NASDAQ: TORO $ 2.75 (0.36%)
CORPORATE
PROFILE
Toro (NASDAQ: “TORO”) is a growth-oriented shipping company that acquires, owns, charters and operates oceangoing tanker vessels and provides worldwide energy seaborne transportation services.
Toro was established by Castor Maritime Inc. (NASDAQ: CTRM) in connection with the distribution of its tanker business to Castor’s shareholders in March 2023.
Our vessels provide shipping services to customers primarily through established commercial pool operators, which allow us to fully utilize our fleet while availing ourselves of the robust charter market.
Our vessels provide shipping services to customers primarily through established commercial pool operators, which allow us to fully utilize our fleet while availing ourselves of currently robust spot market charter rates.
VISION
We seek to make timely acquisitions in order to grow and renew our fleet, while maintaining a solid balance sheet and cash flows. Toro aims to operate efficiently and effectively, while managing its fleet of tanker vessels in a manner that protects and fulfils the needs and expectations of our customers.
Toro Corp is incorporated under the laws of the Republic of the Marshall Islands.
Our vessels are managed by Castor Ships S.A.
BOARD OF
DIRECTORS
CORPORATE GOVERNANCE
CODE OF BUSINESS CONDUCT & ETHICS
Adopted by the Board of Directors in February 2023
1. Introduction
The Board of Directors (the “Board”) of Toro Corp. (the “Company” or “Toro”) has adopted this Code of Business Conduct and Ethics (the “Code”).
Toro has a strong commitment to promoting honest conduct and ethical business conduct by all Employees and compliance with the laws that govern the conduct of our business worldwide. We believe that a commitment to honesty, ethical conduct and integrity is a valuable asset that builds trust with our customers, suppliers, employees, shareholders and the communities in which we operate. To implement our commitment, we have developed this Code to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships and avoidance of conflicts of interest. The Code establishes rules and standards regarding behavior and performance and constitutes a part of the terms and conditions of employment. Violation of the rules and standards embodied in the Code is not tolerated and will subject those responsible to disciplinary action.
This Code applies to the Company and all of its employees, directors and officers, including its Chief Executive Officer, Chief Financial Officer, its agents and persons performing similar functions, including for the avoidance of doubt any employees, officers or directors of the Company’s manager, Castor Ships S.A., wherever located (the “Employees”) as well as to all of its subsidiaries and other business entities controlled by it worldwide.
All Employees are required to read and understand the Code and certain Employees will be required to provide a certification to that effect. We encourage all Employees to ask questions regarding the application of the Code. Employees may direct such questions to their manager (in the absence of an actual or potential conflict of interest), or to an Audit Committee member.
Employees individually are ultimately responsible for their compliance with the Code. Every manager will also be responsible for administering the Code as it applies to Employees and operations within each manager's area of supervision.
The Company's policy is to distribute the Code to affiliated companies and urge that they have in force similar policies and procedures to secure compliance with the principles of business integrity and ethics set forth in this Code.
Employees who observe or become aware of a situation that they believe to be a violation of the Code have an obligation to notify their manager or the Audit Committee Chairman unless the Code directs otherwise. Violations involving a manager should be reported directly to the Audit Committee Chairman. When a manager receives a report of a violation, it will be the manager's responsibility to handle the matter in consultation with the Audit Committee's Chairman. If an Employee reporting a violation wishes to remain anonymous, all reasonable steps will be taken to keep their identity confidential. All communications will be taken seriously and, if warranted, any reports of violations will be investigated.
2. Violations of Law
A variety of laws apply to the Company and its operations, and some carry criminal penalties. These laws include banking regulations, securities laws, and state laws relating to duties owed by corporate directors and officers, as well as data protection regulations. Examples of criminal violations of the law include: stealing; embezzling; misapplying corporate or bank funds; using threats, physical force or other unauthorized means to collect money; making a payment for an expressed purpose on the Company’s behalf to an individual who intends to use it for a different purpose; making payments, whether corporate or personal, of cash or other items of value that are intended to influence the judgment or actions of political candidates, government officials or businesses in connection with any of the Company’s activities; The Company must and will report all suspected criminal violations to the appropriate authorities for possible prosecution, and will investigate, address and report, as appropriate, non-criminal violations.
