Corporate Governance

Corporate Governance involves the processes and procedures used to manage the business affairs of a company and includes the structure and balance of power between the management and board. This section provides bios of board and committee members, as well as charters and codes of conduct developed for the various committees.

Governance Policies

The following Corporate Governance Guidelines (“Guidelines”) have been adopted by the Board of Directors (the “Board”) of Dorian LPG Ltd. (the “Company”) to assist the Board in the exercise of its responsibilities and to promote the effective functioning of the Board and its committees. These Guidelines are not intended to change or interpret any applicable law or regulation. The Board will review and amend these Guidelines as it deems necessary and appropriate.

Board Composition

  • Size of Board.
    The number of directors that constitutes the Board will be fixed from time to time by a resolution adopted by the Board in conformity with the Company’s Articles of Incorporation (the “Articles”) and Bylaws (the “Bylaws”). The Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) periodically reviews the size of the Board to ensure that the current number of directors most effectively supports the Company.

  • Majority of Independent Directors.
    The Board will have a majority of directors who meet the criteria for independence required by the NYSE Listed Company Manual upon the expiration of any transition period following the Company’s initial public offering. Audit Committee members will satisfy additional independence requirements pursuant to Securities and Exchange Commission (“SEC”) and the NYSE Listed Company Manual.

    The Board shall consider the relationships that each director has with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) and only those directors who the Board affirmatively determines have no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) will be considered independent directors, subject to additional qualifications prescribed under the NYSE Listed Company Manual or under applicable law.

    In the event that a director becomes aware of any change in circumstances that may result in such director no longer being considered independent under the NYSE Listed Company Manual or under applicable law, the director shall promptly inform the Chairman of the Board. If such circumstances cannot be resolved, such director should submit to the Board written notification of such circumstances and an offer of resignation from the Board and each of the committees on which such director serves. The Board need not accept such offer of resignation; however, the submission of such offer of resignation provides the opportunity for the Board to review the appropriateness of the continuation of such individual’s membership on the Board. In some cases, it may be appropriate for such director to be replaced as a member of one or more of the committees on which he or she serves but be retained as a director.

  • Board Membership Criteria
    • Qualifications.
      The Board seeks members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. This assessment will include an individual’s independence, as well as consideration of diversity, age, skills and experience in the context of the needs of the Board.
    • Simultaneous Service.
      No director should serve on more than six other public company boards. Directors should advise the Chairman of the Board and the chair of the Nominating Committee in advance of accepting an invitation to serve on another public company board.
    • Expectations.
      Each director will be expected to:
    • dedicate sufficient time, energy and attention to ensure the diligent performance of his or her duties;
    • comply with the duties and responsibilities set forth herein and in the by-laws of the Company;
    • comply with all duties of care, loyalty and confidentiality applicable to directors of publicly traded corporations organized in our jurisdiction of incorporation; and
    • adhere to the Company’s Code of Ethics, including, but not limited to, the policies on conflicts of interest expressed therein.

  • New Directors
    The Nominating Committee has, as one of its responsibilities, the recommendation of director candidates to the full Board. Nominees for directorship will be selected by the Nominating Committee in accordance with the policies and principles in its charter. The Nominating Committee will consider candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating Committee will take into consideration the needs of the Board and the qualifications of the candidate. The Nominating Committee may establish procedures, from time to time, regarding shareholder submission of candidates.

  • Retirement
    • Term Limits.
      The Board does not favor term limits for directors, but believes that it is important to monitor overall Board performance. Therefore, the Nominating Committee shall review each director’s continuation on the Board at the time of the director’s re-nomination to the Board. This will also allow each director the opportunity to confirm his or her desire to continue as a member of the Board.
    • Directors Changing Their Present Job Responsibilities.
      The Board expects directors to inform the Nominating Committee of a change in their business position including, without limitation, retirement from the position on which their original nomination was based, in order to provide an opportunity for the Board, through the Nominating Committee, to review the continued appropriateness of Board membership under the circumstances.

Board Activities

  • Directors’ Duties.
    The Board is elected by stockholders to provide oversight and strategic guidance to senior management. The basic responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be the best interests of the Company and its stockholders. In discharging that obligation, directors should be entitled to rely on the honesty and integrity of the Company’s officers, employees, outside advisors and independent auditors. The Board selects and oversees the members of senior management, to whom the Board delegates the authority and responsibility for the conduct of the day-to-day operations of the business.

    Directors are expected to attend Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Directors are expected to review meeting materials prior to Board and committee meetings and, when possible, should communicate in advance of meetings any questions or concerns that they wish to discuss so that management will be prepared to address the same. Each director’s attendance at, and preparation for, Board meetings and meetings of committees on which they serve, shall be considered by the Nominating Committee when recommending director nominees. Directors are expected to attend the Company’s annual meeting of shareholders. A director who is unable to attend the Company’s annual meeting of shareholders (which it is understood will occur on occasion) is expected to notify the Chairman of the Board.

