Cloudberry Clean Energy Annual report 2020

Cloudberry Annual report 2020 Corporate Governance 56 Any resolution proposed by the Board to set aside pre-emption rights will be in the common interests of the Company, and the basis for such deviation will be publicly disclosed through a stock exchange notice from the Company. Transactions with close associates The Board of Directors shall ensure that any non-im- material transactions between the Company and shareholders, a shareholder’s parent company, members of the Board of Directors, executive personnel or close associates of any such parties are entered into on arms-length terms. Any such transactions shall be described in the Company’s financial statements. Guidelines for directors and executive management The Board of Directors has adopted Rules of Procedures for the Board of Directors which inter alia includes guidelines for notification by members of the Board of Directors and executive management if they have any material direct or indirect interest in any transaction entered into by the Company. 5. Freely Negotiable Shares The shares of the company are freely tradeable, and the company’s articles of association do not place any restrictions on the shares. 6. General Meetings The ordinary general meeting will normally be held every year by the end of June and is open to all shareholders. Shareholders who wish to participate in the general meeting must notify the company within the deadline specified in the notice. The deadline must not expire earlier than 5 days before the date of the general meeting. Documents for the agenda of the general meeting will be available to the shareholders on the company’s website, therefor the requirements of the Norwegian Companies Act or the articles of association, that the documents shall be sent to the shareholders, will not apply. This also applies to documents that according to the Norwegian Companies Act or the Articles of Association must be included in or attached to the notice of the general meeting. Nevertheless, a shareholder may ask for documents relating to the general meeting’s agenda to be sent to him/her. Shareholders unable to attend may vote by proxy. It shall be stated in the notice of the general meeting whether vote by proxy has been granted, and what guidelines may be laid down for such voting. The agenda for the annual general meeting is given by the Articles of Association, and the main topics to be considered include the approval of the annual accounts and the Director’s Report, including distri- bution of dividend, and other matters which by law or the articles of association belong to the general meeting. The Chairman of the Board will normally act as the chairperson for the general meeting. Minutes from the general meetings will be published in accord- ance with the stock exchange regulations. In 2020, Cloudberry held its annual general meet- ing on 24 February. The company also held extra ordinary general meetings on 21 March, 17 June, 9 September and 21 December. 7. Nomination Committee At the extraordinary general meeting on 17 June, in accordance with the Board’s proposal, the general meeting unanimously resolved that that the com- pany should have a Nomination Committee consist- ing of three members, elected pursuant to section 7 of the company’s articles of association. The process of finding candidates for nomination has commenced. The first Nomination Committee will be elected at the general meeting 28 April 2021. The Nomination Committee is responsible for recommending candidates for the election of Members and Chairman of the Board of Directors, and remuneration to the members of the Board. In its work, the Nomination Committee shall follow the Norwegian Code of Practice for Corporate Governance (NUES). The objectives, responsibilities and functions of the Committee are further described in the “Instructions for the Nomination Committee”, which were adopted by the general meeting on 17 June 2020. The instruc- tions are available from the company’s website. 8. Board of directors: Composition and Independence The current board of Cloudberry has five mem- bers, consisting of two women and three men. Composition of the Board of Directors are set out in the table below. All members are elected for a term of two years and may be re-elected.