3. Conflicts of Interest
A conflict of interest can occur or appear to occur in a wide variety of situations. A conflict of interest occurs when an employee’s or an employee’s immediate family’s personal interest interferes with, has the potential to interfere with, or appears to interfere with the interests or business of the Company. For example, a conflict of interest could arise that makes it difficult for an employee to perform corporate duties objectively and effectively where he/she is involved in a competing interest.
Another such conflict may occur where an employee or a family member receives a gift, a unique advantage, or an improper personal benefit because of the employee’s position at the Company. Because a conflict of interest can occur in a variety of situations, you must keep the foregoing general principle in mind in evaluating both your conduct and that of others.
- OUTSIDE ACTIVITIES/EMPLOYMENT
Employees under no circumstances are permitted to compete with the Company, or take for themselves or their family members business opportunities that belong to the Company that are discovered or made available by virtue of their positions at the Company. - CIVIC/POLITICAL ACTIVITIES
Employees are encouraged to participate in civic, charitable or political activities so long as such participation does not encroach on the time and attention they are expected to devote to their company-related duties. Such activities are to be conducted in a manner that does not involve the Company or its assets or facilities, and does not create an appearance of Company involvement or endorsement. - LOANS TO EMPLOYEES
The Company will not make loans or extend credit guarantees to or for the personal benefit of officers, except as permitted by law. Loans or guarantees may be extended to other Employees only with Company’s approval.
4. Confidentiality and Privacy
It is of paramount importance that all Employees protect the confidentiality of Company information. Employees may have access to proprietary and confidential information concerning the Company’s business, clients and suppliers. Confidential information includes such items as non-public information concerning the Company’s business, financial results and prospects and potential corporate and commercial transactions. Employees are required to keep such information confidential during employment as well as thereafter, and not to use, disclose, or communicate that confidential information other than in the course of employment. The consequences to the Company and the Employee concerned can be severe where there is unauthorized disclosure of any non-public, privileged or proprietary information.
5. Honest and Fair Dealing
Employees must endeavour to deal honestly, ethically and fairly with the Company’s customers, suppliers, competitors and employees. Honest conduct is considered to be conduct that is free from fraud or deception. Ethical conduct is considered to be conduct conforming to accepted professional standards of conduct. Unfair conduct is considered to be conduct where one tries to take unfair advantage of another through manipulation or misrepresentation of material facts, abuse of privileged information or any other unfair-dealing practice.
6. Protection and Proper Use of Company Assets
The Company’s assets are only to be used for legitimate business purposes and only by authorized Employees or their authorized designees. This applies to tangible assets (such as office equipment, telephone, copy machines, etc.) and intangible assets (such as trade secrets and confidential information). Employees have a responsibility to protect the Company’s assets from theft and loss and to ensure their efficient use. Employees may not make improper payments in violation of law or Company policy. Theft, carelessness and waste have a direct impact on the Company’s profitability. If an Employee becomes aware of theft, waste or misuse of the Company’s assets such Employee should report this to his or her manager or the Audit Committee [or the Company’s General Counsel].
Employees should not make use of the corporate facilities, supplies and equipment for personal purposes without the company’s approval.
7. Compliance with Laws, Rules and Regulations
All Employees are responsible for complying with the various laws, rules and regulations of the countries and regulatory authorities that apply to the Company’s business and location. Any Employee who is unsure whether a situation violates any applicable law, rule, regulation or Company policy should contact a manager or the Audit Committee.
8. Securities Trading
The Company is subject to a number of laws concerning the purchase of its shares and other publicly traded securities. Company policy prohibits Employees and their family members from trading securities while in possession of material non-public information relating to the Company or any other company, including a customer or supplier. Please see the Company’s “Insider Trading Policy”.
9. Disclosure
The Company’s Chief Executive Officer and Chief Financial Officer must certify to the material accuracy and completeness of the Company’s periodic reports. In order to allow them to deliver such certification, each Employee shall take such action as is reasonably appropriate in light of his or her position or relationship with the Company to (i) establish and comply with disclosure controls and procedures and accounting and financial controls that are designed to ensure that material information relating to the Company is made known to the Company’s directors and officers; (ii) confirm that the Company’s periodic reports comply with applicable law, rules and regulations; and (iii) ensure that information contained in the Company’s periodic reports fairly presents in all material respects the financial condition and results of operations of the Company.
