Corporate Governance

As a company incorporated in Bermuda, Höegh LNG is subject to Bermuda law regarding corporate governance. As the company has bonds issued and listed on Oslo stock exchange, the Oslo Rulebook II – Issuer Rules Section 6 (Continuing obligations for issuers of bonds) applies to the company, including section 6.3.6 Report on Corporate Governance.

Annual General Meeting

The Annual General Meeting is Höegh LNG's highest decision-making body. The Annual General Meeting resolves among others the appointment of the Auditor, election of the Board of Directors and the determination of remuneration for the Directors.

The Board of Directors

The Board of Directors may consist of up to ten Directors appointed by the Annual General Meeting, however currently the Board has seven members.

The Board has among its tasks to decide on the Group's overall objectives and strategies, employ the Chief Executive Officer and President of Höegh LNG, decide on budgets and business plans, consider and approve financial statements and quarterly financial reports, monitor the financial development, and decide on policy issues with strategic implications and material consequences. The work of the Board is scheduled in an annual plan with fixed information- and decision points and if required, interim board meetings are arranged. The Board of Directors has established sub-committees, including a Coordination Committee and a Capital Structure Committee.

The Board has authorised Höegh LNG AS, a wholly owned management company, to carry out the day-to-day management of the assets under a management agreement comprising administrative, commercial and technical activities.

The Auditor

The Auditor is appointed by the Annual General Meeting and has the duty to audit the Company's financial reporting. Höegh LNG's auditor is currently Ernst & Young. In order to safeguard the Board of Directors' access and control of the Auditor's work, the Auditor meets with the Audit Committee and once a year with the full Board. The auditor receives all documentation for and minutes from all Board meetings.

Management

Thor Jørgen Guttormsen , Interim President and Chief Executive Officer

Thor Jørgen Guttormsen has served as interim President and Chief Executive Officer of Höegh LNG Holdings Ltd. since November 2021. He was a director of Höegh LNG Holdings Ltd. from 2006 to 2011 and an alternate director from 2011 to 2021 and a director of Höegh LNG AS from 2006 to 2021. He recently held the position of CEO of Höegh Autoliners from 2019 to 2020 and now serves as a director. He has been CEO of Leif Höegh & Co from 1992 to 2008. Previously, he has held positions as Manager in Price Waterhouse and IKO Strategy AS and as CEO of JSA Holding BV (a Paris based shipping company). Thor Jørgen has been President of the Norwegian Shipowners Association and a Board member of BIMCO and ECSA. He is presently on the Boards of Telenor Maritime and Danmarks Skibskredit. Thor Jørgen holds an MSc from The Norwegian School of Economics and Business Administration (NHH) and has participated in the International Executive Program at the Institute for Management Development (IMD) in Lausanne, Switzerland. He is a Norwegian citizen and resides in Norway.

Håvard Furu, Chief Financial Officer

Håvard Furu (born 1974) has served as Chief Financial Officer for Höegh LNG through his employment with Höegh LNG AS since March 2019. He has served as interim CEO of Höegh LNG Partners LP since November 2021 and has served as Chief Financial Officer for Höegh LNG Partners LP since August 2020. From 2017 until February 2019, Mr. Furu served as the chief financial officer of the law firm Wikborg Rein. From 2009 to 2017, he was the chief financial officer of Western Bulk, a drybulk carrier operator. From 2005 to 2009, Mr. Furu was employed by BW Gas in various positions within the finance area, including Assistant Director Strategy and Finance. From 1997 until 2005 he held various positions within auditing with PriceWaterhouse Coopers. Mr. Furu holds a BSc Economics and Business Administration as well as being a Chartered Accountant from the Norwegian School of Business Administration (NHH) in Bergen, Norway. He is a Norwegian citizen and resides in Norway.

Thomas Thorkildsen, Chief Commercial Officer

Thomas Thorkildsen (born 1972) has served as Chief Commercial Officer for Höegh LNG since March 2022. Prior to that he served as Senior Vice President, Sales & Marketing since August 2018 and SVP Business Development since September 2013. Thomas has worked in a number of commercial roles in Höegh LNG and other LNG industry entities since his commencement with the Company in 2004 including chartering, S&P, commercial management and FSRU business development. Thomas has a BSC in Nautical Science from Vestfold Maritime College and an MSC in Shipping Trade and Finance from Bayes business school in London. He is a Norwegian citizen and resides in Norway.