  • Board Meetings
    • Selection of Agenda Items and Executive Sessions.
      The Chairman of the Board and Chief Executive Officer should establish the agenda for Board meetings. Each Board member is free to suggest the inclusion of items on the agenda. Each Board member is free to raise at any Board meeting subjects that are not on the agenda for that meeting. The independent directors will meet at least twice yearly in executive session without any non-independent directors or members of the Company’s management present. There may, but does not need to be, a single presiding director at all executive sessions. If, however, one director is chosen to preside at all executive sessions, his or her name shall be disclosed in the annual proxy statement. If a presiding director is not chosen to preside at all executive sessions, then the responsibility will rotate quarterly among the chairs of the Audit, Compensation, and Nominating Committees. Presently, Mr. Thomas Coleman has been chosen to serve as the lead independent director at all executive sessions.
    • Distribution of Materials.
      The Company shall distribute, to the extent practicable and sufficiently in advance of meetings to permit meaningful review, written materials for use at Board meetings.
    • Attendance of Non-Directors.
      The Board believes that attendance of key executive officers augments the meeting process, and such attendance should be encouraged except where prohibited by regulatory requirements or when the Board meets in executive session.
    • Number of Meetings.
      The Board should meet as frequently as needed for directors to discharge their responsibilities. Without limiting the foregoing, the Board should endeavor to hold a minimum of four regular meetings per year, and special meetings as required.
    • Communication with the Board.
      A majority of our independent directors has approved procedures with respect to the receipt, review and processing of, and any response to, written communications sent by shareholders and other interested persons to our Board of Directors. Such communications may be addressed to: Dorian LPG Ltd., c/o Dorian LPG (USA) LLC, 27 Signal Road, Stamford, Connecticut 06902. Mail addressed to “Outside Directors” or “Non-Employee Directors” will be forwarded or delivered to the lead independent director, who is presently Mr. Thomas Coleman. Mail addressed to the “Board of Directors” will be forwarded or delivered to the Chairman of the Board.

      The Secretary of our Company is authorized to open and review any mail or other correspondence received that is addressed to the Board, a committee or any individual director. If, upon opening any correspondence, the Secretary determines that it contains materials unrelated to the business or operations of the Company or to the Board’s functions, including magazines, solicitations or advertisements, the contents may be discarded.

      Any interested party, including any employee, may make confidential, anonymous submissions regarding questionable accounting or auditing matters or internal accounting controls and may communicate directly with the Chairman of the Board by letter to the above address, marked for the attention of the Chairman of the Board. Any written communication regarding accounting, internal accounting controls or other financial matters are processed in accordance with procedures adopted by the Audit Committee.

  • Conflicts of Interest
    Directors shall avoid any action, position or interest that conflicts with an interest of the Company, or gives the appearance of a conflict. The Company annually solicits information from directors in order to monitor potential conflicts of interest and directors are expected to be mindful of their fiduciary obligations to the Company.

  • Director Compensation.
    A director who is also an officer of the Company or of an affiliate of the Company will not receive additional compensation for such service as a director. The form and amount of non-employee director compensation will be determined by the Board upon the recommendation of the Compensation Committee in accordance with the policies and principles set forth in its charter. The Board is aware that questions as to directors’ independence may be raised when directors’ fees and emoluments exceed what is customary. Similar concerns may be raised when the Company makes substantial charitable contributions to organizations in which a director is affiliated, or enters into consulting contracts with (or provides other indirect forms of compensation to) a director. The Board will critically evaluate each of these matters when determining the form and amount of director compensation and will ensure that such payments do not violate the applicable independence requirements of the NYSE Listed Company Manual.

  • Orientation and Continuing Director Education
    The directors and the Company are committed to ensuring that all directors receive orientation and continuing education.

  • Assessing Board Performance
    The Board will conduct an annual self-evaluation, overseen by the Nominating Committee, to determine whether it and its committees are functioning effectively. The Nominating Committee will be responsible for establishing the evaluation criteria and implementing the process for this evaluation, as well as considering other corporate governance principles that may, from time to time, merit consideration by the Board..

  • Access to Officers and Employees
    Board members have complete and open access to the Company’s Chief Executive Officer and Chief Financial Officer. Board members who wish to have access to other members of management may coordinate such access through one of the foregoing or may contact such members of management directly.

  • Interaction with Third Parties
    The Board believes that management should speak for the Company and that the Chairman should speak for the Board. In order to ensure compliance with applicable securities laws and to avoid the potential detriment to the interests of the Company and its stockholders and other constituencies that could result from inconsistent communications, the members of the Board will refer inquiries from institutional investors, analysts, the press, customers or clients to the Chief Executive Officer or the Chief Financial Officer.

  • Board Authority
    The Board and each committee have the power to hire independent legal, financial or other advisors as they may deem necessary, without consulting or obtaining the approval of any officer of the Company in advance.

  • Confidentiality
    The Board believes maintaining confidentiality of information and deliberations is an imperative. Information learned during the course of service on the Board is to be held confidential and used solely in furtherance of the Company’s business.

Board Committees

  • Board Committees.
    The Board will have at all times an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each of these Committees shall consist solely of independent directors. Committee members will be appointed by the Board upon recommendation of the Nominating Committee with consideration of the desires of individual directors.

The Board may, from time to time, establish or maintain additional committees as necessary or appropriate.

  • Rotation of Committee Assignments and Chairs.
    The Nominating Committee shall annually review the committee assignments. While the Board does not favor mandatory rotation of committee assignments or chairs, in making its annual recommendations to the Board regarding committee composition, the Nominating Committee shall consider the rotation of the chairman and members of committees, factoring in directors’ experiences, interests and qualifications, with a view toward balancing the benefits derived from continuity against the benefits derived from the diversity of experience and viewpoints of the various directors.

  • Committee Charters.
    Each of the Audit, Compensation, and Nominating Committees shall have its own charter. The charters will set forth the purposes, goals and responsibilities of these committees as well as qualifications for committee membership, procedures for committee member appointment and removal, committee structure and operations and committee reporting to the Board. The charters will also provide that each committee will annually evaluate its own performance. Other committees may have a charter, as determined by the Board.

  • Frequency and Length of Committee Meetings.
    The chair of each committee, in consultation with the committee members, will determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee’s charter.

Chief Executive Officer Evaluation and Management Succession

  • CEO Compensation.
    The Compensation Committee will conduct an annual review of the Chief Executive Officer’s compensation and, either as a Committee or together with the other independent directors, set the Chief Executive Officer’s compensation level based on this review in accordance with the policies set forth in the charter of the Compensation Committee.

  • Succession.
    The Board or the Nominating Committee shall work with the Chairman of the Board and the Chief Executive Officer to plan for Chief Executive Officer succession, as well as to develop plans for interim succession for the Chief Executive Officer in the event of an unexpected occurrence.

