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.
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.
Adopted by the Board of Directors in February 2023
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.
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.
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.
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.
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.
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.
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.
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”.
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.
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.
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.
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.
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”).
The Committee is appointed by the Board to assist the Board in its oversight of:
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”.
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:
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.
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.
The Committee will carry out the following responsibilities:
A. Review Procedures
The Committee shall:
B. Independent Registered Public Accounting Firm
The Committee shall:
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
E. Other Committee Responsibilities
The Committee shall: