about us - Corporate Governance
 
 
 

The Board is committed to continuously and consistently raising the level of corporate governance practices of the Company to protect the interest of shareholders and to promote investor confidence.

This report describes the Company’s corporate governance policies and practices with specific reference made to each of the principles of the Code of Corporate Governance (“Code”) in compliance with the Listing Manual of the Singapore Exchange Securities Trading Limited. Other than deviations which are explained in this statement, the Company has generally complied with the principles of the Code where relevant and practical to the Group.


Board of Directors

The Board comprises the following members:

Executive:

Mr Koh Kian Kiong (Executive Chairman & CEO)
Ms Koh Maggie



Non-Executive and Independent

Mr Heng Lee Seng
Mr Chan Lay Ho

Mr Yee Kee Shian Leon (appointed on 23 March 2010)
Mr Khoo Boo Yeow Andrew (appointed on 10 August 2012)


The number of Board and Board committee meetings held in the year and the attendance of each director, where relevant, are set out as follows:

 
  Board Audit
Committee
Nominating
Committee
Remuneration
Committee
  No. of
Meetings
Attendance No. of
Meetings
Attendance No. of
Meetings
Attendance No. of
Meetings
Attendance
Mr Koh Kian Kiong 8 8 N.A. N.A. 1 1 N.A. N.A.
Ms Koh Maggie
8 8 N.A. N.A. N.A. N.A. N.A. N.A.
Mr Heng Lee Seng 8 7 6 6 1 1 2 2
Mr Chan Lay Ho 8 7 6 5 1 1 2 2
Mr Yee Kee Shian Leon 8 8 6 5 N.A. N.A. 2 2
Mr Khoo Boo Yeow Andrew N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
                 
                 



Principle 1: THE BOARD’S CONDUCT OF ITS AFFAIRS

The main functions of the Board are:
  • approving the Group’s policies, strategies and financial objectives of the Company and monitoring the performance of Management;
  • overseeing the processes for evaluating the adequacy of internal controls, risk management, financial reporting and compliance;
  • approving the nominations of Board of Directors and appointments of Key Management Executives;
  • approving quarterly results announcements;
  • approving annual results and financial statements;
  • approving annual budgets, major funding proposals, acquisition and disposal of investments and proposals; and
  • assuming responsibility for corporate governance and compliance with the Companies Act and the rules and requirements of regulatory bodies.

To facilitate effective management, certain functions have been delegated to various Board Committees, each of which has its own written terms of reference and whose actions are reported to and monitored by the Board.With the Company Secretary’s assistance, the Board and Management are kept continually apprised of their compliance obligations and responsibilities arising from regulatory requirements and changes.

The Company’s Articles of Association (“Articles”) allow Board meetings to be conducted by way of teleconferencing to facilitate Board participation.

The Company also has in place a budget for Directors’ training programmes. This is utilised for Directors’ participation in industry conferences and seminars and application to courses of instruction/training programmes in connection with their duties as Directors. The budget may be utilised by each Director subject to the approval of the Chairman.
The Board works closely with Management ensuring that obligations to shareholders and other stakeholders are complied with.
The Board meets at least quarterly, and more frequently when required, to review and evaluate the Group’s operations and performance and to address key policy matters, where necessary.


Principle 2: Board Composition and Balance

As at year end, the Board had comprised 3 Independent Directors and 4 Executive Directors. The Board complies with the recommendation in the Code for at least one-third of the Board to comprise Independent Directors.
The independence of each Director is reviewed annually by the Company’s Nominating Committee (“NC”). The NC adopts the Code’s definition of what constitutes an Independent Director in its review, and further ensures that no individual or group of individuals dominate the Board’s decision-making process.

The Non-executive Directors contribute to the Board process by monitoring and reviewing Management’s performance against goals and objectives. Their views and opinions provide alternative perspectives to the Group’s business and they bring independent judgement to bear on business activities and transactions involving conflicts of interest and other complexities. Where the need arises, Non-executive Directors will meet without the presence of Management.

Key information regarding the Directors is set out on page 6 & 7 of the Annual Report. The NC is of the view that the size, composition, range of experience and the varied expertise of the current Board provides core competencies necessary to meet the Company’s needs.

Principle 3: ROLE OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER (“CEO”)

Mr Koh Kian Kiong is the Executive Chairman and CEO of the Company. As one of the founders of the Group, Mr Koh has been for leading the Board and has assumed full executive responsibilities over the directions and operational decisions of the Group since 1974.

The Board is of the view that having Mr Koh assume the roles of both Chairman and CEO has not compromised accountability and independent decision-making as there is a sufficient number of Independent Directors on the Board to exercise objective judgement on decisions. Notwithstanding that the Company has benefited from having an Executive Chairman who is knowledgeable about the businesses and operations of the Company, the Board is looking into the issue of CEO succession and the segregation of the two positions. In compliance with the Code, Mr Heng Lee Seng has been appointed Lead Independent Director to address shareholders’ concerns, if any.

The Chairman ensures that Board meetings are held when necessary. The Chairman reviews most Board papers before they are presented to the Board and ensures that Board members are provided with complete, adequate and timely information. Members of Management who can provide additional insight into the matters to be discussed are invited to attend the relevant Board or Board Committee meetings.

Principle 6: Access to Information

The Company recognizes that the flow of accurate and timely information is important for the Board to be effective in the discharge of its duties. Accordingly, it endeavours to meet the information needs of the Directors, such as requests for further explanations, briefings or informal discussions on any aspect of the Company’s operations or business issues. The Directors are provided with the contact details of the Company’s Key Management and Company Secretary to facilitate access to information.

The Board seeks independent professional advice as and when necessary to enable it to discharge its responsibilities effectively. Subject to the approval of the Chairman, Directors, whether as a group or individually, may seek and obtain independent professional advice to assist them in their duties, at the expense of the Company.

The Company Secretary or her representative attends and prepares minutes of all Board and Board Committee meetings. She assists the Chairman in ensuring that Board procedures are followed and that all relevant statutes, rules and regulations, including requirements of the Singapore Exchange Securities Trading Limited (“SGX-ST”), are complied with. She is also the primary channel of communication between the Company and the SGX-ST.

The appointment and the removal of the Company Secretary is a Board matter.

Executive Committee

The Executive Committee (“EC”) comprises the following Directors:

Mr Koh Kian Kiong
Ms Koh Maggie



The EC meets regularly and performs the following functions:

  • Approves investment/divestment proposals within 5% of NTA;
  • Reviews and submits the Group’s business plans to the Board;
  • Establishes guidelines and approval limits for the management and operation of the Group’s businesses;
  • Reviews budget against the performance of each business unit; and
  • Ensures that interested person transactions are undertaken at arm’s length and on commercial terms.
  • Oversees and implements appropriate systems to manage risks.

Nominating Committee
Principle 4: Board Membership
Principle 5: Board Performance


The members of the Company’s Nominating Committee (“NC”) are:


Mr. Heng Lee Seng
Mr. Koh Kian Kiong

A majority of the NC members, including the Chairman of the NC, are non-executive independent directors
and are not related to any substantial shareholder of the Company.

The duties of the NC are as follows:
  • To review annually the independence of each director with reference to the criteria set out in the Code;
  • To review all nominations for new appointments and re-appointments of Directors and put forth their recommendations for approval by the Board; and
  • To determine whether a Director is able to and has been adequately carrying out his duties as a Director of the Company, particularly, when a Director has multiple Board representations.
New Directors undergo an orientation programme whereby they are briefed by the Company Secretary on their obligations as Directors, as well as the Group’s corporate governance practices, and relevant statutory and regulatory compliance issues, as appropriate. They are also briefed by Management on the Group’s industry and business operations.

The NC has reviewed the independence of each Director for the financial year ended 31 December 2009 in accordance with the Code’s definition of independence and is satisfied that more than one-third of the Board comprises Independent Directors.

In accordance with the Company’s Articles, each Director has to retire at least once every three years by rotation and all newly- appointed Directors have to retire at the next Annual General Meeting (“AGM”) following their appointments. The retiring Directors may offer themselves for re-election. For the year in review, Ms Koh Maggie and Mr Hoon Tai Meng are retiring by rotation in accordance with Article 91 of the Company’s Articles. Mr Yee Kee Shian Leon will retire in accordance with Article 97 of the Company’s Articles.

The NC has recommended the re-nomination of Ms Koh Maggie and Mr Yee Kee Shian Leon for re-election at the forthcoming AGM.

The dates of initial appointment and last re-election of each Director are set out below:
 
Name Position Date of initial appointment Date of last re-election
Mr. Koh Kian Kiong Executive Chairman & CEO 13 November 1999 26 April 2009
Ms Koh Maggie Executive Director 13 November 1999 14 May 20010
Ms Heng Lee Seng Independent Director 22 August 2000 29 April 2011
Mr Yee Kee Shian Leon Independent Director 23 March  2010 14 May 2010
Mr Khoo Boo Yeow Andrew Independent Director 10 August 2012 N.A.
 
     
 
     
 
     


 
The NC has in place a Board performance evaluation process where the effectiveness of the Board as a whole is assessed. This annual evaluation exercise provides an opportunity to obtain constructive feedback from each Director on whether the Board’s procedures and processes allowed him to discharge his duties effectively and to propose changes which may be made to enhance Board effectiveness as a whole.

Audit Committee
Principle 10: Accountability and Audit
Principle 11: Audit Committee
Principle 12: Internal Controls
Principle 13: Internal Audit


The members of the Company’s Audit Committee (“AC”) are:

Mr Heng Lee Seng (Chairman)
Mr Yee Kee Shian Leon (appointed 23 March 2010)



The AC comprises entirely of Non-executive and Independent Directors. A majority of the AC members are Certified Public Accountants and are appropriately qualified to discharge their responsibilities and capable of exercising sound and independent judgement.

The key responsibilities of the AC include the following:
  • to review the scope, audit plans, results and effectiveness of the external and internal auditors;
  • to review interested person transactions in accordance with the requirements of the Listing Rules of the SGX-ST;
  • to review and recommend to the Board the release of the quarterly, half year and full year financial statements;
  • to review and recommend the re-appointment of the external auditors, and approving the remuneration of the external auditors;
  • to review the independence of the external auditors annually; and
  • to review all non-audit services provided by the external auditors to determine if the provision of such services would affect the independence of the external auditors.

The AC is empowered to investigate any matter relating to the Group’s accounting, auditing, internal controls and financial practices brought to its attention, with full access to records, resources and personnel, to enable it to discharge its functions properly. It has full access to and the co-operation of Management, including the internal auditors, and has full discretion to invite any Director and executive officer to attend its meetings.

The Group has an Internal Audit department which reports primarily to the Chairman of the AC. The AC ensures that the team is adequately resourced and has the appropriate standing within the Group. It also reviews and approves the annual internal audit plan proposed by the Internal Audit department.

The Group also out-sourced certain internal audit projects to BDO Raffles Consultants Pte Ltd (“BDO”) to strengthen the internal audit function to meet the growing global emphasis on corporate governance, compliance and risk assessment. The Internal Audit department and BDO report independently their findings and recommendations to the AC.

In performing its functions, the AC reviews the overall scope of both internal and external audits, and the assistance given by Management to the auditors. The AC also meets with the internal and external auditors annually, without the presence of Management to discuss the results of their respective audit findings and their evaluation of the Group’s system of accounting and internal controls.

The AC has reviewed the Group’s risk management policies and, based on the audit reports and management controls in place except for certain areas which improvement is needed, is satisfied that there are adequate internal controls in the Group.

The AC has adopted a whistle-blowing programme to encourage and to provide a channel for Group employees to report and to raise, in good faith and in confidence, their concerns about possible improprieties in matters of financial reporting or other matters.

The AC is also satisfied with the independence and objectivity of the external auditors and has recommended to the Board the re-appointment of Ernst & Young LLP as the Company’s external auditors at the forthcoming AGM.

Remuneration Committee
Principle 7: Procedures for Development of Remuneration Policies
Principle 8: Level and Mix of Remuneration
Principle 9: Disclosure of Remuneration


The members of the Company’s Remuneration Committee (“RC”) are:

Mr Heng Lee Seng (Chairman)
Mr Yee Kee Shian Leon 



The RC comprises entirely Independent Directors.

The RC has access to external professional advice on remuneration matters, if required.

