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Statement of Significant Differences Between the Corporate Governance Practices of Navios Maritime Partners L.P., a Marshall Islands limited partnership, and the Corporate Governance Standards of the New York Stock Exchange, Inc. (the "NYSE").

Pursuant to an exception for foreign private issuers, we are not required to comply with the corporate governance practices followed by U.S. companies under the NYSE listing standards. However, pursuant to Section 303.A.11 of the NYSE Listed Company Manual, we are required to state any significant differences between our corporate governance practices and the standards required by the NYSE. In order to provide adequate protection to our unitholders, we have voluntarily adopted all of the NYSE required practices, except we do not have a majority of independent board members, a compensation committee or a nominating/governance committee but all compensation and nomination/governance decisions, other than those nominating decisions dictated by our partnership agreement, are currently made by a majority of our independent board members. The significant differences between our corporate governance practices and the NYSE standards are set forth below.

Majority of Independent Members of the Board of Directors.  The NYSE requires that a listed company have a majority of its members of its board of directors be" independent" as such term is defined by the rules of the NYSE.

Compensation Committee. The NYSE requires that a listed company have a compensation committee of independent directors and a committee charter specifying the purpose and responsibilities of the committee.

Nominating/Governance Committee.  The NYSE requires that a listed company have a nominating/governance committee of independent directors and a committee charter specifying the purposes and responsibilities of the committee.

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