Annual
Report
2022
3 Letter to the shareholders
4 Highlights 2022-2023
5 Key financial figures
6 Group figures 2022
7 Operational structure
8 Lighthouse Navigation
10 Belships Management
13 ESG summary
18 Directors’ report 2022
23 Fleet overview
25 Consolidated financial statements
26 Consolidated statement of income
27 Consolidated statement of comprehensive income
28 Consolidated statement of financial position
30 Consolidated statement of cash flow
31 Consolidated statement of changes in equity
32 Notes to the consolidated accounts
58 Belships ASA financial statements
59 Income statement
60 Balance sheet
62 Cash flow statement
63 Notes to the parent accounts
74 Auditors report
81 Corporate governance
89 Corporate social responsibility
FINANCIAL CALENDAR 2023
Annual General Meeting 8 May
Result for the 1st quarter 9 May
Result for the 2nd quarter 21 August
Result for the 3rd quarter 9 November
Content
2
BELSHIPS
ANNUAL REPORT 2022
We are pleased to present you with Belships’ Annual
report together with our ESG report for 2022. It reflects
a year with continued growth and profitability – and our
best financial results ever.
As many countries experienced an end to restrictions
and measures to fight the pandemic, events were sur-
passed by the atrocious war and invasion of Ukraine. An
energy crisis ensued with rising interest rates, inflation
and geopolitical tensions not experienced in decades.
Despite the challenges navigating a business in these
times, we have been able to keep our vessels running
safely and without any material incidents. Shipping and
its seafarers can stand tall in having played its part in
keeping the world supplied with food, energy and goods.
The world economy is highly dependent on efficient
transportation at sea, and dry bulk shipping is at the
heart of this global trade.
During the year, we continued to increase our contract
coverage for our owned fleet and effectively securing
profitability for 2023. We also acquired five new Ultramax
bulk carriers after having divested every single older and
non-economical vessel the year before. This underpins
the rapid and effective growth and modernisation
exercise we have completed and we today operate the
most modern fleet of Ultramax bulk carriers of this scale.
These acquisitions influenced our cash holdings margin-
ally and all new vessels immediately contributed pos-
itively to cash flow. In line with our dividend policy we
continued to distribute quarterly cash dividends totalling
NOK 4.50 per share (USD 115.3m). This compared to our
net result of USD 175.1m for the full year. Capital disci-
pline remains fundamentally important to our strategy,
and with robust contract coverage paired with financing
secured for many years ahead, we are set up to endure
volatile market conditions.
Lighthouse Navigation, operating out of offices in Oslo,
Bangkok, Melbourne and Singapore, continues to deliver
very strong results and has proved to be a solid commer-
cial platform.
We take the environmental impact of shipping seriously
and we support initatives to reduce the carbon footprint
from the maritime industry. It is encouraging that we
have made progress and achieved results from the mod-
ernisation of our entire fleet. We continue to study and
monitor new vessel designs and alternative fuels which
might offer further improvements in terms of sustaina-
bility in the future. In the meantime, we strongly believe
the best solution is to operate the newest possible and
highest quality vessels available today.
Dry bulk shipping displays promising supply/demand
prospects. Belships is well positioned as a fully inte-
grated shipowning and operating company stocklisted
in Oslo. Our owned fleet now counts 34 Supramax and
Ultramax vessels with an average age of about 4 years.
We firmly believe good corporate governance and trans-
parency creates a more valuable business. Our goal is
to create value out of shipowning, and to return capital
competitively over time.
We look forward to serving you and navigate towards the
next milestone.
Peter Frølich Lars Christian Skarsgård
Chair of the Board Chief Executive Officer
Letter to the shareholders
3
BELSHIPS
ANNUAL REPORT 2022
Highlights 2022-2023
Proven ability to execute growth strategy
Refinanced loan facility
Financing secured until Q2 2027
Vessel acquisitions
Entered into agreements to acquire
five modern bulk carriers
Ship management
Continued growth in number of ships under
technical management to 31 in total
Declared dividend distribution
NOK 4.5 per share (USD 115.3m)
Fleet renewal
Divestment of the two last non-eco vessels,
leaving only modern ships in the fleet
Number of shareholders:
3000 -
>
4500
Market capitalization increase
USD 330m -
>
USD 500m
Commercial platform
Continued strong results from Lighthouse
Navigation with an EBITDA of USD 60.0m in 2022
4
BELSHIPS
ANNUAL REPORT 2022
USD 1000 Footnote 2022 2021
INCOME STATEMENT
Operating income 730 721 650 674
EBITDA 1 221 960 178 279
EBIT 2 206 545 160 829
Net result before tax 177 144 142 130
Net result for the year 175 060 133 422
BALANCE SHEET
Non-current assets 788 203 599 673
Current assets 212 090 197 961
Total assets 1 000 293 797 634
Equity 297 335 272 919
Non-current liabilities 556 931 414 638
Current liabilities 146 027 110 077
Total equity and liabilities 1 000 293 797 634
KEY FINANCIAL FIGURES
Cash and cash equivalents 139 984 105 389
EBITDA 1 221 960 178 279
Interest expenses 26 106 15 881
Interest coverage ratio 3 7.91 10.13
Current ratio 4 1.45 1.80
Net profit ratio 5 0.24 0.21
EQUITY
Share capital as at 31 December 59 466 59 466
Equity ratio 6 0.30 0.34
Return on total assets % 7 20.32 19.81
Return on equity % 8 58.88 48.89
KEY FIGURES SHARES
Market price as at 31 December USD 1.45 1.60
Market price as at 31 December NOK 14.28 14.10
Number of shares as at 31 December 253 136 666 253 136 666
Diluted average number of shares (excluding treasury shares) 257 764 866 250 609 708
Equity per share USD 9 1.17 1.08
Earnings per share USD 0.68 0.53
EBITDA per share USD 0.86 0.71
Price/earnings ratio 10 2.13 3.00
Price/book ratio 11 4.87 4.67
Price/EBITDA ratio 1.68 2.25
Key financial figures
As at 31 December
DEFINITION OF NON-IFRS FINANCIAL MEASURES
The Group’s financial information is prepared in accordance with international financial reporting standards (“IFRS”) as adopted by the European
Union. In addition, it is the management’s intention to provide alternative performance measures that are regularly reviewed by management to
enhance the understanding of the Group’s performance, but not instead of, the financial statements prepared in accordance with IFRS. The alterna-
tive performance measures presented may be determined or calculated differently by other companies. The alternative performance measures are
intended to enhance comparability of the results and to give supplemental information to the users of the Group’s external reporting.
1) EBITDA — is the earnings before interest, taxes, depreciation and amortizations
2) EBIT — is the earnings before interest and taxes. It can be calculated by the result before tax added by the interest
3) Interest coverage ratio — is equal to earnings before interest and taxes (EBIT), divided by interest expenses
4) Current ratio — is defined as total current assets, divided by total current liabilities
5) Net profit ratio — is defined as result after taxes, divided by operating income
6) Equity ratio — is equal to shareholders’ equity including non-controlling interest, divided by total assets
7) Return on total assets — is defined as result before taxes adjusted for interest expenses, divided by total capital
8) Return on equity — is defined as net result for the year, divided by equity
9) Equity per share — is defined as total equity, divided by number of issued shares at end of period
10) Price/earnings ratio — is defined as market price of share, divided by earnings per share
11) Price/book ratio — is defined as market price of share, divided by equity per share
12) Time charter equivalent (TCE) – is defined as freight revenues less voyage expenses divided by the number of available on-hire days.
5
BELSHIPS
ANNUAL REPORT 2022
Belships is a shipping company listed on the Oslo Stock Exchange and is a fully inte-
grated shipowner and operator of dry bulk carriers. We own a modern fleet of Supra/
Ultramax vessels with an average age of about four years. All services and key func-
tions are in-house and run by a management team with proven track record.
Belships ASA
Group figures 2022
Operating Income
730 721
thousand USD
EBITDA
221 960
thousand USD
Net result
175 060
thousand USD
Cash break-even 2022
10 500
USD per shipday
Sailed distance
1 246 016
nautical miles
Number of shipdays
9 975
Average fleet age
4
years
Financial highlights
Consolidated balance sheet as per December 31, 2022 ($ million)
Assets
Total
Total
Ships
Other assets
Cash
Total
Equity
Interest bearing debt
Other liabilities
139.8
113.3
747.0
1 000.2
97.7
605.3
297.3
1 000.2
770
Total
Total
Ships
Other assets
Cash
Total
Equity
Interest bearing debt
Other liabilities
139.8
113.3
747.0
1 000.2
97.7
605.3
297.3
1 000.2
770
Equity and liabilities
Employees
Total
Total
Ships
Other assets
Cash
Total
Equity
Interest bearing debt
Other liabilities
139.8
113.3
747.0
1 000.2
97.7
605.3
297.3
1 000.2
770
Commercial operator
& agency: 94
Ship management: 54
Administration: 8
Seafarers: 614
6
BELSHIPS
ANNUAL REPORT 2022
Operational
structure
Offices
Lighthouse Navigation
Commercial Operator
Belships
Shipowning
Belships Management
Technical and Crew Management
Owned
11 x Bulk Carriers
Leased
23 x Bulk Carriers
50.01 % 100 % 100 %
Headquarters,
Oslo
Commercial operations
Bangkok, Oslo, Singapore, Melbourne
Technical management
Singapore
Crewing
Tianjin (PRC), Myanmar, Philippines
7
BELSHIPS
ANNUAL REPORT 2022
Lighthouse Navigation is a dry bulk operating company, with a long track record of
positive results. Lighthouse provides chartering and operations for the Belships fleet in
addition to operating a fleet of chartered-in tonnage in the Ultra-Supramax and Handy-
size segments.
Lighthouse Navigation
Commercial operations
Lighthouse Navigation has its roots and experience tracing back
to the 1990s and the senior management founded the Company
together with Mr. Frode Teigen in 2009. Following the merger
with Belships ASA in 2018 the Company has developed and
expanded its commercial platform.
Lighthouse Navigation works with a wide range of international
charterers, exporters/importers, and traders who engage in the
freight markets for dry cargo. We offer freight backing for cargo
tenders and provide logistical solutions to trading houses and
industrial groups. The annual volume carried is about 10 million
tonnes, and the annual turnover exceeded USD 500 million. The
Company is represented in Bangkok, Oslo, Singapore and Mel-
bourne and serves customers on a worldwide basis. Lighthouse
Navigation provides commercial management for the vessels
owned by Belships ASA, but also for clients outside the group.
As a subsidiary of Lighthouse since 2010, Orient Asia Lines BV
(OAL) manages a liner operation offering a regular service from
South East Asia to the Middle East and the Eastern Mediterra-
nean. OAL specialise in the carriage of forestry products, such
as sawn timber, wood pulp and paper, plywood and medium
density fibreboard (MDF). Orient Asia Lines also carries project
cargoes, steels and machineries. Siam Thara Agency Co., Ltd
established in January 2014, is also controlled by Lighthouse
Navigation. Siam Thara Agency offers comprehensive advice on
ports, logistics and commodities both on the export and import
fronts in Thailand and is considered a leading agent. Lighthouse
Navigation is a dynamic organisation which aims to continue
growing in order to develop new business and operations for
parcel and commodity trades.
Revenue and profit
Strong financial development and a profitable track record
Revenue mUSD Profit before tax mUSD
500
400
300
200
100
0
18 19 20 21 22
18 19 20 2221
81
70
50
6
4
2
0
2.4
142
478.8
502.7
56.6
73
3.4
3.7
64.9
500
400
300
200
100
0
18 19 20 21 22
18 19 20 2221
81
70
50
6
4
2
0
2.4
142
478.8
502.7
56.6
73
3.4
3.7
64.9
EBITDA (mUSD)
60
Employees
94
Average number
of vessels operated
Belships vessels
28
External vessels
60
8
BELSHIPS
ANNUAL REPORT 2022
Lighthouse Navigation
Commercial operations
9
BELSHIPS
ANNUAL REPORT 2022
Belships Management has provided crewing and technical management from its head
office in Singapore since its inception in 1983. Our ship management services create
a competitive advantage for its clients through know-how, cost control and quality of
vessel maintenance standards. Belships Management has Belships ASA, Ultrabulk and
Sumisho Marine, a subsidiary of the Sumitomo Group, as clients.
Belships Management
Ship management
Belships Management sources qualified seafarers mainly from
China, Myanmar and the Philippines. The high retention rate
amongst our officers and crew allows us to train and develop
our seafarers and knowledge pool to provide consistency and
quality for vessels under management.
Building on 40 years of history Belships Management has expe-
rience with most ship types including bulk carriers, oil/product
tankers, container vessels and car carriers. We also offer our
experience in other services that include newbuilding super-
vision, sale and purchase inspection and project work which
recently has involved retrofitting new equipment to existing
vessels. The Company also provides agency services for ships
calling the port of Singapore.
Ships under tech-
nical and crew
management
31
Seafarers
614
Crew retention
98 %
Compliance
The Belships Management
System is in compliance with the
requirements of
◉ ISM Code
◉ ISO9001:2015
◉ ISO 14001:2018
◉ OHSAS 18001:2007
◉ MLC 2006
◉ DOC for Norwegian Flag vessels
◉ We are certified by Class NK
Development
1983
Incorporated under the name Northsouth
Shipmanagement
1993
First company in Singapore with SEP and
ISO 9002 certification by DNV GL
2001
Opening office in Shanghai (PRC)
2006
Opening offices in the Philippines
2018
Attained Document of Compliance for NIS
flag to manage the nine Lighthouse ships
joining the Belships fleet.
10
BELSHIPS
ANNUAL REPORT 2022
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BELSHIPS
ANNUAL REPORT 2022
12
BELSHIPS
ANNUAL REPORT 2022
ESG summary
Sustainability at
Belships
We work proactively to ensure that ESG factors are
considered in everything we do. We have established
policies and procedures to ensure consistent ESG man-
agement and risk mitigation. Our sustainability policy
sets out our approach, priorities and ambitions to sus-
tainability. In 2022, we strengthened our focus on human
rights to ensure that we comply with the new Norwegian
Transparency Act.
The overall responsibility for ESG compliance and per-
formance lies with the Board of Directors (BoD), with the
CEO securing effective implementation of the Board’s
decisions in our daily operations.
Our ESG priorities represent those issues that we
believe are most material to our industry and the com-
pany.
Belships produces an annual sustainability report (see
www.belships.com) that can be read in conjunction with
this ESG summary. The Belships’ Sustainability Report
meets the disclosure requirements of the Sustainability
Accounting Standards Board (SASB) Marine Transpor-
tation Standard (2018) and the Norwegian Shipowners
Association’s Guidelines for ESG Reporting in the Ship-
ping and Offshore Industries.
ENVIRONMENT
Belships is committed to continuously improving energy
efficiency, meeting its GHG reduction obligations and
satisfying all other requirements related to the environ-
ment. Investments in new vessels, a low average fleet
age and deployment of new technologies means we
have a best-in-class energy efficiency performance in
our segment. We strive to operate to high environmental
standards, complying with relevant environmental reg-
ulations. Belships’ environmental management system
is independently certified to the international standard
ISO 14001 and is implemented in conjunction with the
international quality standard ISO 9001:2000.
GHG emissions
As concerns for climate change continues to grow, major
efforts will be required throughout the sector to meet the
IMOs 2050 GHG reduction ambition – to reduce absolute
emissions 50 per cent by 2050 and by 70 per cent on an
intensity basis. Climate change is shaping the course of
the maritime industry. Growing awareness, increasing
customer expectations and increasing regulations make
our response to this issue a priority.
Belships owns a modern fleet of 34 vessels with an
average age of about 4 years. Over the last few years,
Belships is determined to be proactive and contribute to a sustainable shipping
industry through modernisation and transparency. Sustainability is central to our
business model, based on value creation over the long-term and being a responsible
party in the global shipping market.
Environment
◉ Reducing emissions
◉ Energy efficiency
◉ Ecological impact
Social
◉ Health and Safety
◉ Human and labour rights
◉ Diversity
◉ Training and development
Governance
◉ Anti-corruption
◉ Data security and privacy
◉ Sustainable procurement
13
BELSHIPS
ANNUAL REPORT 2022
Belships has completely modernised its fleet, and we
have phased out all ‘non-eco’ design vessels. Therefore,
we are of the opinion that we are operating the best
possible existing vessels available in the market in our
segment. Towards 2030, we have considerable flexibility
in our leasing agreements to only acquire vessels which
meet potential future technical and environmental regu-
latory standards. There is uncertainty related to low and
zero- carbon fuels, but we are monitoring developments
to ensure that we are in a position to adopt cleaner tech-
nology as soon as it is ready and economically viable.
In 2022, our scope 1 GHG emission were 372 787 metric
tonnes carbon dioxide equivalents (CO2e), measured
using a financial control approach (2021: 309 159). The
21 per cent increase in emissions seen in 2022 was
primarily a result of 36 per cent increase in number of
operational days, partially offset by lower emissions per
operational days from a more modern fleet. Despite
increases in overall CO2e emissions, Belships continues
to see a positive development in energy efficiency and
reduction in emissions on an intensity basis.
All emissions data are verified by DNV.
Emissions 2022 2021 2020
GHG emissions
(tonnes CO
2
e)
372 787 309 159 280 471
SO
X
(tonnes) 971 847 738
NO
X
(tonnes) 8 496 6 981 6 319
PM (tonnes) 607 503 359
Emissions indices
1
2022 2021 2020
EEOI (g CO
2
e/
tonne-nm)
8.05 8.46 9.59
EEDI (g CO
2
e/
tonne-nm)
3.64 3.94 4.06
AER (g CO
2
e/dwt-nm) 4.85 4.89 5.13
Climate risk
Our industry is impacted by climate change, such as
rising sea levels, more frequent and severe storms and
changes in temperature and weather patterns. This may
affect our operations as well as the infrastructure and
supply chains supporting the shipping industry. We take
steps to mitigate our climate risk and reduce our carbon
footprint by investing in more fuel-efficient vessels. We
assess our divestment/investment strategy on a regular
basis, taking into consideration the fleets emission
profile and how the Company may be impacted by
stricter regulations, technological development, market
demand and physical climate risks. Decarbonisation of
the fleet has been a part of our strategy ever since we
commenced a major growth and modernisation strategy
in 2019. From a financial perspective, energy efficiency
and a low emission fleet means flexibility in terms of
speed and potentially lower carbon tax. We will continue
to assess our climate risk to ensure that potential risks
are mitigated.
Biodiversity and ecosystems
Marine transportation may have negative impact on bio-
diversity and ecosystems if not managed properly. We
recognize our responsibility to safeguard the oceans and
have policies and procedures in place to comply with
applicable rules and regulations. Our focus areas are on
managing fuels and chemical substances to avoid spills
into water, proper waste management and to avoid the
spread of invasive species by meeting the requirements
of the Ballast Water Management Convention.
In 2022, Belships maintained its track record of zero
incidents related to untreated ballast water, oil spills or
waste disposal (2021:0). All vessels are fully fitted with
Ballast Water Treatment Systems.
1 EEOI – Energy Efficiency Operating Index, EEDI – Energy Efficiency Design Index (for newly acquired ships), EEXI – Energy Efficiency Design Index
(for existing ships), AER – Annual Efficiency Ratio. See www.imo.org for further information.
14
BELSHIPS
ANNUAL REPORT 2022
SOCIAL
We are continuously working towards fostering an
engaging, safe and inclusive work environment where
we take action to secure that all workers have decent
working conditions and that we continue to improve the
work environment for all our employees.
Creating a responsible safety culture
We are dedicated to ensuring the safety of our opera-
tions for our employees, our customers and any per-
sonnel associated with our operations. Our approach to
health and safety is documented in Belships’ Health and
Safety Policy. Management communicates frequently
with company personnel to promote safety and instil
safe work habits through the use of company media
directed at, and training of, both our crew and shore-
based personnel.
In 2022, Belships was able to uphold our track record of
no serious injuries or work-related fatalities. However,
our lost time injury frequency (LTIF) increased from
1.00 to 2.00. All recorded injuries were minor. We are,
therefore, in 2023 increasing shipboard and shore safety
training to keep our personnel safe.
Injury rates 2022 2021 2020
LTIF 2.00 1.00 0.35
Serious injuries 0 0 0
Fatalities 0 0 0
Employee development and welfare
Belships’ employees are our key resource and essential
to the future success of the Company. Our focus is on
creating favourable employment conditions which in
turn lead to the attraction and retention of the right
employees. A key component to our approach is the
investment we make in the training and development
of our personnel. To ensure our onshore employees are
up to date on relevant issues, regulations and trends
both within sustainability and for the shipping industry
in general, we rely on external consultants with expertise
within relevant areas. We continuously develop and
implement crew welfare initiatives to meet our goal of
maintaining high retention rates and thereby create safe
and high performing vessels. In 2022, our retention rates
are back to the historical average in Belships of above 90
per cent.
All crew are provided wages, benefits and conditions of
work in line with industry standards. All crew are covered
by NISCBS union agreement.
Retention rates 2022 2021 2020
Shore-based
personnel (Belships
Administration)
100% 90% 88%
Officers 98% 83% 94%
Ratings 99% 80% 92%
Human and labour rights
Good and safe working conditions is the foundation for
how we approach human rights management within
Belships. Our impact goes beyond our workforce and
seafarers and can reach across the globe, through the
trade and operation of our vessels, with suppliers of
goods and services that take part in our value chain.
We believe that high standards in operations contribute
to a more sustainable and resilient business. Belships
supports and respects the human rights of all individuals
and groups that may be affected by our operations. Our
commitment is guided by internationally recognised
labour and human rights standards as defined in the
International Bill of Rights, the ILO Fundamental Conven-
tions on Labour Standards and the UN Guiding Principles
on Business and Human Rights. We expect our suppliers
to operate at the same ESG standards as we do.
The Norwegian Transparency Act came into force in July
2022. The law requires businesses to carry out human
rights due diligence (HRDD) throughout their supply
chain. Throughout 2022, we have focused our effort on
ensuring compliance with the law. An important first
step in HRDD is to identify salient human rights issues.
These are issues where Belships may have the biggest
adverse impacts on people if not managed properly. The
identification of salient issues provides us with a platform
to start developing our HRDD processes and integrating
responsible business practices within the Company to
manage the identified risks. To provide a basis for this
work, we published a Human Rights Policy in 2022 which
is available on our website. The policy is communicated
to suppliers and other relevant business partners.
There were no reported incidents related to human and
labour rights in 2022.
15
BELSHIPS
ANNUAL REPORT 2022
GOVERNANCE
The Belships BoD and Board committees have respon-
sibility for strategic oversight of all company activity,
including sustainability. The BoD is guided by Belships’
Corporate Governance Policy, which is publicly available
on our website. Our governance procedures and related
control mechanisms are essential to minimize ESG risks
and to guide the implementation of ethical business
practices.
Belships has a zero-tolerance policy for corruption in any
form. Our stance on anti-corruption, as well as our poli-
cies for ensuring that employees and business partners
adhere to high standards of business and personal ethics,
are laid out in our Code of Conduct. Our Code of Conduct
is available online and circulated internally through ISM.
Regular anti-corruption training is provided to relevant
employees throughout the year. There were no reported
ethics or corruption incidents in 2022 (2021: 0).
Employees who observe or become aware of a situation
that they believe to be a violation of the Code of Busi-
ness Conduct are to report on such incidents. There
were no whistle-blowing reports made in 2022 (2021:0).
Data privacy and security
Protecting employee, customer and company data held
at Belships is critically important to us. We comply with
all applicable data privacy and protection requirements
in the countries in which we operate, including the EU’s
General Data Protection Regulation (GDPR). With the
Company becoming increasingly digital as we employ
more technologically advanced and sophisticated
software, we have invested in secure systems and pro-
fessionals to better protect our assets against cybercrime
in addition to adopting new regulatory requirements.
As a result, we changed IT suppliers in 2022. There were
no reports of data privacy or security breaches in 2022
(2021:0).
16
BELSHIPS
ANNUAL REPORT 2022
17
BELSHIPS
ANNUAL REPORT 2022
Directors’ report 2022
Growth and profitability
THE DRY BULK MARKET 2022
Supramax spot market rates started the new year at USD
24 000, after 2021 had turned out to be the best year
for dry bulk in over a decade. From thereon 2022 was a
year of two halves, with the first six months keeping the
strong momentum and posting strong gains in the sec-
ond quarter well above USD 30 000 per day. In addition
to a strong demand side it became evident that increas-
ing port congestion was tying up a significant portion
of the fleet. Therefore, the expected low supply of new
ships was exacerbated with an estimated 7-8 per cent of
existing vessels tied up waiting in ports. With this, ship
values continuously increased and peaked around June.
Thereafter, congestion started to reverse and contrib-
uted to the decline in spot rates for most of the remain-
ing year. The continued efforts in China to fight the
pandemic also hampered dry bulk demand significantly.
Macro-economic data continued to be weak and inter-
est rates increased to stagger inflation, both signalling
more difficult conditions for industrial production and
demand. With this, ship values followed suit and we
recorded an approximate decline in ship values of about
20 per cent at year end. The value for modern eco-design
ships appeared to hold better than for older less eco-
nomical vessels.
Steel products shipments declined by 10.5 per cent,
and fertilizer shipments declined by 7.9 per cent,
according to Fearnleys. Shipment volumes of both these
commodity groups were negatively impacted by the
war in Ukraine. Grain volumes declined by 3.2 per cent,
primarily due to lost volumes of corn and wheat from
Ukraine. Iron ore volumes declined by 2.7 per cent as
China was in lockdown and there were supply issues in
Brazil. Positive demand contributions came from minor
bulks which grew by 6.7 per cent and continuing to be
supportive for Supra/Ultramax segments.
Nonetheless, overall for the year, the Supramax index
averaged about USD 22 000 per day, posting yet another
strong year for dry bulk and contributing to the best
financial result ever for the Belships group of companies.
Fleet growth and increasing contract coverage were the
main drivers in addition to strong results from Light-
house Navigation.
According to Fearnleys, for the full year, 109 vessels
were delivered, about the same as the year before, and
representing a rate of supply growth of just 3 per cent.
According to Clarksons about the same low number
of ships are expected to be delivered in 2023 and 2024
before reducing further in 2025. Relatively low new-
building activity continued as the lack of conviction and
alternatives for fuel and propulsion systems appear to
restrain demand for ordering. Equally important, the
demand for newbuildings in other segments than dry
cargo is absorbing most of the shipbuilding capacity for
2023-2025. Therefore, despite the low orderbook within
dry bulk, newbuilding prices have increased on the back
of limited shipbuilding capacity, relatively high steel
prices and other inflationary pressures.
OPERATIONS
Belships currently has a modern uniform fleet of 34 bulk
carriers with an average age of about 4 years and all
ships operated satisfactorily without significant off-hire.
The operating expenses continued at a competitive
level.
Ship transactions during the year include delivery of the
BELYAMATO newbuilding, delivery of the 5 secondhand
vessels BELAFONTE, BELVEDERE, BELNIKE, BELTANGO
and BELFORTE and sale of BELPAREIL.
