A “Rule-for-Rule” contest moves from policy to corporate governance
China and the United States have both imposed “special port fees” on each other’s linked vessels. What began as policy is now reshaping boardrooms: multiple shipping companies have rapidly adjusted board composition, directors stepping down, and committee seats being reallocated to reduce compliance exposure and operational uncertainty.
The most representative recent cases include Okeanis Eco Tankers (OET), Pacific Basin, and Danaos Corp. At the same time, several owners have publicly clarified that “U.S. investor ownership/control is below 25%,” drawing a clear line under the non-applicability threshold.
A flurry of resignations: three illustrative cases
Okeanis Eco Tankers (OET). The Oslo- and U.S.-listed tanker owner announced that two long-serving U.S. directors, Robert Knapp and Joshua Nemser, resigned effective 10 October 2025.
The company stated there was no disagreement with the company or management; the board remains majority-independent and, apart from the remuneration committee, board committees are largely unaffected. Industry observers widely read the move as a pre-emptive governance adjustment ahead of China’s reciprocal Special Port Fee, aimed at reducing the board’s “U.S. element” exposure.
Pacific Basin. The Hong Kong-based bulker owner on 13 October 2025 disclosed two concurrent changes: the appointment of Kristian Helt as executive director, and the resignation of Zhang Riqi as non-executive director.
More pointedly, the formal filing states the resignation “helps alter the composition of the board to reduce the potential applicability of port fees under USTR Section 301 Annex 1 on vessels owned or operated by China (including Hong Kong and Macao).”
The audit committee lineup was adjusted the same day, and the board’s “roles and functions” charter was updated, underscoring a direct link to compliance-risk management.
Danaos Corp. On 14 October, leading trade media reported that New York-listed Danaos saw U.S. independent director William Repko resign on 13 October; the company emphasized there was no disagreement with the board or its management.
Analysts broadly view this as governance fine-tuning prompted by China’s Special Port Fees: under a trigger test that looks at “U.S. persons directly or indirectly holding or controlling ≥25% (including voting rights and board seats),” reducing the proportion of U.S. directors lowers potential exposure. A subsequent change in the audit committee seat supports that reading.
The rulebook: how the two fee regimes line up
Washington moved first. Under the Section 301 framework, the U.S. imposed additional port fees on China-linked vessels effective 14 October 2025, covering multiple connections such as China-built, China-flag, China-owned or China-operated.
Beijing’s reciprocal response. On the same day, China introduced “Special Port Fees” on U.S.-linked vessels under the International Ocean Shipping Regulations and related laws, with clearly stated triggers: U.S. ownership or operation; U.S. investor ownership/control (including voting rights and board seats) at or above 25%; U.S. flag; or U.S. build. The two systems are broadly mirror images—“rule for rule”—and their reach extends beyond vessel attributes into board structure and control arrangements.
The “below 25%” clarification wave: how companies draw a safe line
While some owners are rebalancing boards, others have issued statements that their U.S. ownership is below 25%—placing themselves outside the stated scope.
Star Bulk. In a written clarification to media, the U.S.-listed dry bulk owner said it is unaware of any single shareholder—of any nationality—directly or indirectly holding or controlling ≥25% of issued shares or voting rights, and is unaware of any U.S. shareholder above 5%. The company is a Marshall Islands entity, managed from Greece, and not a U.S. entity—language that speaks directly to the non-triggering threshold.
NORDEN. Via its Shanghai team, the company told the media it is below the “U.S. investors ≥25%” threshold. While no stand-alone website notice has been seen, from a risk-disclosure and communications standpoint, the statement is operationally meaningful.
DHT Holdings. In a public statement the tanker owner said it is not aware of any U.S. shareholder or concert party at or above 25%, and clarified its fleet is not U.S.-built, not U.S.-flagged, and not owned or operated by a U.S. person. This frames ownership, flag and operation alongside the equity threshold in a clean compliance narrative.
2020 Bulkers. Investor relations materials indicate U.S. shareholding of roughly 16%, well below the 25% line—quantifying a clear “non-trigger” position.
Common threads across these disclosures: (1) factual transparency and structural detail that keep the “U.S. element” below the threshold, and (2) standardized, verifiable external statements that provide certainty for port calls, finance and insurance, helping to avoid cost shocks and operational disruption.
Market impact and governance takeaways
Compliance is now a first principle of governance. Board composition (nationality mix, seat ratios) and control pathways (voting arrangements, concert parties) have moved from investor-relations talking points to direct drivers of route planning and port-call costs.
Transparency is a cost hedge. Timely, verifiable disclosure around the 25% threshold is the lowest-cost way to convert policy uncertainty into stable operating conditions.
Structural adaptability is a competitive edge. Under the combined pressures of geopolitics, compliance and finance, owners that can quickly rebalance boards and equity structures are better placed to capture rate and scheduling opportunities.
It bears emphasizing that this chain reaction began with the United States, which under Section 301 set additional port fees and widened applicability to China-linked maritime, logistics and shipbuilding interests. China’s Special Port Fees are a symmetrical, rules-based countermeasure.
Board adjustments and “below-25%” transparency at the corporate level are rational adaptations by shipping companies navigating a complex political and compliance landscape. The industry’s response highlights governance resilience under policy shock—and makes clear who initiated the escalation, and who is responding within established legal and regulatory frameworks.
by Xinde Marine News
China and the United States have both imposed “special port fees” on each other’s linked vessels. What began as policy is now reshaping boardrooms: multiple shipping companies have rapidly adjusted board composition, directors stepping down, and committee seats being reallocated to reduce compliance exposure and operational uncertainty.
