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The <strong>Odfjell</strong> and<br />
Lindsay Goldberg<br />
Joint Venture<br />
By Martijn Barnas<br />
Following the recent conclusion of the joint venture with Lindsay Goldberg,<br />
we take this opportunity to explain the structure of the joint venture (“JV”).<br />
Following the recent conclusion of the<br />
joint venture with Lindsay Goldberg,<br />
we take this opportunity to explain the<br />
structure of the joint venture (“JV”),<br />
The JV was formed to further strengthen<br />
and expand our terminal business in<br />
both North America and Europe, hence<br />
the Houston, Charleston and Rotterdam<br />
terminal facilities are now part of the<br />
JV. We have retained the management<br />
responsibility to operate the daily business<br />
and affairs of these facilities.<br />
We have retained a 51% share in the<br />
economic and legal ownership of the JV.<br />
In recognition of the long term partnership<br />
with Lindsay Goldberg, the JV has<br />
three corporate levels through which<br />
its business and affairs are run: the<br />
Management Board, the Supervisory<br />
Board and the General Meeting.<br />
Management Board<br />
The management of the joint venture<br />
company is carried out by the<br />
Management Board of <strong>Odfjell</strong> Terminals<br />
General Partner B.V. (“OTGP”) consisting<br />
of two members; Mr. Dave Ellis<br />
and Mr. Geert Eijsink, who heads the<br />
North American and European activities<br />
respectively. The members of the<br />
Management Board are appointed by<br />
the General Meeting of OTGP, upon a<br />
binding nomination consisting of two<br />
persons by <strong>Odfjell</strong>.<br />
The Management Board is entrusted<br />
with the management of the JV and is<br />
responsible for the day-to-day business<br />
including commercial, operational<br />
and technical matters as well as the<br />
management and administration<br />
of OTGP. The Management Board is<br />
subject to supervision and control by<br />
the Supervisory Board.<br />
Supervisory Board<br />
OTGP has a Supervisory Board, consisting<br />
of six members, three from <strong>Odfjell</strong><br />
(Mr. Laurence <strong>Odfjell</strong>, Mr. Atle Knutsen<br />
and Mr. Terje Iversen) and three from<br />
Lindsay Goldberg (Mr. Lance Hirt,<br />
Mr. Michael Dees and Mr. Egil Bodd).<br />
Laurence <strong>Odfjell</strong> serves as the Chairman<br />
of the Supervisory Board.<br />
The members of the Supervisory Board<br />
are appointed by the General Meeting<br />
for a period of two years.<br />
The duty of the Supervisory Board is not<br />
only to supervise the Management Board<br />
but also the general course of affairs in<br />
the JV and the business connected with<br />
it. It assists the Management Board with<br />
advice and in performing their duties.<br />
The Supervisory Board members shall<br />
act in accordance with the interests of<br />
the JV and of the business connected<br />
thereto. Major decisions affecting the<br />
business of the JV companies require the<br />
unanimous consent of the Supervisory<br />
Board.<br />
General Meeting<br />
The General Meeting of OTGP is the<br />
highest corporate body within the JV.<br />
The General Meeting shall amongst<br />
other things, be responsible for the<br />
adoption of the annual accounts, inclusive<br />
the distribution of the JV profits.<br />
Michael Dees<br />
Egil Bodd<br />
Terje Iversen<br />
Lance Hirt<br />
Laurence <strong>Odfjell</strong><br />
Atle Knutsen<br />
NR.04/ 11<br />
21<br />
odfjell quarterly magazine
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