Effective from 28 November 2012

TANKER STRUCTURE CO-OPERATIVE FORUM

CHARTER

ORGANIZATION AND GENERAL

1. Mission The mission of the Tanker Structure Co-operative Forum (TSCF) is to advance maritime safety through improvements in the design and maintenance of tanker structures. This is achieved by sharing technical knowledge and experience in order to gain a better understanding of the safety performance of tanker structures in service. Specific topic areas of interest include corrosion, structural defects, inspection procedures, and criteria for determining renewal of damaged or corroded structure.

The TSCF is committed to sharing accumulated experience on tanker structures with the marine industry. This is achieved through prompt public release of technical manuals and information papers, and proceedings of TSCF Shipbuilder’s Meetings.

Note: while structural aspects of gas and chemical carriers in the topic areas mentioned above are of interest to the TSCF, specialized aspects such as cryogenic containment systems are not the focus of the TSCF.

2. Organization Structure The TSCF is an informal technical body whose membership is voluntary and comprised of Oil Companies, Independent Owners/Operators and Classification Societies who will actively contribute to the TSCF’s Mission. The TSCF organization includes a Steering Committee which is the governing body, and the Work Group which reports directly to the Steering Committee. There are no membership fees but monetary contributions may be requested from the membership to cover third-party costs such as those associated with publications and industry meetings.

3. Chairpersonship The Chairpersons are appointed by the Steering Committee. The Steering Committee Chairperson and Work Group Chairperson positions are typically filled for concurrent two (2) year terms. Filling of the Chairperson positions is rotated in order among Independent Owners/Operators, Classification Societies and Oil Companies members.

4. Voting Decisions of the Steering Committee and the Work Group are normally decided by consensus. If a vote is deemed required, it shall be decided by majority of the Steering Committee or Work Group members except in the case of charter revision, membership and external communication of technical positions. For charter revision voting, see Part 5. For membership voting, see Parts 9 and 11. For external communications of technical positions see Part 12.

5. Charter Revision Any Charter revisions proposed by a member shall be circulated by the Steering Committee Chairperson at least 60 days prior to ballot. The revision is adopted if approved by a two-thirds vote of the full Steering Committee membership. The voting may be by email correspondence.

MEMBERSHIP

6. Member Requirements Membership is open to any companies/organizations falling into one of the following three membership categories:  Oil Company – that operates or charters petroleum tank vessels.  Classification Society – with experience in classing petroleum tank vessels.  Independent Owner/Operator – operator of petroleum tank vessels not associated with an Oil Company.

Petroleum tank vessels - means those vessels designed to transport crude oil, petroleum products, chemicals, LPG and LNG.

7. Participation Requirements Members are required to: a. Designate a Work Group representative and a Steering Committee representative. b. Participate in Steering Committee and Work Group meetings, projects and efforts. c. Make presentations to the Work Group on technical subjects of interest based on own recent experience. d. Periodically fill chairpersonship role for Steering Committee and Work Group. These roles would typically be filled by the same company/organization for the same two (2) year period. e. Periodically host meetings. f. Provide equal share of monetary contributions to cover third-party costs such as those associated with publications and industry meetings, as decided and agreed by the Steering Committee.

8. Application for Membership A prospective member shall send a formal request to join the TSCF to the Steering Committee Chairperson, which shall be distributed to the Steering Committee members at least 30 days before a Steering Committee meeting. The request should demonstrate the prospective member’s ability to meet the membership requirements.

9. Voting in of Members New members shall be voted in at a Steering Committee meeting by a majority of Steering Committee members. Members not attending the meeting may vote by email prior to the meeting.

10. Cessation of Membership A member may cease to be a member at any time by giving formal notice to the Steering Committee Chairperson.

11. Termination of Membership Failure by a member to fulfill one or more of the Participation Requirements set out above in Part 7 shall be a reason for termination of membership. The Steering Committee Chairperson is to review the membership's fulfillment of Participation Requirements continuously and advise the Steering Committee at least sixty days prior to the next Steering Committee meeting of member companies/organizations which have not designated Work Group representatives or Steering Committee representatives, have not paid their share of monetary contributions within three months of notice of their obligations, or are in breach of one or more of the other Participation Requirements. Before voting on a member's termination the Steering Committee is to consider the report of the Steering Committee Chairperson and any comments or correspondence from the member company/organization not fulfilling the Participation Requirements. The membership may be terminated by a two-thirds vote of other members voting at a Steering Committee meeting.

STEERING COMMITTEE

12. Roles of the Steering Committee The Steering Committee is to provide oversight and direction for issues of the TSCF including policy, organization, work activities, industry liaison, and membership. It will receive activity reports from the Work Group and approve the work program of the Work Group. All publications and technical positions intended for external communication shall be agreed by a majority vote of a quorum of the Steering Committee. A quorum shall consist of at least half the members with at least three representatives from each membership category.