Vegard Hellekleiv, Chief Operations Officer

Vegard Hellekleiv (born 1969) has served as Chief Operations Officer since 2017 and prior to that he was Chief Technical Officer since 2013. He has been employed with Höegh LNG AS and its predecessors since 1998. He worked 3 years in DNV after graduating, and has gained 20 years of experience working with business development, site supervision, ship management and execution of capital projects. He holds a Master of Science in marine technology from NTNU in Trondheim. He is a Norwegian citizen and resides in Norway.

Tom Solberg, Chief of Staff

Tom Solberg (born 1971) serves as Chief of Staff of the group through his employment with Höegh LNG AS since 2015. He holds a Bachelor of Science in Sociology, International Politics & Labour Law from the University of Oslo and a Master of Science in Human Resources Management from the University of Salford, UK. Mr Solberg has extensive experience from HR, Management and Communication. He is a Norwegian citizen and resides in Norway.

Camilla Nyhus-Møller, Chief Legal & Compliance Officer

Camilla Nyhus-Møller (born 1976) has served as the Chief Legal & Compliance Officer through her employment with Höegh LNG AS since 2018 and has been Head of Legal & Compliance in Höegh LNG since 2010, latest as SVP Legal & Compilance. Before that she was legal counsel for Höegh LNG and Höegh Autoliners, an associate in the Norwegian law firm BAHR and a foreign lawyer trainee with the US law firm Holland & Knight. She is also a member of the Merkur Market Appeals Committee. She has more than 15 years’ experience in the shipping and offshore sector. Camilla Nyhus-Møller has her law degree (cand.jur.) from the University of Oslo, Norway. She is a Norwegian citizen and resides in Norway.

Øivin Iversen, Chief of Projects

Øivin Iversen (born 1969) has served as Chief of Projects since March 2022. He has previously worked as Chief Technical Officer since 2017. He has worked with development of LNG carriers and floating LNG terminals solutions for more than 25 years holding various technical and commercial positions. At Höegh LNG he has been involved in the development of Floating Regasification and Storage Units (FSRU) and was heading the development of the Floating Liquefaction Units (FLNG). He holds a Master Degree in naval architecture. He is a Norwegian citizen and resides in Norway.

Board of Directors

Morten W. Høegh, Chairman
Audit Committee Member

Morten W. Høegh has served as chairman of Höegh LNG since 2006 and is a member of the company’s governance, compliance and compensation committee. Morten W. Høegh has served as a director of Höegh LNG Partners LP since 2014. He also serves as chairman of Leif Höegh (U.K.) Limited. Since 2003 he has been a director of Höegh Autoliners Holdings AS (and its predecessors Leif Höegh & Co. ASA, Leif Höegh & Co. Ltd. and Höegh Autoliners Ltd.). Morten W. Høegh is a director of Höegh Eiendom Holdings AS. He is a director and Chairman of Gard P&I (Bermuda) Ltd. and chairman of its risk and election and governance committees and a director and chairman of certain of its subsidiaries. He also serves as the Chairman of the West Europe committee of DNV. From 1998 to 2000, Morten W. Høegh worked as an investment banker with Morgan Stanley. He holds an MBA from Harvard Business School with High Distinction (Baker Scholar) and an MSc in Ocean Systems Management and a BSc in Ocean Engineering from the Massachusetts Institute of Technology. He is a Norwegian citizen and resides in the UK.

Leif O. Høegh, Deputy Chairman
Governance, Compliance and Compensation Committee Member

Leif O. Høegh has served as a director of Höegh LNG since 2006 and previously as deputy chairman and is a member of the company’s audit committee. He is also the chairman of Höegh Autoliners Holdings AS and Höegh Eiendom Holdings AS. Leif O. Høegh worked for McKinsey & Company and the Royal Bank of Canada Group. He holds an MA in Economics from the University of Cambridge and an MBA from Harvard Business School. Leif O. Høegh is a Norwegian citizen and resides in Norway.

