Mr. Conner has been a member of our Board since October 2014. Mr. Conner has a long history in the banking industry, most recently as Chief Executive Officer of OCBC Bank Ltd. in Singapore from 2002 to 2012. Prior to OCBC, Mr. Conner worked for Citibank for 26 years in a number of locations including New York, Tokyo, Singapore, Mumbai and Melbourne. Until recently, Mr. Conner served as a director on the board of OCBC Bank Ltd., where he also sat on the executive committee and risk management committee. Mr. Conner received a Bachelor of Arts degree from Washington University in St. Louis in 1974 and an M.B.A. from Columbia University Business School in 1976.
Mr. Livanos has been a member of our Board since the closing of our IPO. Mr. Livanos is the Chairman of GasLog and a member of GasLog’s board of directors. Mr. Livanos founded our affiliate GasLog LNG Services in 2001. He has served as the Chairman since GasLog was incorporated in July 2003 and he held the role of Chief Executive Officer from January 2012 until January 2013. Mr. Livanos is the chairman and sole shareholder of Ceres Shipping, an international shipping group. He also serves as chairman of several of Ceres Shipping’s subsidiaries, including DryLog Ltd., a company engaged in dry bulk shipping investments. In 1989 Mr. Livanos formed Seachem Tankers Ltd., which in 2000 combined with Odfjell ASA (later renamed Odfjell SE). He served on the board of directors of Odfjell SE until 2008. Mr. Livanos is the chairman of the board of directors of Euronav NV, an independent owner and operator of oil tankers. Mr. Livanos is a graduate of Columbia University. He is the first cousin of Philip Radziwill, GasLog’s Vice Chairman and a member of GasLog’s board of directors.
Mr. Papadimitriou is the managing partner of the law firm A.S. Papadimitriou and Partners, a position he has held since 1992. From 1986 until 2005, Mr. Papadimitriou served as legal counsel for Olympic Shipping & Management S.A, an affiliate of the Onassis Foundation, and since 1995 he has been the coordinator of the Executive Committee of the commercial activities controlled by the Onassis Foundation. In addition, Mr. Papadimitriou has been a member of the board of directors of the Alexander S. Onassis Public Benefit Foundation since 1988, serving as the president of the board since 2005. Mr. Papadimitriou has been a member of the board of directors of GasLog since November 2011, when he was designated by the Onassis Foundation to serve as a director. Mr. Papadimitriou also serves as a director of Global Finance S.A., a Greek investment firm. Mr. Papadimitriou is a graduate of the Athens University Law School and holds a postgraduate degree in maritime and transport law from the University Aix-en-Provence, a B.Sc. from the London School of Economics and a Ph.D. from the National and Kapodistrian University of Athens.
The nominees for Elected Director positions, as well as Mr. Conner, Mr. Kintzer and Mr. Papadimitriou, have been determined by our Board to be independent under the standards of the NYSE and the rules and regulations of the SEC.
The nominees for Elected Director positions and Mr. Conner qualify for membership on our conflicts committee. Under our Partnership Agreement, the members of the conflicts committee must meet the independence standards established by the NYSE and the SEC to serve on an audit committee of a board of directors, and may not be any of the following: (a) officers or employees of our General Partner, (b) officers, directors or employees of any affiliate of our General Partner (other than the Partnership and its subsidiaries) or (c) holders of any ownership interest in the General Partner, its affiliates or the Partnership and its subsidiaries (other than (x) common units or (y) awards granted pursuant to any long-term incentive plan, equity compensation plan or similar plan of the Partnership or its subsidiaries).
Board Leadership Structure
In accordance with our Partnership Agreement, our General Partner has delegated to our Board the authority to oversee and direct our operations, management and policies on an exclusive basis, and such delegation will be binding on any successor General Partner of the Partnership. Our Board leadership structure consists of our Executive Chairman and the chairmen of our Board committees. Our operational management is headed by our Chief Executive Officer, or “CEO”. Mr. Orekar, as CEO, is responsible for the day-to-day operations of the Partnership, which includes decisions relating to the Partnership’s general management and control of its affairs and business and works with our Board in developing our business strategy. The Board does not have a policy mandating that the roles of CEO and Executive Chairman be held by separate individuals, but believes that at this time the separation of such roles is appropriate and beneficial to unitholders.
