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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/07/24 GasLog Partners LP 20-F 12/31/23 117:16M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 20-F Annual or Annual-Transition Report by a Foreign HTML 3.20M Non-Canadian Issuer 2: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, HTML 39K Liquidation or Succession 3: EX-4.6 Instrument Defining the Rights of Security Holders HTML 3.80M 4: EX-8.1 Opinion of Counsel re: Tax Matters HTML 35K 7: EX-13.1 Annual or Quarterly Report to Security Holders HTML 32K 8: EX-13.2 Annual or Quarterly Report to Security Holders HTML 32K 9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 66K Awarded Compensation 5: EX-12.1 Statement re: the Computation of Ratios HTML 35K 6: EX-12.2 Statement re: the Computation of Ratios HTML 35K 15: R1 Document and Entity Information HTML 116K 16: R2 Consolidated statements of financial position HTML 104K 17: R3 Consolidated statements of financial position HTML 46K (Parenthetical) 18: R4 Consolidated statements of profit or loss and HTML 66K total comprehensive income or loss 19: R5 Consolidated statements of changes in partners' HTML 81K equity 20: R6 Consolidated statements of cash flows HTML 123K 21: R7 Consolidated statements of cash flows HTML 42K 22: R8 Organization and Operations HTML 114K 23: R9 Material Accounting Policies HTML 85K 24: R10 Tangible fixed assets HTML 77K 25: R11 Leases HTML 65K 26: R12 Trade and Other Receivables HTML 42K 27: R13 Partners' Equity HTML 139K 28: R14 Borrowings HTML 66K 29: R15 Other Payables and Accruals HTML 44K 30: R16 Revenues HTML 44K 31: R17 Voyage Expenses and Commissions HTML 42K 32: R18 General and Administrative Expenses HTML 46K 33: R19 Vessel Operating Costs HTML 44K 34: R20 Net Financial Income and Costs HTML 54K 35: R21 Related Party Transactions HTML 81K 36: R22 Commitments and Contingencies HTML 41K 37: R23 Financial Risk Management HTML 149K 38: R24 Capital Risk Management HTML 44K 39: R25 Derivative Financial Instruments HTML 103K 40: R26 Cash Flow Reconciliations HTML 126K 41: R27 Share-based Compensation HTML 84K 42: R28 Taxation HTML 33K 43: R29 Subsequent Events HTML 32K 44: R30 Material Accounting Policies (Policies) HTML 123K 45: R31 Organization and Operations (Tables) HTML 104K 46: R32 Material Accounting Policies (Tables) HTML 35K 47: R33 Tangible fixed assets (Tables) HTML 74K 48: R34 Leases (Tables) HTML 63K 49: R35 Trade and Other Receivables (Tables) HTML 41K 50: R36 Partners' Equity (Tables) HTML 126K 51: R37 Borrowings (Tables) HTML 44K 52: R38 Other Payables and Accruals (Tables) HTML 43K 53: R39 Revenues (Tables) HTML 42K 54: R40 Voyage Expenses and Commissions (Tables) HTML 42K 55: R41 General and Administrative Expenses (Tables) HTML 45K 56: R42 Vessel Operating Costs (Tables) HTML 44K 57: R43 Net Financial Income and Costs (Tables) HTML 53K 58: R44 Related Party Transactions (Tables) HTML 81K 59: R45 Commitments and Contingencies (Tables) HTML 40K 60: R46 Financial Risk Management (Tables) HTML 143K 61: R47 Capital Risk Management (Tables) HTML 44K 62: R48 Derivative Financial Instruments (Tables) HTML 98K 63: R49 Cash Flow Reconciliations (Tables) HTML 129K 64: R50 Share-based Compensation (Tables) HTML 86K 65: R51 Organization and Operations (Details) HTML 62K 66: R52 Organization and Operations - Composition of group HTML 72K (Details) 67: R53 Material Accounting Policies - Going concern HTML 39K (Details) 68: R54 Material Accounting Policies - Tangible fixed HTML 41K assets (Details) 69: R55 Material Accounting Policies - Segment information HTML 31K (Details) 70: R56 Material Accounting Policies - Critical accounting HTML 34K judgments and key sources of estimation uncertainty (Details) 71: R57 Tangible fixed assets (Details) HTML 70K 72: R58 Tangible fixed assets - Impairment (Details) HTML 38K 73: R59 Leases - Movements in right-of use assets HTML 43K (Details) 74: R60 Leases - Additional information (Details) HTML 50K 75: R61 Leases - Analysis of the lease liabilities HTML 42K (Details) 76: R62 Trade and Other Receivables (Details) HTML 39K 77: R63 Partners' Equity (Details) HTML 74K 78: R64 Partners' Equity - Partnership's capital (Details) HTML 54K 79: R65 Partners' Equity - Cash distribution (Details) HTML 74K 80: R66 Partners' Equity - Voting Rights (Details) HTML 42K 81: R67 Partners' Equity - General Partner Interest HTML 33K (Details) 82: R68 Partners- Equity - Preference Units (Details) HTML 57K 83: R69 Partners' Equity - Partnership's preference unit HTML 44K repurchase programme (Details) 84: R70 Borrowings (Details) HTML 42K 85: R71 Borrowings - Terminated Facilities (Details) HTML 124K 86: R72 Borrowings - Securities Covenants and Guarantees HTML 55K (Details) 87: R73 Borrowings - Loan From Related Parties (Details) HTML 48K 88: R74 Other Payables and Accruals (Details) HTML 41K 89: R75 Revenues (Details) HTML 47K 90: R76 Voyage Expenses and Commissions (Details) HTML 35K 91: R77 General and Administrative Expenses (Details) HTML 42K 92: R78 Vessel Operating Costs (Details) HTML 37K 93: R79 Net Financial Income and Costs (Details) HTML 50K 94: R80 Related Party Transactions - Balances (Details) HTML 43K 95: R81 Related Party Transactions - Summary of HTML 53K Transactions (Details) 96: R82 Related Party Transactions - General (Details) HTML 48K 97: R83 Commitments and Contingencies (Details) HTML 46K 98: R84 Financial Risk Management - Interest Rate Risk and HTML 59K Currency Risk (Details) 99: R85 Financial Risk Management - Liquidity Risk HTML 87K (Details) 100: R86 Financial Risk Management - Credit Risk (Details) HTML 49K 101: R87 Capital Risk Management (Details) HTML 49K 102: R88 Derivative Financial Instruments - Fair value of HTML 40K derivative assets and liabilities (Details) 103: R89 Derivative Financial Instruments - Interest rate HTML 64K swaps held for trading (Details) 104: R90 Derivative Financial Instruments - Derivative HTML 35K contracts (Details) 105: R91 Derivative Financial Instruments - Gain on HTML 58K Derivatives (Details) 106: R92 Cash Flow Reconciliations - Reconciliation of HTML 77K borrowings, derivatives and leases (Details) 107: R93 Share-based Compensation - 2015 Plan (Details) HTML 40K 108: R94 Share-based Compensation - RCUs movement (Details) HTML 53K 109: R95 Share-based Compensation - PCUs movement (Details) HTML 56K 110: R96 Share-based Compensation - Expense and liability HTML 35K (Details) 111: R97 Taxation (Details) HTML 37K 112: R98 Subsequent Events (Details) HTML 38K 114: XML IDEA XML File -- Filing Summary XML 211K 117: XML XBRL Instance -- glop-20221231x20f_htm XML 3.47M 113: EXCEL IDEA Workbook of Financial Report Info XLSX 217K 11: EX-101.CAL XBRL Calculations -- glop-20221231_cal XML 194K 12: EX-101.DEF XBRL Definitions -- glop-20221231_def XML 855K 13: EX-101.LAB XBRL Labels -- glop-20221231_lab XML 1.61M 14: EX-101.PRE XBRL Presentations -- glop-20221231_pre XML 1.30M 10: EX-101.SCH XBRL Schema -- glop-20221231 XSD 325K 115: JSON XBRL Instance as JSON Data -- MetaLinks 405± 624K 116: ZIP XBRL Zipped Folder -- 0001104659-24-031663-xbrl Zip 943K
Page | (sequential) | (alphabetic) | ↑Top | ||
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1 | 1st Page – Filing Submission | ||||
" | Purpose | ||||
" | Administration | ||||
" | Covered Individual | ||||
" | Recovery of Excess Incentice Compensation | ||||
" | Governing Law | ||||
" | Miscellaneous Provisions | ||||
" | Definitions |
Exhibit 97.1
INCENTIVE COMPENSATION RECOVERY POLICY
Effective: 1 December 2023
Incentive Compensation Recovery Policy
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Page 2 of 8
Incentive Compensation Recovery Policy
1. |
This Incentive Compensation Recovery Policy (this “Recovery Policy”) is adopted by each of GasLog Ltd., a Bermuda exempted company (the “Company”), and GasLog Partners LP, a Marshall Islands limited partnership (together with the Company, the “Adoptees”), as of 1 December 2023 as required by Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 under the Exchange Act and the applicable New York Stock Exchange Listing Standards (collectively, the “Recovery Rules”). The purpose of this Recovery Policy is solely to comply with the Adoptees’ obligations under the Recovery Rules and is not intended to obligate the Adoptees to recover more than necessary to comply with the Recovery Rules. This Recovery Policy is intended to apply independently of all other clawback, recoupment or forfeiture policies, agreements or other arrangements of the Adoptees (collectively, “Other Clawback Policies”).
2. |
This Recovery Policy shall be administered by the Compensation Committee of the Board of Directors (the “Board”) of the Company (the “Compensation Committee”) on behalf of each of the Adoptees. The Compensation Committee shall have the full power and authority to interpret, and make determinations under, this Recovery Policy, consistent with the Recovery Rules. All determinations and decisions made by the Compensation Committee pursuant to this Recovery Policy shall be final, conclusive and binding on all persons, including each member of the GasLog Group (as defined below), its respective affiliates, equityholders and employees. In the absence of the Compensation Committee, a majority of the independent directors serving on the Board shall administer this Recovery Policy as set forth in this paragraph.
3. |
Each Executive Officer (as defined below) shall be subject to this Recovery Policy and shall be required to execute a Recovery Policy Participation Agreement in the form attached as Exhibit A hereto. Failure by an Executive Officer to execute a Recovery Policy Participation Agreement shall have no impact on the applicability or enforceability of this Recovery Policy.
4. |
In the event an Adoptee is required to prepare a Covered Financial Restatement (as defined below), such Adoptee shall seek reasonably promptly the recovery of any Excess Incentive Compensation (as defined below) received by an Executive Officer during the three completed fiscal years immediately preceding the applicable Triggering Date (as defined below) (or any transition period that results from a change in such Adoptee’s fiscal year within or immediately following such three completed fiscal years); provided, however, that a transition period between the last day of such Adoptee’s previous fiscal year-end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be considered a completed fiscal year for purposes of this Recovery Policy. The Adoptees’ obligations to recover Excess Incentive Compensation from an Executive Officer is not dependent on if, or when, the applicable restated financial statements are filed. Unless otherwise specified by the Compensation Committee, an Executive Officer shall be required to forfeit or repay the Excess Incentive Compensation within 90 days following the date such Executive Officer is informed that such Executive Officer has
Page 3 of 8
Incentive Compensation Recovery Policy
received Excess Incentive Compensation from the GasLog Group. For the avoidance of doubt, any action by an Adoptee to recover Excess Incentive Compensation under this Recovery Policy from an Executive Officer shall not, whether alone or in combination with any other action, event or condition, be deemed (i) to give rise to status as a “good leaver” or term of similar import or to serve as a basis for a claim of constructive termination under any benefit or compensation arrangement applicable to such Executive Officer, or (ii) to constitute a breach of a contract or other arrangement to which such Executive Officer is party.
Subject to the Recovery Rules, the Compensation Committee shall have discretion to determine the method by which Excess Incentive Compensation shall be recovered from the applicable Executive Officers provided that (i) to the extent the applicable Excess Incentive Compensation consists of amounts that have been received by, but not yet paid to, such Executive Officer, such unpaid amounts shall be forfeited and (ii) to the extent any remaining Excess Incentive Compensation consists of amounts paid to such Executive Officer in cash or Company common shares that are still held by such Executive Officer, such Executive Officer shall be entitled to repay such amount either in cash or such Company common shares, as applicable. For the avoidance of doubt, any Excess Incentive Compensation received by an Executive Officer that has subsequently been forfeited prior to payment thereof (including as a result of termination of employment or breach of contract) shall be deemed to have been repaid in accordance with this Recovery Policy. To the extent that the application of this Recovery Policy would provide for recovery of Excess Incentive Compensation that an Adoptee recovers pursuant to Section 304 of the Sarbanes-Oxley Act or Other Clawback Policies, the amount the relevant Executive Officer has already reimbursed such Adoptee will be credited to the required recovery under this Recovery Policy.