The most representative recent cases include Okeanis Eco Tankers (OET), Pacific Basin, and Danaos Corp. At the same time, several owners have publicly clarified that “U.S. investor ownership/control is below 25%,” drawing a clear line under the non-applicability threshold.
A flurry of resignations: three illustrative cases
Okeanis Eco Tankers (OET). The Oslo- and U.S.-listed tanker owner announced that two long-serving U.S. directors, Robert Knapp and Joshua Nemser, resigned effective 10 October 2025.
The company stated there was no disagreement with the company or management; the board remains majority-independent and, apart from the remuneration committee, board committees are largely unaffected. Industry observers widely read the move as a pre-emptive governance adjustment ahead of China’s reciprocal Special Port Fee, aimed at reducing the board’s “U.S. element” exposure.
Pacific Basin. The Hong Kong-based bulker owner on 13 October 2025 disclosed two concurrent changes: the appointment of Kristian Helt as executive director, and the resignation of Zhang Riqi as non-executive director.
More pointedly, the formal filing states the resignation “helps alter the composition of the board to reduce the potential applicability of port fees under USTR Section 301 Annex 1 on vessels owned or operated by China (including Hong Kong and Macao).”
The audit committee lineup was adjusted the same day, and the board’s “roles and functions” charter was updated, underscoring a direct link to compliance-risk management.
Danaos Corp. On 14 October, leading trade media reported that New York-listed Danaos saw U.S. independent director William Repko resign on 13 October; the company emphasized there was no disagreement with the board or its management.
Analysts broadly view this as governance fine-tuning prompted by China’s Special Port Fees: under a trigger test that looks at “U.S. persons directly or indirectly holding or controlling ≥25% (including voting rights and board seats),” reducing the proportion of U.S. directors lowers potential exposure. A subsequent change in the audit committee seat supports that reading.
The rulebook: how the two fee regimes line up
Washington moved first. Under the Section 301 framework, the U.S. imposed additional port fees on China-linked vessels effective 14 October 2025, covering multiple connections such as China-built, China-flag, China-owned or China-operated.
Beijing’s reciprocal response. On the same day, China introduced “Special Port Fees” on U.S.-linked vessels under the International Ocean Shipping Regulations and related laws, with clearly stated triggers: U.S. ownership or operation; U.S. investor ownership/control (including voting rights and board seats) at or above 25%; U.S. flag; or U.S. build. The two systems are broadly mirror images—“rule for rule”—and their reach extends beyond vessel attributes into board structure and control arrangements.
The “below 25%” clarification wave: how companies draw a safe line
While some owners are rebalancing boards, others have issued statements that their U.S. ownership is below 25%—placing themselves outside the stated scope.
Star Bulk. In a written clarification to media, the U.S.-listed dry bulk owner said it is unaware of any single shareholder—of any nationality—directly or indirectly holding or controlling ≥25% of issued shares or voting rights, and is unaware of any U.S. shareholder above 5%. The company is a Marshall Islands entity, managed from Greece, and not a U.S. entity—language that speaks directly to the non-triggering threshold.
NORDEN. Via its Shanghai team, the company told the media it is below the “U.S. investors ≥25%” threshold. While no stand-alone website notice has been seen, from a risk-disclosure and communications standpoint, the statement is operationally meaningful.
DHT Holdings. In a public statement the tanker owner said it is not aware of any U.S. shareholder or concert party at or above 25%, and clarified its fleet is not U.S.-built, not U.S.-flagged, and not owned or operated by a U.S. person. This frames ownership, flag and operation alongside the equity threshold in a clean compliance narrative.
2020 Bulkers. Investor relations materials indicate U.S. shareholding of roughly 16%, well below the 25% line—quantifying a clear “non-trigger” position.
Common threads across these disclosures: (1) factual transparency and structural detail that keep the “U.S. element” below the threshold, and (2) standardized, verifiable external statements that provide certainty for port calls, finance and insurance, helping to avoid cost shocks and operational disruption.
Market impact and governance takeaways
Compliance is now a first principle of governance. Board composition (nationality mix, seat ratios) and control pathways (voting arrangements, concert parties) have moved from investor-relations talking points to direct drivers of route planning and port-call costs.
Transparency is a cost hedge. Timely, verifiable disclosure around the 25% threshold is the lowest-cost way to convert policy uncertainty into stable operating conditions.
Structural adaptability is a competitive edge. Under the combined pressures of geopolitics, compliance and finance, owners that can quickly rebalance boards and equity structures are better placed to capture rate and scheduling opportunities.
It bears emphasizing that this chain reaction began with the United States, which under Section 301 set additional port fees and widened applicability to China-linked maritime, logistics and shipbuilding interests. China’s Special Port Fees are a symmetrical, rules-based countermeasure.
Board adjustments and “below-25%” transparency at the corporate level are rational adaptations by shipping companies navigating a complex political and compliance landscape. The industry’s response highlights governance resilience under policy shock—and makes clear who initiated the escalation, and who is responding within established legal and regulatory frameworks.
by Xinde Marine News
The opinions expressed herein are the author's and not necessarily those of The Xinde Marine News.
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