Amendment and Availability of the Guidelines

  • Amendment.
    The Board may amend, waive, suspend or repeal any of these Guidelines at any time, with or without public notice, as it determines necessary and appropriate in the exercise of the Board’s judgment or fiduciary duties.

  • Availability.
    These Guidelines will be included on the Company’s website and will be made available upon request to the Company’s Secretary.

Code of Ethics

The Board of Directors of Dorian LPG Ltd. (the “Company”) has adopted this Code of Ethics (the “Code”) for all of the Company’s employees, directors, officers and agents (“Employees”).

Conflicts of Interest

A conflict of interest occurs when an Employee’s private interests interfere, or even appear to interfere, with the interests of the Company as a whole. While it is not possible to describe every situation in which a conflict of interest may arise, Employees must never use or attempt to use their position with the Company to obtain improper personal benefits. Any Employee who is aware of a conflict of interest, or is concerned that a conflict might develop, should discuss the matter with the Audit Committee or counsel to the Company immediately.

Corporate Opportunities

Employees owe a duty to advance the legitimate interests of the Company when the opportunities to do so arise. Employees may not take for themselves personally opportunities that are discovered through the use of corporate property, information or position.

Confidentiality and Privacy

It is important that Employees protect the confidentiality of Company information. Employees may have access to proprietary and confidential information concerning the Company’s business, clients and suppliers. Confidential information includes such items as non-public information concerning the Company’s business, financial results and prospects and potential corporate transactions. Employees are required to keep such information confidential during employment as well as thereafter, and not to use, disclose, or communicate that confidential information other than in the course of employment. The consequences to the Company and the Employee concerned can be severe where there is unauthorized disclosure of any non-public, privileged or proprietary information. To ensure the confidentiality of any personal information collected and to comply with applicable laws, any Employee in possession of non-public, personal information about the Company’s customers, potential customers, or Employees, must maintain the highest degree of confidentiality and must not disclose any personal information unless authorization is obtained.

Honest and Fair Dealing

Employees must endeavor to deal honestly, ethically and fairly with the Company’s customers, suppliers, competitors and employees. No Employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. Honest conduct is considered to be conduct that is free from fraud or deception. Ethical conduct is considered to be conduct conforming to accepted professional standards of conduct.

Protection and Proper Use of Company Assets

The Company’s assets are only to be used for legitimate business purposes and only by authorized Employees or their designees. This applies to tangible assets (such as office equipment, telephone, copy machines, etc.) and intangible assets (such as trade secrets and confidential information). Employees have a responsibility to protect the Company’s assets from theft and loss and to ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. If you become aware of theft, waste or misuse of the Company’s assets, you should report this to your manager.

Compliance with Laws, Rules and Regulations

It is the Company’s policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each Employee to adhere to the standards and restrictions imposed by those laws, rules and regulations, and in particular, those relating to accounting and auditing matters. Any Employee who is unsure whether a situation violates any applicable law, rule, regulation or Company policy should contact the Company’s counsel.

Anti-Corruption and Anti-Bribery

The UK Bribery Act 2010 (the “Bribery Act”) and the Foreign Corrupt Practices Act (the “FCPA”) (together the “Anti-Corruption Legislation”) prohibit the Company and its employees and agents (and generally any person performing services on behalf of the Company) from offering, promising or giving money or any other item of value to win or retain business or to influence any act or decision of a third party and, in the case of the Bribery Act, regardless of whether such third party is a public official. Violation of the Bribery Act and/ or the FCPA is a crime that can result in severe fines and criminal penalties for both the relevant individual, the Company its Management and Directors. The Company takes compliance with the Anti-Corruption Legislation very seriously. Accordingly, in addition to other existing and future measures the Company has tasked an independent third party auditor to run annual and spot checks aimed at detecting and eventually preventing any impropriety. Employees with specific queries on either the Bribery Act and/ or the FCPA should contact the Company’s counsel.

Securities Trading

Because we are a public company, we are subject to a number of laws concerning the purchase of our shares and other publicly traded securities. Company policy prohibits Employees and their family members from trading securities while in possession of material, non-public information relating to the Company or any other company, including a customer or supplier that has a significant relationship with the Company. Information is “material” when there is a substantial likelihood that a reasonable investor would consider the information important in deciding whether to buy, hold or sell securities. In short, any information that could reasonably affect the price of securities is material. Information is considered to be “public” only when it has been released to the public through appropriate channels and enough time has elapsed to permit the investment market to absorb and evaluate the information. If you have any doubt as to whether you possess material non-public information, you should contact your manager or contact the Company’s counsel. See also Insider Trading Policy for additional details including the Blackout Policy and Pre-Clearance of Trades requirements.

Disclosure

Employees are responsible for ensuring that the disclosure in the Company’s periodic reports is full, fair, accurate, timely and understandable. In doing so, Employees shall take such action as is reasonably appropriate to (i) establish and comply with disclosure controls and procedures and accounting and financial controls that are designed to ensure that material information relating to the Company is made known to them; (ii) confirm that the Company’s periodic reports comply with applicable law, rules and regulations; and (iii) ensure that information contained in the Company’s periodic reports fairly presents in all material respects the financial condition and results of operations of the Company. Employees will not knowingly (i) make, or permit or direct another to make, materially false or misleading entries in the Company’s, or any of its subsidiaries’, financial statements or records; (ii) fail to correct materially false and misleading financial statements or records; (iii) sign, or permit another to sign, a document containing materially false and misleading information; or (iv) falsely respond, or fail to respond, to specific inquiries of the Company’s independent auditor or outside legal counsel.

Procedures Regarding Waivers

Because of the importance of the matters involved in this Code, waivers will be granted only in limited circumstances and where such circumstances would support a waiver. Waivers of the Code may only be made by the Audit Committee and will be disclosed by the Company.

