Report of the Directors

The Directors have pleasure in submitting their report together with the audited financial statements of the Company and its subsidiaries (collectively the “Group”) for the year ended 31 December 2018.

Principal Activities, Analysis of Operations, Business Review and Financial Summary

The principal activity of the Company is investment holding.The Company’s principal subsidiaries (set out in Note 31 to the financial statement are engaged in the ownership and international operation of modern Handysize and Supramax dry bulk ships. In addition, the Group is engaged in the management and investment of the Group’s cash and deposits through its treasury activities.

The business review of the Group for the year ended 31 December 2018 is set out on pages 1 to 13 of this Annual Report. A summary of the results and of the assets and liabilities of the Group for the last five financial years is set out in the “Group Financial Summary” section of this Annual Report. A brief introduction of the Group’s Corporate Social Responsibility (“CSR”) efforts for the year ended 31 December 2018 is set out in the “CSR Highlights” section of this Annual Report and a comprehensive 2018 CSR Report is available on our website.

Results

The results of the Group for the year are set out in the consolidated income statement.

Dividend

In view of the Group’s performance and current financial position, the Board has recommended the payment of a final dividend of HK3.7 cents per share for the year ended 31 December 2018. When this proposed dividend is aggregated with the interim dividend of HK2.5 cents per share declared on 27 July 2018, the total payout of HK6.2 cents per share represents approximately 50% of the Group’s profits for the year ended 31 December 2018, which is in line with the dividend policy of paying out at least 50% of net profits excluding disposal gains for the full year.

The proposed final dividend for 2018 of HK3.7 cents per share will be considered at the 2019 AGM to be held on 17 April 2019.

Distributable Reserves

Distributable reserves of the Company at 31 December 2018, calculated in accordance with the Companies Act 1981 of Bermuda, amounted to US$619.7 million.

Donations/Sponsorships

Charitable and other donations and sponsorships made by the Group during the year amounted to US$84,000.

Share Capital and Pre-emptive Rights

Movements in the share capital of the Company are set out in Note 18 to the financial statements.

During the reporting year, a total of 90,896,012 ordinary shares were issued. (i) 21,150,000 shares were issued in April 2018 to fulfil the Company’s 2018 restricted awards under the 2013 Share Award Scheme; and (ii) an aggregate of 69,746,012 shares were issued to two sellers in June and October 2018 respectively as partial consideration upon delivery of two vessels into Pacific Basin’s ownership pursuant to the contracts entered into by the Company for the acquisition of four vessels agreed and as disclosed in May 2018. An aggregate of 101,014,125 shares were issued to the other two sellers in January and February 2019 respectively as partial consideration upon the delivery of their vessels to the Group.

There is no provision for pre-emptive rights under the Company’s Bye-laws and there is no restriction against such rights under Bermuda Law.

Convertible Bonds

Details of the convertible bonds issued by the Group are set out in Note 17(c) to the financial statements.

Purchase, Sale or Redemption of Securities

Other than for satisfying restricted awards granted under the Company’s 2013 Share Award Scheme, neither the Company nor any of its subsidiaries has during the year purchased, sold or redeemed any of the share capital or convertible bonds of the Company.

2013 Share Award Scheme (“SAS”)

The current SAS was adopted by the Board on 28 February 2013 and has an effective term of 10 years. It is a single share award scheme under which no share options can be granted.

The SAS enables the Company to grant share awards or unit awards (“Awards”) to eligible participants, being principally Executive Directors and employees, as an incentive and recognition for their contribution to the Group.

Maximum Number of Shares

The total number of shares which may be or already have been issued by the Company or transferred to the trustee of the SAS in satisfaction of the Awards granted under the SAS must not, in aggregate, exceed 10% of the issued share capital of the Company as at the first date of each financial year during the term of the SAS (equivalent to 453,316,711 shares as at 1 January 2019). There were 75,088,000 unvested restricted awards under the SAS which represents 1.62% of the issued share capital of the Company as at 28 February 2019.

Vesting of Awards

Awards typically vest annually over a three year period. New Awards for existing awardees are considered each year by the Remuneration Committee to maintain the incentive period, in which case they vest at the end of the third year.

Limit for Each Eligible Participant

The maximum number of shares which may be subject to an Award or Awards at any one time shall not in aggregate exceed 1% of the issued share capital of the Company as at the first date of the relevant financial year of the Company for any specific eligible participant.

New Shares to be Issued

Apart from the Awards which are to be purchased from the market for the connected persons of the Company, the number of shares to satisfy grant of Awards (if comprising new shares) can be allotted and issued by the Board by utilising the general mandate granted to them by shareholders. The Company will apply to the Stock Exchange for permission to list and to deal in those new shares to be issued as soon as practicable after any grant of Awards.

