CORPORATE GOVERNANCE PRACTICE

Statement of Significant Differences Between the Corporate Governance Practices of Danaos Corporation, a Marshall Islands company, and the Corporate Governance Standards of the New York Stock Exchange, Inc. (the 'NYSE').

Pursuant to an exception for foreign private issuers, we are not required to comply with the corporate governance practices followed by U.S. companies under the NYSE listing standards. However, pursuant to Section 303.A.11 of the NYSE Listed Company Manual, we are required to state any significant differences between our corporate governance practices and the standards required by the NYSE. We have elected to comply with the NYSE corporate governance rules applicable to both U.S. and foreign private issuers that are "controlled companies" within the meaning of the NYSE corporate governance standards, other than that, as permitted for foreign private issuers, in lieu of obtaining shareholder approval prior to the issuance of the designated securities, we intend to comply with the provisions of the Marshall Islands Business Corporations Act, providing that the board of directors approves securities issuances and, as permitted for controlled companies, one member of each of the compensation committee and nominating and corporate governance committee of our board of directors is a non-independent director.

 

Danaos Corporation © 2006