Andreas, who sat on the New York-listed tanker owner’s audit committee, said he was stepping down after eight years due to a “disagreement with the board as to the process the board is taking in reviewing a tax issue”, according to a letter contained in a securities filing.
In the note, which was addressed to chairman Michael Zimmerman, he added: “In taking this action, I urge you to report this issue to our auditors, PricewaterhouseCoopers LLP, prior to the company disclosing my resignation with the SEC. I understand that the company must file a Form 8-K with the SEC when a director resigns in this context.
"I very much regret having to take this action. I had hoped in prior discussions to convince the board and audit committee to follow a different direction. I was unsuccessful in those efforts. As a result, I have decided to tender my resignation.”
In the securities filing OSG said the complaint stems from “the fact that the company is domiciled in the United States and has substantial international operations" and claims it relates to the "interpretation of certain provisions contained in the company's loan agreements”.
In response to the letter, which was dated 27 September, Zimmerman said the company and its board "do not understand" the paragraph in which Andreas indicated the "resignation resulted from a disagreement with the board as to the process the board is following in reviewing this issue".
"The process we discussed at the September 20, 2012 board meeting, including scheduling a follow-up board meeting, to discuss the issue in detail (which has already occurred), is akin to that which we have taken on all issues that have come before our board - thorough review, careful consideration and participation by all members of the board," the chairman added.
Zimmerman went on to say a meeting of the audit committee has been scheduled for this week and said the board of directors has already initiated discussions with PricewaterhouseCoopers about the contentious tax issue.
The specifics of the matter to which Andreas and Zimmerman refer is unclear but some observers believe it could have something to do with a complaint led by Florida-based affiliate OSG America, which sued the US government over disputed tax penalties earlier this year.
Other market sources say it is more likely related to ongoing negotiations with lenders over an upcoming liquidity gap and attempts to the repatriate tax assets by moving vessels used to secure debt between different tax entities, a process that isn’t uncommon to shipowners seeking refinancing.
Calls to contacts at the company's headquarters in Manhattan and chief executive Morten Arntzen seeking comment were not immediately returned at the time of writing on Wednesday.
You can read the letters and SEC filing in full by clicking on the link located under the Related Media section to the right of this article
