Cloudberry Annual report 2022 Corporate Governance 86 Cloudberry has defined its purpose, and the values and commitments define the Company’s way of working. In combination with the Company’s culture, this forms the fundamental structure on which the Board and the Management believe Cloudberry should be managed. Cloudberry’s value-based culture is the key premise for the behaviour of the Company and the Company’s employees. The core values are: Be Supportive, Be Committed, Be Excellent, and Be Bold. Cloudberry aims to always maintain high ethical standards, and the employees must comply to its guidelines for ethics and corporate social responsibility describing the principles for business practices and personal behaviour within Cloudberry. The employees must comply with Cloudberry’s principles on issues such as human and labour rights, health and safety, business ethics, legal compliance, insider trading, whistleblowing and other relevant issues related to the Company’s operations and adhere to the Company’s Code of Conduct. Sustainability is a rapidly developing field, and ensuring sustainable business operations is an ongoing process. Cloudberry follows the developments and changes in reporting standards closely, in addition to new demands due to growth and changes in the Company. In line with this, Cloudberry decided in 2022 to look to the European Sustainability Reporting Standards (ESRS) requirements, set by the Corporate Sustainability Reporting Directive (CSRD), rather than the World Economic Forum (WEF) Stakeholder Capitalism reporting framework. The ESRS standards are based on the Environment, Social, and Governance (ESG) structure. Cloudberry has described its approach, activities taken place in 2022, ambitions and way forward related to the identified sustainability topics for the Company in the Sustainability report for 2022. Deviations from Section 2 of the Corporate Governance Code: None 3. Equity and dividends Capital adequacy The Company’s management and Board of Directors monitor the Company’s capital structure on a continuous basis, including equity and liquidity, to ensure that the level of equity and liquidity, are appropriate for the Company’s objectives, strategy and risk profile. As of 31 December 2022, Cloudberry’s equity amounted to NOK 3 794 million, equivalent to 82% of the company’s total assets. The debt ratio was 18%. Cash equivalents and current financial investments amounted to NOK 1 538 million. Dividend policy The Company has adopted a dividend policy which mandates that the Company in the short to medium term intends to use its profit for both organic growth and acquisitions and consequently will not make payment of dividend. The Company’s long-term objective is to pay shareholders consistent and growing cash dividends. Over time, the intention is to pay its Shareholders dividends representing 30 – 50% of free cash distributed from the producing power plant companies. However, there can be no assurance that in any given year a dividend will be proposed or declared, or if proposed or declared, that the dividend will be as contemplated by the policy. Any future dividend proposed by the Board will be presented to the general meeting for approval. The Company does not hold any authorisation to resolve dividend distributions. Authorisations to the Board of Directors to purchase treasury shares and increase the share capital The Company’s annual General Meeting held 28 April 2022, granted the Board of Directors the following authorisations to increase the Company’s share capital: · Authorisation to increase the company’s share capital by up to NOK 14,920,524.94 by issuance of up to 59,682,171 new shares each with a nominal value of NOK 0.25. The purpose with the authorisation was to ensure flexibility to finance potential acquisitions and otherwise strengthen the company’s equity. NOK 13,136,980.75 of the authorisation has been utilised. · Authorisation to increase the company’s share capital by NOK 100,000.00 by issuance of up to 400,000 new shares each with a nominal value of NOK 0.25. The authorisation is reserved to the share purchase programme for the members of the Board of Directors. NOK 5,823.75 has been utilised.
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