Martine Vice Holter, Director

Martine Vice Holter has served as a director of Höegh LNG since May 2021. Martine Vice Holter has been the Chief Executive Officer of Hoegh Capital Partners (HCP) for over a decade. HCP is a family investment office co-located in London and Oslo which manages all of the investment interests of the Hoegh family. Martine Vice Holter oversees a multi-asset class investment portfolio which includes direct investments (both private and public) and financial assets (managed through in-house portfolio managers as well as allocations to third party fund managers). The group embraces an active ownership approach; she is shareholder representative and/or non-executive director on several direct investment boards in the portfolio. Sector focus includes: shipping and transportation; real estate; East Africa agriculture; and media. Corporate actions include: IPOs, M&A, fund-raisings, refinancing, restructurings. Born in Canada, Martine Vice Holter has lived and worked in the US, Asia and Europe and has experience working in Africa. Prior to HCP, she was Chief Operating Officer of Arts Alliance Advisors, a venture capital fund focused on early stage media and technology investments (from 2000- 2005). Previously, she worked as a management consultant at McKinsey & Company based in London where she focused on strategy, finance and organisation-building. She began her career in investment banking (corporate finance and M&A) with Goldman Sachs in New York followed by Hong Kong. Martine received her MBA from INSEAD (1994) and graduated with a Bachelor of Arts (Honours) joint in Economics and Political Science from Queen’s University, Canada. She is a dual Canadian and British citizen and resides in London.

Alberto Donzelli

Alberto Donzelli has served as a director of Höegh LNG since May 2021. Alberto Donzelli is a Managing Director and co-head of Europe for Morgan Stanley Infrastructure Partners (MSIP). Alberto worked in the investment banking businesses of UBS and Credit Suisse, where he was part of the European Utilities Group advising on numerous M&A transactions in Europe. Alberto holds a degree in Business Administration from Bocconi University.

Johan Pfeiffer, Director

Johan Pfeiffer has served as deputy chairman of Höegh LNG since May 2021. Johan Pfeiffer is a Managing Director and Operating Partner with Morgan Stanley Infrastructure Partners (MSIP). He serves on the board of several companies in the MSIP portfolio. Prior to Morgan Stanley, Johan Pfeiffer was the President for Europe, Latin America and Africa for Johnson Controls and previously Tyco. Prior to Johnson Controls, Johan Pfeiffer was a Vice President for FMC Technologies in Houston and General Manager and Managing Director in Kongsberg, Norway. Johan Pfeiffer was previously the Vice Chairman of the US Petroleum Equipment and Services Association. He holds an MBA from the Wharton School, an MA in International Studies from the University of Pennsylvania, and an MSC in Material Sciences Engineering from the Swiss Federal Institute of Technologies (EPFL).

John Kwaak

John Kwaak has served as a director of Höegh LNG since May 2021. John is a Managing Partner of Zero Infinity Partners (ZIP), a firm he founded. ZIP is an investment firm focused on infra-tech, climate-tech, and sustainable real assets opportunities. Previously, John served as an Executive Director of Morgan Stanley Infrastructure Partners (MSIP) covering energy and transport sectors. Prior to that, he worked for Fortress Investment Group in their private equity division, and Evercore Partners in the Transportation & Infrastructure Group. He also served as First Lieutenant in the Republic of Korea Air Force. John received his MBA from the Wharton School of the University of Pennsylvania and an AB in Government from Harvard College.

Tonesan Amissah, Director

Tonesan Amissah has served as our director since June 2021. Tonesan Amissah is the Managing Director of Appleby Global Services Bermuda (“AGS”), where she oversees all aspects of client service and is a former partner of Appleby (Bermuda) Limited (“Appleby”), where she practiced within the corporate department as a member of the corporate finance and funds & investment services teams, having joined Appleby in 1989. She also serves as a director of Höegh LNG Partners LP and a number of other companies, the majority of which are clients of AGS. Tonesan Amissah holds a law degree from the London School of Economics and Political Science and qualified as a Barrister at Holborn Law Tutors in 1988. She is a member of the Bermuda Bar Association, the Institute of Directors and has been an accredited speaker for the Regulatory and Compliance Association since 2015.