Statement of Significant Differences Between the Corporate Governance Practices of Safe Bulkers, Inc. and the New York Stock Exchange, Inc. (the “NYSE”) Corporate Governance Standards
Pursuant to certain exceptions for foreign private issuers and controlled companies, Safe Bulkers, Inc., a Marshall Islands corporation (the “Company”) is not required to comply with certain of the corporate governance practices followed by U.S. and non-controlled companies under the NYSE listing standards. However, pursuant to Section 303.A.11 of the NYSE Listed Company Manual, we are required to state any significant differences between our corporate governance practices and the practices required by the NYSE. We believe that our established practices in the area of corporate governance are in line with the spirit of the NYSE standards and provide adequate protection to our shareholders. For example, our audit committee consists solely of independent directors. The significant differences between our corporate governance practices and the NYSE standards applicable to listed U.S. companies are set forth below.
The NYSE requires that listed companies have a majority of independent directors. As permitted under Marshall Islands law and our bylaws, our Board of Directors consists of a majority of non-independent directors.
The NYSE requires that non-management directors meet regularly in executive sessions without management. The NYSE also requires that all independent directors meet in an executive session at least once a year. As permitted under Marshall Islands law and our bylaws, our non-management directors do not regularly hold executive sessions without management and we do not expect them to do so.
The NYSE requires that a listed U.S. company have a nominating/corporate corporate governance committee and a compensation committee, each composed of independent directors. As permitted under Marshall Islands law and our bylaws, we have a combined corporate governance, nominating & compensation committee which is not composed wholly of independent directors.