Belships subsequently entered into agreements for the
acquisition of three newbuilding resales all fully financed
as part of the transactions. BELMONDO was delivered in
January 2023.
Net earnings in 2022 per ship for the entire fleet amount
to USD 24 038 versus BSI index of USD 22 152 gross per
day. Relative performance versus spot indices is affected
by a high number of fixed period time charter contracts
that contribute to our coverage for 2023 and 2024 at
levels far above current market rates.
18
BELSHIPS
ANNUAL REPORT 2022
In addition, Lighthouse Navigation operated on average
60 ships on short-term charter during 2022. Belships
Management (Singapore) Pte. Ltd. expanded its number
of ships under technical management during 2022 to 31
ships.
RESULTS
The Group had an operating income of USD 730.7m in
2022 (USD 650.7m), giving an EBITDA of USD 222.0m
(USD 178.3m) and a consolidated operating result of
USD 206.5m (USD 160.8m). Net result for the Group was
USD 175.1m (USD 133.4m). The parent Company’s net
result for the year was USD 116.5m (USD 163.3m).
The Board proposes the result for the year allocated as
follows:
Transfer to other retained earnings 116.5m
Total allocations 116.5m
FINANCIAL AND CORPORATE MATTERS
At the end of 2022, the book equity ratio was 30 per cent.
Value-adjusted equity ratio is significantly higher. Interest
bearing bank debt amounted to USD 141.8m and lease
liabilities amounted to USD 463.5m. The consolidated
cash balance was USD 139.9m.
The Group’s solvency and financial position is strong.
At the end of each reporting period, the Company
assesses whether there are any impairment indicators
present. The Company has concluded that the recent
decline in freight rates seen is an impairment indicator
pursuant to IAS 36. Consequently, Belships carried out
an impairment test of ships owned or recognised as
right-of-use assets at the end of the quarter.
Recoverable amounts were higher than carrying
amounts for all ships and no impairments were
recorded.
At the end of 2022, Belships held 371 800 treasury shares
at an average cost of NOK 10.70 per share. The CEO held
5 000 000 options while outstanding employee share
options totalled 100 000 at year-end.
The Group’s market risk exposure mainly relates to
changes in freight rates, and to a lesser extent interest
rates and fuel prices. Belships aims to minimise counter-
part risk and time charter contracts are entered into with
highly reputable charterers. The Group had no research
and development costs in 2022. All ships are owned by
Norwegian companies and substantially all of the com-
pany’s Norwegian operations are within the Norwegian
tonnage tax regime as of year-end. The Group had tax
losses carried forward of USD 28.5m as at 31 December
2022. No deferred tax benefits were recognised in the
balance sheet.
GOING CONCERN
The annual accounts are presented on a going concern
basis in accordance with § 3 – 3 of the Norwegian
Accounting Act. The Group’s liquidity reserves are con-
sidered robust. Current activity is expected to generate
sufficient liquidity to cover current debt and operating
expenses throughout 2023. Based on this, the Board
considers that the conditions for a going concern are
in place. In the opinion of the Board, the consolidated
accounts have been prepared in accordance with
International Financial Reporting Standards (IFRS) as
adopted by the EU.
The information in the accounts gives a true and accu-
rate representation of the Company’s and the Group’s
assets, liabilities, financial position, and results. The
annual accounts give a fair view of the development,
profit, and overall financial position of Belships ASA and
describe the most significant risks and uncertainties
facing the Group and the parent company.
SAFETY AND THE ENVIRONMENT
Belships aims to minimise environmental impact from
its activities and strives to improve safety. Measures
are taken to prevent and minimise the impact on the
environment. Belships works consciously to improve
standards, both on board and ashore. Pollution from
19
BELSHIPS
ANNUAL REPORT 2022
ship operations is governed by several national and
international environmental standards and certifica-
tions. Belships meets official requirements in terms of
safety and the environment. All our ships are equipped
to meet regulatory standards and requirements and
the modern fleet of Belships represents lower emis-
sions and energy consumption compared to industry
averages. There were no serious or material incidents
in 2022.
ORGANISATION
Belships is headquartered in Oslo, from where it con-
ducts financial, strategic development and investor
relations together with the overall management of
the Group’s activities. Chartering is handled from our
commercial operations in Oslo, Bangkok, Singapore,
and Melbourne. Insurance is handled from Bangkok and
technical management including crewing is organised
from Singapore.
The Group employed 156 office staff at the end of 2022.
Ships under technical management employed 614
officers and crew members. Sick leave was less than
2 per cent in 2022. The Group was not subject to any
serious work-related accidents in 2022. We are an equal
opportunity employer with all qualified applicants
receiving consideration for employment. 50 per cent of
the employees in Belships ASA are women. The working
environment in the companies within the Group is con-
sidered good.
Belships ASA has taken out liability insurance that covers
potential liabilities up to NOK 100m for the Board of
Directors and CEO of the Company.
CORPORATE SOCIAL RESPONSIBILITY
Belships is a shipping company with global reach and a
hundred years of history. The Board is well aware of the
direct and indirect impact Belships’ activities have on the
outside world as well as the Company’s shareholders.
Belships is determined to create long-term shareholder
values and at the same time act as a responsible partic-
ipant in the society. The most important issues for our
business and our shareholders in respect of Corporate
Social Responsibility (CSR) are:
◉ Environment
◉ Human and labor rights
◉ Anti-corruption
It is our policy to follow the standards, laws and regu-
lations set by the national and international maritime
regulatory authorities, but we also strive to uphold moral
and ethical behaviour as part of our culture.
Belships reports on safety and environment in the
annual report. Belships does not tolerate any corrupt
practices with our suppliers, customers or government
entities affecting our business. Belships pays attention to
the working conditions and safety within our operations.
Please see the separate statement of corporate social
responsibility.
CORPORATE GOVERNANCE
Belships’ goals and strategy are based on sound princi-
ples of corporate governance. The Company has been
listed on the Oslo Stock Exchange since 1937, and is
subject to the Norwegian Accounting Act, the Securi-
ties Trading Act, and the Public Limited Company Act.
Belships follows the Norwegian code of good corporate
governance of 14 October 2021. Please see the separate
statement of corporate governance.
OUTLOOK
The sentiment in dry bulk markets continued to soften
in January and February, and the Baltic Exchange
Supramax spot index has averaged USD 10 400 year to
date. However, the market and sentiment has recently
improved, and the index is currently about USD 12 400.
Even though spot market rates have been soft, both
the Forward Freight Agreements (FFA) and period rates
are holding steady and indicating that we have passed
the bottom of the market. The FFA currently indicate a
20
BELSHIPS
ANNUAL REPORT 2022
market average of about USD 16 000 for the remaining
part of the year, with Ultramax bulk carriers earning an
additional premium of about 15 per cent.
Belships has contract coverage ensuring higher profit-
ability than current market levels. Available ship days
in Q1 2023 were covered at around USD 20 000 per day,
and 80 per cent of ship days in the next four quarters are
fixed at about USD 19 000 per day. All period contracts
are fixed with highly reputable and recognised charterers
in the dry bulk market. Belships financing has been
secured for many years ahead, and most of the debt is
secured with fixed interest rates.
Lighthouse Navigation continues to deliver very good
results. We expected somewhat lower activity in Q1 2023
in line with seasonality in the dry bulk market. However,
we continue to see very good profitability and Light-
house is expected to continue contributing to Belships’
dividend capacity.
With normal seasonality, it is likely that spot market rates
will increase from Q2 onwards, and towards second half
of this year we expect a positive market development
based on increased activity from China reopening and
some pent-up demand effects after last year. However,
geopolitical risks remain high with the ongoing war in
Ukraine, energy shortages and inflationary pressures
remain, creating volatile conditions in financial markets.
Therefore, the pace of this recovery is uncertain, and we
are comfortably positioned with highly profitable con-
tract coverage for the meantime.
Looking further ahead, the supply side as observed from
the number of deliveries and the publicly quoted order-
book for dry bulk is historically low. We therefore remain
optimistic in terms of medium to long term market
prospects.
We are focused on capital discipline and returning
capital to shareholders. A competitive return for our
shareholders is to be obtained through an increase in
the value of the Company’s shares and the payment of
dividends, as measured by the total return. Since we
announced a new dividend policy in Q2 2021, we have
returned a total of NOK 6.35 per share (USD 168.3m) to
shareholders and at the same time we have continued to
deliver profitable growth and fleet expansion.
Belships owns a modern fleet of 34 Supra/Ultramax bulk
carriers with an average age of about four years and daily
cash breakeven for 2023 of about USD 10 900 per vessel.
Based on Belships’ current contract coverage, we expect
to generate significant free cash flow and continue to
pay quarterly dividends as announced with our dividend
policy.
Oslo, 13 April 2023 Peter Frølich
Chair of the Board
Sten Stenersen
Board member
Jorunn Seglem
Board member
Marianne Møgster
Board member
Frode Teigen
Board member
Carl Erik Steen
Board member
Birthe Cecilie Lepsøe
Board member
Lars Christian Skarsgård
Chief Executive Officer
21
BELSHIPS
ANNUAL REPORT 2022
The Board and Chief Executive Officer have today considered
and approved the annual report and financial statements for the
Belships group and its parent company Belships ASA for 2022.
The Board has based this declaration on reports and statements
from the Group’s chair and CEO, on the results of the group’s
activities and on other inform ation that is essential to assess the
Group’s position, provided to the Board of the parent company
under obligation by the Group’s administration and subsidiaries.
To the best of our knowledge:
◉ the 2022 financial statements for the Group and parent
company have been prepared in accordance with all appli-
cable accounting standards
◉ the information provided in the financial statements gives
a true and fair representation of the Group and parent com-
pany’s assets, liabilities, profit and overall financial position
as of 31 December 2022
◉ the annual report provides a true and fair overview of:
– the development, profit and financial position of the
Group and parent company
– the most significant risks and uncertainties facing the
Group and the parent company
Directors’ responsibility statement
Oslo, 13 April 2023 Peter Frølich
Chair of the Board
Sten Stenersen
Board member
Jorunn Seglem
Board member
Marianne Møgster
Board member
Frode Teigen
Board member
Carl Erik Steen
Board member
Birthe Cecilie Lepsøe
Board member
Lars Christian Skarsgård
Chief Executive Officer
22
BELSHIPS
ANNUAL REPORT 2022
Supramax and Ultramax bulk carriers are very versatile, equipped with cranes (“geared”) in order to load and discharge a muli-
tude of cargoes, and can enter most ports of the world. All of our ships are of eco-design combining high cargo capacity with
lower fuel / energy consumption.
