Corporate governance

BWSC has a governance structure laying down how our business is led and controlled. Our code of conduct, policies and procedures are key elements together with our two-tier management structure with a Board of Directors and an Executive Management.

Ownership

BWSC is 100% owned by Mitsui E&S Holdings Co., Ltd., Tokyo, Japan (Mitsui E&S) through the company Mesco Denmark A/S. Mitsui E&S is listed on the Tokyo Stock Exchange. The financial statements of BWSC are consolidated into the financial statements of Mitsui E&S. Further information is available on www.mes.co.jp.

Board of Directors

BWSC’s Board of Director members are elected every year at the Annual General Meeting. The Board of Directors consists of five members and comprises one representative from the ultimate parent company Mitsui E&S, two external members and two employee-elected members serving a four-year term. The current term for the employee-elected members runs until 2024. The chairman of the Board of Directors is Torkil Bentzen, an external member, and the deputy chairman Taketsune Matsumura, is a representative from the ultimate parent company. The nationalities of the members are one Japanese and four Danes.

The members contribute with valuable knowledge and experience in areas such as EPC, operation and maintenance, service as well as general management and finance.

Material directorships in other companies, held by the Board of Directors can be found on page 46 of this report.

The Board of Directors meets at least four times a year. BWSC’s Executive Management is represented at the board meetings. Other members of the Management Group attend board meetings based on topics being discussed. Besides the four annual meetings, the Board of Directors and the Management Group also have an annual strategy seminar to review the plans for the years to come. In 2021, four ordinary and three extraordinary board meetings were held. Executive Management keeps the Board of Directors informed of the company’s key development and performance, through monthly and quarterly reports.

Audit, Risk & Compliance committee

The Audit, Risk & Compliance committee oversees the audit and financial reporting, the risk management and internal controls and the compliance activities of the Company. The appointed members of the committee are Michael Hedegaard Lyng as chairman and Torkil Bentzen as ordinary member. The committee holds at least three yearly meetings. During 2021 the committee has held six meetings.

Management

The Executive Management of BWSC consists of Nikolaj Holmer Nissen, CEO and Benny Lynge Sørensen, CFO. The Management Group consists of the Executive Management as well as a Senior Vice President (SVP) for each business area and for the corporate function People & Compliance. The Senior Vice Presidents are: Flemming Juel Jensen, Service; Jan Kristoffersen, Project Execution; Karsten Valsted Larsen, Operation & Maintenance, and Natascha Linn Felix who was announced as SVP, People & Compliance on 15 June 2021.

On 1 January 2021 Toshihiko Uchida, Mitsui E&S Liaison officer, was announced a member of the management group.

The wider management of BWSC consists of directors, department- and site managers.

2021 Highlight

Critical infrastructure for Suriname

In April 2021 we successfully handed over the DPP2 Bemland 42 MW project to increase power supply for the Surinamese people.

The COVID-19 pandemic, which broke out shortly after the contract was signed in January 2020, complicated matters, but we succeeded in handing over the project with only 20 days of delay, due to force majeure only.

Remuneration

The members of the Board of Directors receive a fixed annual fee. The Chairman receives double the base amount of the ordinary board members. If a Board of Directors committee is set up, the members may receive a fee for the assignment. The members of the Audit, Risk & Compliance committee receive an additional fixed annual fee for their role in the committee; and the fee to the chairman of the committee is double the fee to the ordinary member. The BWSC Executive Management and Management Group members receive a fixed salary and a cash bonus. The bonus scheme is based on individual goals and the company’s overall result. Any changes to the remuneration for the Executive Management and Management Group must be approved by the Chairman of the Board of Directors. Total remuneration for the Board of Directors and the Executive Management is presented in note 2.2 to the financial statements.

2021 Highlight Affordable and cleaner energy for the people of Guam

In 2021 the Piti Power Station on the Pacific Island of Guam engaged BWSC to convert its plant from heavy fuel oil (HFO) to ultra-low-sulphur diesel (ULSD). The project shows a path forward for other diesel-based plants to comply with tightening emissions regulations.

The project started in March 2021 and is expected to run well into 2022. The project will ensure compliance with US EPA legislation by reducing the station’s sulphur dioxide (SO2) and carbon monoxide (CO) emissions. It will increase thermal efficiency, reduce maintenance costs, and retain capacity reserve during Guam’s transition to renewables.

Compliance and behaviour

Understanding external expectations, working diligently to meet external requirements and living by the BWSC Business Code of Conduct is fundamental at BWSC. How BWSC operates within these principles is described in more detail in the Sustainability section page 38-39.

Audit

KPMG was re-elected as BWSC’s auditors for 2021 and will be proposed as auditors for 2022 at the Annual General Meeting. The auditors have been elected based on the recommendation from the ultimate parent company. The auditors participate in the Audit, Risk & Compliance committee’s meeting regarding the annual report and in other meetings of the committee when relevant. At least twice a year, the auditors prepare an auditors’ long-form report for the Board of Directors which gives an overview of for instance the Group audit plan, observations and recommendations.

Group structure

A subsidiary or a branch is established to enable BWSC to perform the activities in the country where power plants are operated, maintained or service is carried out. In note 6.7 to the financial statements, BWSC subsidiaries and equity interests are listed.

Financial year

2021 is the Company’s 42nd financial year.