Sustainable governance

Odfjell’s governance framework integrates sustainability at the core of decision-making, oversight, and risk management. The board of directors (BoD) holds ultimate responsibility for ensuring that business conduct and strategic direction align with our ethical standards, regulatory requirements, and long-term sustainability goals. Oversight of business conduct, including integrity risk assessments and improvement plans, is delegated to the audit committee (AC) as part of its ESG mandate, reinforcing transparency and accountability across the organization. 

Sustainability matters are embedded throughout our governance processes. The chief sustainability officer (CSO) provides regular updates to both the BoD and the AC, ensuring that material impacts, risks, and opportunities (IROs) are reviewed in depth and addressed in strategic planning, operational priorities, and target setting. This includes the integration of climate, nature, and human rights considerations into risk assessments, as well as balancing compliance obligations with sustainability ambitions when evaluating trade-offs. 

Our governance bodies build ESG expertise through continuous training and stay aligned with evolving regulations and best practices. Regular reviews of our risk register and sustainability targets ensure decisions reflect Odfjell’s commitment to responsible, ethical, and sustainable business conduct. By embedding sustainability into governance, we uphold high standards, strong oversight, and long-term value creation for stakeholders while contributing to people, planet, and society. 

Odfjell’s corporate governance framework is based on the Norwegian Code of Practice for Corporate Governance, ensuring transparency, accountability, and long-term value creation for shareholders and stakeholders. 

The board of directors (BoD) holds ultimate responsibility for overseeing Odfjell’s management, operations, and control systems. The board also approves major sustainability and climate-related strategies, reviews performance, assesses risks, and ensures transparent reporting. 

Supporting the board, the audit committee (AC) serves as an advisory body on sustainability and ESG reporting. Its members bring the necessary expertise to address complex environmental and social matters. 

The chief executive officer (CEO) is accountable for ensuring that Odfjell’s sustainability goals are actively monitored, effectively managed, and fully integrated into the company’s corporate strategy and culture. 

Odfjell created the role of chief sustainability officer (CSO) in 2020 as part of the executive management team, ensuring that sustainability remains central in strategic discussions. The CSO provides regular updates to both the BoD and AC on sustainability performance, regulatory developments, reporting, and training initiatives. Working closely with the chief financial officer (CFO), the CSO shares responsibility for ESG reporting and also leads the double materiality assessment (DMA) and impacts, risks and opportunities (IRO’s) management, along with driving sustainability training across the organization. 

The chief compliance officer (CCO) maintains a dual reporting line to the CEO and to the BoD through the AC, reinforcing Odfjell’s strong commitment to governance and compliance. 

Further details on the BoD or Executive Management can be found in the About section under Our Organization and in Odfjells cororate governance report:
corporate-governance-report-2024.pdf 

Odfjell is committed to ethical business practice, honesty, fair dealing and compliance with all laws affecting our business. We conduct our business in line with the United Nations Guiding Principles on Business and Human Rights and the Ten Principles of the UN Global Compact. Mandatory screening and integrity due diligence ensure that suppliers meet our criteria for compliance, sustainability, and ethical conduct. 

Ethics and compliance are embedded in our corporate framework, with the chief compliance officer and a network of compliance officers across business units and regions overseeing adherence to laws, our code of conduct, and key areas such as competition law, environmental permits, and anti-corruption. The designated person ashore (DPA) ensures that our ship operations meet ISM code requirements, while regular training and regulatory updates help maintain high standards.  

We foster a culture of transparency and accountability through our whistleblowing policy and confidential reporting hotline, enabling employees and third parties to raise concerns anonymously outside normal reporting lines. By engaging closely with suppliers and partners, we strengthen ethical standards, combat corruption and bribery, and support sustainable, transparent operations. 

Risk management is integral to our approach. We monitor regulatory developments, adapt strategies to remain compliant, and incorporate stakeholder insights to maintain a resilient, sustainable business model. 

Ship recycling is also a key ethical and environmental priority. In line with circular economy principles, we recycle vessels only at certified facilities compliant with the Hong Kong Convention, EU Regulation No. 1257/2013, and ISO 30000. These facilities must meet strict requirements for handling hazardous materials, ensuring safe working conditions, and minimizing environmental impact.  

We recognize that ship recycling, particularly in certain regions, carries heightened risks for workers and the environment. To mitigate these risks, we conduct thorough due diligence, maintain oversight during the recycling process, and work only with partners who can demonstrate adherence to our standards. By applying these measures, we ensure that the end-of-life phase of our vessels supports circular economy principles, recovers valuable materials, and safeguards the welfare of workers involved. This approach reflects our broader commitment to responsible lifecycle management of our fleet and the highest standards of ethical and sustainable operations.