Internal Reporting

Employees shall take all appropriate action to stop any known misconduct by fellow employees or other Company personnel that violate this Code. The Company is committed to high standards of ethical, moral and legal business conduct. To ensure compliance with applicable laws and regulations of the countries where the Company conducts business, the Company has established various policies and procedures, including the Code of Ethics. Employees, contractors (including oceangoing staff), officers and directors have an obligation to comply with these policies and to promptly alert the Chairman of the Audit Committee or the Company’s counsel of any deviation from them.

The Company has contracted Issuer Direct, a confidential and secure third party system to facilitate Whistleblower reporting for employees, directors, officers, contractors, subcontractors, agents and vendors to raise concerns without fear of retaliation for reports made in good faith. To file a report, go to the Investors section of the Company’s website or through the Company’s intranet site.

Insider Trading Policy

General

The Securities Exchange Act of 1934, as amended, prohibits the misuse of material, nonpublic information. In order to avoid even the appearance of impropriety, DORIAN LPG LTD. (the “Company”) has instituted procedures to prevent the misuse of nonpublic information.

Although “insider trading” is not defined in the securities laws, it is generally thought to be described as trading either personally or on behalf of others on the basis of material non-public information or communicating material non-public information to others in violation of the law.

This policy (the “Policy”) will be administered and supervised by the Company’s Chief Financial Officer. Please pay special attention to the “Blackout” and “Trading Window” policies discussed in this memorandum.

WHOM DOES THE POLICY COVER?

The Policy covers all of the Company’s officers, directors and employees (“insiders”), as well as any transactions in any securities participated in by family members, trusts or corporations directly or indirectly controlled by insiders. In addition, the Policy applies to transactions engaged in by corporations in which the insider is an officer, director or 10% or greater stockholder and a partnership of which the insider is a partner, unless the insider has no direct or indirect control over the partnership.

The Company forbids any insider from trading, either for his or her personal account or on behalf of others, while in possession of material nonpublic information, or communicating material nonpublic information to others in violation of the law. This prohibited conduct is often referred to as “insider trading.”

  • The Policy extends to each insider’s activities within and outside his/her duties at the Company. Each insider must read and retain this statement.
  • Failure to comply with the Policy may cause an employee to be subject to disciplinary action.

WHAT IS INSIDER TRADING?

The term “insider trading” generally is used to refer to trading while in possession of material nonpublic information (whether or not one is an “insider”) and/or to communications of material nonpublic information to others. The law in this area is generally understood to prohibit, among other things:

  • trading by an insider while in possession of material nonpublic information;
  • trading by a non-insider while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or the information was misappropriated;
  • trading while in possession of material nonpublic information concerning a tender offer; and
  • wrongfully communicating, or “tipping”, material nonpublic information to others.

THE INSIDER CONCEPT

As a general guide for our directors, officers and employees, components of what amounts to “insider trading” are described below:

Who is an insider?

The concept of “insider” is broad. It includes officers, directors, trustees, and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, bank lending officers, and the employees of those organizations.

What information is material?

Trading on information that is “material” is prohibited. Information generally is considered “material” if:

  • there is a substantial likelihood that a reasonable investor would consider the information important in making an investment decision, or
  • the information is reasonably certain to have a substantial effect on the price of a company’s securities.

Information that should be considered material includes: dividend changes, earnings estimates not previously disseminated, material changes in previously-released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidity problems, and extraordinary management developments.

What information is non-public?

Information is nonpublic until it has been effectively communicated to the market place. For example, information found in a report filed with the U.S. Securities and Exchange Commission, or appearing in Dow Jones, Reuters, The Wall Street Journal, on Bloomberg or in other publications of general circulation ordinarily would be considered public. In addition, in certain circumstances, information disseminated to certain segments of the investment community may be deemed “public”, for example, research communicated through institutional information dissemination services such as First Call. (However, the fact that research has been disseminated through such a service does not automatically mean that it is public.) Remember, it takes time for information to become public. The amount of time since the information was first disseminated ordinarily is a factor regarding whether the information is considered “public”.

PENALTIES FOR INSIDER TRADING

Penalties for insider trading are severe both for the individuals involved as well as for their employers. A person can be subject to some or all of the penalties listed below, even if he or she does not personally benefit from the violation.

Penalties may include:

  • Jail sentences;
  • Civil injunctions;
  • Civil treble (3x) damages;
  • Disgorgement of profits;
  • Criminal fines of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and
  • Fines for the employers or other controlling person of up to the greater of $1 million or three times the amount of the profit gained or loss avoided.

Clearly, it is in the Company’s and your best interests for the Company to put into place procedures to prevent improper trading by its insiders.

PROCEDURES TO PREVENT INSIDER TRADING

The following procedures have been established to aid in the prevention of insider trading. Every insider must follow these procedures or risk sanctions, including: dismissal, substantial personal liability and criminal penalties.

Questions to Ask

Prior to trading in the Company’s shares, and if you think you may have material non-public information, ask yourself the following questions:

  • Is the information material? Is this information that an investor would consider important in making an investment decision? Would you take it into account in deciding whether to buy or sell? Is this information that would affect the market price of the securities if generally disclosed?
  • Is the information non-public? To whom has this information been provided? Has it been effectively communicated to the marketplace? Has enough time gone by?

Action Required

If you are at all uncertain as to whether any information you have is “inside information,” you must:

  • Immediately report the matter to the Chief Financial Officer or the Company’s outside legal counsel;
  • Refrain from purchasing or selling the shares; and
  • Not communicate the information inside or outside the Company.

After the employee and the Company’s Chief Financial Officer have reviewed the issue and consulted with outside legal counsel to the extent appropriate, the insider will be instructed as to whether he/she may trade and/or communicate that information.