13. Roles of the Steering Committee Chairperson With assistance and input from the members, the roles of the Steering Committee Chairperson include:  Establishing the agenda, presiding at, and issuing minutes for Steering Committee meetings.  Coordinating official TSCF communications to other entities.  Managing changes in membership including maintenance of the TSCF membership list.  Providing leadership for other TSCF activities, organization, and policy.  Planning for the smooth transition to the next Steering Committee Chairperson.

14. Annual Steering Committee Meetings Steering Committee meetings shall normally be held once every calendar year and will be held at a place and time as designated by the Steering Committee. Hosting of the Steering Committee meetings is typically rotated among members. Steering Committee meetings will normally include agenda items such as the following:  Welcome and introductions  Minutes of previous meeting  Membership and termination of membership  Activities report from the Work Group Chairperson  Approval of next Work Group work program  Industry liaison activities  Other current topics of technical interest  Next meeting

WORK GROUP

15. Roles of the Work Group The Work Group will carry out the primary activities and work of the TSCF including sharing technical experience, publications, technical studies, industry events and liaison work. The work program of the Work Group will first be endorsed by the Steering Committee. The Work Group develops and performs the work program of the TSCF which typically consists of three to five topics of technical interest to the members.

16. Roles of the Work Group Chairperson With assistance and input from the members, the roles of Work Group Chairperson include:  Establishing the agenda, presiding at, and issuing minutes for Work Group meetings.  Coordinating activities and work carried out by the Work Group.  Considering the setting up of sub-work groups.  Reporting to the Steering Committee.  Planning for the smooth transition to the next Work Group Chairperson.

17. Work Group Meetings Work Group meetings shall be held at least once every calendar year and will be held at a place and time as agreed by the Work Group. Hosting of Work Group meetings is typically rotated among members. Smaller Sub-work groups may also meet to carry out work of the TSCF. Work Group meetings will normally include agenda items such as the following:  Welcome and introductions  Minutes of previous meeting  Sub work group activities reports  Break-out sessions on work group activities  Technical experience presentations by members  Industry liaison activities  Other current topics of technical interest  Next meeting ANTITRUST POLICY & GUIDELINES

18. Statement of Policy It is the policy and intent of the TSCF to operate at all times in strict compliance with applicable competition and antitrust laws and regulations. By its attendance at TSCF Meetings and/or participation in TSCF activities, each member is deemed to have agreed to this policy.

19. Procedural Guidelines All business of the TSCF shall be conducted at regularly scheduled meetings of the TSCF, through the activities of duly designated Committees or Work Groups, (including sub-work groups) or through correspondence (letters, email or other communications). All correspondence, and discussions or conversations of participants in TSCF Committee or Work Group Meetings ("TSCF Meetings"), including during breaks or at scheduled or non-scheduled social activities connected with TSCF Meetings must follow these Guidelines.

All TSCF Meetings shall be conducted only in accordance with written agendas. Such written agendas shall be reviewed in advance to assure that the agenda items are in compliance with these Guidelines. Agendas will be distributed to all participants in advance of Meetings. Each participant shall ensure that any document it will present at a Meeting is similarly reviewed for compliance with these Guidelines before it is distributed.

Minutes of each Meeting shall be kept, which minutes shall include a notation of a member absenting him/herself from the meeting or for a particular agenda item.

Terms of reference for or work assignments to Work Groups shall be in writing.

Any reports, recommendations, or other work product of the Work Groups shall be reviewed for compliance with these Guidelines before being approved by the Steering Committee.

20. Prohibited Agreements and Activities The following types of agreements, whether expressed or implied, are strictly PROHIBITED as TSCF activities:  Any agreements among members concerning the price to be paid by them for any product or service or the terms and conditions on which any product or service will be bought or sold (except for bilateral agreements in the capacity of supplier and customer).  Any agreements with the intent or effect of excluding any party from access to technology, suppliers or markets for the purchase or sale of goods or services.  Any agreement allocating markets, territories, customers or suppliers.|  Any agreement to boycott or refuse to deal with a third party. Recognizing that the existence of an unlawful agreement or concerted practice may be inferred from circumstances, including information exchanges:  As a general matter, only non-confidential, non-proprietary technical or other information may be discussed or exchanged at TSCF Meetings or through TSCF-sponsored activities

In addition, discussions or disclosures of the following types of information are PROHIBITED at TSCF Meetings:  Individual member prices or other terms of sale;  Individual member price differentials, price mark-ups, discounts, allowances or credit terms;  The prices or terms and conditions contained or to be contained in any individual arrangement for the purchase of any goods or services by any member;  Individual company costs, cost accounting formulas or methods of computing costs;  Information as to commercial plans of individual members for the production, purchase, sale, distribution, delivery or marketing of particular products or services  Information as to commercial plans of individual members related to the introduction, or deployment of technology.

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