Procedure of Granting Restricted Awards

The Board entered into a trust deed to appoint a trustee to administer Awards under the SAS and to constitute a trust to hold property transferred by the Company to the trustee (which shall include cash or shares) in order to satisfy grants of Awards. At the direction of the Board, the trustee shall either subscribe for new shares at the relevant benchmarked price as stipulated in the Listing Rules from the Company or acquire existing shares in the market in accordance with the rules of the SAS. The Remuneration Committee administers and oversees the SAS. Their review and approval is required prior to the granting of Awards to any staff members of the Group.

Awards Granted

Details of the grant of long-term incentives and the history and movements of the outstanding incentives during the year ended 31 December 2018 under the SAS are as follows:

'000 shares/units Date of first
award
Total
awarded
Vested
to date
At
31 Dec
2018
At
1 Jan
2018
Granted
during
the year1
Vested
and/or
lapsed2
20193 2020 2021
Directors
David M. Turnbull 5-Aug-08 8,704 (4,441) 4,263 4,325 1,180 (1,242) 1,493 1,590 1,180
Mats H. Berglund 1-Jun-12 18,391 (8,598) 9,793 9,855 2,768 (2,830) 3,402 3,623 2,768
Peter Schulz 21-Aug-17 4,611 (1,147) 3,464 3,443 1,168 (1,147) 1,147 1,149 1,168
31,706 (14,186) 17,520 17,623 5,116 (5,219) 6,042 6,362 5,116
Other Employees 59,410 56,383 22,982 (19,955) 21,029 20,748 17,633
76,930 74,006 28,098 (25,174) 27,071 27,110 22,749
Notes:
(1) The closing price of the shares of the Company immediately before the grant of 28,098,000 shares on 1 March 2018 was HK$2.18.
(2) According to the vesting schedule, 1,747,000 shares were vested in January 2018 and 20,941,000 shares were vested in July 2018. In addition, 1,887,000 shares lapsed due to the resignation of three employees and 599,000 shares vested due to the redundancy of one employee.
(3) 1,842,000 shares were vested in January 2019.

Directors

The Directors who held office up to the date of this Annual Report are set out below:

BoardAudit
Committee
Remuneration
Committee
Nomination
Committee
Executive
Committee
Terms of
Appointment
Executive Directors
David M. Turnbull, Chairman
17 May 2006---1 July 20083 years until 2020 AGM
Mats H. Berglund, CEO1 June 2012---C1 June 20123 years until 2021 AGM
Peter Schulz, CFO30 July 2018---21 August 20173 years until 29 July 2021,
subject to re-election
at the 2019 AGM
Independent Non-executive Directors
Patrick B. Paul25 March 2004C18 May 200410 June 200430 November 2004-3 years until 2021 AGM
Robert C. Nicholson25 March 200418 May 2004C10 June 2004C30 November 2004-3 years until 2019 AGM
Alasdair G. Morrison1 January 20081 January 20081 January 20081 January 2008-3 years until 2021 AGM
Daniel R. Bradshaw7 April 20067 April 20067 April 20067 April 2006-3 years until 2019 AGM
Irene Waage Basili1 May 20141 May 20141 May 20141 May 2014-3 years until 2020 AGM
Stanley H. Ryan5 July 20165 July 20165 July 20165 July 2016-3 years until 2019 AGM

During the year, the Board appointed Mr. Peter Schulz as an Executive Director who shall retire at the 2019 AGM in accordance with the Company’s Bye-law 86(2). In addition, Messrs. Robert C. Nicholson, Daniel R. Bradshaw and Stanley H. Ryan shall retire at the 2019 AGM by rotation pursuant to the Company’s Bye-laws 87(1) & (2). All retiring Directors, being eligible, offer themselves for re-election. Mr. Bradshaw has informed the Board that he will retire at the conclusion of the 2020 AGM and has offered himself for re-election at the 2019 AGM to serve the Board until conclusion of the 2020 AGM. The Nomination Committee has commenced the process of identifying new independent director candidates.

Directors’ Service Contracts

None of the Directors who are proposed for re-election at the forthcoming 2019 AGM has a service contract with the Company which is not determinable within one year without payment of compensation, other than statutory compensation.

Directors’ Material Interests in Transaction, Arrangement and Contracts

No transactions, arrangements and contracts of significance in relation to the Group’s business to which the Company or its subsidiaries was a party and in which a Director of the Company had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year.