Vessel Type Built DWT Yard Flag
NEWBUILDING Ultramax 2026 64 000 Japan Norwegian
NEWBUILDING Ultramax 2025 64 000 Japan Norwegian
NEWBUILDING Ultramax 2024 64 000 Japan Norwegian
BELMONDO Ultramax 2023 64 000 Imabari Norwegian
BELYAMATO Ultramax 2022 64 000 Imabari Norwegian
BELTOKYO Ultramax 2021 64 000 Imabari Norwegian
BELFORCE Ultramax 2021 61 000 Dacks Norwegian
BELKNIGHT Ultramax 2021 61 000 Dacks Norwegian
BELTRADER Ultramax 2021 61 000 Dacks Norwegian
BELGUARDIAN Ultramax 2021 61 000 Dacks Norwegian
BELMAR Ultramax 2021 64 000 Imabari Norwegian
BELFAST Ultramax 2021 64 000 Imabari Norwegian
BELAJA Ultramax 2020 61 000 Shin Kurushima Norwegian
BELMOIRA Ultramax 2020 61 000 Shin Kurushima Norwegian
BELFUJI Ultramax 2020 63 000 Imabari Panama
BELNIKE Ultramax 2020 63 000 Imabari Marshall Islands
BELTANGO Ultramax 2020 64 000 Mitsui Panama
BELFORTE Ultramax 2019 64 000 Mitsui Singapore
BELRAY Ultramax 2019 61 000 Shin Kurushima Norwegian
BELNIPPON Ultramax 2018 63 000 Imabari Norwegian
BELAFONTE Ultramax 2017 63 000 Imabari Norwegian
BELHAVEN Ultramax 2017 63 000 Imabari Norwegian
BELTIGER Ultramax 2017 63 000 New Times Norwegian
BELISLAND Ultramax 2016 61 000 Imabari Norwegian
BELINDA Ultramax 2016 63 000 Hantong Norwegian
BELMONT Ultramax 2016 63 000 Hantong Norwegian
BELATLANTIC Ultramax 2016 63 000 Hantong Norwegian
BELLIGHT Ultramax 2016 63 000 New Times Norwegian
BELFRIEND Supramax 2016 58 000 Tsuneishi Norwegian
BELTIDE Supramax 2016 58 000 Tsuneishi Norwegian
BELVEDERE Ultramax 2015 66 000 Mitsui Norwegian
BELFOREST Ultramax 2015 61 000 Imabari Norwegian
BELHAWK Ultramax 2015 61 000 Imabari Norwegian
BELSOUTH Ultramax 2015 63 000 Hantong Norwegian
Total Average age DWT
34 Vessels 4 years 2.125 million
Fleet overview
Directors’ responsibility statement
23
BELSHIPS
ANNUAL REPORT 2022
24
BELSHIPS
ANNUAL REPORT 2022
Consolidated
financial
statements
Consolidated financial
statements
26 Consolidated statement of income
27 Consolidated statement of comprehensive income
28 Consolidated statement of financial position
30 Consolidated statement of cash flow
31 Consolidated statement of changes in equity
32 Notes to the consolidated accounts
32 Note 1 General information
33 Note 2 Accounting principles
37 Note 3 Estimates and judgement
37 Note 4 Revenue
38 Note 5 Segment information
40 Note 6 Ships and other fixed assets
42 Note 7 Interest bearing debt
43 Note 8 Bank deposits
43 Note 9 Related parties
43 Note 10 Receivables and liabilities
44 Note 11 Investments and group companies
46 Note 12 Equity
47 Note 13 Earnings per share
48 Note 14 Salaries, number of employees
49 Note 15 Other general administrative expenses
50 Note 16 Options to employees
51 Note 17 Pensions
52 Note 18 Financial market risk
54 Note 19 Taxes
56 Note 20 Operating expenses
56 Note 21 Environmental issues
56 Note 22 Contingencies
56 Note 23 Subsequent events
25
BELSHIPS
ANNUAL REPORT 2022
USD 1000 Note 2022 2021
Operating income
Gross freight income 926 494 808 237
Voyage expenses -204 769 -164 929
Net freight income 721 725 643 308
Management fees 8 996 7 366
Total operating income 4,5 730 721 650 674
Operating expenses
Share of result from j/v and associated companies 11 31 065 14 323
T/C hire expenses 7 -450 524 -400 710
Ship operating expenses 20 -55 571 -50 457
Operating expenses ship management 20 -26 663 -30 756
Payroll expenses 14 -5 250 -2 691
Other general administrative expenses 15 -1 818 -2 104
Total operating expenses -508 761 -472 395
EBITDA 221 960 178 279
Depreciations and amortisation 6 -39 031 -28 735
Gain on sale of ships 22 274 15 333
Other gains/(losses) 1 342 -4 048
Operating result (EBIT) 206 545 160 829
Financial income and expenses
Interest income 962 815
Interest expenses 7,10 -26 106 -15 881
Other financial items -1 895 -2 308
Currency exchange gain/(loss) -2 362 -1 325
Net financial items -29 401 -18 699
Net result before tax 177 144 142 130
Tax 19 -2 084 -8 708
Net result for the year 175 060 133 422
Hereof majority interests 146 886 103 983
Hereof non-controlling interests 11 28 174 29 439
Earnings per share (USD) 13 0.69 0.54
Diluted earnings per share (USD) 13 0.69 0.53
Consolidated statement
of income
26
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
USD 1000 Note 2022 2021
Net result for the year 175 060 133 422
Other comprehensive income not to be reclassified to
profit or loss in subsequent periods:
Actuarial gain/(loss) on defined benefit plan 17 13 3
Items that may be subsequently reclassified to profit or (loss):
Exchange differences -129 -74
Total comprehensive income 174 944 133 351
Hereof majority interests 146 770 103 912
Hereof non-controlling interests 28 174 29 439
Consolidated statement of
comprehensive income
27
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
USD 1000 Note 2022 2021
ASSETS
Non-current assets
Tangible fixed assets
Ships 6 747 042 580 628
Prepayment of ships 6 900 -
Property, Plant, and Equipment 6 3 702 4 227
Total tangible fixed assets 757 644 584 855
Financial fixed assets
Investments in j/v and associated companies 11 29 483 13 997
Cash and cash equivalents (restricted) 8 113 185
Other non-current receivables 963 636
Total financial fixed assets 30 559 14 818
Total non-current assets 788 203 599 673
Current assets
Ships held for sale 6 0 23 933
Bunker inventory 14 675 16 492
Trade debtors 14 885 19 086
Other receivables 42 659 33 246
Cash and cash equivalents (restricted) 8 2 638 200
Cash and cash equivalents 8 137 233 105 004
Total current assets 212 090 197 961
TOTAL ASSETS 1 000 293 797 634
Consolidated statement
of financial position
As at 31 December
28
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
USD 1000 Note 2022 2021
EQUITY AND LIABILITIES
Equity
Paid-in capital 158 359 158 802
Retained earnings 98 864 82 739
Non-controlling interests 40 112 31 378
Total equity 12 297 335 272 919
Liabilities
Non-current liabilities
Pension obligations 17 865 842
Long term interest bearing debt 10 555 202 412 881
Other non-current liabilities 864 915
Total other non-current liabilities 556 066 413 796
Current liabilities
Current portion of interest bearing debt 10 50 053 24 467
Tax payable 19 1 842 8 620
Public taxes and duties payable 5 572 657
Trade creditors 6 909 6 813
Other current liabilities 81 651 69 520
Total current liabilities 146 027 110 077
Total liabilities 702 958 524 715
TOTAL EQUITY AND LIABILITIES 1 000 293 797 634
Consolidated statement
of financial position
As at 31 December
Oslo, 13 April 2023 Peter Frølich
Chair of the Board
Sten Stenersen
Board member
Jorunn Seglem
Board member
Marianne Møgster
Board member
Frode Teigen
Board member
Carl Erik Steen
Board member
Birthe Cecilie Lepsøe
Board member
Lars Christian Skarsgård
Chief Executive Officer
29
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
USD 1000 Note 2022 2021
CASH FLOW FROM OPERATIONS
Net result before tax 177 144 142 130
Adjustments to reconcile result before tax to net cash flows:
Depreciations/impairment on fixed assets 6 39 031 28 735
Gain on sale of ships 6 -23 616 -15 333
Share-based compensation expense 16 1 057 500
Share-based compensation payment 16 -8 150 0
Difference between pension expenses and paid pension premium 17 13 -19
Share of result from j/v and associated companies 11 -16 419 -14 323
Net finance costs 29 401 18 699
Working capital adjustments:
Change in trade debitors and trade creditors 4 297 -13 210
Change in other current items -67 19 462
Interest received 962 815
Interest paid 7 -26 106 -15 881
Financing costs -1 270 -1 276
Income tax paid 19 -4 718 -852
Net cash flow from operating activities 171 559 149 447
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from sale of ships 6 66 097 62 541
Payment of ships 6 -86 580 -90 454
Received instalments from sale of ships 0 12 661
Payment of other investments -2 516 -5 022
Net cash flow from investing activities -22 999 -20 274
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from non-current debt 7,18 66 569 52 360
Paid-in capital (net) 0 15 952
Repayment of non-current debt 7,18 -37 014 -95 015
Sold treasury shares 0 129
Dividend paid -143448 -31 380
Net cash flow from financing activities -113 893 -57 954
Net change in cash and cash equivalents during the period 34 667 71 219
Cash and cash equivalents at 1 January 105 204 33 985
Cash and cash equivalents at 31 December * 139 871 105 204
*) Includes restricted cash. See note 8 for further details.
Consolidated statement
of cash flow
30
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
Consolidated statement
of changes in equity
Majority interest
Paid-in Retained
Non-
Share Treasury Share Other Other controlling Total
USD 1000 capital 2022 premium equity equity interest* equity
2022
Equity as at 31 December 2021 59 466 -128 62 228 37 236 82 739 31 378 272 919
Share-based payment expense 0 0 0 1057 0 0 1 057
Share-based compensation payment 0 0 0 -1500 -6650 0 -8 150
Dividend paid 0 0 0 0 -124008 -19 440 -143 448
NCI transactions 0 0 0 0 13 0 13
Net result for the year 0 0 0 0 146 886 28 174 175 060
Other comprehensive income 0 0 0 0 -116 0 -116
Total comprehensive income 0 0 0 0 146 770 28 174 174 944
Equity as at 31 December 2022 59 466 -128 62 228 36 793 98 864 40 112 297 335
2021
Equity as at 31 December 2020 53 617 -166 47 775 36 736 5 956 6 099 150 017
Share issue 5 849 0 14 453 0 0 0 20 302
Sale of treasury shares 0 38 0 0 91 0 129
Share-based payment expense 0 0 0 500 0 0 500
Dividend paid 0 0 0 0 -27 220 -4 160 -31 380
Net result for the year 0 0 0 0 103 983 29 439 133 422
Other comprehensive income 0 0 0 0 -71 0 -71
Total comprehensive income 0 0 0 0 103 912 29 439 133 351
Equity as at 31 December 2021 59 466 -128 62 228 37 236 82 739 31 378 272 919
* Non-controlling interests is mainly related to the subsidiaries Lighthouse Navigation Management AS (50.50%) and Lighthouse Navigation Pte Ltd
(50.01%). See note 11.
31
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
domiciled in Norway Oslo Lilleakerveien 6D in Oslo Norway
financial statements may be downloaded from www.belships.com, or by inquiry to the company’s head office. The consolidated financial statements
have been approved by the Board on 13 April 2023.
Belships has obtained approval from Oslo Stock Exchange and Norwegian tax authorities to publish its financial statements only in English.
◉ Assets and debts are converted according to conversion rates on the balance sheet date
◉ Income and costs are converted according to yearly average conversion rates
Notes to the
consolidated accounts
All amounts in the notes are in USD 1 000 unless otherwise stated
32
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
Note 2 Accounting principles
At the end of each reporting period, every fixed asset is assessed for impairment indicators as described under section O) Impairment of assets.
33
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
◉ Time Charter (freight income)
◉ Voyage charter (freight income)
◉ Other revenues such as technical, crewing, port agency, logistical and management fees.
34
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
35
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
◉ expected to be realised or intended to sold or consumed in normal operating cycle
◉ held primarily for the purpose of trading
◉ expected to be realised within twelve months after the reporting period
◉ cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period
◉ expected to be settled in normal operating cycle
◉ held primarily for the purpose of trading
◉ due to be settled within twelve months after the reporting period
◉ there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
36
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
◉ Management has committed to a plan to sell the asset
◉ The asset is available for immediate sale in its present condition
◉ The sale of the asset is highly probable to be completed within a one year period
◉ The asset is being actively marketed at a sale price that is reasonable in relation to its current market value.
NOTE 4 REVENUE
37
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
38
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
39
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
See note 7 for further details related to period time charters.
*) BELLIGHT was in 2022 refinanced as a sale-leaseback while option to acquire BELNIPPON was exercised.
40
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
Fleet
The group controlled a fleet of 31 ships at the end of the year. Ship transactions during the year include delivery of the newbuildings BELYAMATO,
delivery of the 5 secondhand vessels BELAFONTE, BELVEDERE, BELNIKE, BELTANGO and BELFORTE and sale of the 3 oldest vessels BELPAREIL, BEL-
OCEAN and BELSTAR.
41
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
NOTE 7 INTEREST BEARING DEBT
The Group’s interest bearing debt consists of both lease agreements for vessels and bank debt. Management considers that all of its bareboat agree-
ments to meet the lease definition under IFRS 16, while the long-term time charter contracts contain both lease and service components. During 2022
the group entered into several lease agreements.
42
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
43
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
44
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
45
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
Dividend paid (NOK per share) 4.65 0.95
46
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
47
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
*) Incl. social security tax
Loan to employees
No loans to employees exist at year-end 2022.
* Includes salary and severance pay to the previous CFO
** Includes the difference between previously expensed amount and cash settlement of share options.
Remuneration in accordance with the Accounting Act § 7-31b is presented in note 9 in the parent company accounts. Other remuneration includes
telephone, insurance agreements etc.
Bonus
No bonus scheme was adopted for 2022.
Share options
Share options to the employees are described in note 16.
The Chief Executive Officer has a separate option scheme which is also described in note 16.
48
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
Remuneration to the board
2022 2021
The Board 208 233
Audit committee 18 20
Nomination committee 5 6
Board members are not awarded share options.
See note 20 for more details.
49
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
50
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
NOTE 17 PENSIONS
See note 20 for more details.
51
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
52
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
Currency risk
The functional currency of Belships is USD as the majority of the Group’s transactions are denominated in USD. Currency risks arise in connection with
transactions that are completed in other currencies than USD, mainly in NOK or THB. This applies mainly to administrative expenses, salaries and
declaration of ship purchase options.
Climate-related risks
Climate-related risks include both transition risks and physical risks with focus on transition risks as this is considered to have a larger impact and
probability for the Group. Transition risks mainly relate to effect of reduced demand for the Group’s services and the risk of stranded assets and new
regulations as the fleet moves to low-carbon fuel.
