UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Mark One)
[_] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
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OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
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Commission file number 000-50113
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Golar LNG Limited
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(Exact name of Registrant as specified in its charter)
Golar LNG Limited
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(Translation of Registrant's name into English)
Bermuda
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(Jurisdiction of incorporation or organization)
Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda
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(Address of principal executive offices)
Securities registered or to be registered pursuant to section 12(b) of the Act.
Title of each class Name of each exchange
None on which registered
Securities registered or to be registered pursuant to section 12(g) of the Act.
Common Shares, par value $1.00
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(Title of class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
None
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(Title of class)
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
65,612,000 Common Shares, par value $1.00
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [_]
Indicate by check mark which financial statement item the registrant has elected
to follow.
Item 17 [_] Item 18 [X]
EXPLANATORY NOTE
GOLAR LNG LIMITED is filing this Amendment to its Report on Form 20-F for
its fiscal year ended December 31, 2003, to include a disclosure regarding
exemptions from certain Nasdaq corporate governance rules under Item 6 of the
Form 20-F. This disclosure speaks as of December 31, 2003.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Exemptions from certain Nasdaq corporate governance rules
At the time that quotation of Golar LNG Limited's Common Shares on the
Nasdaq National Market commenced, Golar LNG Limited received an exemption from
certain corporate governance requirements. Nasdaq rules permit Nasdaq to provide
exemptions from the Nasdaq corporate governance standards to a foreign issuer
when those standards are contrary to a law, rule or regulation of any public
authority exercising jurisdiction over such issuer or contrary to generally
accepted business practices in the issuer's country of domicile. Golar LNG
Limited has received from Nasdaq an exemption from compliance with certain
corporate governance standards that are contrary to the law, rules, regulations
or generally accepted business practices of Bermuda. The exemption, and the
practices followed by Golar LNG Limited, are described below:
o In keeping with Bermuda law and the rules of the Oslo Stock Exchange,
Golar LNG Limited is exempt from Nasdaq's requirement to maintain
three independent directors and currently no member's of its board of
directors independent according to Nasdaq's standards for
independence.
o In keeping with common practices among companies listed on the Oslo
Stock Exchange, Golar LNG Limited is exempt from Nasdaq's requirement
for an audit committee and an audit committee charter. The Company's
full board of directors currently fulfills the function of an audit
committee. The Company's management is responsible for the proper and
timely preparation of the Company's annual reports and are audited by
independent auditors.
ITEM 19. EXHIBITS.
Number Description of Exhibits
32.1 ____ Section 1350 Certification of the Company's Chief Executive
Officer.
32.2 ____ Section 1350 Certification of the Company's Chief Accounting
Officer.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this amended annual report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Golar LNG Limited
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(Registrant)
Date April 19, 2005 By /s/ Graham Robjohns
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Graham Robjohns
Chief Accounting Officer
03849.0004 #558968