{"url_path":"/sec/ccec/10-k/2026/item-16","section_key":"item-16","section_title":"Item 16 A.","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1392326/0001193125-26-179568-index.html","accession_number":"0001193125-26-179568","cik":"0001392326","ticker":"CCEC","issuer_name":"Capital Clean Energy Carriers Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1392326/0001193125-26-179568-index.html","primary_entity_key":"0001392326","primary_entity_name":"Capital Clean Energy Carriers Corp."},"word_count":1942,"has_tables":true,"body_markdown":"Item 16.\n\nA.\nAudit Committee Financial Expert.\n\nOur board of directors has determined that director Keith Forman qualifies as an audit committee financial expert for purposes of the U.S. Sarbanes-Oxley Act of 2002 and is independent under applicable Nasdaq and SEC standards.\n\nB.\nCode of Ethics.\n\nOur board of directors has adopted a Code of Business Conduct and Ethics that includes a Code of Ethics (the “Code of Ethics”) that applies to the Company and all of its employees, directors and officers, including its chief executive officer, chief financial officer, chief accounting officer or controller, its agents and persons performing similar functions, including for the avoidance of doubt any employees, officers or directors of our Managers wherever located, as well as to all of the Company’s subsidiaries and other business entities controlled by it worldwide. The Code of Ethics incorporates terms and conditions consistent with the FCPA and U.K. Bribery Act, and includes a Gifts and Entertainment policy.\n\nThis document is available under “Corporate Governance” in the Investor Relations area of our web site (www.capitalcleanenergycarriers.com). We will also provide a hard copy of our Code of Ethics free of charge upon written request. We intend to disclose, under “Corporate Governance” in the Investor Relations area of our web site, any waivers to or amendments of the Code of Ethics for the benefit of any of our directors and executive officers within five business days of such waiver or amendment.\n\nC.\nPrincipal Accountant Fees and Services.\n\nOur principal accountant for 2025 and 2024 was Deloitte Certified Public Accountants S.A. (PCAOB ID No. 1163) The following table shows the fees we paid or accrued for audit and tax services provided by Deloitte and its affiliates for these periods (in thousands of U.S. Dollars).\n\n**Fees**\n \n \n\n**2025**\n\n \n \n\n**2024**\n\nAudit Fees(1)\n \n$\n478.2\n \n$\n402.2\n\nAudit-Related Fees(2)\n \n \n47.6\n \n \n12.6\n\nTax Fees(3)\n\n18.3\n\n17.3\n\n**Total**\n \n**$**\n\n**544.1**\n\n \n**$**\n\n**$ 432.1**\n\n \n\n(1)\nAudit fees represent fees for professional services provided in connection with the integraded audit of the consolidated financial statements of the Company, review of our quarterly consolidated financial information and audit services provided in connection with other regulatory filings.\n\n \n\n(2)\nAudit related fees represent compensation for professional services provided in connection with the public offering and listing on the Athens Stock Exchange of senior unsecured bonds by CPLP PLC.\n\n \n\n(3)\nTax fees represent fees for professional services provided in connection with various U.S. income tax compliance and information reporting matters.\n\nThe audit committee of our board of directors has the authority to pre-approve permissible audit-related and non-audit services not prohibited by law to be performed by our independent auditors and associated fees.\n\nEngagements for proposed services either may be separately pre-approved by the audit committee or entered into pursuant to detailed pre-approval policies and procedures established by the audit committee, as long as the audit committee is informed on a timely basis of any engagement entered into on that basis. The audit committee separately pre-approved all engagements and fees paid to our principal accountant in 2025 and 2024.\n\n \n \n134\n\n[Table of Contents](#TableOfContents)\n\n \n\n \n\nD.\nExemptions from the Listing Standards for Audit Committees.\n\nNone.\n\nE.\nPurchases of Equity Securities by the Issuer and Affiliated Purchasers.\n\nOn January 26, 2023, our board approved a Unit Repurchase Program, providing the Partnership with authorization to repurchase up to $30.0 million of the Partnership’s common units, effective for a period of two years. The Unit Repurchase Program expired in January 2025. We were permitted to repurchase these units in the open market or in privately negotiated transactions, at times and prices that we considered to be appropriate. During 2025, we did not purchase any common shares under the programs.\n\nF.\nChange in Registrant’s Certifying Accountant.\n\nNot applicable.\n\nG.\nCorporate Governance.\n\nNasdaq requires corporations with listed shares to comply with its corporate governance standards, subject to certain exceptions as set forth in Nasdaq Rule 5615. As a foreign private issuer, pursuant to Nasdaq Rule 5615(a)(3) we are not required to comply with all of the corporate governance rules that apply to listed U.S. corporations. However, we have generally chosen to comply with most of Nasdaq’s corporate governance rules as though we were a U.S. corporation. For example, although we are not required to have a majority of independent directors on our board of directors or to establish a compensation committee or a nominating/corporate governance committee under Nasdaq rules, our Bylaws provide that our board of directors must be comprised of a majority of independent directors and that we establish a conflicts committee, compensation committee and a nominating committee each composed solely of independent directors and a nominating committee composed of a majority of independent directors. For the year ended December 31, 2025, our board determined that Keith Forman, Rory Hussey, Martin Houston, Eleni Tsoukala, Atsunori Kozuki and Dimitris P. Christacopoulos were independent directors.\n\nThe following are the significant ways in which the Company’s corporate governance practices deviate from Nasdaq’s corporate governance rules that apply to listed U.S. corporations:\n\n·\nAlthough we have historically voluntarily produced and disseminated a proxy statement in respect of our annual meeting of shareholders and expect to continue to do so, as a foreign private issuer we are not required to solicit proxies or provide proxy statements to Nasdaq pursuant to the Nasdaq corporate governance rules or Marshall Islands law. Consistent with Marshall Islands law and as provided in our Bylaws, we will notify our shareholders of meetings between 15 and 60 days before the meeting. This notification will contain, among other things, information regarding business to be transacted at the meeting. In addition, our Bylaws provide that shareholders must give between 90 and 120 days advance notice to properly introduce any business at a meeting of the shareholders.\n\n·\nConsistent with Marshall Islands law, we are not required to publicly disclose all agreements and arrangements between any director or nominee for director, and any person or entity other than the Company, relating to compensation or other payment in connection with such person’s candidacy for, or service as, a director of the Company.\n\n·\nConsistent with Marshall Islands law, we are not required to have a nominating committee composed solely of independent directors. Consistent with our Articles of Incorporation and Bylaws and the Shareholders’ Agreement, our nominating committee is composed of a majority of independent directors.\n\n·\nIn lieu of obtaining shareholder approval prior to the issuance of designated securities or the adoption of equity compensation plans or material amendments to such equity compensation plans, we will comply with Marshall Islands law, providing that the board of directors approves share issuances and adoptions of and material amendments to equity compensation plans. Likewise, in lieu of obtaining shareholder approval prior to the issuance of securities in certain circumstances (e.g., the issuance of securities in connection with an acquisition of the stock or assets of another company), consistent with Marshall Islands law and our Articles of Incorporation and Bylaws, the board of directors approves certain share issuances.\n\n·\nOur board of directors is not required to meet regularly in executive sessions at which only independent directors are present and without management present.\n\n·\nConsistent with Marshall Islands law, we do not require that our corporate actions or issuances cannot disparately reduce or restrict the voting rights of existing shareholders.\n\nPlease see “Item 6. Directors, Senior Management and Employees—C. Board Practices” and “Item 10. Additional Information—B. Memorandum and Articles of Association” for more detail regarding our corporate governance practices.\n\n \n \n135\n\n[Table of Contents](#TableOfContents)\n\n \n\n \n\nH.\nMine Safety Disclosure.\n\nNot applicable.\n\nI.\nDisclosure Regarding Foreign Jurisdictions that Prevent Inspections.\n\nNot applicable.\n\nJ.\nInsider Trading Policies.\n\nWe have adopted an insider trading policy governing the purchase, sale and/or other disposition of our securities by our directors, officers, and employees and other covered persons that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and exchange listing standards. A copy of our insider trading policy is filed as Exhibit 11.1 to this Annual Report on Form 20-F.