Blackout Policy and Trading Window

To assure compliance with the Policy and applicable securities laws, the Company requires that all insiders refrain from conducting transactions involving the purchase or sale of Company shares other than during the period commencing at the open of the New York Stock Exchange on the second business day following the date of public disclosure of the financial results for a particular fiscal quarter or year and continuing until the close of the New York Stock Exchange on the fourteenth (14th) day after the last day of the current fiscal quarter (the “Trading Window”). In addition, from time to time material non-public information regarding the Company may be pending. While such information is pending, the Company may impose a special “blackout” period during which the same prohibitions and recommendations shall apply.

Remember: Even during the Trading Window, any person possessing material non-public information concerning the Company, should not engage in any transactions in Company shares until such information has been made public and absorbed by the market.

Pre-Clearance of Trades

All insiders must refrain from trading in Company shares, even during the Trading Window, without first complying with the Company’s “pre-clearance” process. Each such person should contact the Company’s Chief Financial Officer prior to commencing any trade. The Company’s Chief Financial Officer will consult as necessary with senior management and/or outside legal counsel to the Company before clearing any proposed trade.

Coverage

The Policy applies not only to Company shares, but also any other securities issued by the Company.

QUESTIONS OR CONCERNS

Any questions or concerns regarding the Company’s Policies and Procedures to detect and prevent insider trading should be directed to the Company’s Chief Financial Officer or outside legal counsel, or, if such questions or concerns involve such persons, to the Chief Executive Officer. The personal trading activity of the Chief Financial Officer will be reviewed by the Chief Executive Officer.

Whistleblower Policy

The Company is committed to high standards of ethical, moral and legal business conduct. To ensure compliance with applicable laws and regulations of the countries where the Company conducts business, the Company has established various policies and procedures, including the Code of Ethics. Employees, contractors (including oceangoing staff), officers and directors have an obligation to comply with these policies and to promptly alert the Chairman of the Audit Committee or the Company’s counsel of any deviation from them.

Reporting

The Company has contracted Issuer Direct, a confidential and secure third party system to facilitate Whistleblower reporting for employees, directors, officers, contractors, subcontractors, agents and vendors to raise concerns without fear of retaliation for reports made in good faith. To file a report, please click on the link below which will direct you to the confidential and secure reporting structure through a choice of a hotline or electronic submission.

Whistleblower |Direct Submission

Board of Directors

John Hadjipateras, Chairman

John C. Hadjipateras has served as Chairman of the Board and as our President and Chief Executive Officer and as President of Dorian LPG (USA) LLC since our inception in July 2013. Mr. Hadjipateras has been actively involved in the management of shipping companies since 1972. From 1972 to 1992, Mr. Hadjipateras was the Managing Director of Peninsular Maritime Ltd., in London and subsequently served as President of Eagle Ocean. He has served as a member of the board of the Greek Shipping Cooperation Committee, of the Council of Intertanko and has been a member of the Baltic Exchange since 1972 and of the American Bureau of Shipping since 2011. He also served on the Board of Advisors of the Faculty of Language and Linguistics of Georgetown University and is a trustee of Kidscape, a leading U.K. charity organization. He was a Director of SEACOR Holdings Inc., a global provider of marine transportation equipment and logistics services, from 2000 until 2013.

Øivind Lorentzen, Director

Øivind Lorentzen has served as a director of the Board since July 2013. Mr. Lorentzen is currently Vice Chairman of the Board of directors of SEACOR Holdings Inc. and served as the Chief Executive Officer of SEACOR Holdings Inc. from September 2010 through February 2015. Mr. Lorentzen served as a Director of Era Group Inc., an international helicopter operator from February 2013 through October 2014. From 1990 until September 2010, Mr. Lorentzen was President of Northern Navigation America, Inc., an investment management and ship-owning agency company concentrating in specialized marine transportation and ship finance. From 1979 to 1990, Mr. Lorentzen was Managing Director of Lorentzen Empreendimentos S.A., an industrial and shipping group in Brazil, and he served on its Board of Directors until December 2005. From 2000 to 2008, Mr. Lorentzen was Chairman of NFC Shipping Funds, a leading private equity fund in the maritime industry. Mr. Lorentzen is a director of Blue Danube, Inc., a privately owned inland marine service provider, and a director of Genesee & Wyoming Inc., an owner and operator of short line and regional freight railroads. Mr. Lorentzen earned his undergraduate degree at Harvard College and his Masters of Business Administration from the Harvard Business School.

John Lycouris, Director

John C. Lycouris has served as Chief Executive Officer of Dorian LPG (USA) LLC and a director of the Company since our inception in July 2013. Since joining Eagle Ocean in 1993, Mr. Lycouris attended to a multitude of sale and purchase contracts and pre and post delivery financing of newbuilding and second hand vessels in the tanker, LPG, and dry bulk sectors. Mr. Lycouris’ responsibilities include investment strategy for a number of portfolios on behalf of domestic and foreign principals represented by Eagle Ocean. Before joining Eagle Ocean, Mr. Lycouris served as Director of Peninsular Maritime Ltd. a ship brokerage firm, which he joined in 1974, and managed the Finance and Accounts departments. Mr. Lycouris graduated from Cornell University, where he earned an MBA, and from Ithaca College with a Bachelor of Science.

Christina Tan, Director

Christina Tan, Executive Director of the MTM Group, has been appointed to the Company’s Board of Directors. Ms. Tan has been an officer with MTM for over 30 years, performing a variety of roles including finance and chartering, and has also been a board member of Northern Shipping Funds since 2008.

Tom Coleman, Director

Thomas J. Coleman has served as a director of the Board since September 2013. Mr. Coleman has served as co-Founder and co-President of Kensico Capital Management Corporation (Kensico) since 2000. Mr. Coleman is also the co-principal of each of Kensico’s affiliates. Prior to working with Kensico and its affiliates, Mr. Coleman was employed by Halo Capital Partners. Prior to his employment at Halo, Mr. Coleman founded and served as Chief Executive Officer and a director of PTI Holding Inc. from 1990 until 1995. Since October 2012, Mr. Coleman has served as a director of WebMD. From February 2011 until its sale in January 2012, Mr. Coleman served as a director of Tekelec, a publicly traded global provider of core network solutions.

