Annual
Report
2023
3 Letter to the shareholders
4 Highlights 2023-2024
5 Key figures
6 Group figures 2023
7 Operational structure
8 Lighthouse Navigation
11 ESG summary
16 Directors’ report 2023
21 Fleet overview
23 Consolidated financial statements
24 Consolidated statement of income
25 Consolidated statement of comprehensive income
26 Consolidated statement of financial position
28 Consolidated statement of cash flow
29 Consolidated statement of changes in equity
30 Notes to the consolidated accounts
56 Belships ASA financial statements
57 Income statement
58 Balance sheet
60 Cash flow statement
61 Notes to the parent accounts
72 Auditors report
79 Corporate governance
87 Corporate social responsibility
FINANCIAL CALENDAR 2024
Annual General Meeting 8 May
Result for the 1st quarter 8 May
Result for the 2nd quarter 22 August
Result for the 3rd quarter 14 November
Content
2
We are pleased to present you with our Annual Report for
2023 which represents a year of solid profitability, with a
net result of USD 86m and dividends to the shareholders
totalling USD 56m. We maintained a high degree of
contract coverage which reduced short-term risks and we
continued to develop and expand our fleet for the future.
We believe we have a strategy aligned for improving
sustainability and navigating volatile shipping markets.
Five years have passed since the merger between
Belships ASA and the Lighthouse Group. Our goal was
to develop the company through strategic investments
aimed at expansion, and to obtain competitive returns
for our shareholders. Over the past five calendar years,
the total return (as measured by the increase in the value
of the share plus dividends) has been 436 per cent. The
dividends alone amount to 132 per cent of the share
price from the time of the merger, thereby surpassing full
repayment of equity.
The past year was dominated by escalating geopolitical
tensions, with the devastatingly prolonged war in
Ukraine and military conflicts in the Middle East region,
in particular. Despite these challenges, we were able to
keep our ships and crew out of harm’s way and did not
encounter any security incidents during the operation of
our vessels.
Amidst these challenging circumstances, the shipping
industry, with its vessels and seafarers, plays a crucial role
in facilitating the global supply chain for food, energy, and
materials. At the heart of global trade, dry bulk shipping
is instrumental in ensuring the efficient transportation of
essential commodities.
We take the environmental impact of shipping seriously
and we support initiatives aimed at reducing the
carbon footprint within the maritime industry. It is
encouraging that we have made progress through the
modernisation of our fleet and we strive to achieve
further improvements.
In 2023, we entered into agreements to acquire 8x
Ultramax newbuildings of 64 000 deadweight, scheduled
for delivery between 2024 and 2027. The Japanese-
designed bulk carriers entering our fleet represent the
highest quality and lowest fuel consumption available
today and will contribute to reducing Belships’ carbon
emissions on an intensity basis.
Dry bulk markets display promising supply and demand
prospects for the next few years. Belships is well
positioned as a shipowning and operating company
stocklisted in Oslo, with a fleet of 38x modern Supra/
Ultramax vessels, including newbuildings.
Financial discipline remains fundamentally important to
our strategy, and with robust contract coverage for 2024,
paired with fleet financing secured for many years ahead,
we expect to generate free cash flow and continue to pay
quarterly dividends.
We firmly believe that good corporate governance and
transparency creates a more valuable business. Our goal
is to generate value from shipowning and operating, 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 2023
Highlights 2023-2024
Demonstrating ability to create value
Financial Strength and Sustainability
Prepaid about USD 40m of bank debt, increasing
the number of unencumbered vessels to four.
Most of Belships’ debt, including lease liabilities,
has been secured until 2030 with fixed interest
rates, reducing the Company’s exposure to volatile
financial markets.
Newbuilding Program
Entered into agreements to acquire 8x new
Ultramax bulk carriers under construction in Japan
2024-2027. All financed through Japanese leases,
requiring no direct cash investment and resulting
in no impact on dividend capacity before delivery.
Strategic Partnership and Divestment of
Technical Management Business
Belships agreed to divest the ownership of Belships
Management Singapore (BMS) to V.Group.
Belships also entered into a long-term partnership
together with V.Group, and BMS remains the
exclusive provider of ship management services.
Declared Dividend Distribution
NOK 2.35 per share (USD 56m).
Attractive and Uniform Fleet
The newest and most modern fleet of its kind,
with 38x Supra/Ultramax bulk carriers including
newbuilding.
Number of shareholders
~4 900
Market capitalisation
USD ~500m
Commercial Platform
Continued strong performance from Lighthouse
Navigation, achieving consecutive profits in every
quarter.
4
USD 1 000 Footnote 2023 2022
INCOME STATEMENT
Operating income 427 764 725 953
EBITDA 1 157 612 221 544
EBIT 2 112 539 206 168
Net result before tax 84 996 176 960
Net result for the year 86 240 175 060
BALANCE SHEET
Non-current assets 745 370 788 203
Current assets 187 495 212 090
Total assets 932 864 1 000 293
Equity 305 561 297 335
Non-current liabilities 544 160 556 931
Current liabilities 83 144 146 027
Total equity and liabilities 932 864 1 000 293
KEY FINANCIAL FIGURES
Cash and cash equivalents 128 276 139 984
EBITDA 1 157 612 221 544
Interest expenses 33 184 26 106
Interest coverage ratio 3 3.39 7.90
Current ratio 4 2.26 1.45
Net profit ratio 5 0.20 0.24
EQUITY
Share capital 59 466 59 466
Equity ratio 6 0.33 0.30
Return on total assets % 7 12.67 20.30
Return on equity % 8 28.22 58.88
KEY FIGURES SHARES
Market price USD 1.81 1.45
Market price NOK 18.38 14.28
Number of shares 253 136 666 253 136 666
Diluted average number of shares (excluding treasury shares) 254 421 458 253 774 300
Equity per share USD 9 1.21 1.17
Earnings per share USD 0.34 0.69
EBITDA per share USD 0.62 0.87
Price/earnings ratio 10 5.33 2.10
Price/book ratio 11 1.50 1.23
Price/EBITDA ratio 2.92 1.66
Key figures
As at 31 December
1) EBITDA – is defined as operating result adjusted for depreciation and amortisation, other gains/(losses), interest income, interest expenses and
other financial items
2) EBIT – is defined as operating result adjusted for interest income, interest expenses and other financial items
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
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 2023
Belships is a shipping company listed on the Oslo Stock Exchange and is a fully
integrated shipowner and operator of dry bulk carriers. Our fleet comprises modern
Supra/Ultramax vessels, averaging around four years of age. All key functions are
managed internally by a seasoned management team with a proven track record.
Belships ASA
Group figures 2023
Operating Income
427 764
thousand USD
EBITDA
157 612
thousand USD
Net result
86 240
thousand USD
Cash break-even 2023
10 900
USD per shipday
Sailed distance
1 450 000
nautical miles
Number of shipdays
11 000
Average year built
2020
Financial highlights
Consolidated balance sheet as per December 31, 2023 ($ million)
Assets
Total
Ships
Other assets
Cash
Total
Equity
Interest bearing debt
Other liabilities
128.3
73.0
731.6
932.9
63.9
563.4
305.6
932.9
631
Total
Ships
Other assets
Cash
Total
Equity
Interest bearing debt
Other liabilities
128.3
73.0
731.6
932.9
63.9
563.4
305.6
932.9
631
Equity and liabilities
People
Lighthouse Navigation: 102
Ship
management: 27
Belships ASA: 8
Seafarers: 494
Total
Ships
Other assets
Cash
Total
Equity
Interest bearing debt
Other liabilities
128.3
73.0
731.6
932.9
63.9
563.4
305.6
932.9
631
6
BELSHIPS
ANNUAL REPORT 2023
Operational
structure
Offices
Lighthouse Navigation
Commercial Operator
Belships
Shipowning
50.01 %100 %
36 Ultramax Ships
2 Supramax Ships
Belships ASA
Oslo
Lighthouse Navigation
Bangkok, Oslo, Singapore, Melbourne
7
BELSHIPS
ANNUAL REPORT 2023
Lighthouse Navigation is a dry bulk operating company with a long track record
of positive results. Lighthouse provides chartering and operational services for
the Belships fleet, alongside managing a fleet of chartered-in tonnage across the
Supramax, Ultramax, and Handysize segments.