The RC, through a competitive and appropriately structured framework of remuneration, aims to motivate and retain executives and ensure that the Company is able to attract talents in the market in order to maximise shareholder value. In consultation with the Chairman of the Board, the RC will:

 
  • recommend to the Board a framework of remuneration for Executive Directors and Key Management Executives of the Company that is aligned with the interests of shareholders and ensure that such remuneration is appropriate to attract, motivate and retain the right talents for the Group;
  • review and recommend to the Board for their endorsement the annual remuneration packages for Executive Directors, Key Management Executives and employees related to Directors or, controlling shareholders of the Group, which include a performance-related variable bonus component; and
  • decide on the early termination compensation of Directors.

The Company adopts a remuneration policy for Executive Directors and Key Management Executives comprising a fixed component and a variable component. The fixed component is in the form of a base salary and fixed bonus. The variable component is in the form of profit-sharing or a variable bonus that is linked to the performance of the Company and the individual. The Executive Directors’ service contracts are renewed annually.

As part of its review, the RC covers all aspects of remuneration, including but not limited, to Directors’ fees, salaries, allowance, bonuses and benefits-in-kind.

The RC ensures that the remuneration packages of employees related to Executive Directors and controlling shareholders of the Group are in line with the Group’s staff remuneration guidelines and commensurate with their respective job scopes and levels of responsibilities.

There is one Key Management Executive of the Group who is an immediate family member of the CEO and whose remuneration exceeds S$150,000 in 2009.

Non-executive Directors’ fees are set in accordance with a remuneration framework comprising a basic fee and increment fixed fee for the level of responsibilities such as chairing Board Committees. The Non-executive Directors’ fees proposed are subject to shareholders’ approval at the AGM.
The Company does not have a long-term incentive or share option scheme in place.

The following information relates to the remuneration of Directors for the year ended 31 December 2009:

 
  Fees % Salary % Profit Sharing % Other Benefits % Total %
Directors of the Company          
S$500,000 and above          
Mr Koh Kian Kiong - 95 - 5 100
S$250,000 to S$499,999          
Ms Koh Maggie
- 90 - 10 100
  - - - - -
  - - - - -
           
Less than S$250,000          
Mr Heng Lee Seng 100 - - - 100
Mr Yee Kee Shian Leon - - - - -
Mr Khoo Boo Yeow Andrew - - - - -
  - - - - -


KEY EXECUTIVES’ REMUNERATION

In view of the confidentiality of remuneration matters, the Board is of the opinion that it is in the best interests of the Company not to disclose the names and exact remuneration of Key Management Executives in the Annual Report.

 
Remuneration Bands Number of Key Management Executives
S$500,000 and above 1
S$250,000 to S$499,999 1
Below S$250,000 3
Total 5


There is 1 key executive of the Group who is an immediate family member of the CEO and whose remuneration exceeded S$150,000 in 2009.


Communication with Shareholders
Principle 14: Communication with Shareholders
Principle 15: Effective Shareholders’ Participation

The Board is mindful of its obligation to provide timely disclosure of material information. The Board is accountable to the shareholders while Management is accountable to the Board.

The Company does not practise selective disclosure. Announcements, including quarterly, half-year and full-year results, are released through SGXNET and news releases. The Company has engaged the services of a public relations company to facilitate the dissemination of information to investors and the public since becoming publicly listed in 2000. All shareholders of the Company receive a copy of the Annual Report of the Company and the Group.

At general meetings, shareholders are given the opportunity to express their views and ask questions regarding the Group and its businesses.

Resolutions on each distinct issue are tabled separately at general meetings.

The Chairmen of the AC, NC and RC are available to address questions at the Company’s AGMs. The Company’s external auditors are also present to assist the Directors in addressing any relevant queries from shareholders.

Dealings in Securities
The Company has adopted a policy for securities transactions which provide guidance to its Directors and officers of the Group. Under this policy, Directors and officers are not permitted to deal in the Company’s securities while in possession of price-sensitive information and for the periods commencing 2 weeks before the release of quarterly results and 1 month before the release of full-year results.

Interested Person Transactions
The Company has adopted an internal policy in respect of any transactions with interested persons and has set out the procedures for review and approval of the Company’s interested person transactions. All interested person transactions are subject to review by the AC.

The Company confirms that the aggregate value of all interested person transactions during the financial year under review is less than S$100,000.

Material Contracts
No material contracts were entered between the Company and any of its subsidiaries with any Director or controlling shareholder during the financial year ended 31 December 2009.

Enterprise Risk Management Steering Committee
The Company had on January 2010 established an Enterprise Risk Management Steering Committee (“ERM Steering Committee”), to provide an appropriate formal framework to monitor risks and threats faced by the Company and its Group subsidiaries. The ERM Steering Committee comprises members of the EC and certain Key Management Executives (e.g. internal auditor, internal legal counsel, business development director, finance personnel).

The ERM Steering Committee has the authority of the Board to investigate any aspect of the Company or of any of its controlled entities. The ERM Steering Committee has explicit access to Key Management Executives and other employees of the Company, in order to carry out its functions and duties adequately.

The terms of reference of the ERM Steering Committee had been reviewed and adopted by the Board.

Enterprise Risk Management Programme
The AC provides oversight to the risk management procedures of the Company and supported by a Risk Management Committee chaired by a nominated Chief Risk Officer. The Risk Management Committee comprises key management personnel including Head of Finance, Legal, Operations and other Executive Directors of the Company.

The purpose of risk management is to identify risks that may have significant impact on the organisation, implement countermeasures or warning systems for the detection of risks at the onset. Risk management procedures are designed to facilitate regular and timely reporting of key risk events and to call to action specific action plans where necessary.

The Company has completed the pilot phase of an enterprise-wide risk management programme which focuses on development of a robust risk reporting structure, a structured risk management process and a risk monitoring system that requires key projects, investments or events to be subjected to an ongoing risk assessment from inception stages.

Risk Reporting Structure
The ERM Steering Committee submit quarterly reports to the AC on the key risks being managed by the Company and on trends of risk indicators. The following chart provides an overview of the risk reporting structure:

Risk Management Process
The Company has adopted the following risk management framework:

Risk Identification
Risk questionnaires are disseminated to key personnel across the Group to obtain their inputs on the key risks affecting their areas of responsibilities. The risks are further consolidated by the ERM Steering Committee and recorded as part of the Group risk register.

Risk Assessment
A uniform grading methodology is used to provide a quantitative assessment of the identified risks by the risk respondents. The risk register contains the countermeasures to identified risks and the person responsible for monitoring the risk. Where applicable, action plans are developed to cover deficiencies in the current risks monitoring system.

Risk Mitigation
The countermeasures to risks identified by the programme are documented and risks accepted as part of inherent business risks are subject to review and acceptance process.

An important part of the Company’s business is in large scale overseas projects involving different fields of expertise. As part of internal risk reporting procedures, all projects that exceed an internally set limit will have to submit detailed risks assessment reports to the Executive Directors before the Company can commit to the projects.

Risk Monitoring
The ERM Steering Committee will meet at least quarterly and also whenever the need arises to discuss risk management-related issues. They provide the first line of monitoring risks that could have an impact on the Company. In addition, the risk reports are mapped to the internal audit plan to ensure that applicable risks are covered and assessed in the course of internal audits conducted during the year.

 

 WHISTLE-BLOWING POLICY

As the Company strives to achieve best employment practices and maintain a high standard of corporate governance, this policy on whistle-blowing is designed to provide guidance on suspicion, reporting and investigation of fraudulent practices within the Company and its subsidiary/associate companies (collectively known as the “Group”).

Objectives

The objectives of the policy are:
•    To communicate the Company’s expectations of employees of the Group (hereinafter referred to as “employee(s)”) in detecting fraudulent practices;
•    To guide employees on actions to address their concerns or suspicions of fraudulent activities;
•    To provide a process for investigations and management reporting; and
•    To establish the policies for protecting whistle-blowers against reprisal by any person internal or external to the Group.

Types of Action Covered by Policy

This policy is intended to deal with concerns about wrongdoings that fall within the following activities:
•    Fraud or corruption or any dishonest act
•    Criminal activity including forgery or falsification of and alteration to Company documents/accounts
•    Breach of legal obligation (including negligence, breach of contracts)
•    Danger of destruction to and unsafe practices in the work environment
•    A person abusing his position for personal gain such as insider trading; disclosure of confidential and proprietary information to party(ies) without prior authorization and a need-to-know basis; accepting/seeking anything of material value from business associates eg. vendors
•    Destruction of or theft/pilferation of the Group’s assets in any manner
•    Any similar or related inappropriate conduct or activities that might lead to other damaging implications to the Group.