The Adoptees must recover Excess Incentive Compensation pursuant to this Recovery Policy except to the extent the conditions of (i), (ii) or (iii) of this sentence are satisfied, including the Adoptees’ compliance with any additional requirements set forth in the applicable Recovery Rules related thereto, and the Compensation Committee has made a determination that recovery would be impracticable: (i) the direct expense paid to a third party to assist in enforcing this Recovery Policy would exceed the amount to be recovered; (ii) recovery would violate home country law of the Adoptee where the applicable law was adopted prior to November 28, 2022; or (iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Adoptee to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
5. |
This Recovery Policy shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of law thereof or of any other jurisdiction. Any dispute, controversy or claim arising out of or relating to this Recovery Policy shall be determined exclusively in the United States District Court for the Southern District of New York located in the Borough of Manhattan, or the courts of the State of New York, located in the Borough of Manhattan, in the event the United States District Court for the Southern District of New York does not have subject matter jurisdiction over the matter at hand. IN CONNECTION WITH ANY
Page 4 of 8
Incentive Compensation Recovery Policy
DISPUTE HEREUNDER, EACH PARTY WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY. The parties shall each bear their own expenses in connection with any dispute under or relating to this Recovery Policy.
6. |
This Recovery Policy shall only apply to Incentive Compensation received on or after October 2, 2023. The Board may amend this Recovery Policy from time to time in its sole and absolute discretion. This Recovery Policy shall not limit the rights of an Adoptee to take any other actions or pursue other remedies that such Adoptee may deem appropriate under the circumstances and under applicable law. This Recovery Policy and determinations and decisions made by the Compensation Committee pursuant to this Recovery Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.
This Recovery Policy shall operate independently with respect to each of the Adoptees and shall be interpreted accordingly. In particular, each of the Adoptees shall have its own set of Executive Officers (which may overlap in whole or in part) and a Covered Financial Restatement with respect to one Adoptee shall not result in the requirement under this Recovery Policy to recover Incentive Compensation received by individuals who are solely Executive Officers of the other (and have been for all applicable periods).
7. |
“Covered Financial Restatement” means an accounting restatement required due to material noncompliance by an Adoptee with any financial reporting requirements under the U.S. federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The following shall not constitute a Covered Financial Restatement: (i) out-of-period adjustments; (ii) retrospective application of a change in accounting principle; (iii) retrospective revision to reportable segment information due to a change in the structure of the internal organization of the GasLog Group; (iv) retrospective reclassification due to a discontinued operation; (v) retrospective application of a change in reporting entity, such as from a reorganization of entities under common control; (vi) retrospective revision for share splits, reverse share splits, share dividends or other change in capital structure; and (vii) retrospective adjustment to provisional amounts in connection with a prior business combination.
“Excess Incentive Compensation” means (i) the amount of Incentive Compensation received by an Executive Officer in excess of the amount that would have been received had it been determined based on the restated Financial Reporting Measure following the completion of a Covered Financial Restatement, and (ii) any other compensation that is computed based on, or otherwise attributable to, the amounts described in clause (i), in each case, as determined by the Compensation Committee in accordance with the Recovery Rules. The amount of Excess
Page 5 of 8
Incentive Compensation Recovery Policy
Incentive Compensation shall be determined on a gross basis without regard to any taxes owed or paid by the Executive Officer on the receipt or settlement of the Incentive Compensation. For Incentive Compensation based on share price or total shareholder return, where the amount of Excess Incentive Compensation is not subject to mathematical recalculation directly from the information in an accounting restatement, the amount shall be based on a reasonable estimate of the effect of the accounting restatement on the share price or total shareholder return upon which the Incentive Compensation was received. For the avoidance of doubt, Excess Incentive Compensation may include Incentive Compensation received by a person after such person ceases to be an Executive Officer, including a former employee of the GasLog Group.
“Executive Officer” means an “executive officer” (as defined in Rule 10D-1(d) under the Exchange Act) of an Adoptee and as identified by the Compensation Committee in accordance with the Recovery Rules. The Compensation Committee shall determine the Executive Officers no less than on an annual basis.
