Cloudberry Clean Energy Annual report 2020

55 Cloudberry Annual report 2020 Corporate Governance Cloudberry became a fully integrated renewable company and changed name from Cloudberry Asset Management AS to Cloudberry Clean Energy AS. Cloudberry’s success factor is its continuous ability to grow and mature an in-house development portfolio and scanning for attractive acquisitive and strategic growth opportunities. We have a solid development track record and a large production portfolio with both hydro and wind assets. Our integrated business model is based on a partnering model for construction, operations and maintenance to ensure risk-sharing, quality, cost and capital efficiency across the value chain. A sustain- able and local approach is distinctive for our owner- ship, development and operations and going hand in hand with a commitment to long-term value creation for all stakeholders. Power produced and transferred to the transmission and distribution network equals our sales volume. Our revenue streams are predomi- nantly determined by power sales volume and actual power price achieved in the spot market (Nord Pool). Over time, Cloudberry seeks a balanced mix between spot pricing and long-term fixed purchase price agreements (PPAs). We cultivate our portfolio to ensure a diversification and balance of risk, returns, asset- and geographical mix. We consider material financial and ESG related fac- tors relevant and important for our business when we make business decisions. We build robustness through a diversified and balanced portfolio and use competitive financing to deliver sustainable, profita- ble and long-term growth. The Company’s executive management team consists of five members: Chief Executive Officer, Chief Value Officer, Chief Sustainable Officer, Chief Development Officer and Chief Operating Officer and together the team covers the value chain’s processes. The Company’s CEO oversees the daily conduct of business, including the effectuation, implementation and follow-up of the objectives and strategies set by the Board of Directors. CEO super- vises that Cloudberry`s accounts are in accordance with laws and regulations and provides the Board of Directors with the necessary information to carry out its administration and supervision tasks in a proper manner. 3. Equity and Dividends Share capital Cloudberry’s share capital is NOK 26,266,334 divided into 105,065,336 ordinary shares. Capital adequacy Cloudberry’s shareholders’ equity on 31 December 2020 amounted to NOK 1,055 million, equivalent to 76% of the company’s total assets. The debt ratio was 25%. Cash equivalents and current financial investments amounted to NOK 605 million Dividend No dividend was distributed during 2020. Cloudberry is growing and is using its capital to fund targeted projects. Over time, the intention is to pay its share- holders dividends representing 30 - 50% of free cash distributed from the producing power plant companies. Authorisations to the Board of Directors At the company’s annual general meeting, on 21 December 2020, the Board of Directors was granted the following authorisation: · Authorisation to increase the company’s share capital by up to NOK 6 566 583 by issuance of 26 266 332 new shares each with a nominal value of NOK 0.25. The authorisation is effective until the earlier of the Annual General Meeting in 2021 and 30 June 2021. For supplementary information on the authorisa- tions, reference is made to the minutes of the annual general meeting held on 21 December 2020, availa- ble from the company’s website www.cloudberry.no . 4. Equal treatment of Shareholders and transactions with close associates Cloudberry has one share class and each share in the company carries one vote. All shares carry equal rights, including the right to participate in general meetings. Pre-emption rights to subscribe The Company’s shareholders have pre- emption rights in share offerings according to the Norwegian Companies Act. Such pre-emption rights may how- ever be set aside, either by the General Meeting or by the Board of Directors if the General Meeting has granted a Board authorisation which allows for this.