Shareholders Back Euronav Electing Saverys and Fredriksen to Board

Euronav shareholder vote
Shareholders agreed to elect both sides in the ongoing struggle to the supervisory board (file photo)

Published Mar 23, 2023 4:11 PM by The Maritime Executive

The debate for the future strategy and business direction of the large tanker operator Euronav will move to the supervisory board as shareholders largely backed Euronav’s proposal to reconstitute the company at today’s extraordinary shareholder meeting. The company had called for seating representatives from the two large shareholders who have been battling for control while not ousting all the existing board or favoring one side.

The major proxy firms that review shareholder proposals and make recommendations to institutional investors had also backed the idea of an expanded Euronav supervisory board with representatives from both factions. In the end, the institutional investors which hold approximately have of the shares of the company (Saverys and Fredriksen each also hold about a quarter) voted to accept the compromise.

Shareholders voted to maintain three members of the board including chairwoman Grace Reksten Skaugen. Anita Odedra and Carl Trowell also retained their seats but the shareholders approved resolutions for the dismissal of existing directors Steven Smith and Anne-Helene Monsellato. They also rejected three alternate candidates proposed by CBM and the allies of the Saverys.

The compromise called for expanding the board and shareholders approved electing Marc Saverys and Patrick De Brabandere, an ally who is a director of the family’s company CMB and a board member of CMB.TECH. The Saverys had been calling for the ouster of the entire board, opposing the proposed merger with Frontline and criticizing management for moving too slowly toward the transitioning energy markets and sustainability  They won terms that last till the 2026 ordinary general meeting.

The shareholders are also giving John Fredriksen and his ally Cato Stonex seats on the supervisory board till 2026. Fredriksen earlier this year walked away from an agreement to merge Euronav and Frontline to become the world’s largest tanker operator. The companies cited the opposition saying that it had made it clear that the combination would become cumbersome and not be completed as envisioned. Fredriksen wanted to pursue the opportunities in the oil sector citing efficiencies of scale for the combined company, but after announcing that Frontline would not proceed with the offering continued to buy shares of Euronav.

“I welcome the new directors and look forward to working with the enlarged board to pursue our strategy of profitable growth and value-creation in the interest of all shareholders,” Skaugen said after announcing the outcome of the shareholder vote. The new board totals seven with the three existing directors deemed by securities law as the independent directors with the represents of CBM and Frontline being non-independent as they are shareholders.

Some shareholders however expressed disappointment after the meeting pointing out that the two controlling shareholders, if they could agree on any points, would control the board representing four of the seven seats. Others pointed out the difficulties the two factions would have in reaching any agreement. Analysts have also speculated that the structure could lead to elements of dysfunction in the boardroom.

Euronav requested an arbitration hearing after Frontline said it would not proceed with the merger. Management however has said that they expect to proceed as an independent company, not actively looking for alternative deals. A decision on the arbitration, or possibly a settlement with Frontline, is likely to take months or longer.

Previously the Saverys family said it wanted to engage in a dialogue with management about the strategy and direction continuing to advocate for its proposals for an increased focus on sustainability. The vote brings to close the public struggle for control but likely shifts the venue to the boardroom.