Scope of Policy

This policy applies to any of the above actions involving employees, vendors/contractors, consultants, and/or any other parties whom the Group has a business relationship with.

Policy

All employees are responsible for highlighting any suspicion of fraudulent practices and inappropriate activities within the Group and bringing them immediately to the attention of the Chairman of the Audit Committee (“AC”).
 
All personnel must provide full cooperation and support to the Investigation Committee. The Company views whistle-blowing seriously and acts on the following where necessary:
•    Not allow the person “blowing the whistle” to be victimized;
•    Treat victimization of whistle-blowers as a serious matter that may lead to disciplinary action including dismissal; and
•    Take disciplinary action if any employee destroys or conceals evidence of poor or unacceptable practice or misconduct or makes untrue allegations.

The employee who has reported a suspicion of fraudulent practices in good faith and in compliance with the provisions of this policy shall not be prejudiced in his position in any way as a result of the reporting.

The policy is not intended for personal complaints or for employees who seek personal gain or who otherwise do not act in good faith and the Company will not tolerate any such malicious acts. Disciplinary action(s) may be taken against such informant(s).

Process (Appendix A)

All employees are responsible for reporting any fraudulent practices and inappropriate activities within the Group and bringing them immediately to the attention of the AC Chairman via any of the following:
•    By email to office of the AC Chairman at hls@hlsco.com
•    By surface mail for the attention of the AC Chairman at the following address:

Mr Heng Lee Seng   
15 Hoe Chiang Road #12-02
Tower Fifteen
Singapore 089316

The report should be factual and contain as much information as possible to facilitate proper assessment and urgency of investigative procedures.
(a)    Once whistle-blowing is initiated, the AC Chairman will disseminate the information to the other members of the AC. An initial assessment will be conducted on the “Whistle-Blowing Report” form (Appendix B) to determine how the investigation should proceed.

(b)    The Investigation Committee will include AC Chairman.

(c)    The Investigation Committee may contact the whistle-blower and any party(ies) or personnel for further information and/or any documents that can shed light to the investigation during the course of the investigation.
Whistle-blowing reports made on an anonymous basis will also be duly reviewed and investigated. However, it must be noted that investigations of anonymous reports would be limited or impeded due to lack of information. Accordingly, employees are urged not to make reports on an anonymous basis.

(d)    The Investigation Committee must exercise great care, sensitivity and timeliness whilst carrying out the investigation to avoid “misleading or wrongful” conclusions or actions which might affect the evidence of the investigation or result in wrongful accusations of any party(ies).
 
(e)    An investigation report will be put up by the Investigation Committee for review and approval.
Upon approval, recommended actions will be initiated. Neither the AC Chairman nor the Investigation Committee has the authority to terminate any employee found guilty of any of the above action.

(f)    Investigation results are confidential and will NOT be disclosed or discussed with anyone
other than those with a legitimate need to know. The whistle-blower will not be updated on the outcome of the investigations other than confirmation that the matter has been dealt with by the Company. This is to safeguard all parties, including the Company.

(g)    Consolidation of all whistle-blowing activities by AC Chairman are to be submitted on a
quarterly basis (Appendix C) to the AC and Board of Directors.

(h)    The AC and Board of Directors are to review actions taken by the Company towards whistle
blowing initiatives and ensure that fraudulent practices are reviewed without prejudice or biasness, and executed with professional integrity in compliance with the Company’s policy.
Administration

The AC Chairman will be responsible for administration of this policy, which will be reviewed annually by the Board of Directors.

Immunity from Disciplinary Action

The Company encourages the reporting of fraudulent practices and inappropriate activities and in pursuit thereof, shall grant administrative immunity to whistle-blowers.

A whistle-blower acting in good faith and who has not himself or herself engaged in serious misconduct or illegal conduct shall be protected from any forms of harassment, retaliation, adverse employment or career advancement consequence or discrimination, including but not limited to demotion, dismissal or reduction of compensation or privileges of employment.

 
 
      
 
Mission Company Profile Core Business Chairman's Statement Board of Directors Senior Management Corporate Governance Corporate Development
News Releases Media Contact
Share Price Financial Highlights and Review Annual Reports IR Contact
Energy Flowline Control Process Equipment and Systems Drilling Products Electrical Marine Offshore Marine