Euronav comes out with its own proposal for Supervisory Board changes

Belgian tanker shipping major Euronav has proposed to expand the membership of its Supervisory Board and to revise its structure, in line with the recent shifts in the company’s shareholder base.

Namely, Famatown and its affiliated companies, controlled by shipping tycoon John Fredriksen, have built up its stake in Euronav in the aftermath of the merger cancellation matching that of the CMB and its affiliated companies each owning 25% of the company’s shares.

As reported earlier, Frontline backed out of the fleet combination plans in a sudden turn of events.

The proposal is being announced ahead of the company’s special general shareholders’ meeting on March 23, 2023.

As Offshore Energy reported earlier, Euronav’s largest shareholder Compagnie Maritime Belge (CMB) is seeking to replace the entire Supervisory Board in the aftermath of the botched merger between Frontline and Euronav.

The tanker owner is not on board with the board replacement idea and is seeking a compromise.

The company is proposing to expand the board structure with two newly appointed non-independent members nominated by CMB NV (being Messrs. Marc Saverys and Patrick De Brabandere) and two newly appointed non-independent members to be nominated by Famatown (being Messrs. John Fredriksen and Cato H. Stonex).

“The increase of Board members will facilitate the inclusion of the four above-mentioned non-independent members nominated by Euronav’s two reference shareholders, to proportionately represent the current shareholding structure of Euronav,” the company said.

“The Supervisory Board of Euronav believes that the strong results of the company in particular those of the full year 2022, including the well-received net zero strategies for decarbonization, are a validation of the governance, forward-thinking strategic direction and oversight by its highly engaged and independent Supervisory Board.“

Euronav noted that its Supervisory Board and Management Board will be engaging extensively with shareholders between now and the general meeting on the proposal.

The decision comes on the back of a dismissal of Euronav’s emergency arbitration claims against Frontline and ordering the Belgian tanker owner to pay all costs of the arbitration proceedings.

The emergency arbitrator has dismissed Euronav’s request for provisional and interim measures saying that there was a lack of urgency in obtaining the requested measures.

Frontline said that the ruling strengthens its position that its decision to terminate the combination agreement was entirely lawful.

Euronav insists that Frontline’s unilateral action in pursuing the termination of the combination agreement has no basis and that Frontline failed to provide a satisfactory justification for its decision.

As disclosed, only the arbitration procedure on the merits that was initiated by Euronav on 28 January 2023 will decide on the merits of the validity of such termination.