Lighthouse Navigation
Commercial operations
Lighthouse Navigation has its roots and experience tracing
back to the 1990s. Since merging with Belships ASA in 2018, the
Company has evolved and expanded its commercial platform.
Lighthouse Navigation collaborates with a wide range of
international charterers and traders engaged in the freight markets
for dry bulk commodities. With an annual volume of about 10
million tonnes and an annual turnover surpassing USD 350 million,
the Company boasts a global presence, with offices in Bangkok,
Oslo, Singapore, and Melbourne, catering to clients worldwide.
Specialising in commercial management for vessels owned
by Belships ASA and other clients, Lighthouse Navigation also
oversees Orient Asia Lines BV (OAL), a subsidiary since 2010.
OAL manages a liner operation, providing regular service
from Southeast Asia to the Middle East and the Eastern
Mediterranean. Their expertise lies in transporting forestry
products such as sawn timber, wood pulp and paper, plywood,
and medium density fibreboard (MDF), along with handling
project cargoes, steels, and machinery.
Additionally, Lighthouse Navigation controls Siam Thara Agency
Co., Ltd, established in January 2014. Siam Thara Agency offers
comprehensive advice on ports, logistics, and commodities for
both export and import operations in Thailand, distinguishing
itself as a leading agent in the region.
With a dynamic approach, Lighthouse Navigation aims to
sustain its growth trajectory, continually expanding its business
and operations to accommodate parcel and commodity trades.
EBITDA and Net Result
Strong financial development and a profitable track record.
EBITDA - mUSD Net Result - mUSD
19
6.5
5.7
64.1
60.0
27.2
20 21 22 23
19
2.8 3.4
56.3
54.5
22.1
20 21 22 23
19
6.5
5.7
64.1
60.0
27.2
20 21 22 23
19
6.5
5.7
64.1
60.0
27.2
20 21 22 23
Lighthouse Navigation employees 102 Average number of vessels operated 90
8
BELSHIPS
ANNUAL REPORT 2023
Lighthouse Navigation
Commercial operations
9
10
ESG summary
Sustainability at
Belships
At Belships, we work to ensure that ESG factors are
considered in everything we do. We have established
policies and procedures to ensure consistent ESG
management and risk mitigation.
The overall responsibility for ESG compliance and
performance lies with the Board of Directors, and
with the CEO ensuring implementation of the Board’s
decisions in our daily operations.
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
Transportation Standard (2018) and the Norwegian
Shipowners Association’s Guidelines for ESG Reporting
in the Shipping and Offshore Industries.
ENVIRONMENT
Belships remains strongly committed to environmental
stewardship and sustainable operations.
Our operations are guided by environmental standards,
adhering to all environmental regulations.
Belships closely monitors the development of all
environmental regulations. We will continue to comply
with all legislation and follow best practices to minimise
our impact on the environment.
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. In 2023, the
IMO adopted the 2023 Strategy on Reduction of GHG
emissions from ships, marking a significant step towards
decarbonising international shipping. Belships support
this strategy through ongoing operational improvements
and investment decisions.
The EU is also striving to reduce emissions within the
shipping industry. In January 2024, the EU’s Emission
Trading System (EU ETS), will be extended to include
CO2 emissions from large ships over 5.000 gross tonnage
entering EU ports.
Belships currently has a modern uniform fleet of 38
bulk carriers, including eight newbuildings, with an
average age of about four years. Over the last four years,
Belships has completely modernised its fleet, and we
Belships is determined to be proactive and contribute to a sustainable shipping
industry through modernisation and transparency. Sustainability is central to our
business model, focusing on long-term value creation and responsible participation
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
11
BELSHIPS
ANNUAL REPORT 2023
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.
In adherence to the IMO 2023 Strategy for reduction
of GHG emissions from ships, Belships’ vessels meet
the new emissions standards without necessitating
further investments. This compliance showcases the
competitive edge we hold through the ownership of a
modern fleet.
In 2023, our scope 1 GHG emission were 374 378 metric
tons carbon dioxide equivalents (CO
2
e), measured using
a financial control approach (2022: 372 787). The minor
increase of 0.4 per cent increase in total emissions seen
in 2023 was a result of operating a larger fleet.
Belships continues to see a positive development in
energy efficiency and reduction in emissions on an
intensity basis. The AER improved by 12 per cent.
All emissions data are verified by DNV.
Emissions 2023 2022 2021
GHG emissions
(tonnes CO
2
e)
374 378 372 787 309 159
SO
X
(tonnes) 866 971 847
NO
X
(tonnes) 7 021 8 496 6 981
PM (tonnes) 633 607 503
Emissions indices
1
2023 2022 2021
EEOI (g CO
2
e/
tonne-nm)
7.27 8.05 8.46
EEDI (g CO
2
e/
tonne-nm)
3.67 3.64 3.94
AER (g CO
2
e/dwt-nm) 4.26 4.85 4.89
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.
Belships acknowledge the importance of climate risk
and its impact on the future of 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 and investment
strategy on a regular basis, taking into consideration
the fleet 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 a negative impact on
biodiversity and ecosystems if not managed properly.
We recognise 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 2023, Belships maintained its track record of zero
incidents related to untreated ballast water, oil spills or
waste disposal. 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), AER – Annual Efficiency Ratio.
See www.imo.org for further information.
12
BELSHIPS
ANNUAL REPORT 2023
SOCIAL
Belships is 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
operations for our employees, our customers and any
personnel 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 2023, Belships was able to uphold our track record
of no serious injuries or work-related fatalities. Our lost
time injury frequence (LTIF) decreased from 2.00 to 0.44.
All recorded injuries were minor.
Injury rates 2023 2022 2021
LTIF 0.44 2.00 1.00
Serious injuries 0 0 0
Fatalities 0 0 0
Our personnel management structure
Belships Management, the former subsidiary based
in Singapore, has been at the forefront of crewing and
technical management of Belships’ fleet. On 30th of
June 2023, the branch came under the ownership of
V.Group.
Now operating under the V.Group umbrella, Belships
Management remains the exclusive provider of ship
management services for Belships. A dedicated and
well-trained ship and onshore team monitors the health,
safety, environment and quality performance of our fleet.
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. 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 2023, our retention rates for
officers and ratings were at 98 per cent.
All crew are provided wages, benefits and conditions of
work in line with industry standards. All crew are covered
by the NISCBS union agreement.
Retention rates 2023 2022 2021
Shore-based
personnel (Belships
Administration)
87% 100% 90%
Officers 98% 98% 83%
Ratings 98% 99% 80%
Human and labour rights
Good and safe working conditions are the foundation
for how we approach human rights management
within the Belships Group. 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. 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 Conventions 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. 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. In 2023,
we started developing our HRDD processes, including
integrating responsible business practices within the
Company to manage the identified risks. Our Human
Rights Policy, which was published on our website in
2022 provided a basis for this work.
There were no reported incidents related to human and
labour rights in 2023.
13
BELSHIPS
ANNUAL REPORT 2023
GOVERNANCE
The Belships Board is responsible for strategic oversight
of all company activity, including sustainability. The
Board of Directors is guided by Belships’ Corporate
Governance Policy, which is publicly available on our
website. Our governance procedures and related control
mechanisms are essential to minimise 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 policies 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. Our efforts to combat corruption
includes regular anti-corruption training to all required
crew throughout the year. There were no reported ethics
or corruption incidents in 2023 (2022: 0).
