated 10 February 2023). The increase of Board members will facilitate the inclusion of the four (4) above mentioned non-independent members nominated by Euronav’s two (2) reference shareholders, to proportionately represent the current shareholding structure of Euronav.’‘
The proposal is being announced ahead of the company’s special general shareholders’ meeting on March 23, 2023. In particular, Euronav refers the following: ”In view of the annual general meeting of shareholders taking place on 17 May 2023, shortly after the special general meeting of shareholders, and in view of the mandates of two directors coming to an end at such annual general meeting, the Supervisory Board will at that occasion again look at its composition in terms of number of independent directors, appropriate skills, expertise and experience as well as potential new independents joining the Supervisory Board and it will communicate in due course in this respect.
Euronav believes that the strong results of the company in particular those of the full year 2022, including the well-received net zero strategy for decarbonization, are a validation of the governance, forward thinking strategic direction and oversight by its highly engaged and independent Supervisory Board.