\n\nK.\nCybersecurity.\n\nRisk Management and Strategy\n\nThe Company’s business operations, including our onshore operations and vessel operations, rely on information and operational technology systems maintained by our Managers, which could be targeted by computer hackers and cyber terrorists. We rely on information systems maintained by our Managers for a significant part of our operations, including for the steering, navigation and propulsion systems of our vessels, communications and cargo management.\n\nOur Managers have in place safety and security measures on our vessels and onshore operations to secure our vessels against cybersecurity incidents. Our Managers’ processes for assessing, identifying and managing material risks from cybersecurity threats include:\n\n·\ncybersecurity processes designed in accordance with international standards guidelines including the National Institute of Standards and Technology (NIST) Core Framework, ISO 22301:2019 Business Continuity Management Systems, the Tanker Management Self-Assessment (TMSA) 13 Elements, BIMCO, IMO Guidelines and International Ship and Port Facility Security (ISPS) Code;\n\n·\nsystem protection mechanisms such as access procedures, antivirus programs, endpoint detection & response, maintaining a firewall and antispam, anti-phishing and email filtering processes;\n\n·\nimplementation of internal policies and procedures, including an Information Security and Acceptable Use Policy, Information Security Management System Policy, Cyber Incident Response Procedures and Cyber Security Assessments on Policies and Procedures, to manage cybersecurity risk, implement incident reporting procedures and cybersecurity threat responses and regularly assess and monitor our cybersecurity measures;\n\n·\ninternal audit procedures to assess personnel’s compliance with information security procedures and to test the condition of our technology infrastructure;\n\n·\nOn shore penetration testing to review our cybersecurity weaknesses, using either internal competencies or external firms;\n\n·\na multi-vendor approach to reduce the risk of the compromise of a major cybersecurity vendor; and\n\n·\nregular comprehensive cybersecurity training for both ship and shore personnel.\n\nOur Managers use external cybersecurity experts in connection with cybersecurity threat detection and collection of cyber threat intelligence to help us conduct internal training such as unannounced cybersecurity drills and to assist with the management and post-incident analysis of incidents.\n\nWe have adopted the internal policies mentioned above to implement reporting procedures for any cybersecurity incident and a cybersecurity management framework to continuously monitor and access risk. These policies are developed and periodically reviewed by our IT steering committee. The processes outlined above have also been integrated into our overall risk management strategy.\n\n \n \n136\n\n[Table of Contents](#TableOfContents)\n\n \n\nGovernance\n\nThe Audit Committee has ultimate responsibility for the oversight of cybersecurity risks and responses to cybersecurity incidents, should they arise. The Audit Committee receives quarterly updates about cybersecurity threats and processes from the CEO.\n\nThe key management body responsible for accessing and managing material risks from cybersecurity threats is our IT steering committee which is made up of the CEO, the CFO and the Head of Information, Communication and Technology of Capital Ship Management (“ICT”). The IT steering committee periodically extends invitations to additional participants.\n\nThe IT steering committee receives information from the Head of ICT regarding the monitoring, prevention, detection, mitigation and remediation of cybersecurity incidents logged by the ICT department. ICT is responsible for researching, developing, implementing, testing and reviewing our information security to protect information and prevent unauthorized access. Our procedures provide that, to the extent any cybersecurity incident occurs, the Head of ICT is the immediate contact. The IT steering committee then takes follow-up actions, including reporting the incident to relevant stakeholders, carrying out a post-incident review and updating key information, controls and processes. The CEO, who supervises the IT steering committee then reports to the Audit Committee, as discussed above, which assesses, with the support of the legal team, the materiality of incidents in the context of our reporting and disclosure obligations.\n\n \n \n137\n\n[Table of Contents](#TableOfContents)\n\n \n\n \n\nPart III."}