In accordance with the NYSE rules, below are the CoolCo Code of Business Conduct and Ethics, and CoolCo Audit Committee Charter. CoolCo has also included the Anti-Bribery and Anti-Corruption Policy; the Sanctions and Exports Control Policy; the Speak Up Policy; and the Bye-Laws.
Corporate Governance
Set out below is a summary of the differences between Cool Company Ltd’s Corporate Governance Practice and the New York Stock Exchange, Inc. (the “NYSE”) Corporate Governance Standards.
Overview
Pursuant to an exception under the NYSE listing standards available to foreign private issuers, Cool Company Ltd (“CoolCo”) is not required to comply with all of the corporate governance practices followed by U.S. companies under the NYSE listing standards (which are available at www.nyse.com) because in certain cases we follow our home country (Bermuda) practice. Pursuant to Section 303A.11 of the NYSE Listed Company Manual and the requirements of Form 20-F, CoolCo is required to list the significant differences between our established corporate governance practices that comply with and follow our home country practices and are in line with the spirit of the NYSE standards applicable to listed U.S. companies. Set forth below is a list of those differences:
Independence of directors.
The NYSE requires that a U.S. listed company maintain a majority of independent directors. As a foreign private issuer, we rely on home country practice in Bermuda to be exempted from the requirement to maintain a majority of independent director. Currently, our board of directors is not comprised of a majority of independent directors.
Audit Committee.
The NYSE requires, among other things, that a listed U.S. company have an audit committee with a minimum of three members. As permitted by Rule 10A-3 under the Securities Exchange Act of 1934, our audit committee consists of two independent members of our Board of Directors, Mr. Neil Glass and Mr. Sami Iskander (who are independent under the NYSE listing standards and U.S. securities laws relating to audit committees) and two non-voting observers.
Compensation Committee.
The NYSE requires U.S. listed companies to have a compensation committee composed entirely of independent directors and a committee charter addressing the purpose, responsibility, rights and performance evaluation of the committee. We will rely on home country practice in Bermuda to be exempted from certain of the corporate governance requirements of the NYSE, such that we will not have a standing compensation committee.
Nomination / Corporate Governance Committee.
The NYSE requires that a listed U.S. company have a nomination/ corporate governance committee of independent directors and a committee charter specifying the purpose, duties and evaluation procedures of the committee. Consistent with our status as a foreign private issuer and the jurisdiction of our incorporation (Bermuda), we will not have a nominating/corporate governance committee.
Share Issuance.
The NYSE requires that a listed U.S. company obtain prior shareholder approval for certain issuances of authorized stock or the approval of, and material revisions to, equity compensation plans. As permitted under Bermuda law and our bye-laws, we do not seek shareholder approval prior to issuances of authorized stock or the approval of and material revisions to equity compensation plans.
Corporate Governance Guidelines.
The NYSE requires U.S. companies to adopt and disclose corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession and an annual performance evaluation of the Board. We are not required to adopt such guidelines under Bermuda law and we have not adopted such guidelines.