Shipping Committee Charter
AMENDED AND RESTATED SHIPPING COMMITTEE CHARTER OF
SEANERGY MARITIME HOLDINGS CORP.
Adopted on July 2, 2015
Purpose and Goal:
The purpose and goal of the Shipping Committee (the "Committee") shall be to consider and vote upon all matters involving shipping and vessel finance for Seanergy Maritime Holdings Corp., of the Marshall Islands (the "Company").
The Committee shall consist of three members of the Board of Directors of the Company. Two of the directors are nominated by Jelco Delta Holding Corp., of the Marshall Islands (the "Investor") and one of the directors is nominated by the majority of the Board of Directors and shall be an independent director of the Board.
Appointment and Removal:
The Board of Directors of the Company is required to appoint the members of the Committee based on the selected nominees. In the event of a vacancy on the Committee of a member nominated by the Investors, the Investors shall be entitled to nominate the replacement Committee member. The Board shall appoint the selected nominee to fill the vacancy.
Committee Responsibilities and Authority:
The Committee shall have the following purpose and responsibilities:
- Review and approve all memoranda of agreement relating to the purchase and sale of vessels for the Company.
- Determine the amount to be paid for vessels purchased, including a determination of the means by which the full purchase price will be paid.
- Review and approve all loan documentation relating to the financing or refinancing of vessels.
- Review and approve all period charter agreements (i.e. of a period of 12 months and above) relating to the chartering of the Company's vessels.
- Review and approve all agreements relating to the drydocking or performance of special surveys on vessels.
Notwithstanding the foregoing, in the event any transaction relating to a vessel involves the issuance of the Company's securities or one of the Company's affiliates is a party thereto, all decisions with respect to such transaction shall be made by the full Board of Directors of the Company. In discharging its responsibility, the Committee shall have full access to all Company books, records, facilities, personnel and outside professionals.
The Committee shall have the authority to retain brokers, search firms, appraisers and other consultants and independent counsel to assist in the performance of its responsibilities, and to authorize the payment of all fees charged by such firms, consultants or counsel.
One member of the Committee shall be appointed by the Committee as its Chair. The Chair shall be responsible for leadership of the Committee, including scheduling and presiding over meetings, preparing agendas and making regular reports to the Board. The Committee will meet as often as necessary to carry out its responsibilities. The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. The Committee Chair will make reports of Committee meetings to the full Board accompanied by any decisions of the Committee and/or recommendations to the Board approved by the Committee.
Members of the Committee may not receive any compensation from the Company except the fees that they receive for service as a member of the Board or any committee thereof.
Annual Review and Amendment of Charter:
The Committee shall review and reassess the adequacy of the Charter annually and recommend any proposed changes to the Board for approval. The Charter may be amended by an affirmative vote of 80% of the directors of the Board.