Committees of the Board of Directors for Safe

Send us Feedback

Safe Bulkers (SB)

	SUMMARY

	BULLS

	BEARS

	TOPICS

	DATA CENTRAL

	STOCK CHART

	SEC FILINGS

	BALANCE

	INCOME

	CASH FLOW

SB » Topics » Committees of the Board of Directors

This excerpt taken from the SB 6-K filed Jun 8, 2009.

Committees of the Board of Directors

Audit committee

Our audit committee consists of Ole Wikborg, Basil Sakellis and Frank Sica as chairman. Our board of directors has determined that Frank Sica qualifies as an audit committee “financial expert,” as such term is defined in Regulation S-K promulgated by the SEC. The audit committee is responsible for:


	•	the appointment, compensation, retention and oversight of independent auditors and approving any non-audit services performed by such auditor;

	•	assisting the board in monitoring the integrity of our financial statements, the independent auditors’ qualifications and independence, the performance of the independent accountants and our internal audit function and our compliance with legal and regulatory requirements;

	•	annually reviewing an independent auditors’ report describing the auditing firm’s internal quality-control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the auditing firm;

	•	discussing the annual audited financial and quarterly statements with management and the independent auditors;

	•	discussing earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies;


	•	discussing policies with respect to risk assessment and risk management;

	•	meeting separately, and periodically, with management, internal auditors and the independent auditor;

	•	reviewing with the independent auditor any audit problems or difficulties and management’s responses;

	•	setting clear hiring policies for employees or former employees of the independent auditors;

	•	annually reviewing the adequacy of the audit committee’s written charter;

	•	reporting regularly to the full board of directors; and

	•	handling such other matters that are specifically delegated to the audit committee by the board of directors from time to time.

Corporate governance, nominating and compensation committee

Our corporate governance, nominating and compensation committee consists of Ole Wikborg, Basil Sakellis and Frank Sica as chairman. The corporate governance, nominating and compensation committee is responsible for:


	•	nominating candidates, consistent with criteria approved by the full board of directors, for the approval of the full board of directors to fill board vacancies as and when they arise as well as put in place plans for succession, in particular, of the Chairman of the board of directors and executive officers;

	•	selecting, or recommending that the full board of directors select, the director nominees for the next annual meeting of shareholders;

	•	developing and recommending to the full board of directors corporate governance guidelines applicable to us and keep such guidelines under review;

	•	overseeing the evaluation of the board and management; and

	•	handling such other matters that are specifically delegated to the corporate governance, nominating and compensation committee by the board of directors from time to time.


D.	Employees

We have no salaried employees, and have not entered into any employment agreements. Our Manager employs, and provides us with, all four of our executive officers, including our chief executive officer, Polys Hajioannou, our president, Dr. Loukas Barmparis, our chief financial officer, Konstantinos Adamopoulos and our chief operating officer, Ioannis Foteinos. Our Manager is responsible for paying any salaries payable to our executive officers. Approximately 252 officers and crew members served on board the vessels we own as of December 31, 2008, but are employed by our Manager.


E.	Share ownership

The common stock beneficially owned by our directors and executive officers and/or companies affiliated with these individuals is disclosed in “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders” below.

This excerpt taken from the SB 20-F filed May 19, 2009.

Committees of the Board of Directors

Audit committee


	•	the appointment, compensation, retention and oversight of independent auditors and approving any non-audit services performed by such auditor;

	•	assisting the board in monitoring the integrity of our financial statements, the independent auditors’ qualifications and independence, the performance of the independent accountants and our internal audit function and our compliance with legal and regulatory requirements;

	•	annually reviewing an independent auditors’ report describing the auditing firm’s internal quality-control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the auditing firm;

	•	discussing the annual audited financial and quarterly statements with management and the independent auditors;

	•	discussing earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies;


	•	discussing policies with respect to risk assessment and risk management;

	•	meeting separately, and periodically, with management, internal auditors and the independent auditor;

	•	reviewing with the independent auditor any audit problems or difficulties and management’s responses;

	•	setting clear hiring policies for employees or former employees of the independent auditors;

	•	annually reviewing the adequacy of the audit committee’s written charter;

	•	reporting regularly to the full board of directors; and

	•	handling such other matters that are specifically delegated to the audit committee by the board of directors from time to time.

Corporate governance, nominating and compensation committee


	•	nominating candidates, consistent with criteria approved by the full board of directors, for the approval of the full board of directors to fill board vacancies as and when they arise as well as put in place plans for succession, in particular, of the Chairman of the board of directors and executive officers;

	•	selecting, or recommending that the full board of directors select, the director nominees for the next annual meeting of shareholders;

	•	developing and recommending to the full board of directors corporate governance guidelines applicable to us and keep such guidelines under review;

	•	overseeing the evaluation of the board and management; and

	•	handling such other matters that are specifically delegated to the corporate governance, nominating and compensation committee by the board of directors from time to time.


D.	Employees


E.	Share ownership

EXCERPTS ON THIS PAGE:

6-K	Jun 8, 2009

20-F	May 19, 2009

Safe Bulkers (SB)

SB » Topics » Committees of the Board of Directors

EXCERPTS ON THIS PAGE:

RELATED TOPICS for SB: