Cloudberry Annual report 2021 Corporate Governance 84 the Audit Committee are independent. The committee performs tasks related to financial reporting, the annual accounts and internal control. The Audit Committee has contact with the Company’s auditor. It will be held minimum four Audit Committee meetings per year. The Compensation Committee: The Compensation Committee was appointed by and among the members of the Board of Directors in the beginning of 2021. All its members are independent of the Company’s executive management. The Compensation Committee recommends, oversees, and approves compensation and remuneration of the company’s executive management, and other matters concerning the management. The Environmental, Social and Governance Committee (ESG) Committee: The Company has established an ESG Committee consisting of two Board members and the Chief Sustainability Officer of the Company. The committee’s purpose is to guide and support the Company’s work, anchor its commitment, and ensure high standards on both strategic and operational levels within environmental, social and governance aspects. Code of Conduct: Cloudberry’s Code of Conduct is the basis for the Company’s ethical culture. Its purpose is to ensure that the Company’s business and investments are conducted in a highly ethical manner. The Code of Conduct is revised and audited by the Board of Directors annually. The Code of Conduct applies to all employees in the Cloudberry Group, the Board of Directors, and other representatives of the Company. Every employee of Cloudberry shall act in compliance with the Code of Conduct. The Code of Conduct shall inter alia ensure that the Board members and the executive personnel make the Company aware of any material interest they may have in matters to be considered by the Board. Cloudberry is committed to achieving a sustainable 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. Deviations from Section 9 of the Corporate Governance Code: None 10. Risk Management and Internal Control Prior to every Board of Directors 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 corporate management and that Cloudberry complies with the Companies Act and other applicable laws and regulations in the regions Cloudberry operates, according to sound ethical principles in terms of administrative, technical, business and personnel matters. Operational and market risk All processes throughout the value chain are exposed to operational risk. A key operational risk is related to the operating performance of the producing assets, but there is also risk relating to the process of transitioning development projects from the backlog and pipeline stage. Even though the Group has a solid project pipeline, finalizing the projects is dependent on a number of factors such as project availability, local authority approvals, environmental impact, suppliers, financing, power prices and the regulatory framework in the relevant market. Market risk is mainly related to the attractiveness of small-scale hydropower projects and wind projects in the Nordic markets, as derived from the development in power prices relative to the prices of key construction components. Cloudberry manages the risk through close follow-up and monitoring of operating assets and developing projects. Procedures and guidelines for the business are implemented and reviewed regularly. Political risk The Group`s activities are subject to the laws and regulations applied by the governmental authorities in connection with obtaining licenses and permits, government guarantees, and other obligations regulated by law in each country. Regulatory authorities exercise considerable discretion in matters of enforcement and interpretation of applicable laws, regulations and standards, the issuance and renewal of licenses and permits, capital transfer restrictions and in monitoring licensees’ compliance with the terms thereof. Cloudberry emphasises the uncertainty these factors have when making
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