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Statement of Significant Differences Between the Corporate Governance Practices of Safe Bulkers, Inc. and the New York Stock Exchange, Inc. (the "NYSE") Corporate Governance Standards
Pursuant to certain exceptions for foreign private issuers and controlled companies, Safe Bulkers, Inc., a Marshall Islands corporation (the "Company") is not required to comply with certain of the corporate governance practices followed by U.S. and non-controlled 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. For example, our audit committee consists solely of independent directors. The significant differences between our corporate governance practices and the NYSE standards applicable to listed U.S. companies are set forth below.
The NYSE requires that listed companies have a majority of independent directors. As permitted under Marshall Islands law and our bylaws, our Board of Directors consists of a majority of non-independent directors.
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. As permitted under Marshall Islands law and our bylaws, our non-management directors do not regularly hold executive sessions without management and we do not expect them to do so.
The NYSE requires that a listed U.S. company have a nominating/corporate corporate governance committee and a compensation committee, each composed of independent directors. As permitted under Marshall Islands law and our bylaws, we have a combined corporate governance, nominating & compensation committee which is not composed wholly of independent directors.
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 Marshall Islands law, although we intend to adopt such guidelines.
The NYSE requires that a listed U.S. company adopt and disclose a code of business conduct and ethics for directors, officers and employees and proptly disclose any waivers of the code for directors and executive officers. We are not required to adopt such guidelines under Marshall Islands law. We intend to adopt such guidelines in the future.
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