In addition, each Employee shall promptly bring to the attention of the Audit Committee Chair any information he or she may have concerning (i) significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data or (ii) any fraud, whether or not material, that involves an Employee. In addition, each Employee shall promptly bring to the attention of the Audit Committee Chair any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof.
Employees will not knowingly (i) make, or permit or direct another to make, materially false or misleading entries in the Company’s, or any of its subsidiaries, financial statements or records; (ii) fail to correct materially false and misleading financial statements or records; (iii) sign, or permit another to sign, a document containing materially false and misleading information; or (iv) falsely respond, or fail to respond, to specific inquiries of the Company’s independent auditor or outside legal counsel.
10. Directors
The business of the Company is managed under the direction of the Board and the various committees thereof. The basic responsibility of the directors is to exercise their business judgment in carrying out their responsibilities in a manner that they reasonably believe to be in the best interest of the Company and its stockholders. The Board is not expected to assume an active role in the day-to-day operational management of the Company.
In carrying out their duties and responsibilities and setting the general policies pursuant to which the Company operates, directors should endeavour to promote fair dealing by the Company and its employees and agents with customers, suppliers, competitors and their employees.
In carrying out their duties and responsibilities, directors should endeavour to comply, and to cause the Company to comply, with applicable governmental laws, rules and regulations.
Directors should endeavour to cause the Company to proactively promote ethical behaviour and to encourage the Employees to report evidence of illegal or unethical behaviour to appropriate Company personnel.
U.S. securities laws prohibit the Company from, directly or indirectly (including through subsidiaries), (a) extending or arranging for the extension of personal loans to its directors and executives officers and (b) renewing or materially modifying existing loans to such persons. Directors shall not seek or facilitate personal loans from the Company in contravention of the foregoing.
11. Procedures Regarding Waivers
Because of the importance of the matters involved in this Code, waivers will be granted only in limited circumstances and where such circumstances would support a waiver. Waivers of the Code may only be made by the Audit Committee Chair and may need to be publicly disclosed by the Company.
12. Duty To Report
Employees shall take all appropriate action to stop any known misconduct by fellow Employees that violate this Code.
Please see the Company’s “Whistleblower Policy” for a description of how to report potential violations. Note that reports may be made anonymously and the Company will not retaliate or allow retaliation for reports made in good faith.
AUDIT COMMITTEE CHARTER
This Audit Committee Charter was adopted in February 2023.
The purpose of this Audit Committee Charter (“Charter”) is to set forth the composition, duties and responsibilities of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Toro Corp. (the “Company”).
I. PURPOSE
The Committee is appointed by the Board to assist the Board in its oversight of:
- the quality and integrity of the Company’s financial statements and its accounting, auditing and financial reporting practices,
- the Company’s compliance with legal and regulatory requirements,
- the independent auditor’s qualifications and independence, and
- the performance of the Company’s independent auditors and the Company’s internal audit function.
It may also have such other duties as may from time to time be assigned to it by the Board and are required by the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and the NASDAQ Stock Market (“NASDAQ”) or any other securities exchange on which the Company’s securities are traded. In carrying out its responsibilities, the Board believes that the policies and procedures set forth in this Charter should remain flexible and be interpreted to allow the Committee to best adapt and react to changing business and regulatory requirements.
The Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent registered public accounting firm as well as all employees of the Company. The Committee has the ability to retain, at the Company’s expense, special legal, accounting or other consultants or experts it deems necessary in the performance of its duties. The Company shall provide for appropriate funding, as determined by the Committee, for payment of the expenses of the Committee that are necessary or appropriate in carrying out its duties.
Although the Committee has the powers and responsibilities set forth in this Charter, the role of the Committee is oversight. The members of the Committee are not employees of the Company and may or may not be accountants or auditors by profession or experts in the fields of accounting or auditing and, in any event, do not serve in such capacity. Management is responsible for the Company’s financial reporting process including its system of internal control over financial reporting and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles in the United States (the “US GAAP”) and for the report on the effectiveness of the Company’s internal control over financial reporting. The independent registered public accounting firm is responsible for expressing an opinion based upon its audits of the consolidated financial statements, management’s assessment of the effectiveness of the Company’s internal controls over financial reporting and the effectiveness of the Company’s internal controls over financial reporting. The responsibility of the Committee is to oversee these processes. It is not the duty or the responsibility of the Committee to conduct auditing and accounting reviews or procedures. The Committee’s considerations and discussions with management and the independent registered public accounting firm do not assure that the Company’s consolidated financial statements are presented in accordance with the US GAAP, that the Company maintained effective internal controls over financial reporting, that the audit of the Company’s consolidated financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board or that the Company’s independent registered public accounting firm is in fact “independent”.
II. AUTHORITY
The Committee has authority to conduct or authorize investigations into any matters within its scope of responsibility. Subject to the Company’s organizational documents, the Committee is empowered to:
- Appoint, compensate, retain and oversee the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company.
- Resolve any disagreements between management and the auditor regarding financial reporting.
- Pre-approve all auditing and non-audit services.
- Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, as well as for the confidential, anonymous submission by the Company’s employees of concerns regarding questionable accounting or auditing matters.
- Engage independent counsel, accountants, or others to advise the Committee or assist the Committee in the conduct of its responsibilities.
- Provide for funding, as determined by the Committee in its capacity as a committee of the Board, for payment of (i) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company; (ii) compensation to any advisers employed by the Committee; and (iii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out the Committee’s duties.
- Seek any information it requires from the Company’s employees, all of whom shall be directed to cooperate with the Committee’s requests, or from external parties.
- Meet with the Company’s officers, external auditors, or outside counsel, as necessary.
III. COMPOSITION
The Committee shall consist of at least two members of the Board. The Board shall select the members of the Committee and its chairman and the Board shall have the power at any time to change the membership of the Committee.
Each Committee member shall meet the independence and experience requirements of NASDAQ, or such other exchange as the Company’s securities may be listed, and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Each member of the Committee shall be financially literate, as such qualification is interpreted by the Board in its business judgment. At least one member shall qualify as a "financial expert," as defined by the Item 407(d)(5) of Regulation S-K promulgated by the SEC.
IV. MEETING SCHEDULE
The Committee shall meet at least quarterly, with authority to convene additional meetings, as circumstances require. All Committee members shall be expected to attend each meeting, in person or via tele- or video-conference. The Committee shall invite members of management, auditors or others to attend meetings and provide pertinent information, as necessary. Meeting agendas shall be prepared and provided in advance to members, along with appropriate briefing materials. Minutes shall be prepared and maintained with the records of the Company.
The Committee shall meet with the independent registered public accounting firm, the personnel responsible for the Company’s internal audit function and management in separate meetings, as often as it deems necessary.
V. RESPONSIBILITIES & DUTIES
The Committee will carry out the following responsibilities:
A. Review Procedures
The Committee shall:
- Review and discuss with management and the independent registered public accounting firm (i) the Company’s consolidated financial statements to be included in the Company’s annual and any other periodic reports, (ii) the accompanying disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (iii) other financial disclosures in such reports, prior to the filing of such reports with the SEC.
- Recommend to the Board whether the audited consolidated financial statements and management’s report on the effectiveness of the Company’s internal controls over financial reporting should be included in the Company’s Annual Report on Form 20-F.
- In consultation with management, the independent registered public accounting firm and the internal auditors, consider the integrity of the Company’s financial statements and internal controls over financial reporting. In addition, the Committee shall discuss significant financial risk exposures and the steps management has taken to monitor, control and report such exposures. In addition, the Committee shall review significant findings prepared by the independent registered public accounting firm and the internal auditing department together with management’s responses.
- Oversee the Company’s disclosure controls and procedures and internal controls over financial reporting and, where applicable, oversee the correction of internal control deficiencies by management and address any significant deficiencies in the design or operation of internal controls over financial reporting or material weaknesses therein and any fraud involving management or other employees that is reported to the Committee. In addition, the Committee shall review and discuss management’s report on the effectiveness of the Company’s internal controls over financial reporting and the independent registered public accounting firm’s report on management’s assessment of the effectiveness of the Company’s internal controls over financial reporting.
- Review with management and the independent registered public accounting firm the types of information to be disclosed and the types of presentation to be made in the Company’s earnings press releases, in the financial information and the earnings guidance provided to analysts and rating agencies.
- Review the effect of regulatory and accounting initiatives, as well as off balance-sheet structures, on the consolidated financial statements.
- Discuss the Company’s policies with respect to risk assessment and risk management, including appropriate guidelines and policies to govern the process, as well as the Company’s major financial risk exposures and the steps management has undertaken to control them.
- Review and discuss with management all Section 302 and 906 certifications required by the Sarbanes-Oxley Act.
