GUIDELINES FOR THE NOMINATION COMMITTEE

HAFNIA LIMITED

[To be adopted at the Annual General Meeting on 22 May 2020]

























1	PURPOSE
Pursuant to the bye-laws of Hafnia Limited (the “Company”), the general meeting
of the Company may resolve that the Company shall have a nomination committee
(the “Nomination Committee”). 
Pursuant to the bye-laws, the Nomination Committee shall (i) propose candidates
for election to the board of directors of the Company (the “Board of Directors”)
and propose the remuneration to be paid to members of the Board of Directors
(including remuneration for work in any sub-committees of the Board of
Directors), and (ii) propose candidates for election to the Nomination Committee
and propose the remuneration to be paid members of the Nomination Committee. The
guidelines set out herein relate to the duties of the Nomination Committee in
this respect.
The Nomination Committee shall operate in accordance with the requirements of
the corporate governance principles for the Company.
2	COMPOSITION
The composition of the Nomination Committee should reflect a broad range of
shareholder interests. The Nomination Committee shall consist of three members,
and the majority of the committee shall be independent of the Board of Directors
and the executive personnel of the Company. The Nomination Committee shall not
include the Company’s chief executive officer or any other executive personnel,
and no more than one board member.
The Nomination Committee, the number of persons to comprise the committee, and
the committee members, are appointed by the shareholders in the general meeting
of the Company, and the Nomination Committee may make its own nominations for
candidates to be appointed as new members of the Nomination Committee. In this
connection, the Nomination Committee shall pay particular attention to
principles such as independence and the absence of conflicts of interest.
The Nomination Committee shall propose the remuneration to be paid to the
members of the Nomination Committee. The Nomination Committee’s proposals in
this respect shall include an explanation of how the committee has arrived at
its proposal.
3	DUTIES
The Nomination Committee’s primary duty is to propose candidates for election as
members of the Board of Directors.
The Nomination Committee shall also be responsible for proposing the
remuneration to be paid to the members of the Board of Directors. The Nomination
Committee’s proposals in this respect shall include an explanation of how the
committee has arrived at its proposal.
4	WORKING METHODS
The Nomination Committee shall meet as often as it considers necessary, in
person or via teleconference or videoconference. 
The chairman of the nomination committee has the main responsibility for the
committee's work, and shall ensure that the committee has adequate access to
necessary competence. In relation to this, the committee may use company
resources or seek advice and recommendations from external sources.
The Nomination Committee constitutes a quorum if two members of the Nomination
Committee including the chairman of the committee are present or participate in
the discussion of the matter in question. Decisions made by the Nomination
Committee require the agreement of a simple majority of the members present at
the meeting.
In reviewing the composition of the Board of Directors, the Nomination Committee
shall take into consideration the results of the annual self-evaluation of the
Board of Directors, and shall also endeavour to speak directly with members of
the Board of Directors.
The Nomination Committee shall produce written minutes of its meetings and shall
deliver its minutes to the Company for safekeeping. The Nomination Committee may
allocate its tasks between its members. In all other respects the Nomination
Committee shall itself determine how it operates.
5	NOMINATION OF CANDIDATES FOR THE BOARD OF DIRECTORS
Candidates nominated for election to the Board of Directors must satisfy the
requirements for the appointment(s) pursuant to law and requirements of the
corporate governance principles of the Company. Any member of the Board of
Directors who is also a member of the Nomination Committee may offer himself for
re-election to the Board of Directors. Pursuant to the bye-laws of the Company,
any shareholder or the Nomination Committee may propose any person for
re-election or election as a member of the Board of Directors.
The Nomination Committee shall also take the following factors into account:
(i)	The Nomination Committee shall actively seek to represent the views of
shareholders in general, and shall take into consideration the views of the
largest shareholders when making its recommendations.
(ii)	In carrying out its work, the Nomination Committee shall have contact with
the Board of Directors, the executive management and with shareholder groups.
The Nomination Committee is entitled to contact any member of the Board of
Directors and the Company’s chief executive officer as it sees fit.
(iii)	That the Board of Directors should have sufficient expertise and
experience to handle both its routine operational responsibilities and the
strategic challenges that the Company faces. The Board of Directors’ expertise
and composition should also ensure that the normal sub-committees of the Board
of Directors can be staffed appropriately.
(iv)	In addition to ensuring the availability of suitable expertise, the
Nomination Committee is requested to pay attention to factors such as the
balance of age and gender.
(v)	That the candidates are sufficiently independent of the Company’s
management, and that the Board of Directors as a whole is sufficiently
representative of the Company’s shareholders.
(vi)	That the candidates have sufficient time in relation to their other
appointments and employment to carry out their duties as members of the Board of
Directors.
The Nomination Committee may or may not recommend any candidates for the
election of members of the Board of Directors and members of the Nomination
Committee suggested or proposed by any shareholder, the Board of Directors or
any member of the Nomination Committee, and may provide recommendations on the
suitability of such candidates for the Board of Directors and the Nomination
Committee. Before nominating a candidate for election, the Nomination Committee
must seek confirmation from the individual in question that he or she is willing
to accept the appointment if elected.
6	THE COMMITTEE’S RECOMMENDATIONS
The Nomination Committee’s recommendations shall be submitted in writing to the
Chairman of the Board of Directors or, if the Chairman of the Board of Directors
is a member of the Nomination Committee, to the Vice Chairman of the Board of
Directors, or to such other recipient as the Board of Directors may instruct, no
later than four weeks prior to the general meeting at which the elections to the
Board of Directors are to take place.
The Chairman of the Board of Directors may in specific cases impose a shorter or
longer timetable for the Nomination Committee to submit its recommendations.
The Nomination Committee’s recommendation shall include the following
information about each candidate nominated for election:
•	The candidate’s name and date of birth.
•	The candidate’s educational qualifications.
•	The candidate’s current employment and information on any previous relevant
work experience.
•	The candidate’s current membership of boards of directors and other offices
held.
•	Whether the candidate has confirmed his or her willingness to accept the
appointment if elected.
•	Any ownership interest in the Company must be disclosed, as shall any
assignments on behalf of the Company and any significant position in or
assignments for other companies or organizations
•	Any other particular matters of which the Chairman of the Board of Directors
or, if the Chairman of the Board of Directors is a member of the Nomination
Committee, the Vice Chairman of the Board of Directors should be aware in
respect of the candidate.
•	The conclusions the Nomination Committee has reached in respect of the factors
set out in section 5 sub-paragraph (iii) above.
The Nomination Committee shall be represented when the general meeting considers
nominations put forward by the Nomination Committee. The Nomination Committee
shall provide an explanation of its recommendations.
7	DUTY OF CONFIDENTIALITY
The Nomination Committee shall, to the greatest extent possible given its
duties, ensure that information on candidates considered for nomination is kept
confidential.
8	REMUNERATION OF THE COMMITTEE
The remuneration of the Nomination Committee shall be approved by the Company in
the general meeting.
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