Director’s Indemnities

Pursuant to the Company’s Bye-laws, every Director shall be entitled to be indemnified out of the assets and profits of the Company against all losses or liabilities (to the fullest extent permitted by the Companies Ordinance (Cap. 622)) which he/she may sustain or incur in or about the execution of the duties of his/her office. The Company has arranged appropriate directors’ and officers’ liability insurance coverage for the Directors and officers of the Group.

Biographical Details of Directors

Brief biographical details of the Directors are set out in the “Our Directors” section of this Annual Report.

Directors’ and Chief Executive’s Interests and Short Positions in the Shares, Underlying Shares and Debentures of the Company or any Associated Corporation

At 31 December 2018, the disclosable interests and short positions of each Director and the Chief Executive in shares, underlying shares and debentures of the Company and its associated corporations within the meaning of Part XV of the SFO, which: (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO, or (b) were required to be entered in the register maintained by the Company under Section 352 of the SFO, or (c) were required pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers were as follows:

Name of DirectorPersonal interestCorporate
or Family interests/
Trust & similar
interests
Long/
Short
position
Total Share
interests
Approximate percentage
holding of issued
share capital

31 Dec 2018
31 Dec 2017
David M. Turnbull 19,317,0002,524,9182Long11,841,9180.26%0.24%
Mats H. Berglund 117,391,0000Long17,391,0000.38%0.35%
Peter Schulz 14,611,000129,0003Long4,740,0000.10%not applicable
Patrick B. Paul380,0000Long380,000less than 0.01%less than 0.01%
Daniel R. Bradshaw0772,8344Long772,8340.02%0.02%

All the interests stated above represent long positions. No short positions and shares under equity derivatives held by Directors were recorded in the register maintained by the Company under section 352 of the SFO as at 31 December 2018.

Save as disclosed, at no time during the year was the Company, its subsidiaries, or its associated companies a party to any arrangement to enable the Directors and Chief Executive of the Company to hold any interests or short positions in the shares or underlying shares in, or debentures of, the Company or its associated corporations.

Substantial Shareholders’ Interests and Short Positions in the Shares and Underlying Shares of the Company

The register of substantial shareholders maintained under Section 336 of the SFO shows that as at 31 December 2018, the Company had been notified of the following substantial shareholders’ interests and short positions, being 5% or more of the Company’s issued share capital.

NameCapacity/
Nature of interest
Long/
Short
Position
Number of
Shares
Approximate percentage of
the issued share capital
of the Company
31 Dec 2018     31 Dec 2017
Aggregated of Standard
    Life Aberdeen plc
    affiliated investment
    management
Investment managerLong356,382,0007.86%12.95%
JPMorgan Chase & Co.1Interest of corporation
controlled/Investment manager/
Person having a security interest/
Approved Lending Agent
Long
Short
280,546,368
53,440,290
6.18%
1.17%
Not applicable
Not applicable
Citigroup Inc.2Personal having a security
interest in shares/Interest
of corporation controlled/
Approved Lending Agent
Long
Short
250,286,805
4,251,340
5.52%
0.09%
6.16%
0.17%

Save as disclosed above, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiry, as at 31 December 2018, no other person (other than a Director or Chief Executive of the Company) had an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or recorded in the register required to be kept by the Company under section 336 of the SFO.

Management Contracts

No contracts concerning the management and administration of the whole or any substantial part of the business of the Group were entered into or existed during the year.

Major Customers and Suppliers

During the year, the Group sold less than 30% of its goods and services to its five largest customers and purchased less than 30% of its goods and services from its five largest suppliers.

Connected Transactions

During the year, the Group had no connected transactions that were subject to the Listing Rules’ reporting requirements for disclosure in this Annual Report.

Compliance with the Corporate Governance Code

Throughout the year, the Group has been fully compliant with all code provisions of the Corporate Governance Code as contained in Appendix 14 of the Listing Rules. Please also refer to the Corporate Governance Report of this Annual Report.

Audit, Remuneration, Nomination, Executive and Risk Management Committees

Details of the audit, remuneration, nomination, executive and risk management committees are set out in the Corporate Governance Report of this Annual Report.

Auditor

The financial statements have been audited by PricewaterhouseCoopers who retire and, being eligible, offer themselves for re-appointment at the forthcoming 2019 AGM.

Public Float

On the basis of information that is publicly available to the Company and within the knowledge of the Directors as at the date of this Annual Report, the Company has complied with the Listing Rules requirement to have at least 25% of the Company’s total issued share capital held by the public.

By Order of the Board

Mok Kit Ting, Kitty
Company Secretary
Hong Kong, 28 February 2019

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