Compensation of Directors and Senior Management
Executive Compensation
The Partnership has entered into an employment agreement with Curtis V. Anastasio, the Executive Chairman of our Board. A subsidiary of GasLog has entered into an employment agreement with Andrew J. Orekar, our CEO. Each agreement provides for an annual cash incentive bonus based in part on performance relative to pre-established targets. The services of our executive officers and other employees are provided pursuant to the administrative services agreement, under which we pay an annual fee. For the year ended December 31, 2014, the amount of compensation we paid to our executive officers, including annual and long-term cash incentive compensation that was paid to such officers, as well as aggregate fees for other administrative services provided by GasLog under the administrative services agreement, totaled $3.67 million. Our officers and employees and officers and employees of our subsidiaries and affiliates of GasLog and our General Partner may participate in employee benefit plans and arrangements sponsored by GasLog, GasLog subsidiaries, our General Partner or their affiliates, including plans that may be established in the future.
Compensation of Directors
Each non-management director receives compensation for attending meetings of our Board, as well as committee meetings. Non-management directors each receive a director fee of $120,000 per year. Members of the audit and conflicts committees each receive a committee fee of between $25,000 and $50,000 per year. Pursuant to the administrative services agreement, we pay directly to GasLog the director fees for any appointed directors who are also directors of GasLog. Our Executive Chairman receives director fees totaling $250,000. Each director may elect that all or a portion of the above fees will be paid in units rather than cash. In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings of the Board or committees.
We did not set aside or accrue any amounts in the year ended December 31, 2014 to provide pension, retirement or similar benefits to our directors or executive officers.
Equity Compensation Plan
In January 2015, our Board approved the GasLog Partners LP 2015 Long-Term Incentive Plan (the “Plan”). The purpose of the Plan is to promote the interests of the Partnership and its unitholders by attracting and retaining exceptional directors, officers, employees and consultants and enabling such individuals to participate in the long-term growth and financial success of the Partnership.
The Plan provides for the grant of options to purchase our common units, common unit appreciation rights, restricted common units, “phantom” common units, cash incentive awards and other equity-based or equity-related awards. We have reserved for issuance a total of 241,447 common units under the Plan (equal to approximately 1.7% of the 14,322,358 common units
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outstanding as of December 31, 2014), subject to adjustment for changes in capitalization as provided in the Plan. The Plan is administered by our Board, or such committee of our Board as may be designated by our Board to administer the Plan.
We expect to determine during the March meeting of the Board each year which individuals, if any, will be eligible to receive equity-based compensation awards under the Plan for such year and the amount of awards each participant will be eligible to receive. In addition, we intend to grant such awards on April 1 of such year (or, should April 1 of such year fall on a weekend or bank holiday, on the first business day thereafter).
We did not grant any awards under the Plan during the year ended December 31, 2014.
Committees of the Board of Directors
Audit Committee
We have an audit committee that, among other things, reviews our external financial reporting, engages our external auditors and oversees our internal audit activities and procedures and the adequacy of our internal accounting controls. Our audit committee is currently comprised of Robert B. Allardice III, Daniel Bradshaw, David P. Conner, Pamela Gibson and Donald J. Kintzer, with Mr. Allardice serving as the chair of the audit committee. Mr. Kintzer served as chair of the audit committee from the closing of our IPO until March 2015. Our Board has determined that each of Robert B. Allardice III, Daniel Bradshaw, David P. Conner, Pamela Gibson and Donald J. Kintzer satisfies the independence standards established by the NYSE, and that Mr. Allardice and Mr. Kintzer each qualify as an “audit committee financial expert” for purposes of SEC rules and regulations. Mr. Kintzer is expected to resign from our Board immediately prior to the Meeting.
Conflicts Committee
We also have a conflicts committee that is available at the Board’s discretion to review specific matters that the Board believes may involve conflicts of interest. The conflicts committee will determine if the resolution of the conflict of interest is fair and reasonable to us. The members of the conflicts committee must meet the independence standards established by the NYSE and the SEC to serve on an audit committee of a board of directors, and may not be any of the following: (a) officers or employees of our General Partner, (b) officers, directors or employees of any affiliate of our General Partner (other than the Partnership and its subsidiaries) or (c) holders of any ownership interest in the General Partner, its affiliates or the Partnership and its subsidiaries (other than (x) common units or (y) awards granted pursuant to any long-term incentive plan, equity compensation plan or similar plan of the Partnership or its subsidiaries). Any matters approved by the conflicts committee will be conclusively deemed to be fair and reasonable to us, approved by all of our partners and not a breach by our directors, our General Partner or its affiliates of any duties any of them may owe us or our Limited Partners. Our conflicts committee is currently comprised of Robert B. Allardice III, Daniel Bradshaw, David P. Conner and Pamela Gibson, with Daniel Bradshaw serving as chair of the conflicts committee. Following the Meeting, the conflicts committee will consist of Mr. Allardice, Ms. Gibson and Mr. Bradshaw, assuming they are elected as Elected Directors at the Meeting. Mr. Bradshaw will continue to serve as chair of the conflicts committee.
Corporate Governance
The Board and our Partnership’s management engage in an ongoing review of our corporate governance practices in order to oversee our compliance with the applicable corporate governance rules of the NYSE and the SEC.
We have adopted a Code of Business Conduct and Ethics for all directors, officers, employees and agents of the Partnership. This document and other important information on our governance are posted on our website and may be viewed at http://www.gaslogmlp.com. We will also provide a paper copy of any of these documents upon the written request of a unitholder at no cost. Unitholders may direct their requests to the attention of our General Counsel, c/o GasLog Monaco S.A.M., Gildo Pastor Center, 7 Rue du Gabian, MC 98000, Monaco.
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Limited Partner Nominations for Annual Meeting
Directors elected by our Limited Partners are nominated by the Board or by any Limited Partner or group of Limited Partners that holds at least 10% of the outstanding common units.
Our Partnership Agreement provides that Limited Partners seeking to nominate candidates for election as directors must provide timely notice of their proposal in writing to the Board. Generally, to be timely, a Limited Partner’s notice must be received at our principal executive offices not less than 90 days or more than 120 days prior to that annual meeting. In the event that the date of the annual meeting was not publicly announced by the Partnership by mail, press release or otherwise more than 100 days prior to the date of such meeting, such notice, to be timely, must be delivered to the Board not later than the close of business on the 10th day following the date on which the date of the annual meeting was announced. Our Partnership Agreement also specifies requirements as to the form and content of a Limited Partner’s notice. These provisions may impede Limited Partners’ ability to make nominations for directors at an annual meeting of Limited Partners. Individuals proposed as candidates for election as director by Limited Partners in accordance with these procedures will receive the same consideration which was given to individuals identified through other means to the Board.
Limited Partners who wish to send communications on any topic to the Board, may do so by writing to Nicola Lloyd, General Counsel, at Gildo Pastor Center, 7 Rue du Gabian, MC 98000, Monaco.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED DIRECTORS. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF THE PROPOSED DIRECTORS UNLESS A CONTRARY VOTE IS SPECIFIED.
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PROPOSAL FOUR
RATIFICATION OF INDEPENDENT AUDITORS
The Board is submitting for ratification at the Meeting the appointment of Deloitte LLP as the Partnership’s independent auditors for the fiscal year ending December 31, 2015. The charter of the audit committee requires the Partnership’s independent auditor to be engaged, retained and supervised by the audit committee. However, the Board considers the appointment of the independent auditor to be an important matter of Limited Partner concern and is submitting the appointment of Deloitte LLP for ratification by Limited Partners as a matter of good corporate practice. If the Limited Partners fail to ratify the selection, the audit committee may consider whether or not to retain Deloitte LLP.
Deloitte LLP has advised the Partnership that the firm does not have any direct or indirect financial interest in the Partnership, nor has such firm had any such interest in connection with the Partnership during the past three fiscal years other than in its capacity as the Partnership’s independent auditors.
All services rendered by the independent auditors are subject to approval by the Partnership’s audit committee.
Approval of Proposal Four requires the majority of the votes cast at the Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF DELOITTE LLP AS INDEPENDENT AUDITORS OF THE PARTNERSHIP FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A CONTRARY VOTE IS SPECIFIED.
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SOLICITATION
The cost of preparing and soliciting proxies will be borne by the Partnership. Solicitation will be made primarily by mail, but Limited Partners may be solicited by telephone, e-mail, or personal contact.
OTHER MATTERS
No other matters are expected to be presented for action at the Meeting. Should any additional matter come before the Meeting, it is intended that proxies in the accompanying form will be voted in accordance with the judgment of the person or persons named in the proxy.
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| | By Order of the Directors |
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| | Nicola Lloyd
General Counsel |
March 27, 2015
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