B. Independent Registered Public Accounting Firm
The Committee shall:
- Have sole authority for the appointment, compensation, retention and oversight of the work of the Company’s independent registered public accounting firm. The independent registered public accounting firm shall report directly to the Committee. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent registered public accounting firm.
- Review and approve in advance the retention of the independent registered public accounting firm for the performance of all audit and lawfully permitted non-audit services. The chair of the Committee or, in the absence of the chair, any member of the Committee designated by the chair shall have authority to approve in advance any lawfully permitted non-audit services. Approval of lawfully permitted non-audit services may be pursuant to appropriate policies and procedures established by the Committee for the pre-approval of such services. Any non-audit services that are approved by a designee of the Committee shall be reported to the full Committee at its next regularly scheduled meeting.
- At least annually (i) obtain and review a report by the independent registered public accounting firm describing: (a) the independent registered public accounting firm’s internal quality-control procedures; (b) any material issues raised by the most recent internal quality-control review or peer review of the independent registered public accounting firm or by any inquiry or investigation by governmental or professional authorities or a private sector regulatory body, within the preceding five years, respecting one or more independent audits performed by the independent registered public accounting firm and any steps taken to deal with any such issues; and (c) in order to assess the independent registered public accounting firm’s independence, all relationships between the independent registered public accounting firm and the Company; and (ii) discuss such independence with the independent registered public accounting firm.
- Review periodically any reports prepared by the independent registered public accounting firm and provided to the Committee relating to significant financial reporting issues and judgments including, among other things, the Company’s selection, application and disclosure of critical accounting policies and practices, all alternative treatments, assumptions, estimates or methods that have been discussed with management, including the ramifications of such treatments and the treatment preferred by the independent registered public accounting firm and any other material written communications between the independent registered public accounting firm and management, such as any management letter or schedule of unadjusted differences.
- Review the independent registered public accounting firm’s audit plan and discuss scope, staffing allocations, reliance upon management and internal audit and the general audit approach.
- Prior to the announcement of the Company’s year-end earnings, discuss the results of the audit with the independent registered public accounting firm, including any audit problems or difficulties such as any restrictions on the scope of the independent registered public accounting firm’s activities or on access to requested information and management’s response thereto. Discuss with the independent registered public accounting firm any other matters required to be brought to the Committee’s attention under applicable auditing standards and resolve any disagreements between the independent registered public accounting firm and management.
- Consider the independent registered public accounting firm’s judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.
C. Management Letter
The Committee shall review the independent registered public accounting firm’s annual letter to management regarding internal controls and suggestions for improvements in financial or operating matters. The Committee shall require management to prepare a response to such letter for review by the Committee.
D. Internal Audit Department and Legal Compliance
- The Committee shall, as appropriate:
- Review the budget, plan, changes in plan, activities, organizational structure and qualifications of the internal audit department, as needed.
- Review the appointment, performance and replacement of the internal audit executive.
- Review significant reports prepared by the internal audit department together with management’s response and follow-up on these reports.
- On at least an annual basis, review with the Company’s counsel any legal matters that could have a significant impact on the Company’s consolidated financial statements, the Company’s compliance with applicable laws and regulations and inquiries received from regulators or governmental agencies.
- The Internal Audit Department shall report to the Chair of the Committee.
E. Other Committee Responsibilities
The Committee shall:
- Establish procedures for the consideration of all related-party transactions, including matters involving potential conflicts of interest or potential usurpations of corporate opportunities.
- Establish clear hiring policies, compliant with governing laws and regulations, for employees or former employees of the independent registered public accounting firm.
- Perform a self-assessment and report, as appropriate, to the Board on an annual basis.
- Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters or breaches of the Code of Conduct and Ethics.
- Annually prepare any report to shareholders that may be required by the SEC’s rules and regulations or the listing criteria of NASDAQ to be prepared by the Committee.
- Maintain minutes of meetings and regularly report to the Board regarding the execution of its duties and responsibilities. The minutes of all meetings should be available to the Board.
- Annually review and revise this Charter as necessary with approval of the Board to ensure that the composition of the Committee and the responsibilities and powers of the Committee comply with applicable laws and stock exchange rules.
- Perform any other activities consistent with this Charter, the Company’s Code of Conduct and Ethics, the Articles of Incorporation, as amended, and Bylaws, as amended, and governing law, as the Committee or the Board deems necessary or appropriate.