Cloudberry Clean Energy Annual report 2020

Cloudberry Annual report 2020 Corporate Governance 58 Compensation Committee: In 2020 the Board of Directors implemented the instructions for the Compensation Committee. The Board of Directors has in the beginning of 2021 established the Compensation Committee, which will be a subcommittee of the Board of Directors. The Compensation Committee recommends, oversees and approves compensation and remuneration of the company’s executive management, and other matters concerning the management. The Compensation Committee shall propose guidelines related to the compensation, which shall be adopted by the Board of Directors. Environmental, Social and Governance Committee (ESG): In the beginning of 2021 the Board of Directors will establish an ESG-committee which will contain of two board members plus the Chief Sustainability Officer of the company. The committee’s purpose is to ensure a high standard for Cloudberry’s strategic and operational aspects with regard to the environ- ment, social conditions and corporate governance (ESG). In 2020 the company implemented instruc- tions for responsible and sustainable investment. Code of Conduct: Cloudberry’s Code of Conduct is the basis for the company’s ethical culture. Our business and invest- ments should be conducted in a highly ethical manner. The Company´s Board has approved the Code of Conduct and it will be implemented in 2021. The Code applies to all employees in the Cloudberry Group, Board members, business partners and sup- pliers, stakeholders, and other representatives of the company. Every employee of Cloudberry shall act in compliance with the Code of Conduct. It is expected that we help each other acting in accordance with the Code and give notice of room for improvements or breach of the rules. Cloudberry is committed to achieving a sustain- able development in our operations in all general terms. Business opportunities aimed at promoting a sustainable future shall be a part of Cloudberry’s strategic assessments, and we will leverage our competence and expertise towards contributing to developing a sustainable future. 10. Risk Management and Internal Control Prior to every Board meeting and when needed the CEO reports in writing to the Board of Directors on the company’s position and financial status and performance. The Board of Directors is responsible for the company’s risk management and internal control systems that apply to the business activities. Through the CEO the Board of Directors is ensuring risk and cor- porate management and that the company complies with the Companies Act and other applicable laws and regulations in the regions we operate, according to sound ethical principles in terms of administrative, technical, business and personnel matters. In 2020 Cloudberry employed a Group Accounting Manager who is responsible for group consolidation, internal control and the framework of business risk and opportunities management, reporting to the CVO. The Board of Directors is frequently briefed on this work with regular reporting and its action plans. In 2020, Cloudberry started the process of identify- ing and assessing the significance of the climate-re- lated risks and opportunities for the company. The identified risks have been subject to an internal eval- uation of the likelihood of occurrence, time horizon, and potential financial impact. The risk assessments are provisional and will be further developed during 2021. The assessments are described under “Planet” in the Sustainability section. For information on the company’s financial risk and risk management, reference is made to the Financial Statements and note 7 Market related risks, note 8 Commercial and operational risks and note 9 Financial risks. 11. Remuneration of the Board of Directors The Nomination Committee submits its recommenda- tion to the annual general meeting on remuneration of the Board of Directors. The remuneration should reflect the Board’s responsibly, experience, time spent and the complexity of the company. The Board’s remuneration is not linked to performance and the Board members hold no options in the company. Board members who participate in the Audit Committee, the Compensation Committee and the ESG Committee receive separate compensation for this. Detailed information on the remuneration of the Board of Directors can be found in the Financial Statements, note 13. Members of the Board with specific assignments for the company in addition to their appointment as members of the Board, shall be fully disclosed to the