Cloudberry Clean Energy Annual report 2020
59 Cloudberry Annual report 2020 Corporate Governance Board of Directors, and is disclosed under Related Parties. The Chairman of the Board is engaged on a temporary assignment. This is specified with detailed information in note 27 Transaction with related par- ties. The remuneration for such additional duties will be approved by the Board of Directors is specifically identified in the Financial Statements, note 27. 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 Board of Directors, and is disclosed under Related Parties. The Chair of the Board is engaged on a temporary assignment. This is specified with detailed information in Note 27 (Related Parties). The remuneration for such additional duties will be approved by the Board of Directors and specifically identified in the annual report under Note 27. 12. Remuneration of Executive Personnel Cloudberry has established principles for the exec- utive remuneration policy. The policy was approved by the extra ordinary general meeting on 17 June 2020. The policy of remuneration is in form of salary, shares, options and other forms of remuneration. The remuneration to executive personnel is based on attracting and retaining relevant expertise to further develop Cloudberry. The remuneration of the CEO and other executive personnel is reported in the Financial Statements, note 13. 13. Information and Communications Cloudberry complies with the Oslo Børs Code of Practice for IR of July 2019. The Board of Directors adopted an Investor Relations policy in 2020 with a description of the company’s investor information and investor relations policy. The Policy clarifies roles and responsibilities related to financial reporting and contact with the shareholders and the investor market. This is to ensure transparency and equal treatment of the stakeholders. Cloudberry will each year publish its financial cal- endar with a list of dates for important events such as financial reporting and general meetings. The company will give a presentation in connection with financial reporting. We practice a silent period of two weeks ahead of result announcements. Cloudberry provides all financial and other IR information in English. The information posted to our shareholders is posted at the same time at the company’s web site and at Euronext Oslo through its information system www.newsweb.no. 14. Take-Overs In the event of a take-over process, the Board of Directors shall ensure that the shareholders’ inter- ests are safeguarded and that all shareholders are treated equally, and that the Company’s activities are not unnecessarily interrupted. Shareholders must receive sufficient information and be given sufficient time to assess the relevant offer. The Board of Directors is responsible of ensuring that the share- holders are informed in time to assess the offer. The Board of Directors shall not prevent or oppose any takeover bids for the Company’s activities or shares but will make a recommendation as to whether the shareholders should accept the bid. The Board of Directors has no further guidelines for procedures to be followed in the event of a take- over other than described in the instructions for the Board of Directors. 15. Auditor The company’s external auditor is Ernst & Young AS. The Board of Directors will require the Company’s auditor to annually present to the Audit Committee a review of the Company’s internal control procedures, including identified weaknesses and proposals for improvement, as well as the main features of the plan for the audit of the Company. Furthermore, the Board of Directors will require the auditor to participate in meetings of the Board of Directors that deal with the annual accounts. At least one meeting with the auditor shall be held each year in which no member of the executive management is present. The Board of Directors has established guidelines in respect of the use of the auditor by the executive management for services other than audit. The remuneration to the auditor will be approved by the ordinary General Meeting. The Board of Directors will report to the General Meeting details of fees for audit work and any fees for other assignments. Registered office Cloudberry’s registered main office is Frøyas gate 15, 0273 Oslo, Norway. The company is registered with the Norwegian Register of Business Enterprises under number 919 967 072.
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