Ted Kalborg, Director

Ted graduated with an MBA from Harvard in 1977. After graduation he joined Brown and Root where he held several line management positions including assignment as General Manager of Wilbar in Norway – a j/v between Brown and Root and Wilhelm Wilhelmsen ASA. Ted founded the Tufton Group in 1985 and today serves as Chairman of Tufton Oceanic Limited and has several other directorships. Tufton is a fund management group focusing on energy and shipping. The group has about $2.5bn under management and invests in private and public companies in these sectors.

Malcolm McAvity, Director

Committees

Audit Committee Charter

This Audit Committee Charter ("Charter") has been adopted by the Board of Directors (the "Board") of Dorian LPG Ltd. (the "Company"). The Audit Committee of the Board (the "Committee") shall review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval.

Role and Independence; Organization

The Committee assists the Board in its oversight of (1) the quality and integrity of the Company’s financial statements and its accounting, auditing and financial reporting practices, (2) the Company’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence and (4) the performance of the Company’s independent auditors and the Company’s internal audit function. It may also have such other duties as may from time to time be assigned to it by the Board and are required by the rules and regulations of the Securities and Exchange Commission, the New York Stock Exchange or any other securities exchange on which the Company’s securities are traded.

The Committee shall maintain free and open communication (including periodic private executive sessions) with the independent auditors, internal auditors, and Company management. In discharging its oversight role, the Committee shall have full access to all Company books, records, facilities, personnel and outside professionals. The Committee shall have the authority and shall receive necessary funding from the Company to retain special legal, accounting or other consultants or advisors employed by the Committee and shall obtain such advice and assistance from such special legal, accounting or other consultants or advisors as the Committee deems necessary. The Committee shall have sole authority to approve related fees and retention terms. Each member of the Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Company from which it receives information, (ii) the accuracy of the financial and other information provided by such persons or organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board), and (iii) representations made by management as to all audit and non-audit services provided by the independent auditors to the Company.

The membership of the Committee shall consist of at least one director. All the Committee members will meet the independence and experience requirements of the New York Stock Exchange or any other securities exchange on which the Company’s securities are traded and Rule 10A-3 under the Securities Exchange Act of 1934. Each member of the Committee will be financially literate, as such qualification is interpreted by the Board in its business judgment, or become financially literate within a reasonable time after appointment to the Committee. At least one member of the Committee will have accounting or related financial management expertise, as such qualification is interpreted by the Board in its business judgment. The designation or determination by the Board of a person as an Audit Committee financial expert will not impose on such person individually, on the Committee, or on the Board as a whole, any greater duties, obligations or liability than would exist in the absence of such designation or determination. Each director appointed to the Committee shall serve on the Audit Committees of no more than two other companies.

The members of the Committee shall be elected at least annually by the Board at a meeting of the Board and shall serve until their successors shall be duly elected and qualified. One member of the Committee may be designated as Chairman, who shall be responsible for leadership of the Committee, including scheduling and presiding over meetings, preparing agendas, making regular reports to the Board, and maintaining regular liaison with the CEO, CFO, the lead independent audit partner and the director of internal audit. Unless a Chairman is elected by the full Board, the members of the Committee may designate a Chairman by majority vote of the full Committee membership.

The Committee shall meet at least three times annually. The Committee shall also periodically meet with the Company’s management, internal auditors and independent auditors separately from the Board. A majority of the Committee members currently holding office shall constitute a quorum for the transaction of business. The Committee shall take action by the affirmative vote of a majority of the Committee members present at a duly held meeting. The Committee shall maintain minutes of its meetings and records relating to those meetings and the Committee’s activities. The Committee may form and delegate authority to subcommittees consisting of one or more members of the Committee when appropriate.

Responsibilities

The Committee’s job is one of oversight. Management is responsible for the preparation, presentation and integrity of the Company’s financial statements. Management and the internal auditing department are responsible for maintaining appropriate accounting and financial reporting principles and practices and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for auditing the annual financial statements.

The Committee and the Board recognize that management and the independent auditors have more resources and time and more detailed knowledge and information regarding the Company’s accounting, financial and auditing practices than do Committee members; accordingly the Committee’s oversight role does not provide any expert or special assurance as to the Company’s financial statements or any certification as to the work of the independent auditors. Nor is it the duty of the Committee to conduct investigations or to assure compliance with laws and regulations.

Although the Board and the Committee may wish to consider other duties from time to time, the general recurring activities of the Committee in carrying out its oversight role are described below. The Committee shall be responsible for:

  • The appointment, replacement, compensation, evaluation and oversight of the work of the independent auditors to be retained to audit the annual financial statements of the Company and review the quarterly financial statements of the Company, and approve in advance the scope and costs of such audit and non-audit services to be provided by the independent auditors.
  • Annually evaluate the performance and qualification of the independent auditors and assess the independence of such auditors.
  • Annually obtaining and reviewing the independent auditor’s formal written statement describing: the firm’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues.
  • Annually obtaining from the independent auditors a formal written statement describing all relationships between the auditors and the Company, addressing the matters set forth in Independence Standards Board Standard No. 1. The Committee shall actively engage in a dialogue with the independent auditors with respect to any disclosed relationships that may impact the objectivity and independence of the auditors, and shall consider whether the independent auditors’ provision of information technology consulting and other non-audit services to the Company, if any, is compatible with the auditors’ independence. The Committee shall recommend that the Board take appropriate actions to satisfy itself as to the auditors’ independence.
  • Reviewing the annual audited financial statements and quarterly financial statements and discussing them with management and the independent auditors. These discussions shall include the matters required to be discussed under Statement of Auditing Standards No. 114, as modified or supplemented, consideration of the quality of the Company’s accounting principles as applied in its financial reporting, and the Company’s disclosures under "Management’s Discussion and Analysis of Financial Condition and Results of Operations." Such discussions shall also include, to the extent applicable, a review of particularly sensitive accounting estimates, reserves and accruals, review of judgmental areas, review of critical accounting policies and alternative treatments of financial information, review of audit adjustments, review of financial risk exposures that may have a material impact on the Company’s financial statements and the policies and steps management has taken to monitor and control such exposures, and other such inquiries as the Committee or the independent auditors shall deem appropriate. Based on its review, and its confirmation that management believes there are the financial statements to be included in the Company’s annual report contain no materials misstatements the Committee shall make its recommendation to the Board as to the inclusion of the Company’s audited financial statements in any Annual Report of the Company on Form 20-F or any successor form thereto (or the Annual Report to Shareholders, if distributed prior to the filing of the Form 20-F or successor form).
  • Preparing annually a report to be included in any proxy statement of the Company as required by the rules of the Securities and Exchange Commission, and submitting such report to the Board for approval.
  • Overseeing the relationship with the independent auditors, including discussing with the auditors the planning and staffing of the audit and, to the extent applicable, review of the quarterly earnings releases other quarterly financial information and reports, and the nature and rigor of the audit and quarterly review process, receiving and reviewing audit and applicable quarterly reports, reviewing with the auditors any problems or difficulties the auditors may have encountered in carrying out the audit, including any restrictions placed on the scope of the audit or difficulties obtaining any required information, reviewing with the independent auditors and management any management letters provided by the auditors and the Company’s response to such letters, and providing the auditors full access to the Committee and the Board to report on all appropriate matters. The Committee shall undertake to resolve all disagreements between the Company’s independent auditors and management regarding financial reporting.
  • Discussing with management the financial statements proposed to be included in the Company’s annual report on Form 20-F and obtaining assurances from management that such financial statements contain no material misstatements or omissions and obtaining from the independent auditors confirmation that, in the course of their audit, they learned of no material misstatements.
  • Providing oversight of the Company’s auditing, accounting and financial reporting principles, policies, controls, procedures and practices, and reviewing significant changes to the foregoing as suggested by the independent auditors, internal auditors or management.
  • Establishing procedures for the receipt, retention and treatment of complaints from the Company’s employees on accounting, internal accounting controls or auditing matters, as well as for confidential, anonymous submissions by the Company’s employees of concerns regarding questionable accounting or auditing matters.
  • Establishing clear hiring policies for employees or former employees of the external auditors.
  • Annually obtaining from the independent auditors a formal written statement of the fees billed for audit services, information technology consulting services, and other non-audit services rendered by the independent auditors for the most recent fiscal year.
  • Discussing with management and independent auditors earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies.
  • Discussing with management policies with respect to risk assessment and risk management.
  • Discussing with management at least twice annually and with the independent auditors at least annually the quality and adequacy of the Company’s internal audit controls and procedures and the internal audit function’s organization, responsibilities, plans, results, budget and staffing, as well as providing oversight to any internal audit activities, including review of significant reports prepared by the internal auditors, and management’s response.
  • Establish and implement policies and procedures for the Committee’s review and approval of proposed transactions or courses of dealings with respect to which executive officers or directors or members of their immediate families have an interest (including all transactions required to be disclosed by Item 404(a) of Regulation S-K).
  • Discuss at least annually with management and the Company’s general counsel (i) any legal matters (including the status of pending litigation) that may have a material impact on the Company’s financial statements, (ii) any material reports or inquiries from regulatory or governmental agencies and (iii) the effectiveness of the Company’s legal, regulatory and corporate governance compliance programs.
  • Review reports of credit rating agencies.
  • Review and make recommendations to the Board on the Company’s annual budget.
  • Review periodically, but not less than annually, the Company’s insurance programs, tax policy and investment performance and objectives.
  • Assess periodically and at least annually the Company and its subsidiaries’ compliance with any regulatory financial commitments.
  • When deemed necessary or appropriate commence and oversee any investigation into any matters within the scope of the Committee’s responsibilities and retain independent counsel, accountants and other professional advisors and experts to assist the Committee in such investigation to the extent deemed appropriate.
  • Regularly reporting its activities to the full Board and making such recommendations with respect to the above and any other matters as the Committee may deem necessary or appropriate.
  • Engaging in an annual self-assessment with the goal of continuing improvement.
Compensation Committee Charter

This Compensation Committee Charter (“Charter”) has been adopted by the Board of Directors (the “Board”) of Dorian LPG Ltd. (the “Company”). The Compensation Committee of the Board (the “Committee”) shall review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval.

Purpose

The Committee shall carry out the Board’s responsibilities relating to compensation of the Company’s executive officers and provide such other guidance with respect to compensation matters as the Committee deems appropriate. It may also have such other duties as may from time to time be assigned to it by the Board or are required by the rules and regulations of the Securities and Exchange Commission (the “SEC”) or of any national securities exchange (“Exchange”) on which the Company's shares are listed.

Committee Membership

The Committee shall be comprised of at least one director determined by the Board to meet the director independence requirements of each Exchange on which the Company’s shares are listed, subject to any applicable exemptions and phase-in provisions under such Exchange rules. The Board shall select the members of the Committee and its chairman at the Annual Meeting of the Board, and the Board shall have the power at any time to change the membership of the Committee.

Meetings

The Committee shall meet as often as it deems necessary. The Committee may request any officer or employee of the Company to attend meetings of the Committee or to meet with members of, or consultants to, the Committee. Members of the Committee may participate in meetings of the Committee by telephone conference call. The Committee may act by unanimous written consent in lieu of a meeting. The Chief Executive Officer shall not be present during voting or deliberations relating to his compensation.