53
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
NOTE 19 TAXES
54
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
55
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
Note 20 Operating expenses
56
BELSHIPS
ANNUAL REPORT 2022
CONSOLIDATED ACCOUNTS
57
BELSHIPS
ANNUAL REPORT 2022
Belships ASA
Financial
statements
Belships ASA financial
statements
59 Income statement
60 Balance sheet
62 Cash flow statement
63 Notes to the parent accounts
63 Note 1 Accounting policies
65 Note 2 Fixed assets
66 Note 3 Salaries, number of employees
67 Note 4 Options to employees
68 Note 5 Pensions
68 Note 6 Other general administrative expenses
69 Note 7 Tax
70 Note 8 Shares
70 Note 9 Intercompany balances
70 Note 10 Receivables and liabilities
70 Note 11 Bank deposits
71 Note 12 Equity
73 Note 13 Financial market risk
73 Note 14 Related parties
73 Note 15 Subsequent events
58
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ANNUAL REPORT 2022
USD 1000 Note 2022 2021
Operating income
Freight income 0 22 270
Other operating income 637 793
Gain on sale of lease agreements 2 9 997 17 505
Total operating income 10 635 40 568
Operating expenses
T/C hire 0 -8 636
Ship operating expenses -49 -3 924
Payroll expenses 3, 4, 5 -5 250 -2 691
Other general administrative expenses 6 -1 139 -1 748
Depreciation of fixed assets 2 -91 -2 634
Total operating expenses -6 530 -19 632
Operating result 4 105 20 936
Financial income and expenses
Share dividend 117 380 0
Interest income 94 3
Interest income on loan to subsidiary 9 2 309 4 117
Interest expenses -2 -3 086
Interest expenses on loan to subsidiary 9 -232 0
Other financial items 8 -3 029 142 200
Currency exchange gain/-loss -2 157 -876
Net financial items 114 363 142 358
Net result before tax 118 468 163 294
Income tax expense 7 -2 005 0
Net result for the year 116 464 163 294
Appropriations of net result:
Transfer from/(to) other retained earnings -116 464 -163 294
Total -116 464 -163 294
Income statement
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USD 1000 Note 2022 2021
ASSETS
Fixed assets
Tangible fixed assets
Ship 0 80
Other fixed assets 2 16 209
Total tangible fixed assets 16 289
Financial fixed assets
Shares in subsidiaries 8 144 065 38 701
Loan to subsidiaries 9 80 375 133 327
Other non-current receivables 0 2
Total financial fixed assets 224 440 172 030
Total fixed assets 224 456 172 318
Current assets
Trade debtors 312 186
Intercompany balances 9 148 444 158 881
Other receivables 291 1 820
Cash and cash equivalents 11 32 395 14 002
Total current assets 181 442 174 889
TOTAL ASSETS 405 898 347 207
Balance sheet
As at 31 December
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USD 1000 Note 2022 2021
EQUITY AND LIABILITIES
Equity
Paid-in capital
Share capital 59 466 59 466
Treasury shares -125 -125
Share premium 62 228 62 228
Other paid-in capital 9 575 10 018
Total paid-in capital 131 144 131 587
Retained earnings
Other equity 126 456 140 637
Total equity 12 257 599 272 224
Liabilities
Non-current liabilities
Deferred tax 7 2 005 0
Pension obligations 5 188 244
Intercompany balances 9 47 445 47 445
Total non-current liabilities 49 638 47 689
Current liabilities
Public taxes and duties payable 337 206
Trade creditors 107 1 043
Intercompany balances 9 97 425 23 976
Other current liabilities 792 2 069
Total current liabilities 98 661 27 294
Total liabilities 148 299 74 983
TOTAL EQUITY AND LIABILITIES 405 898 347 207
Balance sheet
As at 31 December
Oslo, 13 April 2023 Peter Frølich
Chair of the Board
Sten Stenersen
Board member
Jorunn Seglem
Board member
Marianne Møgster
Board member
Frode Teigen
Board member
Carl Erik Steen
Board member
Birthe Cecilie Lepsøe
Board member
Lars Christian Skarsgård
Chief Executive Officer
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USD 1000 Note 2022 2021
CASH GENERATED FROM OPERATIONS
Net result before tax 118 468 163 294
Adjustments to reconcile result before tax to net cash flows:
Gain on sale of lease agreements 2 -9 997 -17 505
Depreciation of fixed assets 2 91 2 634
Share-based payment transaction expense 4 1 057 502
Share-based payment transaction payment 4 -8 150 0
Difference between pension expenses and paid pension premium 5 -13 -19
Net finance items -114 363 -142 358
Working capital adjustments:
Change in trade debitors and trade creditors -1 062 1 694
Change in current intercompany balances 13 712 -118 809
Change in other short-term items 912 912
Interest received 94 4 120
Interest paid -2 -3 086
Net other financial items -1 356 141 323
Net cash flow from operations -608 32 702
CASH FLOW FROM INVESTING ACTIVITIES
Investments in fixed assets 0 -13 113
Sale proceeds from fixed asset disposals 129 508
Dividends and group contribution received 142 880 0
Cash issue in subsidiary 8 -55 300 -11
Change in intercompany balances 0 5 754
Change in other investments 0 15
Net cash flow from investing activities 87 709 -6 847
CASH FLOW FROM FINANCING ACTIVITIES
Share issue 0 16 286
Dividend paid 12 -124 008 -27 220
Change in intercompany balances 55 300 0
Instalments lease commitments 0 -3 155
Net cash flow from financing activities -68 708 -14 089
Net change in cash and cash equivalents 18 393 11 766
Cash and cash equivalents at 1 January 14 002 2 236
Cash and cash equivalents at 31 December 32 395 14 002
Restricted bank deposits 11 110 116
Cash flow statement
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Notes to the
parent accounts
NOTE 1 ACCOUNTING POLICIES
Belships ASA is an owner and operator of subsidiaries owning dry bulk ships. At the end of the year, the Group controlled a fleet of 30 ships.
The company is also providing commercial management and ship management services through subsidiaries. The company is a public limited liabil-
ity company incorporated and domiciled in Norway and listed on Oslo Stock Exchange. The head office is located in Lilleakerveien 6D in Oslo, Norway.
The financial statements have been approved by the Board on 13 April 2023. The accounts are prepared in accordance with Norwegian Generally
Accepted Accounting Principles (NGAAP).
The accounts form part of the consolidated accounts of Belships ASA. The consolidated financial statements have been prepared in accordance with
IFRS as adopted by EU.
Belships has obtained approval from Oslo Stock Exchange and Norwegian tax authorities to only publish its financial statements in English.
All amounts in the notes are in USD 1 000 unless otherwise stated.
A) Classification of balance sheet items
Assets intended for long-term ownership or use are classified as fixed assets. Other assets inclusive accounts receivable within 12 months are classified
as current assets.
Liabilities due within 12 months, are classified as shortterm liabilities. Current assets are reported at the lower of cost and net realisable value, while
current liabilities are carried at the nominal value at drawdown date.
B) Taxes on income
Tax expenses consist of tax payable and changes in deferred tax. Deferred tax/tax assets are calculated on all differences between accounting values
and tax values of assets and liabilities.
Deferred tax assets are included in the balance sheets when it is likely that the company will have sufficient profit for tax purposes in subsequent peri-
ods that will enable the company to utilize the tax asset. The company records previously unrecorded deferred tax assets to the extent it has become
likely that the company can utilize the deferred tax asset. Similarly, the company will reduce the deferred tax asset to the extent the company no
longer regards it as being likely that it can utilize the deferred tax asset.
Deferred tax and deferred tax asset are measured on the basis of expected future tax rates.
Deferred tax and deferred tax assets are entered at nominal value and are classified as financial fixed assets (long-term liability) on the balance sheet.
Tax payable and deferred tax are booked directly against equity to the extent the tax items relate to equity transactions.
C) Tangible fixed assets
Tangible fixed assets are measured at acquisition cost, net of accumulated depreciation and impairments losses.
When assets are sold or divested, the carrying amount is deducted and any gains or losses are recognised in the income statement. Acquisition cost
for tangible fixed assets is the purchase price, including taxes and charges and expenses directly related to preparing the asset for use. Expenses
incurred after the asset has been put to use, are recognised in the income statement, whereas other expenses which are expected to create future
financial gains are capitalised.
D) Leasing
The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at inception date. Leases are clas-
sified as financial leases if the terms of the lease agreement transfers substantially all the risks and rewards incidental to ownership of an asset.
All other leases are classified as operating lease. The company has no financial leases.
For operating leases, the payments (time charter hire or bareboat hire) are recognized as an expense on a straight line basis over the term for the lease.
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E) Investments in other companies
Investments in subsidiaries and jointly controlled companies are accounted for in the parent company using the cost method.
At the end of each year, each investment in subsidiaries is assessed for impairment indicators. When it is assumed that the investment’s value is lower
than its carrying amount, an impairment loss is recognised.
F) Accounts receivable
Accounts receivable are booked at nominal amount less expected loss.
G) Cash flow statement
The cash flow statement has been prepared using the indirect method. Liquid assets includes cash, bank deposits (restricted and unrestricted) and
other short-term investments, which can be converted to cash within 3 months. For restricted deposits, see note 11.
H) Equity
(i) Treasury shares
Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity.
No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any difference
between the carrying amount and the consideration, if reissued, is recognised in share premium. Share options exercised during the reporting period
are fulfilled with treasury shares.
(ii) Costs related to equity transactions
Transaction costs directly related to equity transactions are charged directly against the equity after tax deductions.
I) Employee benefits
Defined contribution pension scheme All employees are member of the company’s defined contribution scheme. The premium is charged as incurred
by operations. Social security tax expense is recognized based on the pension plan payments.
Defined benefit pension scheme The company has unfunded pension liabilities. These relate to early retirement and pension to persons, that have not
been included in the service pension scheme. Pension obligations are estimated by an independent actuary.
J) Provisions
A provision is recorded when the company has a liability (legal or constructive) as a result of a previous event, where it is likely (more likely than not)
that there will be a financial settlement as a result of this liability and that the size of the sum can be reliably determined. If the effect is considerable,
the provision is calculated by discounting the expected future cash flow with a discount rate before tax, which reflects the market’s evaluation of the
time value of money and, if relevant, risks specifically connected to the liability.
Provisions for loss-creating contracts are included when the company’s expected income from a contract is lower than the inevitable costs which were
incurred in discharging the obligations of the contract.
K) Revenue recognition
Belships ASA delivers administrative, commercial and project management services such as accounting, legal, IT, project and office services which
are taken to income as the services are delivered. Interest rate income is taken to income based on effective interest method according to when it is
earned.
Dividend received from subsidiaries is accounted for in the same year as dividend has been accrued for in the subsidiary. If such dividend exceeds the
prorata share of retained earnings after the acquisition of the shares, such excess portion represents repayment of capital and reduces the acquisition
cost accordingly.
L) Transactions in foreign currency
Transactions in foreign currency are converted at the rate at the time of the transaction. Monetary items in foreign currency are converted into USD
using the rate on the balance sheet date. Non-monetary items which are measured at historical rates expressed in foreign currencies, are converted
into USD using the currency rate at the time of the transaction.
Currency rate changes are charged against income during the accounting period.
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M) Contingent gains and losses
Provisions are made for contingent losses deemed probable and quantifiable. Contingent gains are not recognised.
N) Related party transactions
Transactions with related parties are carried out at market terms. See note 14 for further information.
O) Events after the balance sheet date
New information after the balance sheet date regarding the company’s financial position as of the balance sheet date is taken into consideration in the
annual accounts.
Events after the balance sheet date that do not affect the company’s financial position as of the balance sheet date, but which will have an impact on
the company’s financial position in the future are revealed if significant.
P) Use of estimates in preparation of the annual accounts
The management has used estimates and assumptions that have affected assets, debt, income, costs and information on potential liabilities. This
applies particularly to share-based remuneration. Future events can entail a change in these estimates. Estimates and the underlying assumptions are
evaluated on an ongoing basis. Changes in accounting estimates are entered in the period when the changes occur. If the changes also apply to future
periods, the effect is distributed over the current and future periods.
Q) Share-based remuneration
The employees in Belships ASA have received options to purchase shares in the company. The market value of the awarded options is measured at
the time of the award and charged to expense over the vesting period as a wage cost with corresponding increase in other paid-in equity. The market
value of the options granted is estimated using the Black and Scholes option pricing model.
NOTE 2 FIXED ASSETS
2022 2021
Other fixed assets Other fixed assets
Non Non
Depreciable depreciable Depreciable depreciable
assets assets Total assets assets Total
Cost price
As at 1 January 506 61 567 490 469 959
Additions 0 0 0 78 0 78
Disposals -299 -61 -360 -62 -408 -470
As at 31 December 207 0 207 506 61 567
Depreciations
As at 1 January 278 0 278 163 57 220
Depreciation for the year 91 0 91 156 0 156
Disposals -178 0 -178 -41 -57 -98
As at 31 December 191 0 191 278 0 278
Book value at 31 December 16 0 16 228 61 289
The charter contracts for Belnippon and Belfuji were transferred to the subsidiary Belships Shipholding II AS in January 2022. A gain of 9 989 related to
the transfer is recognized in the income statement.
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NOTE 3 SALARIES, NUMBER OF EMPLOYEES
2022 2021
Salaries 1 569 1 704
Social security tax 277 310
Pension expenses 121 140
Share-based payments * 2 979 502
Other allowances 305 35
Total 5 250 2 691
* Incl. social security tax
The average number of employees in 2022 was 9 (2021: 9).
Remuneration CEO CFO
Salary 467 424*
Share-based payment transaction expense 8 150 228*
Pension expenses 19 29
Other allowances 2 7
Total 8 637 688
* Includes salary and severance pay to the previous CFO
Other allowances include telephone, insurance agreements etc.
Share options
For information about share options, see note 4. The CEO has a separate option scheme which also is described in note 4.
Remuneration to the board 2022 2021
The Board 208 233
Audit committee 18 20
Nomination committee 5 6
Total 231 259
Board members are not awarded share options.
Guidelines for the remuneration of the executive management of Belships ASA
In conformity with the provisions of section 6-16a of the Norwegian Public Limited Liability Companies Act, the Board has prepared the following
statement on the company’s guidelines for the remuneration of the executive management:
• Belships will have a competitive bonus scheme to ensure that the company will have the necessary capacity and competence.
• Belships will seek to have fixed salaries at market terms. There will also be a variable part (bonuses and share options), which will be evaluated annually.
Fees to the auditor (excluding vat) 2022 2021
Remuneration for audit services 98 79
Other assurance services 6 9
Assistance related to tax matters 2 5
Other audit related assistance 5 28
Total 111 121
Loans to employees
There exist no loans to employees at year-end 2022.
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NOTE 4 OPTIONS TO EMPLOYEES
At the Annual general meeting (AGM) in 2021, the Board was authorised to issue up to 400 000 share options to employees. The option price is 105% of
closing share price on the day of the AGM. The authorization is valid for two years. In accordance with this authorisation, options to buy 400 000 shares
at NOK 8.07 were awarded in May 2022. Of this, 300 000 options have been exercised. In addition, 49 300 options from an earlier option program were
exercised in 2022.
The above mentioned option programs require a service period of 12 months before they can be exercised.
The option can be exercised after one year from the date of the AGM which approved the option program and runs unto the date of the next AGM. The
option programs include all employees in the parent company. The employees must be employed in the company at the time when the options can
be exercised in order to have a right to exercise them.
Summary of outstanding options 2022 2021
Outstanding options 1 January 5 049 300 5 400 000
Awarded 5 400 000 0
Exercised -5 349 300 -16 200
Not exercised 0 -334 500
Outstanding options 31 December 5 100 000 5 049 300
Employee share option plan
Fair value of options has been calculated using the Black and Scholes options pricing model. The fair value of options awarded in 2021 was NOK 1.87.
The fair value of outstanding share options are calculated at time of award and charged against profit and loss over the period until they can be exer-
cised. The cost related to the share options above amounted to 684 in 2022.
The following forms the basis for the calculation:
Share price at the time the option was awarded: The share price is set as equal to the stock exchange share price when the option was awarded.
Exercise price per option: The exercise price was 105 % of the stock exchange market price when the option was awarded.
Volatility: Historic volatility set as indication of future volatility. Expected volatility equals a historic volatility of 39%.
Duration of options: It is assumed that all employees will exercise their options when the service period has been completed.
Risk free interest rate: Interest rate used as a basis for calculating options is equal to the interest rate on government bonds over the duration of the
options, i.e. 0.74% for 2022.
Decrease in the number of employees: Expected reduction is 0.
Share option plan chief executive officer
The CEO in Belships, Lars Christian Skarsgård was in March 2019 granted options to subscribe for up to five million shares in the Company with an
exercise price of NOK 6 per share. The options were exercised in March 2022, and new options to subscribe for up to five million shares with an exercise
price of NOK 18.64 per share were granted.
The company may honour exercised options by delivery of new shares in a share issue, by sale of existing shares, or by way cash settlement (i.e.
payment of the difference between the market price of the shares less the exercise price). Options that have not been exercised will lapse if Skarsgård
terminates his position as CEO or if he is terminated from his position with cause. If Skarsgård is terminated from his position without cause during the
first 12 months, 2/3 of the options will lapse and if he is terminated from his position without cause during the first 24 months, 1/3 of the options will
lapse. If Skarsgård is terminated without cause during the exercise period, the options will lapse unless they are exercised within three months.
The fair value of the options at time of award in March 2022 was NOK 6.89 per share. The calculated cost of USD 958 (excluding social security tax) has
been recognised as an expense in 2022.
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NOTE 5 PENSIONS
Defined contribution scheme
All the employees in the parent company are member of a defined contribution scheme, which is in line with the occupational pension scheme for
employees in Norway in accordance with the Act on Mandatory occupational pensions. Annual payable cost is reflected in the income statements and
the company does not have any future liabilities related to this scheme. Total costs amounted to 117 in 2022.
Defined benefit scheme
In addition to defined contribution scheme, the legacy Belships has unfunded pension liabilities which are covered through the daily operations.
These relate to early retirement and pension to persons, that have not been included in the defined contribution scheme. There are 3 retired persons
included in this scheme.
Pension commitments are calculated by an independent actuary. The basis for the calculation is shown below. The mortality table (K2013) for Norway
is used in the calculations.
Social security costs are recorded based on net pension obligation in the balance sheet included estimate discrepancy.
Assumptions 2022 2021
Discount rate 1.90% 1.90%
Future wage adjustment 2.75% 2.75%
Pension adjustment 0% 0%
G-adjustment 3.25% 2.50%
Return on pension plan assets 1.90% 1.90%
Composition of the net pension obligations
Net pension obligations as at 1 January 244 276
Interest on accrued pension obligations 4 -4
Employer benefits paid -22 -25
Actuarial (gains)/losses on obligation -38 -3
Net pension obligations as at 31 December 188 244
Net pension expenses 2022 2021
Pension expenses defined benefit plan 4 -4
Pension expenses defined contribution scheme 117 144
Total pension expenses 121 140
NOTE 6 OTHER GENERAL ADMINISTRATIVE EXPENSES
2022 2021
Office expenses 137 179
Other services 419 703
Data, office equipment a.o. 266 333
Communication, advertising 52 40
Travel expenses 58 17
Other general administrative expenses 208 476
Total 1 139 1 748
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NOTE 7 TAX
Tax result for the year 2022 2021
Result for the year before tax 118 468 163 294
Change in temporary differences 4 001 2 967
Permanent differences / other -94 709 -137 161
Translation differences
Tax basis for the year 27 761 29 100
Group contribution received 6 209 0
Use of tax losses carry forward -33 970 -29 100
Basis for tax payable 0 0
Taxes payable (22/22%) 0 0
Total income tax expense 0 0
In accordance with NGAAP, tax reducing temporary differences and tax increasing temporary differences that are reversed, or can be reversed in the
same period are assessed and the amount recorded net.
Reconciliation of tax expense 2022 2021
Result for the year before tax 118 468 163 294
Statutory tax rate 22% 22%
Estimated tax expense at statutory rate 26 063 35 925
Permanent differences / other -20 836 -30 175
Expected tax expense 5 227 5 749
Translation differences -327 375
Change in recognized deferred taxes 2 005 0
Change in not recognized deferred tax assets -4 900 -6 124
Actual tax expense 2 005 0
Effective tax percentage 2% 0%
Deferred tax per 31 December 2022 2021
Deferred sale fixed asset gain/(loss) 15 747 22 001
Pension obligations -188 -244
Temporary differences fixed assets -46 -52
Sum temporary differences included in change in temporary differences 15 513 21 705
Impairment loss shares in subsidiaries abroad 0 0
Tax loss carried forward -6 401 -43 976
Net temporary differences 9 112 -22 273
Nominal tax rate on deferred tax 22% 22%
Deferred tax liability/assets 2 005 -4 900
Deferred tax liability/assets in Balance sheet 2 005 0
Deferred tax assets not in Balance sheet 0 -4 900
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NOTE 8 SHARES
Ownership/
Business Time of Voting Result of Book
office purchase Cost price share Equity the year value
Shares in subsidiaries
Belships Management
(Singapore) Pte Ltd Singapore 31/12/83 1 375 100% 2 785 141 1 375
Belships Lighthouse AS Oslo 27/01/93 25 191 100% 723 0 616
Belships Shipholding AS1 Oslo 05/02/19 25 595 100% 38 885 2 924 133 958
Belships Shipholding II AS Oslo 20/05/21 12 100% 9 64 884 12
Bellight AS2 Oslo 03/06/19 11 100 100% 8 302 5 767 8 100
Lighthouse Navigation Management AS Oslo 09/12/85 4 34% 98 -213 4
Total 144 065
1) The company’s equity has been strengthened during 2022 through debt conversion of 53 063 and a cash issue of 55 300.
2) The shares in Bellight AS are written down with 3 000 in 2022.
NOTE 9 INTERCOMPANY BALANCES
No interest is calculated on current intercompany balances, as these items are only considered as ordinary operating balances.
Interest at market terms is calculated on non-current intercompany balances, and the balance fall due when the cash position allows it. Calculated
interest income and expenses on noncurrent intercompany balances amounted to 2 309 (2021: 4 117) and 232 accordingly.
NOTE 10 RECEIVABLES AND LIABILITIES
All current receivables and liabilities are due within 12 months.
NOTE 11 BANK DEPOSITS
Total bank deposit amounted to 32 395 (14 002) at yearend.
Restricted funds for withholding tax for employees amounted to 110 (116) at 31 December 2022.
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NOTE 12 EQUITY
Paid-in Retained
Share Treasury Share Other Other Total
capital shares premium equity equity equity
Equity per 31 December 2021 59 466 -125 62 228 10 018 140 637 272 224
Dividend 0 0 0 0 -124 008 -124 008
Remeasurements loss 0 0 0 0 13 13
Share-based expenses 0 0 0 1 057 0 1 057
Share-based payments 0 0 0 -1 500 -6 650 -8 150
Result for the year 0 0 0 0 116 464 116 464
Equity per 31 December 2022 59 466 -125 62 228 9 575 126 456 257 599
Share capital
Belships ASA’s 253 136 666 shares, each with a face value of NOK 2.00, was as of 31 December 2022 distributed among 4 441 shareholders. Each share
has one vote.
Number of shares 2022 2021
Ordinary shares, issued and paid-in per 1 January 253 136 666 228 175 404
Share issue 0 24 961 262
Ordinary shares, issued and paid-in per 31 December 253 136 666 253 136 666
Dividend paid (NOK per share) 4.65 0.95
Treasury shares
The company holds 371 800 treasury shares in total with an average cost price of NOK 10.70 as of 31 December 2022.
Authorisation to issue new shares
At the Annual general meeting in 2022 the Board received authorisation to issue up to 125 million new shares.
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The 20 largest shareholders in Belships ASA at 31 December 2022
Number
of shares Percentage
1 KONTRARI AS 104 000 000 41.08%
2 KONTRAZI AS 32 500 000 12.84%
3 JAKOB HATTELAND HOLDING AS 11 000 000 4.35%
4 LGT BANK AG 10 059 379 3.97%
5 DNB BANK ASA 9 762 122 3.86%
6 WENAASGRUPPEN AS 8 149 330 3.22%
7 JAHATT AS 5 000 000 1.98%
8 AL MARITIME HOLDING PTE LTD 3 290 000 1.30%
9 CLEARSTREAM BANKING S.A. 2 808 490 1.11%
10 SAXO BANK A/S 2 782 739 1.10%
11 UBS SWITZERLAND AG 2 615 792 1.03%
12 STATE STREET BANK AND TRUST COMP 1 899 471 0.75%
13 SIX SIS AG 1 830 988 0.72%
14 STAVANGER FORVALTNING AS 1 618 035 0.64%
15 CACEIS BANK SPAIN SA 1 412 614 0.56%
16 SONATA AS 1 000 000 0.40%
17 VERDIPAPIRFONDET DNB SMB 930 903 0.37%
18 KAI LASSE KRISTIANSEN 875 000 0.35%
19 AUGUST RINGVOLD AGENTUR AS 810 509 0.32%
20 AS TORINITAMAR 775 000 0.31%
Total 20 largest shareholders 203 120 372 80.24%
Other shareholders 50 016 294 19.76%
Total number of shares 253 136 666 100.00%
Number of shares owned by board members in Belships ASA
Number Outstanding
of shares options
Peter Frølich (chair) 100 000 0
Frode Teigen 1 136 500 000 0
Carl Erik Steen 179 154 0
Birthe Cecilie Lepsøe 7 500 0
Jorunn Seglem 35 000 0
Number of shares owned by the management in Belships ASA
Number Outstanding
of shares options *
Lars Christian Skarsgård, CEO * 2 794 900 5 000 000
Yngve Aslaksen Gram, CFO * 3 300 000 100 000
1) Includes shares held by Kontrari AS and Kontrazi AS, companies controlled by Frode Teigen
2) Includes shares held by AS Torinitamar, a company owned by Lars Christian Skarsgård
3) Includes shares held by Kryptogram AS, a company owned by Yngve Aslaksen Gram
*) See note 4 for more information about separate share option plan.
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NOTE 13 FINANCIAL MARKET RISK
Currency risk
Currency risks arise in connection with transactions that are completed in other currencies than USD and consist mainly of dividend payments and
administrative expenses in NOK. No currency hedging agreements have been entered into.
The company does not use hedge accounting.
Credit risk
There will always exist a credit risk related to the company’s business. Belships monitors this risk and the strategy is to carefully select counterparts.
Historical losses have been limited.
NOTE 14 RELATED PARTIES
The company receives a commission for acting as guarantor for mortgage debt in the subsidiaries Belships Shipholding AS and Belships Shipholding
II AS. The fee amounted to 2 708 (1 947) in 2022. The company received a management fee of 557 in 2022 from its subsidiaries for auditing, accounting,
project management and board fees.
All intercompany transactions have been conducted to market terms.
Except for the above mentioned, it has not been issued loans or provided security to or from shareholders or related parties.
The company’s timecharter contracts were transferred to the subsidiary Belships Shipholding II AS during 2022. A gain of 9 989 related to the transfer is
recognized in the income statement.
NOTE 15 SUBSEQUENT EVENTS
No material events have taken place after year-end 2022.
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Auditors report
PricewaterhouseCoopers AS, Kanalsletta 8, Postboks 8017, NO-4068 Stavanger
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
To the General Meeting of Belships ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Belships ASA, which comprise:
the financial statements of the parent company Belships ASA (the Company), which comprise
the balance sheet as at 31 December 2022, the income statement and cash flow statement for
the year then ended, and notes to the financial statements, including a summary of significant
accounting policies, and
the consolidated financial statements of Belships ASA and its subsidiaries (the Group), which
comprise the statement of financial position as at 31 December 2022, the statement of
income, statement of comprehensive income, statement of changes in equity and statement of
cash flow for the year then ended, and notes to the financial statements, including a summary
of significant accounting policies.
In our opinion
the financial statements comply with applicable statutory requirements,
the financial statements give a true and fair view of the financial position of the Company as at
31 December 2022, and its financial performance and its cash flows for the year then ended in
accordance with Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and
the consolidated financial statements give a true and fair view of the financial position of the
Group as at 31 December 2022, and its financial performance and its cash flows for the year
then ended in accordance with International Financial Reporting Standards as adopted by the
EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company and the
Group as required by relevant laws and regulations in Norway and the International Ethics Standards
Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for 4 years from the election by the general meeting of the
shareholders on 23 May 2019 for the accounting year 2019.
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Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
The Group’s business activities are largely unchanged compared to last year. We have not identified
regulatory changes, transactions or other events that qualified as new Key Audit Matters for our audit
of the 2022 financial statements. Impairment assessments of ships continues to be an area of focus
this year, which this year is expanded to also include management’s impairment test.
Key Audit Matters
How our audit addressed the Key Audit
Matter
Impairment assessments of ships
The G
roup holds ships with a carrying amount of
tUSD 747 042 on 31 December 2022. The ships
comprise 75% of total assets. Indicators of
impairment were assessed by management and
considered present for the Group’s vessels
during 2022 due to decline in freight rates. As
such, an impairment test was deemed
necessary.
Management considered, among other, the
ships’ estimated fair value less cost of sale, and
assessed market conditions in the dry bulk
market, including factors such as contract rates
and contract coverage. Management also
considered other external and internal factors of
relevance. The estimated fair value less cost of
sale was based on valuation reports from two
external ship brokers. For four of the Group’s
vessels, the carrying value was considered to b
e
lower than the fair value less cost of sale.
Consequently, a value-in-use calculation for
those vessels was performed by management.
Management’s assessment of recoverable
amounts of vessels, particularly as it relates to
calculation of value-in-use, requires estimates
and assumptions relating to operational and
market factors and involves a high degree of
judgement. Further, the calculation of
value-in-
use requires financial modelling of the cash
flows related to the cash generating units, which
can be complex and may require use of
additional judgement.
We focused on impairment assessments of
ships due to the magnitude of amounts involved
and the high degree of judgement applied by
We evaluated and challenged management’s
assessment of impairment indicators and the
process by which the assessment was
performed. We assessed management’s
accounting policy against the requirements in
IFRS, and we obtained explanations on how the
requirements of IAS 36 were met. We also
assessed the consistency year on year of how
the accounting policy was adhered to.
Furthermore, management’s
process and related
control activities for determining estimated
recoverable amounts were evaluated.
We obtained the valuation reports used by
management when estimating the ships’ fair
value less cost of sale. We assessed the
competence and objectivity of the external
brokers, and had interviews with representatives
from the broker firms to understand how the fair
value estimates were compiled. We also
satisfied ourselves that the brokers were
provided with the appropriate input to perform an
estimate of fair value, such as build date, build
location and key metrics of the vessels. We
concluded that management had a sufficient
understanding of the valuation reports and of the
basis of which they were prepared.
Furthermore,
we
did a reperformance of the comparison of
estimated fair values less cost of sale to the
carrying amount of each ship. Based on the
procedures described, we agreed that value-in-
use calculations were needed for four vessels.
We obtained management’s value-in-use
calculations. For each cash generating unit, we
assessed the key inputs in the calculation of
value-in-use and assessed the mathematical
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management. As always, when dealing with
management judgement and complex
calculations, there is an inherent risk of errors
that may materially impact net profit.
Management identified no impairment
recognition for the vessels.
Refer to notes 2E, 2O (important accounting
policies) and note 6 (owned ships and right to
use assets), where management explains how
they assessed values of ships, as well as the
impairment assessments carried out.
and methodological integrity of management’s
impairment models. We challenged
management on key assumptions applied in the
model. Our procedures included tracing input
data to contracts and budgets approved by the
Board of Directors and considering whether
charter hire rates and utilization were consistent
with our knowled
ge of the industry. We also
compared management’s assessment of charter
hire to the external source; the Baltic Index (BSI
58). In addition, we compared utilization levels
against historical utilization for such vessels.
When we considered management’s analysis of
sensitivity, we noted that the forecasted cash
flow was sensitive to changes to assumptions,
and most of all day rates.
We assessed the discount rate by comparing the
assumptions uses to build the discount rate with
observed external market rate data and internal
data. We considered that the used discount rate
was within an appropriate range.
Overall, we found the assumptions applied by
management in estimating the ships’ value-in-
use to be reasonable.
We evaluated the disclosures to the financial
statement and found that reasonable
explanations of the valuation process and
uncertainties inherent in the assumptions were
provided.
No matters of consequence arose from the
procedures described above.
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Other Information
The Board of Directors and the Managing Director (management) are responsible for the information
in the Board of Directors’ report and the other information accompanying the financial statements. The
other information comprises information in the annual report, but does not include the financial
statements and our auditor’s report thereon. Our opinion on the financial statements does not cover
the information in the Board of Directors’ report nor the other information accompanying the financial
statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of
Directors’ report and the other information accompanying the financial statements. The purpose is to
consider if there is material inconsistency between the Board of Directors’ report and the other
information accompanying the financial statements and the financial statements or our knowledge
obtained in the audit, or whether the Board of Directors’ report and the other information
accompanying the financial statements otherwise appear to be materially misstated. We are required
to report if there is a material misstatement in the Board of Directors’ report or the other information
accompanying the financial statements. We have nothing to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
is consistent with the financial statements and
contains the information required by applicable statutory requirements.
Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate
Governance and Corporate Social Responsibility.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with the Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and for the preparation and true and fair view of the consolidated financial
statements of the Group in accordance with International Financial Reporting Standards as adopted
by the EU, and for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, management is responsible for assessing the Company’s and
the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern. The financial statements of the Company use the going concern basis of accounting insofar
as it is not likely that the enterprise will cease operations. The consolidated financial statements of the
Group use the going concern basis of accounting unless management either intends to liquidate the
Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
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As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error. We design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's and the Group's internal control.
evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company's and the
Group's ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company and the Group to cease to
continue as a going concern.
evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves a true and fair view.
obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
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Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Belships ASA, we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the
annual report, with the file name 5967007LIEEXZXJCKO49-2022-12-31-en, have been prepared, in all
material respects, in compliance with the requirements of the Commission Delegated Regulation (EU)
2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to
Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the
preparation of the annual report in XHTML format, and iXBRL tagging of the consolidated financial
statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all
material respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF
regulation. This responsibility comprises an adequate process and such internal control as
management determines is necessary.
Auditor’s Responsibilities
For a description of the auditor’s responsibilities when performing an assurance engagement of the
ESEF reporting, see: https://revisorforeningen.no/revisjonsberetninger
Stavanger, 13 April 2023
PricewaterhouseCoopers AS
Tom Notland
State Authorised Public Accountant
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Corporate governance
as adopted by the board on 13 April 2023
Transparency and
fairness creates value
All relevant parties must be confident that the company
is soundly operated and that the corporate governance
is well defined, fit for purpose and carried out with integ-
rity and independence.
Belships’ competitiveness hinges on stakeholders’ and
prospective customers’ trust in the company’s integrity
and ethical behavior. Board members, management and
employees will therefore always strive to uphold and
develop trust in the company. Belships’ values and ethi-
cal guidelines are intended to safeguard good corporate
ethics.
Pursuant to section 3-3 (B) of the Norwegian Accounting
Act and the Code (as defined below), the board reviews
and updates the company’s principles for corporate
governance on an annual basis. This report is included in
the company’s annual report.
IMPLEMENTATION AND REPORTING ON
CORPORATE GOVERNANCE
Belships’ corporate governance policy is based on “The
Norwegian Code of Practice for Corporate Governance”
(the “Code”), most recently revised on 14 October 2021
and issued by the Norwegian Corporate Governance
Policy Board. The policy is designed to establish a basis
for good corporate governance to support achieve-
ment of the company’s core objectives on behalf of its
shareholders, including the achievement of sustainable
profitability.
By pursuing the principles of corporate governance, the
board and management contributes to achieving open
communication, equal rights for all shareholders and
good control and corporate governance mechanisms.
The board assesses and discusses the corporate govern-
ance policy on a yearly basis.
Belships aspire to comply with the recommendations of
the Code. If the Code is deviated from, the deviation is
described and explained in the relevant section of this
statement.
THE BUSINESS
The board of directors has defined clear objectives, strat-
egies and risk profiles for the company’s business that
are evaluated on a yearly basis. These objectives, strate-
gies and risk profiles contributes to the company’s value
creation for the shareholders in a sustainable manner,
which also implies that the board of directors takes eco-
nomic, social and environmentally considerations into
account when setting and monitoring the objectives,
strategies and risk profiles.
EQUITY AND DIVIDEND
Capital structure
As at 31 December 2022, the company had a total equity
of USD 297 million, corresponding to an equity ratio
of 30 per cent. Value adjusted equity is significantly
higher. The board deems the liquidity position of the
company to be strong, with cash and cash equivalents
Good corporate governance is a prerequisite for cooperation based on trust between the
company’s owners, its board and management, with a view to achieving the objective of
long-term growth and the greatest possible value for its shareholders over time.
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of USD 139.9 million, whilst interest bearing bank debt
amounted to USD 141.8m. Leasing liabilities at the end
of the quarter amounted to USD 463.4m
The board is of the view that the capital structure of the
company is appropriate to the company’s objectives,
strategies and risk profile.
Dividend policy
Belships aims to distribute quarterly cash dividends
targeting about 50 per cent of net result adjusted for
non-recurring items. Other surplus cash flow may be
used for accelerated amortization of debt, share buy-
backs or vessel acquisitions considered to be accretive
to shareholders’ value. Belships believes this approach
will create value for shareholders and has the flexibility
to manage the company and support the continued
growth of the company.
The board will ask for an authorization to distribute divi-
dend at the general meeting in 2023.
Authorisations to the board of directors
At the general meeting in 2022, the board was granted
an authorization to increase the share capital with
up to NOK 1 200 000 (corresponding to 600 000 new
shares, each with a par value of NOK 2). The authori-
zation can be used in connection with the company’s
share option program for employees. The authori-
zation is valid until the general meeting in 2023, but
not longer than 30 June 2023. At the general meeting
in 2022, the board was also granted an authorization
to increase the share capital with up to NOK 250 000
000 (corresponding to 125 000 000 new shares, each
with a par value of NOK 2). This authorization covers
more than one purpose, but the board is of the view
that such authorization gives the board a flexibility to
increase the share capital either in connection with
acquisitions, to raise equity or a combination of the
two, depending on the specific needs of the company.
The authorization is valid until the general meeting
in 2023, but not longer than 30 June 2023. The board
was also granted an authorization to, on behalf of the
company, acquire up to 25 000 000 treasury shares
(corresponding to a total par value of NOK 50 000 000)
at the board’s discretion. The authorization is valid
until the general meeting in 2023, but not longer than
30 June 2023 The authorization was not limited to a
specific purpose in order to give the board sufficient
flexibility.
EQUAL RIGHTS FOR SHAREHOLDERS AND
TRANSACTIONS WITH RELATED PARTIES
When increasing share capital through the issue of new
shares for cash payment, the company’s shareholders
have normally a pre-emptive right to subscribe for the
new shares. If the board resolves to carry out an increase
in share capital and waive the pre-emptive rights of
existing shareholders on the basis of an authorization
granted to the board, this will only be done where
justified in light of the company’s and the shareholders’
interests. Such justification will be published in connec-
tion with the announcement of the increase in capital.
The board has not made any resolutions to increase the
share capital based on the authorizations granted at the
general meeting in 2022.
The board was given an authorization at the general
meeting in 2022 to acquire treasury shares. No such
transactions have taken place in 2022.
Any transactions the company carries out in its own
shares should be carried out either through the stock
exchange or at prevailing stock exchange prices if carried
out in any other way. If there is limited liquidity in the
company’s shares, the company should consider other
ways to ensure equal treatment of all shareholders.
SHARES AND NEGOTIABILITY
The shares in Belships are freely negotiable and there
are no restrictions on any party’s ability to own, trade or
vote for the share in the company.
GENERAL MEETING
The board seeks to ensure that as many of the com-
pany’s shareholders as possible can participate in
the general meeting and that the resolutions and any
supporting documentation are sufficiently detailed,
comprehensive and specific allowing shareholders to
understand and form a view on all matters to be consid-
ered at the general meeting.
In the notice of the general meeting, it may be decided
that shareholders who wish to take part in the general
meeting, either in person or by proxy, must notify the
company to this effect by a deadline of up to two (2)
days before the general meeting.
The board has previously considered the need for an
independent chair for the general meeting on a case to
case basis. Stig Berge was elected to chair the company’s
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annual general meeting for 2022. The general meeting is
always able to elect an independent chair for the general
meeting if it wishes to.
Shareholders should be able to vote on each individual
matter, including on each individual candidate nom-
inated for election. Shareholders who cannot attend
the meeting in person should be given the opportunity
to vote. The company should design the form for the
appointment of a proxy to make voting on each individ-
ual matter possible and should nominate a person who
can act as a proxy for shareholders.
NOMINATION COMMITTEE
The company’s articles of association state that the
company shall have a nomination committee of two
or three members. The members of the committee,
including the chair, shall be elected by the general
meeting. Unless otherwise resolved by the general
meeting, the elections shall be held every two years.
The nomination committee shall make recommen-
dations to the general meeting for the election of
shareholder elected board members and members
of the nomination committee and the remuneration
to the members of the board and the nomination
committee. The remuneration to the members of the
nomination committee shall be resolved by the general
meeting. The general meeting has established guide-
lines for the nomination committee. The nomination
committee does not include any executive personnel or
any member of the company’s board of directors. The
committee will hold individual discussions with each
member of the board of directors. The members of the
nomination committee are currently Vegard Gjerde and
Olav Kristian Falnes, both elected by the annual general
meeting in 2021. The Nomination Committee has held
formal and informal meetings in preparation for the
Annual General Meeting to discuss board composition,
board remuneration and committee remunerations.
The Nomination Committee has also discussed the
committee’s work.
The Nomination Committee has asked the company’s
major shareholders whether they have any specific pro-
posals or views on the candidates to be proposed by the
Committee.
In addition, the Committee has held discussions with
the Chief Executive Officer (CEO), Chair of the Board and
with all the individual members of the Board which prin-
cipally focused on how the Board functions and whether
its members have the expertise required.”
BOARD – COMPOSITION AND INDEPENDENCE
The board consists of seven members and one observer,
and the board is made up of directors with broad
experience and knowledge of the sector in order to
attend to the common interests of all shareholders and
meet the company’s need for expertise, capacity and
diversity. Five directors are independent of the majority
shareholder. The board does not include members of
the executive management. The chair of the board is
elected by the general meeting. The term of office for
the board members is one year, and members may be
re-elected. Further information regarding the expertise
of the members of the board and information on their
record of attendance at board meetings is included in
the annual report. Board members are encouraged to
own shares in the company, and 6 of 7 directors own or
represent shares in the company amounting to a total of
61 per cent of the company’s outstanding shares Further
information regarding the board is included the annual
report.
THE WORK OF THE BOARD OF DIRECTORS
The board has the final responsibility for the manage-
ment and organization of the company and supervising
routine management and business activities. This
involves that the board is responsible for establishing
control arrangements to secure that the company oper-
ates in accordance with the adopted values and Code
of Conduct as well as with shareholders’ expectations of
good corporate governance. The board primarily looks
after the interests of all the shareholders, but is also
responsible for the company’s other stakeholders.
The board’s main task is to ensure that the company
develops and creates value. Furthermore the board shall
contribute to the shaping of and implementation of the
Group’s strategy, ensure appropriate supervision and
control of management and in other ways ensure that
the Group is well operated and organised. The board
sets the objectives for the financial performance and
adopts the company’s plans and budgets. Items of major
strategic or financial importance for the Group are the
responsibility of the board.
The board hires the CEO, defines his or her work descrip-
tion and authority and sets his or her salary and other
compensation. The board each year produces an annual
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plan for its work as recommended. The board have
adopted instructions for its own work and for the executive
management. The rules of procedure that apply to the
Chief Executive Officer specify his or her responsibilities
and the decisions that have to be approved by the board.
The board can decide to deviate from instructions in
certain cases. The board and executive personnel shall
make the company aware of any material interests that
they may have in items to be considered by the board.
The board will also be chaired by some other member of
the board if the board is to consider matters of a material
character in which the chair of the board is, or has been,
personally involved.
The board receives regular financial reports on the
Group’s economic and financial status. The board
establishes an annual plan for its work and evaluates its
performance and expertise annually. The board meets
at least 6 times a year and receives a monthly report
on the company’s operations. In addition, the board
is consulted on or informed about matters of special
importance.
Audit committee
The audit committee consists of Birthe Cecilie Lepsøe
(chair) and Peter Frølich. The committee’s objective is
to act as a preparatory working committee and support
in connection with the board’s supervisory roles with
respect to financial reporting and the effectiveness of the
company’s internal control system. The members of the
audit committee are independent of the company and at
least one member of the audit committee is competent
in respect of finance and audit. The board has prepared
rules of procedure for the audit committee. The com-
mittee has held 5 meetings since the annual general
meeting in 2022.
Remuneration committee
The remuneration committee consists of Birthe Cecilie
Lepsøe (Chair) and Peter Frølich. The committee’s
objective is to act as a preparatory working committee
in connection with the board’s supervisory roles with
respect to compensation and incentives within the com-
pany. The members of the remuneration committee are
independent of the company.
RISK MANAGEMENT AND INTERNAL CONTROL
The board is responsible for ensuring that the com-
pany has sound internal control and believes that the
systems for risk management implemented by the
company are appropriate in relation to the extent and
nature of the company’s activities. The company’s
systems for internal control are closely linked to the
company’s guidelines for corporate social responsibility.
The board annually reviews the company’s most impor-
tant areas of exposure to risk and its internal control
arrangements.
REMUNERATION TO THE BOARD
The company endeavors to grant directors a remunera-
tion based on market terms, which reflect the responsi-
bility, expertise, time commitment and the complexity of
the company’s activities. The remuneration to directors is
approved by the company’s annual general meeting. The
remuneration of the board should not be linked to the
company’s performance. The company should not grant
share options to members of its board. Members of the
board and/or companies with which they are associated
should not take on specific assignments for the company
in addition to their appointment as a member of the
board. If they do nonetheless take on such assignments,
this should be disclosed to the full board. The remunera-
tion for such additional duties should be approved by the
board. Any remuneration in addition to normal directors’
fees should be specifically identified in the annual report.
REMUNERATION TO THE EXECUTIVE MANAGEMENT
The board has prepared guidelines for the remuneration
of the executive management, pursuant to the law,
which are submitted to the general meeting. These
guidelines support Belships’ commercial strategy, long-
term interests, and financial viability. A report on the
salary and other remuneration to the executive man-
agement will be prepared in accordance with the rules
of the Norwegian Public Companies Act and relevant
regulations. The company has a share option scheme
that applies to all employees in the head office of Bel-
ships ASA, including the executive management. In addi-
tion, the Chief Executive Officer has a separate option
arrangement. General meeting has voted separately on
the approval of the authorization to the board to issue
shares to honor the option program. Performance-
related remuneration is subject to an absolute limit.
INFORMATION AND COMMUNICATION
Belships regards timely and accurate information as
essential for obtaining a price for the share that will
reflect the company’s underlying value and prospects.
The company keeps Oslo Stock Exchange, the stock
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market and shareholders fully updated through interim
reports, annual reports and press releases on impor-
tant events. The company also has a website, which is
regularly updated. The company’s financial calendar is
published on the company’s website and through the
Oslo Stock Exchange publication system. All sharehold-
ers have equal access to financial and other material
company information.
COMPANY TAKEOVER
The board has established guidelines for how to act
in the event of a take-over bid. If such a bid should be
made, the board considers it important that sharehold-
ers are treated equally and that the company’s opera-
tions are not unnecessarily disturbed. The board shall
ensure that shareholders are given sufficient information
and time to form a view of the offer. The board shall
not seek to prevent or obstruct take-over bids for the
company’s business or shares unless there are particular
reasons to do so.
Any agreement with a bidder for the shares of the company
that acts to limit the company’s ability to arrange other
bids for the company’s shares should only be entered into
where such an agreement clearly is in the common interest
of the company and the shareholders. This provision shall
also apply to any agreement on the payment of financial
compensation to a bidder if the bid does not proceed. In
the event of a take-over bid for the company’s shares, the
board shall not exercise authorizations or pass any reso-
lutions with the intention of obstructing the take-over bid
unless this is approved by the general meeting subsequent
to the announcement of the bid.
If an offer is made for the shares in the company, the
board shall issue a statement making a recommendation
as to whether shareholders should or should not accept
the offer. The board’s statement on a bid shall make it
clear whether the views expressed are unanimous, and
if this is not the case, it shall explain the basis on which
specific members of the board have excluded them-
selves from the board’s statement. Before issuing its final
statement the board shall arrange for an evaluation of
the financial aspects of the bid from an independent
expert. The evaluation shall include an explanation
and shall be made public no later than at the time the
board’s statement is made public.
AUDITOR
The auditor submits the main features of the company’s
annual audit plan to the audit committee. The auditor is
always invited to be present during the board’s discus-
sion of the annual accounts. At this meeting the board
is briefed on the annual accounts and any other issues
of particular concern to the auditor. Part of the meeting
is also executed without the presence of the CEO and
other executive management. The board has imple-
mented guidelines in respect of use of the auditor by the
executive management for services other than the audit.
The board reviews the company’s internal control pro-
cedures together with the auditor at least annually. The
company’s auditor is PricewaterhouseCoopers AS. The
auditing and counseling fees appear from the notes to
the accounts. The board makes a running assessment of
whether the audit is performed in a satisfactory manner.
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AIMING FOR THE BEST STANDARDS OF CORPORATE GOVERNANCE
Ship Management
Belships performs all commercial and
technical management in-house and has no
related party transactions.
Board Independence
Belships board of directors consists of seven
members, whereof four are independent.
Since 2007, more than 40 per cent of the
board has been represented by female board
members.
Finance and vessel transactions
Belships utilizes only external advisors or
brokers in any transactions and no related
third parties.
Board Policy
The board has separate Audit and Board
Nomination committees. Belships does not
have any shareholder disenfranchisement
policies such as poison pills or similar.
Transparency
The company and board maintain sound
principles of transparency and fairness
in regard to availability of information,
presentations and practices.
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Corporate social responsibility
as adopted by the board on 13 April 2023
Strong commitment to
quality and responsibility
MISSION AND CORE VALUES
Belships has a clearly defined mission statement and a
set of core values which we believe will ensure that the
Company continues to grow and develop its value creat-
ing and sustainable business.
Our mission
◉ To be a leading provider of shipping transportation
services
Our core values
◉ Deliver Quality to our Customers
◉ Preserve Safety and the Environment
◉ A place for Learning and Teamwork for our People
◉ Create Value for our Shareholders
Our core values are an integrated part of how we con-
duct our business.
APPLICABILITY
This Corporate Social Responsibility Policy applies to all
employees and all members of the board of directors of
the Company and of the Company’s subsidiaries and to
any other person or entity acting for or on behalf of the
Company.
The policies set out in the Corporate Social Responsibil-
ity Policy should be read and understood in conjunction
with Belships’ Code of Conduct and the guidelines and
obligations contained therein.
OUR CSR AMBITIONS – MAIN AREAS OF FOCUS
Environment
International shipping contributes to global emissions
of greenhouse gases (GHG) through consumption of
bunkers. Although international shipping is a contributor
to global emissions, it produces substantially less emis-
sions per unit distance than other methods of transpor-
tation when carrying a shipment.
Belships recognizes its environmental responsibility and
strives to comply with and maintain high standards in
order to reduce the environmental impact from its oper-
ations. The Company is focusing on reducing bunkers
consumption, which is the main source of the shipping
sector’s emissions of CO2, NOX and SOX.
Belships’ ambition is to optimize energy consumption
to reduce its environmental impact, by investing in new
ships and designs, but also taking measures aimed at
reducing the footprint of existing vessels where possible.
Belships is certified with Environmental Management
Systems Certificate ISO 14001 as well as ISO 9001:2000.
The certificates are issued by the classification society and
establish environmental standards and implementation
routines. Continuous efforts are made in order to reduce
the general waste produced by the ships and to dispose
of waste onshore in a controlled manner at approved port
waste reception facilities. The fleet complies with the IMO
recommendations on waste management.
Belships’ main contribution to society is to develop a sustainable and value-creating
business for our customers, employees and shareholders. Our aim is to ensure that our
business practices as well as our investments are sustainable and contribute to economic
development, with care for the environmental and social impact we have on society.
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Pollution by invasive species carried with ballast water
has become an important issue. All of our ships have
ballast water treatment systems in place. Belships is
closely monitoring the development of all environmen-
tal regulation. The Company will continue to comply
with all legislation and follow best practices to minimize
the Company’s impact on the environment.
Human rights and labour rights
It is Belships’ policy to integrate attention to human
rights and labor rights into its existing business pro-
cesses. In practice, a large part of the human and labor
rights agenda is covered by the Company’s health and
safety efforts. The health and safety of our employees is
a key priority for Belships. As an international and mul-
ti-cultural employer, the Company respects international
and local legislation, including the provision of the Inter-
national Labour Organization’s Maritime Labour Conven-
tion of 2006 (the “MLC”). The MLC is commonly known as
the “seafarers’ bill of rights”, and sets out seafarers’ right
to decent working conditions, including elements such
as minimum age of seafarers, payment of wages, hours
of work or rest, onboard medical care, paid annual leave
and freedom of association.
Belships’ employees are a key resource to the Company.
The Company will continue to focus on attracting and
keeping the best qualified and motivated employees. As
a global organization, Belships has a diversified working
environment in which employment, promotions, respon-
sibility and job enrichment are based on qualifications
and abilities and not on gender, age, race, sexual orienta-
tion and political or religious views. The Company does
not tolerate discrimination in any form.
Belships aims to continuously provide and enhance
healthy, high-quality working conditions, both onshore
and onboard vessels. Crewing and technical manage-
ment is conducted from Belships’ subsidiary in Singa-
pore. They also have external customers and offer ship
management services to ship owners worldwide. A dedi-
cated and well-trained ship- and onshore team monitors
the health, safety, environment and quality performance.
Belships’ goal is to run the operations of the Company
with zero fatal accidents. There were no fatal accidents
in 2022.
Attracting and retaining qualified seafarers remain an
area of strategic importance for Belships. The objective
is to strengthen Belships’ brand and image. To ensure
a continued recruitment of dedicated and qualified
officers, Belships is engaged in training of seafarers and
education of cadets onboard the Company’s vessels. The
Company will continue to develop and implement crew
welfare initiatives in order to meet the Company’s ambi-
tion of maintaining the retention rate and thereby create
safe and well performing vessels.
Piracy, hi-jacking and kidnapping continues to represent
a significant risk in certain regions of the world. To create
a safe environment for our crew and vessels, the Com-
pany has adopted best managementpractices consistent
with the industry standards and recommendations
from governing bodies. Specifically, all of our ships are
registered with the EU Naval Force (Maritime security
centre) which co-ordinates ship’s’ transit schedules
with the appropriate naval ships in the Gulf of Aden and
Somali basin. An internal risk assessment is also made
prior entering into a voyage in any part of the world.
Depending on the present conditions and individual risk
factors for the particular ship, preventive measures are
evaluated for each transit in accordance with Belships’
policy. There were no incidents of attempted hijackings
of ships in the Belships fleet in 2022.
Anti-corruption
Belships believes that corruption prevents well function-
ing business processes and curbs economic develop-
ment. Belships focuses on transparency in its business
practices, supports free enterprise and competes in a
fair and ethical manner. Corruption or corrupt behavior
is not accepted by Belships, and we will actively strive to
fight it.
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