“Financial Reporting Measures” means measures that are determined in accordance with the accounting principles used in preparing an Adoptee’s financial statements, and any measures that are derived in whole or in part from such measures, including share price and other measures based on share price such as total shareholder return. A Financial Reporting Measure need not be presented within the financial statements or included in a filing with the Securities and Exchange Commission.
“GasLog Group” means the Company, collectively with each of its direct and indirect subsidiaries, including GasLog Partners LP.
“Incentive Compensation” means any compensation that is granted, earned or becomes vested, in whole or in part, upon the attainment of a Financial Reporting Measure and as identified by the Compensation Committee in accordance with the Recovery Rules and that was received by an Executive Officer (i) after such individual began service as an Executive Officer, (ii) who served in such capacity at any time during the performance period for such compensation and (iii) while the applicable Adoptee had a class of securities listed on a national securities exchange or a national securities association. Except as otherwise determined by the Compensation Committee, Incentive Compensation shall not include the following: (i) salaries; (ii) amounts received solely at the discretion of the Compensation Committee or the Board and that are not received from a pool that is determined by satisfying a Financial Reporting Measure performance goal; (iii) amounts received solely upon satisfying one or more subjective standards; (iv) amounts received solely upon satisfying one or more strategic measures or operational measures; and (v) amounts received solely based on service or the passage of time.
Incentive Compensation shall be considered to be “received” by an Executive Officer in the Adoptee’s fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation is achieved or attained, even if the payment or grant of the Incentive Compensation occurs after the end of that fiscal period.
Page 6 of 8
Incentive Compensation Recovery Policy
“Triggering Date” means the earlier to occur of (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that an Adoptee is required to prepare a Covered Financial Restatement, or (ii) the date a court of competent jurisdiction, regulator, or other legally authorized body directs an Adoptee to prepare a Covered Financial Restatement; provided that the recovery of Excess Incentive Compensation pursuant to this Recovery Policy as a result of this clause (ii) shall only be required if such action by such court, regulator or other legally authorized body, as applicable, is final and non-appealable.
Page 7 of 8
Incentive Compensation Recovery Policy
EXHIBIT A
Recovery Policy Participation Agreement
This Recovery Policy Participation Agreement (this “Participation Agreement”) to the Incentive Compensation Recovery Policy (the “Recovery Policy”) of GasLog Ltd. [(the “Company”)] and GasLog Partners LP [(the “Partnership”)], is entered into among [the Company], [the Partnership] and [NAME]. Capitalized terms used but not defined in this Participation Agreement shall have the meanings assigned to such terms in the Recovery Policy.
By signing below, the undersigned:
1. | acknowledges and confirms that the undersigned has received and reviewed a copy of the Recovery Policy and that the undersigned is, and the undersigned’s beneficiaries, heirs, executors, administrators or other legal representatives, as applicable, are, subject to the Recovery Policy; |
2. | acknowledges and agrees that the undersigned shall comply with the Recovery Policy, including, without limitation, by returning Excess Incentive Compensation pursuant to, and in accordance with, the Recovery Policy and applicable law, and that the undersigned remains subject to the Recovery Policy during and after the undersigned’s employment or engagement with the GasLog Group; |
3. | notwithstanding the generality of the foregoing, acknowledges and agrees to comply with and be subject to the terms and conditions of the Recovery Policy, including those set forth in Paragraph E regarding the adjudication and settlement of all disputes, controversies or claims arising out of or relating to the Recovery Policy; |
4. | acknowledges and agrees that in the event of any inconsistency between the Recovery Policy and the terms of any employment agreement to which the undersigned is a party, or the terms of any compensation plan, program, agreement or arrangement under which any Incentive Compensation has been granted, awarded, earned or paid, in each case, the terms of the Recovery Policy shall govern; and |
5. | acknowledges that the Recovery Policy may be amended from time to time in accordance with the terms thereof and the undersigned shall remain subject to the Recovery Policy, as so amended, in all respects. |
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Page 8 of 8
This ‘20-F’ Filing | Date | Other Filings | ||
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Filed on: | 3/7/24 | 6-K | ||
For Period end: | 12/31/23 | |||
10/2/23 | ||||
11/28/22 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/24/23 GasLog Partners LP 6-K 7/21/23 2:574K Cravath Swaine & … 01/FA 2/12/16 GasLog Partners LP 20-F 12/31/15 10:4M Command Financial 4/21/14 GasLog Partners LP F-1/A 20:9.7M Command Financial |