The general meeting
The general meeting is the Company’s highest decision-making body. The annual general meeting is normally held in June each year. The annual general meeting resolves among others the approval of the Company’s annual report and financial statements, appoints the auditor and elects the board of directors. A proposition of candidates is placed before the annual general meeting, duly considering complementary qualifications of the candidates.

The board of directors
The board of directors consists of up to ten directors appointed by the annual general meeting. Three of the directors are representatives of the owning family (Høegh). Up to seven directors are independent including two directors who are resident in Bermuda where the Company is incorporated.
The board of directors has among its tasks to establish the group’s overall objectives and strategies, resolve budget and business plans, consider and approve financial statements and quarterly financial reports, monitor the financial development, establish policies and resolve issues with strategic implications and material consequences. The work of the board is scheduled in an annual plan with fixed information- and decision points. If required, interim board meetings are arranged in accordance with the Corporate Governance Policies.
The board of directors has authorised Leif Höegh & Co AS to carry out the day-to-day management of the group under a Management Agreement comprising administrative-, commercial- and technical activities. The board of directors establishes and defines authorities and extent of decisions to be resolved by each business unit, the president and the board of directors through the Company’s Decision Guides.

Board committees
Two board committees are established in order to increase the efficiency of the work of the board of directors. The board of directors appoints members among the directors to the Audit Committee and the Governance and Compensation Committee. The committees’ work is of preparatory nature and does not imply any delegation of the board of directors’ legal responsibilities. The committees report about questions discussed to the board of directors through written minutes and verbal presentations at the board meetings. The committees’ tasks are defined in committee charters, which are reviewed annually.

Auditor
The auditor is appointed by the general meeting and has the duty to audit the Company’s financial reporting. Höegh’s auditor is currently Ernst & Young. In order to safeguard the board of directors’ access and control of the auditor’s work, the auditor meets with the audit committee.

Information and reporting
Höegh has a policy of openness when it comes to reporting information to stakeholders. Periodical reports include quarterly reports, annual report, annual financial statements and environmental report. Main events are also reported through press releases. Full financial statements are not available to the general public.

Corporate structure
Leif Höegh & Co Limited (Höegh) is the ultimate holding company in which results and accounts are consolidated. The company owns vessels.
Leif Höegh & Co AS (Höegh AS) is incorporated in Norway and carries out the day-to-day management of the group under a management agreement with Höegh.
Höegh Autoliners AS is a fully integrated Ro/Ro entity. The company has a number of subsidiaries supporting the commercial activities worldwide.
Höegh LNG is a fully integrated LNG carrier entity. The company was established as a separate entity in 2006.
Höegh Fleet Services AS (HFS) is responsible for the ship management (technical management and crewing) of the groups owned vessels. HFS sources crews through its subsidiaries in the Philippines and China.
Leif Höegh & Co Shipping AS (LHS) is a shipowning subsidiary of Höegh AS under Norwegian shipping tax regulations. Leif Höegh (UK) Ltd (LHUK) is a ship operating subsidiary of Höegh AS.