Employees who observe or become aware of a situation
that they believe to be a violation of the Code of
Business Conduct are to report on such incidents.
There were no whistle-blowing reports made in 2023
(2022: 0).
Data privacy and security
Protecting employee, customer and company data held
at Belships is critically important to us. We want our
employees and business partners to be confident that
their data is safe and secure, and we are transparent
in how we use it. We are committed to doing the right
thing when it comes to how we collect, use and protect
data. 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
professionals to protect our assets against cybercrime in
addition to adopting new regulatory requirements.
There were no reports of data privacy or security
breaches in 2023 (2022: 0).
14
BELSHIPS
ANNUAL REPORT 2023
15
Directors’ report 2023
Growth and profitability
The dry bulk market 2023
Supramax spot market rates started the year at USD
10 600, then dropped to a low of about USD 7 000 in
mid-February, a seasonally low period for dry bulk.
Fundamentals had weakened from the previous
year, with somewhat lower rates of volume growth.
Nevertheless, the Supramax spot market rallied to a high
of almost USD 15 000 by the end of March, driven by a
strong upturn in China’s demand for coal and iron ore. As
China’s demand slowed together with rest of the World,
the markets declined. Congestion levels then began
to rewind, with less waiting time effectively increasing
vessel capacity supply. The Supramax spot market was
painfully weak through the summer, bottoming in early
August at around USD 8 000. Thereafter, fundamentals
improved considerably, and a continued upturn followed.
The market peaked at over USD 17 000 in December,
retracting somewhat towards year-end. The new Baltic
Ultramax Index commenced publishing in 2023 and,
albeit not based on identical routes as the Supramax
index, averaged at a USD 2 000 premium to the BSI-58
index referenced here above.
Overall shipment volumes in the Supra/Ultramax
segment were very high in 2023, almost 10 per cent
higher than in 2022, and with the three last quarters of
2023 recording successive all-time high records. The
growth was primarily driven by Coal (+20 per cent), Iron
Ore (+80 per cent), and Steel products (+7 per cent).
This all related to China’s strong import demand and
the country’s surge in steel product exports. Shipment
volume growth was also positive in other commodity
groups, with minor bulks, fertilisers and grains – all up
about five per cent. Breakbulk shipments, however,
remained unchanged. The Supra/Ultramax segment
saw the highest shipment volume growth of all the dry
bulk segments in 2023.
Total dry bulk shipment volumes,across all sizes were up
by 3.7 per cent, while total ton-time growth (calculated
as shipment volumes multiplied by average voyage
duration) was up by 3.1 per cent. The Supra/Ultramax
market was therefore weighed down by lower shipment
volume growth in the larger size segments, paired with
lower average voyage duration and congestion reversal
compared to 2022.
In 2023, vessel deliveries concluded with a total of 140
ships, accumulating 8.6 million deadweight tonnage
(dwt), a notable increase from the previous year’s figures
of 97 ships totalling 6 million dwt. As of April 2024, the
current count stands at 24 ships delivered, amounting
to a total of 1.5 million dwt with approximately 150
ships still slated for delivery throughout 2024. Next year,
about 140 ships with a total dwt capacity of 9.1 million is
expected to deliver.
The precise number of deliveries is subject to change
due to potential delays in construction, cancellations of
orders, or inaccuracy in reporting. Fleet growth ended at
3.9 per cent in 2023, and is likely to remain around the
same level in 2024, according to Fearnleys. The current
ratio of the orderbook to the existing fleet stands at
about 8 per cent. In 2023, the number of newbuilding
orders placed reached 173 ships, marking an increase of
about 15 per cent compared to 2022.
The number of ships delivered each quarter is compared
against the existing fleet of Supra/Ultramax vessels
currently afloat, numbering about 4 100 in total. The
orderbook for dry bulk remains close to all-time lows,
hovering around 8 per cent. Relatively low newbuilding
activity persists in the dry bulk sector, largely due to
uncertainty surrounding fuel and propulsion systems,
which limits new orders. Additionally, higher input costs,
full orderbooks, and sustained high demand in other
vessel segments influence shipyard dynamics. Delivery
slots at reputable shipyards are increasingly scarce, with
reports of new orders extending into 2027 and even
2028. A potential lead time of four years for a bulk carrier
is unprecedented.
Operations
Belships currently has a modern uniform fleet of 38 bulk
carriers, including eight newbuildings, with an average
age of about four years. All ships operated satisfactorily
16
BELSHIPS
ANNUAL REPORT 2023
without significant unscheduled off-hire. The operating
expenses continued at a competitive level.
Ship transactions during the year include delivery of the
BELMONDO newbuilding, and the sale of BELVEDERE.
During 2023, Belships entered into agreements for the
acquisition of eight newbuilding vessels all fully financed
as part of the transactions.
Net earnings in 2023 per ship for the entire fleet amount
to USD 18 992 versus BSI index of USD 11 240 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 2024 and 2025 at
levels far above current market rates.
In addition, Lighthouse Navigation operated on average
about 60 ships on short-term charter during 2023.
Results
The Group had an operating income of USD 427.8m in
2023 (USD 726.0m), giving an EBITDA of USD 157.6m
(USD 221.5m) and a consolidated operating result of
USD 112.5m (USD 206.2m). Net result for the Group was
USD 86.2 (USD 175.1m). The parent company’s net result
for the year was USD 36.5m (USD 116.5m).
The Board proposes the result for the year allocated as
follows:
Transfer to other retained earnings: -36.5m
Total allocations: -36.5m
Financial and Corporate Matters
At the end of 2023, the book equity ratio was 33 per cent.
Value-adjusted equity ratio is significantly higher. Interest
bearing bank debt amounted to USD 102.4m and lease
liabilities amounted to USD 461.0m. The consolidated
cash balance was USD 128.3m.
The Board considers the Group’s solvency and financial
position to be sound. Cash flow from operations,
combined with the total available liquidity, is expected
to be more than sufficient to finance the Group’s
obligations in 2024.
At the end of each reporting period, the Company
assesses whether there are any impairment indicators
present. The Company has concluded that the decline
in freight rates seen in 2023 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 2023, 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 600 000 at year-end.
The Group’s primary market risk exposure is
predominantly tied to fluctuations in freight rates, with
secondary exposure to changes in interest rates and
fuel prices. Belships aims to minimise counterpart risk
and time charter contracts are entered into with highly
reputable charterers. The Group had no research and
development costs in 2023. All owned ships are under
the ownership of Norwegian companies, and the
majority of the Company’s operations in Norway are
within the Norwegian tonnage tax regime as of year-end.
The Group had deferred tax liabilities of USD 6.5m as at
31 December 2023.
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
considered robust. Current activity is expected to
generate sufficient liquidity to cover current debt
and operating expenses throughout 2024. Based on
this the conditions for a going concern are in place.
The consolidated accounts have been prepared in
17
BELSHIPS
ANNUAL REPORT 2023
accordance with International Financial Reporting
Standards (IFRS) as adopted by the EU.
The information in the accounts gives a true and
accurate 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 its 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 is actively dedicated to enhancing
standards, both onboard its vessels and within its
shore-based operations. Pollution from ship operations
is governed by several national and international
environmental standards and certifications. Belships fully
complies with official requirements concerning safety
and environmental standards. All our ships are equipped
to meet regulatory standards and requirements and the
modern fleet of Belships represents lower emissions and
energy consumption compared to industry averages.
There were no serious or material incidents in 2023.
Organisation
Belships is headquartered in Oslo, from where it conducts
financial, strategic development and investor relations
together with the overall management of the Group’s
activities. Chartering and commercial operations are
handled from Lighthouse Navigation’s offices in Bangkok
and Oslo. Technical management including crewing is
managed by Belships Management Singapore, a former
subsidiary of Belships, sold to V.Group during the fiscal year.
Belships established a strategic partnership with
V.Group for its fleet and ship management business,
with Belships Management (Singapore) remaining the
exclusive provider of ship management services to
Belships ASA post-acquisition.
The Group employed 106 office staff at the end of 2023.
Ships under technical management employed 494
officers and crew members. Sick leave was less than
2 per cent in 2023. The Group was not subject to any
serious work-related accidents in 2023. We are an equal
opportunity employer with all qualified applicants
receiving consideration for employment. The working
environment in the companies within the Group is
considered good.
Belships ASA has purchased and maintains a liability
insurance that covers potential liabilities for the Board of
Directors and executive management 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 participant in the society. The most
important issues for our business and our shareholder in
respect of Corporate Social Responsibility (CSR) are:
◉ Environment
◉ Human and labour rights
◉ Anti-corruption
It is our policy to follow the standards, laws and
regulations set by the national and international maritime
regulatory authorities, but we also strive to uphold moral
and ethical behaviour as part of our culture.
Please refer to our Human Rights Policy published on our
website, which covers the reporting required according to
the Norwegian legislation introduced in the Transparency
Act.
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
principles of corporate governance. The Company has
been listed on the Oslo Stock Exchange since 1937,
18
BELSHIPS
ANNUAL REPORT 2023
and is subject to the Norwegian Accounting Act, the
Securities 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 on page 79.
Outlook
The Baltic Exchange Supramax index is currently about
USD 14 500, with Ultramax bulk carriers earning about
USD 17 000 in the spot market. The FFA market (Forward
Freight Agreements) has improved and currently indicates
that the market will retain this level for the rest of the year.
This is a significant improvement in sentiment, and if it
materialises, we would expect a meaningful increase in
ship values compared to the start of the year.
Lighthouse Navigation continues to deliver good results,
and posted consecutive profits every quarter in 2023,
which display good risk management and execution
skills. Activity has been positive so far in 2024 and we
expect continued profitability contributing to Belships’
dividend capacity.
Belships has contract coverage ensuring significantly
higher profitability than the current spot market. 42 per
cent of ship days in 2024 are covered at about USD
16 700 per day.
Furthermore, we now have nine vessels chartered out
on floating rate, index-linked contracts. This is because
we believe the rates and market sentiment has a good
probability of improving during the year, and Belships
has the right to convert to fixed rate during the charter
period. 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 with fixed interest rates
significantly below current market levels, mainly due to
favourable leasing terms. Belships is therefore able to
combine meaningful leverage with a low cash breakeven
of USD 10 900 per day per vessel in 2024.
With eight Ultramax newbuildings under construction for
delivery between 2024 and 2027, Belships will be taking
over new vessels whilst the orderbook and the rate of
supply growth approaches the lowest levels in 30 years.
Since they are all leased without Belships investing any
cash, this will not affect our dividend capacity before
delivery. We believe the best way for Belships to approach
the green shift is to own and operate the most efficient
vessels currently available, with a financing structure
which gives us unparalleled optionality and flexibility.
We are focused on financial discipline and returning
capital to our 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 8.70 per share (USD 224.3m) to
shareholder and at the same time we have continued to
deliver profitable growth and fleet expansion.
Based on Belships’ current contract coverage and
market expectations, we expect to generate free cash
flow and continue to pay quarterly dividends.
Oslo, 10 April 2024 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
19
BELSHIPS
ANNUAL REPORT 2023
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 2023.
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 information
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 2023 financial statements for the Group and
parent company have been prepared in accordance
with all applicable accounting standards
◉ the information provided in the financial statements
gives a true and fair representation of the Group and
parent company’s assets, liabilities, profit and overall
financial position as of 31 December 2023
◉ 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, 10 April 2024 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
20
BELSHIPS
ANNUAL REPORT 2023
Supramax and Ultramax bulk carriers are very versatile, equipped with cranes (“geared”) in order to load and discharge a mul-
titude 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
BELVICTORY Ultramax 2027 64 000 Japan TBA
BELTEMPO Ultramax 2027 64 000 Japan TBA
BELROSSO Ultramax 2026 64 000 Japan TBA
BELAVANTI Ultramax 2026 64 000 Japan TBA
BELFUTURE Ultramax 2026 64 000 Japan TBA
BELFORTUNE Ultramax 2025 64 000 Japan TBA
BELFOX Ultramax 2025 64 000 Japan TBA
BELGRACE Ultramax 2024 64 000 Japan TBA
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
BELFOREST Ultramax 2015 61 000 Imabari Norwegian
BELHAWK Ultramax 2015 61 000 Imabari Norwegian
BELSOUTH Ultramax 2015 63 000 Hantong Norwegian
Total Average built DWT
38 Vessels 2020 2 379 000
Fleet overview
Directors’ responsibility statement
21
22
Consolidated
financial
statements
Consolidated financial
statements
24 Consolidated statement of income
25 Consolidated statement of comprehensive income
26 Consolidated statement of financial position
28 Consolidated statement of cash flow
29 Consolidated statement of changes in equity
30 Notes to the consolidated accounts
30 Note 1 General information
31 Note 2 Accounting principles
35 Note 3 Estimates and judgement
35 Note 4 Revenue
36 Note 5 Segment information
38 Note 6 Ships and other fixed assets
40 Note 7 Interest-bearing debt
41 Note 8 Bank deposits
41 Note 9 Related parties
41 Note 10 Receivables and liabilities
42 Note 11 Investments and group companies
44 Note 12 Equity
45 Note 13 Earnings per share
46 Note 14 Salaries, number of employees
47 Note 15 Other general administrative expenses
48 Note 16 Options to employees
49 Note 17 Financial market risk
51 Note 18 Taxes
52 Note 19 Operating expenses
53 Note 20 Discontinued operations
54 Note 21 Environmental issues
54 Note 22 Contingencies
54 Note 23 Subsequent events
23
USD 1 000 Note 2023 2022
Operating income
Gross freight income 563 441 926 494
Voyage expenses -139 085 -204 769
Net freight income 424 356 721 725
Management fees 3 408 4 228
Total operating income 4,5 427 764 725 953
Operating expenses
Share of result from j/v and associated companies 11 6 407 30 963
T/C hire expenses 7 -194 155 -450 524
Ship operating expenses 19 -60 865 -55 571
Operating expenses ship management 19 -16 306 -22 209
Payroll expenses 14 -3 841 -5 250
Other general administrative expenses 15 -1 392 -1 818
Total operating expenses -270 152 -504 409
EBITDA 157 612 221 544
Depreciations and amortisation 6 -45 738 -38 992
Gain on sale of ships 316 22 274
Other gains/(losses) 350 1 342
Operating result (EBIT) 112 539 206 168
Financial income and expenses
Interest income 2 527 958
Interest expenses 7,10 -33 184 -26 106
Other financial items 2 065 -1 877
Currency exchange gain/(loss) 1 049 -2 183
Net financial items -27 543 -29 208
Net result before tax 84 996 176 960
Tax 18 -7 562 -2 041
Net result from continuing operations 77 434 174 919
Result from discontinuing operation 20 8 806 141
Net result for the year 86 240 175 060
Hereof majority interests 75 895 146 886
Hereof non-controlling interests 11 10 346 28 174
Earnings per share from continuing operations (USD) 13 0.31 0.69
Diluted earnings per share from continuing operations (USD) 13 0.30 0.69
Earnings per share (USD) 13 0.34 0.69
Diluted earnings per share (USD) 13 0.34 0.69
Consolidated statement
of income
24
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
USD 1 000 Note 2023 2022
Net result for the year 86 240 175 060
Other comprehensive income not to be reclassified to
profit or loss in subsequent periods:
Actuarial gain/(loss) on defined benefit plan 0 13
Items that may be subsequently reclassified to profit or (loss):
Exchange differences -29 -129
Total comprehensive income 86 211 174 944
Hereof majority interests 75 870 146 770
Hereof non-controlling interests 10 342 28 174
Majority interests from continuing operations 67 064 146 629
Majority interests from discontinuing operations 8 806 141
Consolidated statement of
comprehensive income
25
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
USD 1 000 Note 2023 2022
ASSETS
Non-current assets
Tangible fixed assets
Ships 6 731 596 747 042
Prepayment of ships 0 6 900
Property, Plant and Equipment 6 883 3 702
Total fixed assets 732 479 757 644
Financial fixed assets
Investments in j/v and associated companies 11 9 934 29 483
Cash and cash equivalents (restricted) 8 0 113
Other non-current receivables 2 956 963
Total financial assets 12 890 30 559
Total non-current assets 745 370 788 203
Current assets
Bunker inventory 8 556 14 675
Trade debtors 4 028 14 885
Other receivables 10 46 634 42 659
Cash and cash equivalents (restricted) 8 171 2 638
Cash and cash equivalents 8 128 105 137 233
Total current assets 187 495 212 090
932 864 1 000 293
Consolidated statement
of financial position
As at 31 December
26
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
USD 1 000 Note 2023 2022
EQUITY AND LIABILITIES
Equity
Paid-in capital 141 736 158 359
Retained earnings 128 935 98 864
Non-controlling interests 34 890 40 112
Total equity 12 305 561 297 335
Liabilities
Non-current liabilities
Pension obligations 954 865
Deferred tax 18 6 537 107
Long-term interest-bearing debt 7 536 668 555 202
Other non-current liabilities 0 757
Total other non-current liabilities 544 160 556 931
Current liabilities
Current portion of interest-bearing debt 7 26 735 50 053
Tax payable 18 1 066 1 842
Public taxes and duties payable 266 5 517
Trade creditors 7 845 6 909
Other current liabilities 10 47 231 81 706
Total current liabilities 83 144 146 027
Total liabilities 627 303 702 958
932 864 1 000 293
Consolidated statement
of financial position
As at 31 December
Oslo, 10 April 2024 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
27
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
USD 1 000 Note 2023 2022
CASH FLOW FROM OPERATIONS
Net result before tax 84 996 176 960
Adjustments to reconcile result before tax to net cash flows:
Depreciations/impairment on fixed assets 6 45 738 39 031
Gain on sale of ships 6 -666 -23 616
Share-based compensation expense 16 1 278 1 057
Share-based compensation payment 16 0 -8 150
Difference between pension expenses and paid pension premium 0 13
Share of result from j/v and associated companies 11 -6 407 -31 065
Dividend received from j/v and associated companies 11 26 204 14 646
Net finance costs 27 543 29 208
Working capital adjustments:
Change in trade debitors and trade creditors 0 4 297
Change in other current items -24 910 310
Interest received 2 527 962
Interest paid 7 -33 184 -26 106
Financing costs -700 -1 270
Income tax paid 18 -1 526 -4 718
Net cash flow from operating activities 120 893 171 559
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from sale of ships 6 27 082 66 097
Proceeds from sale of shares in subsidiary 10 666 0
Payment of ships 6 0 -86 580
Payment of other investments -1 848 -2 516
Net cash flow from investing activities 35 900 -22 999
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from non-current debt 7, 17 18 900 66 569
Repayment of non-current debt 7, 17 -108 272 -37 014
Dividend paid -79 017 -143 448
Net cash flow from financing activities -168 389 -113 893
Net change in cash and cash equivalents during the period -11 595 34 667
Cash and cash equivalents at 1 January 139 871 105 204
Cash and cash equivalents at 31 December * 128 276 139 871
*) Includes restricted cash. See note 8 for further details.
Consolidated statement
of cash flow
28
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
Consolidated statement
of changes in equity
Majority interest
Paid-in Retained
Non-
Share Treasury Share Other Other controlling Total
USD 1 000 capital shares premium equity equity interest equity
2023
Equity as at 31 December 2022 59 466 -128 62 228 36 793 98 864 40 112 297 335
Share issue 0 0 0 56 0 0 56
Share-based payment expense 0 0 0 1 278 0 0 1 278
Dividend paid 0 0 0 -17 957 -40 795 -20 265 -79 017
NCI transactions 0 0 0 0 -5 004 4 701 -303
Net result for the year 0 0 0 0 75 919 10 322 86 240
Other comprehensive income 0 0 0 0 -49 20 -29
Total comprehensive income 0 0 0 0 75 870 10 342 86 211
Equity as at 31 December 2023 59 466 -128 62 228 20 170 128 935 34 890 305 561
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 1 057 0 0 1 057
Share-based compensation payment 0 0 0 -1 500 -6 650 0 -8 150
Dividend paid 0 0 0 0 -124 008 -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
29
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
Notes to the
consolidated accounts
All amounts in the notes are in USD 1 000 unless otherwise stated
30
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
Note 2 Accounting principles
31
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
32
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
33
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
34
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
35
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
36
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
37
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
38
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
Fleet
The Group controlled a fleet of 30 ships at the end of the year. Additionally, the Group operated two vessels under short-term lease agreements, bring-
ing the total fleet count to 32 ships. Ship transactions during the year include delivery of the newbuilding BELMONDO and sale of BELVEDERE.
39
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
40
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
41
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
42
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
43
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
44
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
45
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
Loan to employees
No loans to employees exist at year-end 2023.
46
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
See note 19 for more details.
47
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
48
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
49
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
50
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
51
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
52
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
53
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
54
BELSHIPS
ANNUAL REPORT 2023
CONSOLIDATED ACCOUNTS
55
Belships ASA
Financial
statements
Belships ASA financial
statements
57 Income statement
58 Balance sheet
60 Cash flow statement
61 Notes to the parent accounts
61 Note 1 Accounting policies
63 Note 2 Fixed assets
64 Note 3 Salaries, number of employees
65 Note 4 Options to employees
66 Note 5 Other general administrative expenses
66 Note 6 Tax
67 Note 7 Shares
68 Note 8 Intercompany balances
68 Note 9 Receivables and liabilities
68 Note 10 Bank deposits
68 Note 11 Equity
70 Note 12 Financial market risk
70 Note 13 Related parties
70 Note 14 Subsequent events
56
USD 1000 Note 2023 2022
Operating income
Other operating income 623 637
Gain on sale of lease agreements 0 9 997
Gain on sale of shares in subsidiary 7 10 851 0
Total operating income 11 475 10 635
Operating expenses
Ship operating expenses -14 -49
Payroll expenses 3, 4 -3 841 -5 250
Other general administrative expenses 5 -875 -1 139
Depreciation of fixed assets 2 -16 -91
Total operating expenses -4 747 -6 530
Operating result 6 728 4 105
Financial income and expenses
Share dividend 11 547 117 380
Interest income 276 94
Interest income on loan to subsidiary 8 -2 364 2 309
Interest expenses 0 -2
Interest expenses on loan to subsidiary 8 -2 003 -232
Other financial items 7 22 748 -3 029
Currency exchange gain/-loss -227 -2 157
Net financial items 29 978 114 363
Net result before tax 36 706 118 468
Income tax expense 6 -236 -2 005
Net result for the year 36 471 116 464
Appropriations of net result:
Transfer from/(to) other retained earnings -36 471 -116 464
Total -36 471 -116 464
Income statement
BELSHIPS
ANNUAL REPORT 2023
57
PARENT COMPANY ACCOUNTS
USD 1000 Note 2023 2022
ASSETS
Fixed assets
Tangible fixed assets
Other fixed assets 2 0 16
Total tangible fixed assets 0 16
Financial fixed assets
Shares in subsidiaries 7 450 085 144 065
Loan to subsidiaries 8 132 144 80 375
Total financial assets 582 229 224 440
Total fixed assets 582 229 224 456
Current assets
Trade debtors 0 312
Intercompany balances 8 91 218 148 444
Other receivables 2 160 291
Cash and cash equivalents 10 53 346 32 395
Total current assets 146 725 181 442
TOTAL ASSETS 728 954 405 898
Balance sheet
As at 31 December
BELSHIPS
ANNUAL REPORT 2023
58
PARENT COMPANY ACCOUNTS
USD 1000 Note 2023 2022
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 0 9 575
Total paid-in capital 121 570 131 144
Retained earnings
Other equity 115 025 126 456
Total equity 11 236 594 257 599
Liabilities
Non-current liabilities
Deferred tax 6 2 241 2 005
Pension obligations 182 188
Intercompany balances 8 109 828 47 445
Total non-current liabilities 112 251 49 638
Current liabilities
Public taxes and duties payable 193 337
Trade creditors 70 107
Intercompany balances 8 379 173 97 425
Other current liabilities 672 792
Total current liabilities 380 108 98 661
Total liabilities 492 359 148 299
TOTAL EQUITY AND LIABILITIES 728 954 405 898
Balance sheet
As at 31 December
Oslo, 10 April 2024 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
BELSHIPS
ANNUAL REPORT 2023
59
PARENT COMPANY ACCOUNTS
USD 1000 Note 2023 2022
CASH GENERATED FROM OPERATIONS
Net result before tax 36 706 118 468
Adjustments to reconcile result before tax to net cash flows:
Gain on sale of lease agreements 0 -9 997
Gain on sale of shares in subsidiary -10 851 0
Depreciation of fixed assets 2 16 91
Share-based payment transaction expense 4 1 278 1 057
Share-based payment transaction payment 4 0 -8 150
Difference between pension expenses and paid pension premium 0 -13
Net finance items 7 -29 978 -114 363
Working capital adjustments:
Change in trade debitors and trade creditors 275 -1 062
Change in current intercompany balances 1 463 13 712
Change in other short-term items -2 505 912
Interest received 276 94
Interest paid 0 -2
Net other financial items 2 789 -1 356
Net cash flow from operations -559 -608
CASH FLOW FROM INVESTING ACTIVITIES
Sale proceeds from fixed asset disposals 0 129
Dividend and group contributions received 2 189 142 880
Cash issue in subsidiary 0 -55 300
Proceeds from sale of shares in subsidiary 10 666 0
Change in intercompany balances 24 900 0
Net cash flow from investing activities 37 755 87 709
CASH FLOW FROM FINANCING ACTIVITIES
Dividend paid 11 -58 752 -124 008
Change in intercompany balances 42 507 0
Instalments lease commitments 0 55 300
Net cash flow from financing activities -16 245 -68 708
Net change in cash and cash equivalents 20 951 18 393
Cash and cash equivalents at 1 January 32 395 14 002
Cash and cash equivalents at 31 December 53 346 32 395
Restricted bank deposits 10 102 110
Cash flow statement
BELSHIPS
ANNUAL REPORT 2023
60
PARENT COMPANY ACCOUNTS
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 through subsidiaries. The Company is a public limited liability company incorporated and
domiciled in Norway and listed on Oslo Stock Exchange. The head office is located at Lilleakerveien 6D in Oslo, Norway.
The financial statements have been approved by the Board on 10 April 2024. The accounts are prepared in accordance with Norwegian Generally
Accepted Accounting Principles (NGAAP).
The accounts form part of the consolidated accounts of Belships ASA.
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 short-term 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 recognised when it is likely that the Company will generate sufficient profit for tax purposes in future periods to utilise the tax
asset. Similarly, the Company will decrease the deferred tax asset if it no longer considers it likely to utilise 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) in the balance sheet.
Tax payable and deferred tax related to equity transactions are directly recorded against equity.
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) 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.
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E) Accounts receivable
Accounts receivable are booked at nominal amount less expected loss.
F) 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.
G) 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.
H) 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 recognised 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 defined
contribution pension scheme. There are 3 retired persons included in this scheme. Pension obligations are estimated by an independent actuary, and
the relevant amounts are considered to be negligible.
I) 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.
J) Revenue recognition
Belships ASA provides administrative, commercial and project management services, including accounting, legal, IT, project, and office services.
Income from these services is recognised as they are rendered. Interest income is recognised using the effective interest method based on when it is
earned.
The dividend received from subsidiaries is accounted for in the same year in which the dividend has been accrued for in the subsidiary. If the dividend
exceeds the prorated share of retained earnings after the acquisition of the shares, the excess portion represents a repayment of capital and conse-
quently reduces the acquisition cost accordingly.
K) 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.
L) Contingent gains and losses
Provisions are made for contingent losses deemed probable and quantifiable. Contingent gains are not recognised.
BELSHIPS
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M) Related party transactions
Transactions with related parties are carried out at market terms. See note 15 for further information.
N) 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.
O) 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.
P) 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
2023 2022
Other fixed assets Other fixed assets
Non Non
Depreciable depreciable Depreciable depreciable
assets assets Total assets assets Total
Cost price
As at 1 January 207 0 207 506 61 567
Disposals 0 0 0 -299 -61 -360
As at 31 December 207 0 207 207 0 207
Depreciations
As at 1 January 191 0 191 278 0 278
Depreciation for the year 16 0 16 91 0 91
Disposals 0 0 0 -178 0 -178
As at 31 December 207 0 207 191 0 191
Book value at 31 December 0 0 0 16 0 16
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NOTE 3 SALARIES, NUMBER OF EMPLOYEES
2023 2022
Salaries 1 434 1 569
Social security tax 511 277
Pension expenses 108 121
Share-based payments * 1 481 2 979
Other allowances 307 305
Total 3 841 5 250
*) Incl. social security tax
The average number of employees in 2023 was 8 (9).
Remuneration CEO CFO
Salary 497 218
Share-based payment transaction expense 0 176
Pension expenses 19 19
Other allowances 2 2
Total 518 414
Other allowances include telephone, insurance agreements etc.
Pensions
All the employees in the parent company are members 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 further liabilities related to this scheme. Total pension costs amounted to 108 (121) in 2023.
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 2023 2022
The Board 208 208
Audit Committee 19 18
Nomination Committee 5 5
Total 232 231
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) 2023 2022
Remuneration for audit services 118 98
Other assurance services 12 6
Assistance related to tax matters 8 2
Other audit related assistance 2 5
Total 140 111
Loans to employees
There exist no loans to employees at year-end 2023.
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NOTE 4 OPTIONS TO EMPLOYEES
At the Annual general meeting (AGM) in 2022, the Board was authorised to issue up to 600 000 share options to employees. The option price is 105% of
closing share price on the day of the AGM. The authorisation is valid for two years. In accordance with this authorisation, options to buy 600 000 shares
at NOK 23.00 were awarded in May 2023. Of this, 0 options have been exercised. 100 000 options from an earlier option programme were exercised in
2023.
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 2023 2022
Outstanding options 1 January 5 100 000 5 049 300
Awarded 600 000 5 400 000
Exercised -100 000 -5 349 300
Outstanding options 31 December 5 600 000 5 100 000
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 2023 was NOK 2.46.
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. 5.00% for 2023.
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 2022 granted options to subscribe for up to five million shares in the Company with an
exercise price of NOK 18.64 per share.
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. Similarly, 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 1 278 (excluding social security tax)
has been recognised as an expense in 2023.
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NOTE 5 OTHER GENERAL ADMINISTRATIVE EXPENSES
2023 2022
Office expenses 134 137
Other services 258 419
Data, office equipment a.o. 150 266
Communication, advertising 32 52
Travel expenses 84 58
Other general administrative expenses 218 208
Total 875 1 139
NOTE 6 TAX
Tax result for the year 2023 2022
Result for the year before tax 36 706 118 468
Change in temporary differences 37 4 001
Permanent differences / other -29 689 -94 709
Translation differences 199 0
Tax basis for the year 7 253 27 761
Group contribution received 0 6 209
Use of tax losses carry forward -7 253 -33 970
Basis for tax payable 0 0
Taxes payable (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 2023 2022
Result for the year before tax 36 706 118 468
Statutory tax rate 22% 22%
Estimated tax expense at statutory rate 8 075 26 063
Permanent differences / other -6 532 -20 836
Expected tax expense 1 544 5 227
Translation differences 22 -327
Change in recognised deferred taxes 0 2 005
Change in not recognised deferred tax assets -1 330 -4 900
Actual tax expense 236 2 005
Effective tax percentage 1% 2%
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Deferred tax per 31 December 2023 2022
Deferred sale fixed asset gain/(loss) 12 208 15 747
Revaluation long-term balances 10 769 0
Financial derivatives -5 515 0
Accrued option expenses -2 247 0
Pension obligations -182 -188
Temporary differences fixed assets -38 -46
Sum temporary differences included in change in temporary differences 14 994 21 705
Impairment loss shares in subsidiaries abroad 0 0
Tax loss carried forward -4 807 -6 401
Net temporary differences 10 187 9 112
Nominal tax rate on deferred tax 22% 22%
Deferred tax liability/assets 2 241 2 005
Deferred tax liability/assets in Balance sheet 2 241 2 005
Deferred tax assets not in Balance sheet 0 0
NOTE 7 SHARES
Business Time of Ownership/ Result of Book
office purchase Cost price Voting share Equity the year value
Shares in subsidiaries
Belships Lighthouse AS Oslo 27.01.93 1 591 100% 615 15 296 615
Belships Shipholding AS Oslo 05.02.19 84 358 100% 105 867 4 753 84 358
Belships Shipholding II AS * Oslo 20.05.21 368 112 100% 399 151 38 515 365 112
Lighthouse Navigation Management AS Oslo 09.12.85 4 34% 3 696 2 364 0
Total 450 085
In June, Belships entered into an agreement to divest its 100 per cent shareholding in Belships Management (Singapore) Pte Ltd., a technical and crew
management company established in 1983, which currently manages dry bulk vessels for Belships ASA and other international clients. The shares
have been acquired by a company in V.Group. An office lease in Singapore is in process of being sold, and the proceeds will be received by Belships
ASA. Closing of the transaction was completed on 30th June 2023, resulting in a gain of USD 10.9m.
Belships ASA has made a group contribution of USD 357m to Belships Shipholding II AS, increasing the value of its investment. Also, the Company
received group contributions from Belships Lighthouse AS and Belships Shipholding AS totalling USD 76m, of which USD 9.3m has been recognised as
financial income. Additionally, a previous impairment of Belships Lighthouse AS has been reversed, resulting in a financial income of USD 17.7m.
*) Bellight AS was merged with Belships Shipholding II AS in 2023.
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PARENT COMPANY ACCOUNTS
NOTE 8 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 non-current intercompany balances amounted to -2 364 (2 309) and 2 003 (232) accordingly.
NOTE 9 RECEIVABLES AND LIABILITIES
All current receivables and liabilities are due within 12 months.
NOTE 10 BANK DEPOSITS
Total bank deposit amounted to 53 346 (32 395) at year-end.
Restricted funds for withholding tax for employees amounted to 102 (110) at 31 December 2023.
NOTE 11 EQUITY
Paid-in Retained
Share Treasury Share Other Other Total
capital shares premium equity equity equity
Equity per 31 December 2022 59 466 -125 62 228 9 575 126 456 257 599
Dividend 0 0 0 -10 852 -47 900 -58 752
Share-based expenses 0 0 0 1 278 0 1 278
Result for the year 0 0 0 0 36 471 36 471
Equity per 31 December 2023 59 466 -125 62 228 0 115 025 236 594
Share capital
Belships ASA’s 253 136 666 shares, each with a face value of NOK 2.00, was as of 31 December 2023 distributed among 4 864 shareholders. Each share
has one vote.
Number of shares 2023 2022
Ordinary shares, issued and paid-in per 1 January 253 136 666 253 136 666
Ordinary shares, issued and paid-in per 31 December 253 136 666 253 136 666
Dividend paid (NOK per share) 2.35 4.65
Treasury shares
The Company holds 371 800 treasury shares in total with an average cost price of NOK 10.70 as of 31 December 2023.
Authorisation to issue new shares
At the Annual general meeting in 2023 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 2023
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 DNB BANK ASA 9 985 670 3.94%
5 LGT BANK AG 9 350 214 3.69%
6 WENAASGRUPPEN AS 8 149 330 3.22%
7 JAHATT AS 5 000 000 1.98%
8 AL MARITIME HOLDING PTE LTD 4 519 922 1.79%
9 SAXO BANK A/S 2 607 323 1.03%
10 STATE STREET BANK AND TRUST COMP 2 588 821 1.02%
11 SIX SIS AG 2 269 461 0.90%
12 UBS SWITZERLAND AG 2 156 958 0.85%
13 THE BANK OF NEW YORK MELLON SA/NV 1 542 462 0.61%
14 STAVANGER FORVALTNING AS 1 520 000 0.60%
15 CITIBANK EUROPE PLC 1 192 565 0.47%
16 THE BANK OF NEW YORK MELLON 1 033 945 0.41%
17 SONATA AS 1 000 000 0.10%
18 INTERACTIVE BROKERS LLC 969 541 0.38%
19 THE BANK OF NEW YORK MELLON 962 327 0.38%
20 STATE STREET BANK AND TRUST COMP 952 610 0.38%
Total 20 largest shareholders 203 301 149 80.31 %
Other shareholders 49 835 517 19.69 %
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 3 330 000 300 000
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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PARENT COMPANY ACCOUNTS
NOTE 12 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 13 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 2 884 (2 708) in 2023. The Company received a management fee of 678 (557) in 2023 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.
NOTE 14 SUBSEQUENT EVENTS
Based on the financial results in Q4 2023 the Board declared a dividend payment of NOK 0.60 per share (USD 14.5m in total) equivalent to about 80 per
cent of the net result adjusted for minority interests.
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71
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 2023, 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 2023, the statement of income,
comprehensive income, changes in equity and cash flow for the year then ended, and notes to the
financial statements, including material accounting policy information.
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 2023, and its financial performance and its cash flows for the year then ended in
accordance with the 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 2023, and its financial performance and its cash flows for the year then ended
in accordance with IFRS Accounting 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 5 years from the election by the general meeting of the
shareholders on 23 May 2019 for the accounting year 2019.
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.
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 2023, 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 2023, the statement of income,
comprehensive income, changes in equity and cash flow for the year then ended, and notes to the
financial statements, including material accounting policy information.
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 2023, and its financial performance and its cash flows for the year then ended in
accordance with the 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 2023, and its financial performance and its cash flows for the year then ended
in accordance with IFRS Accounting 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 5 years from the election by the general meeting of the
shareholders on 23 May 2019 for the accounting year 2019.
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.
72
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2 / 5
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
2023 financial statements. Impairment assessments of ships continues to be an area of focus this year.
Key Audit Matters
How our audit addressed the Key Audit Matter
Impairment assessments of ships
The Group holds ships with a carrying amount of
USD 731
596 thousand
on 31 December 2023. The
ships comprise 78% of total assets. Indicators of
impairment were assessed by management and
considered present for the Group’s vessels during
2023 due to decline in freight rates. As such, an
impairment test was deemed n
ecessary.
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
extern
al 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 lower than the fair value less cost of sale.
Consequentl
y, 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 f
ocused on impairment assessments of ships
due to the magnitude of amounts involved and the
high degree of judgement applied by 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, 2
M and 6 to the consolidated
financial statements,
where management explains
the
ir impairment assessment of the ships.
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
Accounting
Standards
and obtained explanations on how the
requirements of IAS 36 were met. We also
assessed the
year-on-year consistency of the
applied
accounting policy. Furthermore, we
evaluated
management’s process and related
control activities for determining estimated
recov
erable amounts.
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
interview
ed
representatives from the broker firms to
unde
rstand 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
found 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
calculation
s. For each cash generating unit, we
assessed the key inputs in the calculation of
value-
in
-use and assessed the mathematical 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 budget
s approved by the Board of Directors
and co
nsidering whether charter hire rates and
utili
sation were consistent with our knowledge of
the industry. We also compared management’s
assessment of charter hire to the external source;
the Baltic Index (BSI 58).
In addition, w
e compared
utilisation levels against historical utilisation for
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Auditors report
3 / 5
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, w
e 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.
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
appears 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 of the Company 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 of the consolidated financial statements of the Group
that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU.
Management is responsible 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.
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4 / 5
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.
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.
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5 / 5
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, actions taken to
eliminate threats or safeguards applied.
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.
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 Belships ASA – Annual Report 2023 (ESEF) 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, 10 April 2024
PricewaterhouseCoopers AS
Tom Notland
State Authorised Public Accountant
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77
78
Corporate governance
as adopted by the Board on 10 April 2024
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
integrity and independence.
Belships’ competitiveness hinges on stakeholders’ and
prospective customers’ trust in the Company’s integrity
and ethical behaviour. Board members, management
and employees will therefore always strive to uphold
and develop trust in the Company. Belships’ values
and ethical 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 achievement
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
governance 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,
strategies and risk profiles for the Company’s business
that are evaluated on a yearly basis. These objectives,
strategies 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 economic, 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 2023, the Group had a total equity
of USD 305.6m, corresponding to an equity ratio of 33
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 of USD
Good corporate governance is a prerequisite for cooperation based on trust between the
long-term growth and the greatest possible value for its shareholders over time.
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128.3m, whilst interest-bearing bank debt amounted to
USD 102.4m. Leasing liabilities at the end of the quarter
amounted to USD 461.0m
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 amortisation 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 authorisation to distribute
dividend at the general meeting in 2024.
AUTHORISATIONS TO THE BOARD OF DIRECTORS
At the general meeting in 2023, the Board was granted
an authorisation 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
authorisation can be used in connection with the
Company’s share option programme for employees.
The authorisation is valid until the general meeting
in 2024, but not longer than 30 June 2024. At the
general meeting in 2023, the Board was also granted
an authorisation 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
authorisation covers more than one purpose, but the
Board is of the view that such authorisation 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 authorisation is valid
until the general meeting in 2024, but not longer
than 30 June 2024. The Board was also granted an
authorisation 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 authorisation is valid until the general
meeting in 2024, but not longer than 30 June 2024. The
authorisation 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 authorisation
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
connection with the announcement of the increase
in capital. The Board has not made any resolutions to
increase the share capital based on the authorisations
granted at the general meeting in 2023.
The Board was given an authorisation at the general
meeting in 2023 to acquire treasury shares. No such
transactions have taken place in 2023.
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
Company’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
considered 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
by-case basis. The Chair of the Board, Peter Frølich, was
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elected to Chair the Company’s annual general meeting
for 2023. 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
nominated 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 individual 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 recommendations
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 of Directors 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 guidelines
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 2023. 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
proposals 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
principally 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 in the annual report.
THE WORK OF THE BOARD OF DIRECTORS
The Board has the final responsibility for the
management and organisation 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 operates 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
description and authority and sets his or her salary and
other compensation. The Board each year produces
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82
an annual 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 Committee has held 5 meetings since
the annual general meeting in 2023.
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 Company. The members of the Remuneration
Committee are independent of the Company.
RISK MANAGEMENT AND INTERNAL CONTROL
The Board is responsible for ensuring that the
Company 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 important areas of exposure to risk
and its internal control arrangements.
REMUNERATION TO THE BOARD
The Company endeavours to grant directors a
remuneration based on market terms, which reflect
the responsibility, 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 remuneration 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
Management 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 Belships ASA, including the Executive Management. In
addition, the Chief Executive Officer has a separate option
arrangement. General meeting has voted separately on
the approval of the authorisation to the Board to issue
shares to honour 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.
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The Company keeps Oslo Stock Exchange, the stock
market and shareholders fully updated through interim
reports, annual reports and press releases on important
events. The Company’s financial calendar, along with its
annual and interim reports, is accessible through both
the Company’s website and the Oslo Stock Exchange
publication system. All shareholders 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
shareholders are treated equally and that the Company’s
operations 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 authorisations or pass any
resolutions 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 themselves 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
discussion 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 implemented 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 procedures together with
the auditor at least annually. The Company’s auditor
is PricewaterhouseCoopers AS. The auditing and
counselling 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
Commercial management
Belships performs all commercial management
in-house and has no related party transactions.
Board Independence
Belships’ Board of Directors consists of seven
members, whereof five are independent. Since
2007, more than 40 per cent of the Board has
been represented by female board members.
Finance and vessel transactions
Belships utilises only external advisors or brokers
in any transactions and no related third parties.
Board Policy
The Board has separate Audit, Remuneration 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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86
Corporate social responsibility
as adopted by the board on 10 April 2024
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
creating 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 reflected in everything we do. They
are an integrated part of how we conduct 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
Responsibility 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
emissions per unit distance than other methods of
transportation when carrying a shipment.
Belships recognises its environmental responsibility
and strives to comply with and maintain high standards
in order to reduce the environmental impact from
its operations. 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 optimise 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.
Continuous efforts are made 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.
Pollution by invasive species carried with ballast water
has become an important issue. All our ships have
ballast water treatment systems in place. Belships is
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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closely monitoring the development of all environmental
regulations. The Company will continue to comply with
all legislation and follow best practices to minimise the
Company’s impact on the environment.
Human rights and labour rights
It is Belships’ policy to integrate attention to human rights
and labour rights into its existing business processes. In
practice, a large part of the human and labour 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 multi-cultural employer,
the Company respects international and local legislation,
including the provision of the International Labour
Organization’s Maritime Labour Convention of 2006 (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 organisation, Belships has a diversified working
environment in which employment, promotions,
responsibility, and job enrichment are based on
qualifications and abilities, and not on gender, age, race,
sexual orientation 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.
Belships’ goal is to run the operations of the Company with
zero fatal accidents. There were no fatal accidents in 2023.
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
onboard the Company’s vessels. The Company will
continue to develop and implement crew welfare
initiatives in order to meet the Company’s ambition 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 Company has adopted best management
practices consistent with the industry standards and
recommendations from governing bodies. Specifically,
all our ships are registered with the EU Naval Force
(Maritime security centre) which co-ordinates ships’
transit schedules with the appropriate naval ships in
the Gulf of Aden and Somali basin. An internal risk
assessment is also made prior to entering 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 2023.
Anti-corruption
Belships believes that corruption prevents well
functioning business processes and curbs economic
development. Belships focuses on transparency in
its business practices, supports free enterprise and
competes in a fair and ethical manner. Corruption or
corrupt behaviour is not accepted by Belships, and we
will actively strive to fight it.
88
BELSHIPS
ANNUAL REPORT 2023
BELSHIPS ASA
Lilleakerveien 6D
P O Box 23 Lilleaker
N-0216 Oslo, Norway
Organisation no.
930 776 793 MVA
www.belships.com