Statement of Significant Differences Between SFL’s Corporate Governance Practices 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, SFL Corporation Ltd., a Bermuda company (the “Company”), is not required to comply with all of the corporate governance practices followed by U.S. companies under the NYSE listing standards. However, pursuant to Section 303.A.11 of the NYSE Listed Company Manual, we are required to state any significant differences between our corporate governance practices and the practices required by the NYSE. We believe that our established practices in the area of corporate governance are in line with the spirit of the NYSE standards and provide adequate protection to our shareholders. The significant differences between our corporate governance practices and the NYSE standards applicable to listed U.S. companies are set forth below.
Executive Sessions
The NYSE requires that non-management directors meet regularly in executive sessions without management. The NYSE also requires that all independent directors meet in an executive session at least once a year. While Bermuda law and our byelaws do not require our non-management directors to regularly hold executive sessions without management, out non-management directors regularly hold such sessions without management from time to time.
Nominating/Corporate Governance Committee
The NYSE requires that a listed U.S. company have a nominating/corporate governance committee of independent directors and a committee charter specifying the purpose, duties and evaluation procedures of the committee. As permitted under Bermuda law and our byelaws, our nominating or corporate governance committee consists of three members of our Board of Directors, of which two are independent.
Audit Committee
The NYSE requires, among other things, that a listed U.S. company have an audit committee with a minimum of three members, all of whom are independent, including as set forth under Rule 10A-3 of the Securities Exchange Act of 1934. As permitted under Bermuda law and our byelaws, our audit committee consists only of two independent members of our Board of Directors.
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. We are not required to adopt such guidelines under Bermuda law and we have not adopted such guidelines. We do encourage our shareholders that wish to learn more about our governance practices, including how they differ from U.S. domestic companies, to review our Annual Report on Form 20-F which has been publicly filed with the United States Securities and Exchange Commission and is available on our website, www.sflcorp.com.
Available for download (PDF):
Bye Laws
Code of Business Ethics and Conduct
Audit Committee Charter
Complaints Procedure
Financial Crime Policy
Compensation Committee Charter
Nominating and Corporate Governance Committee Charter
ESG Committee Charter
Privacy Policy