Committee Authority and Responsibilities

The Committee shall report regularly to the Board summarizing any significant issues considered by the Committee and any action it has taken.

The principal duties and responsibilities of the Committee are as follows:

  • Make recommendations to the Board as to the Company’s general compensation philosophy.
  • Review and approve those corporate goals and objectives established by the Board that are relevant to the compensation of the Company’s Chief Executive Officer (the “CEO”), Chief Financial Officer (the “CFO”), evaluate the performance of the CEO and CFO in light of those goals and objectives, and determine and approve the CEO’s and CFO’s compensation based on this evaluation.
  • Determine the annual compensation, including benefits and perquisites of all executive officers of the Company, and report such determinations and actions to the Board.
  • Review and approve employment agreements, severance agreements, change of control agreements and other similar agreements relating to executive officers.
  • Prepare the Compensation Committee Report required by the rules and regulations of the SEC to be included with the Company’s annual report on Form 10-K or proxy statement.
  • Undertake any other duties and responsibilities relating to compensation matters that the Board may delegate to the Committee.
  • Undertake such other responsibilities as the Committee deems appropriate for it to carry out its purpose under this Charter.
  • Undertake an annual performance evaluation of the Committee.

Committee Authority to Retain Advisors

The Committee shall have sole authority to select and retain any compensation consultant outside legal counsel and such other advisors as necessary to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee shall have direct responsibility for and shall set the compensation and oversee the work of any compensation consultants, outside legal counsel and such other advisors retained by the Committee. The Company will provide appropriate funding, as determined by the Committee, to pay any such compensation consultant, outside legal counsel or any other outside advisors hired by the Committee and any administrative expenses of the Committee that the Committee determines are necessary or appropriate in carrying out its activities.

Prior to selecting and receiving advice from compensation consultants, outside legal counsel and other advisors (other than the Company's in-house legal counsel), the Committee must take into consideration the independence factors set forth in the applicable rules of the Securities and Exchange Commission and the listing standards of the securities exchange on which the Company’s securities are listed. The Committee may retain, or receive advice from, any compensation advisor it prefers, including advisors that are not independent, after considering the requisite independence factors. The Committee is not required to assess the independence of any compensation consultant or other advisor that acts in a role limited to consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors and that is generally available to all salaried employees or providing information that is not customized for a particular company or that is customized based on parameters that are not developed by the consultant or advisor, and about which the consultant or advisor does not provide advice.

Nominating and Corporate Governance Committee Charter

This Nominating and Corporate Governance Committee Charter (this “Charter”) has been adopted by the Board of Directors (the “Board”) of Dorian LPG Ltd. (the “Company”). The Nominating and Corporate Governance Committee of the Board (the “Committee”) shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

Purpose

The Committee shall assist the Board in: (i) identifying, evaluating and making recommendations to the Board concerning individuals for selections as director nominees for the next annual meeting of stockholders or to otherwise fill Board vacancies; (ii) developing and recommending to the Board a set of corporate governance guidelines and principles applicable to the Company, and (iii) reviewing the overall corporate governance of the Company and recommending improvements to the Board from time to time. It may also have such other duties as may from time to time be assigned to it by the Board and as may be required by the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange (“NYSE”).

Committee Membership

The Committee shall be comprised of at least one director determined by the Board to meet the director independence requirements of NYSE, subject to any applicable exemptions and phase-in provisions under NYSE rules. The Board shall select the members of the Committee and its chairman at the annual meeting of the Board and the Board shall have the power at any time to change the membership of the Committee.

Meetings

The Committee shall meet as often as it deems necessary. The Committee may request any officer or employee of the Company to attend meetings of the Committee or to meet with members of, or consultants to, the Committee. Members of the Committee may participate in meetings of the Committee by means of a telephone conference. The Committee may act by unanimous written consent in lieu of a meeting.

Committee Authority and Responsibilities

The Committee shall have sole authority to retain and terminate any advisors whom the Committee believes are necessary to assist it in carrying out its duties, including search firms to identify director candidates and outside legal counsel to review the Company’s corporate governance guidelines and principles. The Committee shall have sole authority to approve such advisors’ fees and other retention terms.

The Committee shall report regularly to the Board summarizing any significant issues considered by the Committee and any action it has taken.

The principal duties and responsibilities of the Committee are as follows:

  • Identify and evaluate individuals qualified to become Board members, and propose to the Board nominees for election to the Board.
  • Consider nominees duly recommended by stockholders for election to the Board; provided that any such recommendations must be submitted in accordance with the procedures set forth in the Company’s Bylaws, the recommending stockholder’s status as a stockholder has been verified, and the submission otherwise complies with any other stockholder nomination procedures set forth from time to time by the Board.
  • Recommend individuals to be elected by the Board to fill any Board vacancies.
  • Review periodically the director independence standards under NYSE rules and the rules of the SEC, evaluate annually each director’s independence status under such standards and report the results of such evaluation to the Board.
  • Undertake any other duties and responsibilities relating to the nomination process that the Board may delegate to the Committee.
  • Develop and recommend to the Board a set of corporate governance guidelines and principles applicable to the Company, assist the Board in interpreting those corporate governance guidelines and principles, review and reassess the adequacy of those guidelines and principles, and recommend any changes to those guidelines and principles to the Board from time to time.
  • Oversee, in such manner as it deems appropriate, the evaluation of the Board and committees of the Board and make recommendations to the Board from time to time as to changes that the Committee believes to be desirable to the size and composition of the Board or any committee thereof.
  • Review the charters and, if necessary or desirable, recommend to the Board changes in the duties and responsibilities of the committees, or the dissolution of committees or creation of additional committees.
  • Advise the Board on corporate governance matters, including recommending practices that enable the Board to comply with applicable laws and regulations.
  • Undertake such other responsibilities as the Committee deems appropriate for it to carry out its purpose under this Charter.