Cloudberry Annual report 2022 Corporate Governance 88 According to the Corporate Governance Code, the Board should ensure that the general meeting may elect an independent person to chair the meeting. Cloudberry will facilitate for this for future general meetings. Cloudberry intends to have representatives of the Board of Directors present at the Company’s General Meetings. However, the Company will normally not have the entire Board of Directors participate as this is considered unnecessary. This represents a deviation from the Corporate Governance Code which states that arrangements shall be made to ensure participation by all directors. The chairperson of the nomination committee will be present at the Company’s General Meetings where matters prepared by the nomination committee will be dealt with. Cloudberry facilitates that shareholders may cast votes for each individual matter on the agenda, including each individual candidate nominated for election. Deviations from Section 6 of the Corporate Governance Code: The Corporate Governance Code recommend that all members of the Board attend the general meetings of the Company. Not all board members are present at every general meeting of the Company. 7. Nomination committee Section 8 of the Articles of Association prescribes that the Company shall have a nomination committee. The nomination committee is elected by the General Meeting for a period of two years unless the General Meeting decides on a shorter period. The members of the nomination committee may be re-elected. The current members of the nomination committee are: · Morten S. Bergesen (chairperson) · Joakim Gjersøe · Henrik Lund The composition of the nomination committee shall reflect the interests of all shareholders and ensure independence from the Board of Directors and the executive management. Pursuant to the Corporate Governance Code adopted 14 October 2021, the nomination committee shall not include any executive personnel or member of the Company’s Board of Directors. No executive personnel or members of the Board of Directors in Cloudberry are members of the Company’s nomination committee. The remuneration of the nomination committee is determined by the General Meeting. The nomination committee shall submit its recommendations to the General Meeting regarding election of the chairperson and shareholder elected members to the Board of Directors, as well as remuneration to the members of the Board of Directors. The nomination committee’s recommendations shall address how each of the recommended candidates will attend to the Company’s interests, including with respect to qualifications, capacity and independence. The objectives, responsibilities and functions of the committee are further described in the “The Nomination Committee Policy”, which was adopted by the general meeting on 17 June 2020. The policy is available on the Company’s website. Information about the composition of the nomination committee and the deadline for shareholders to propose candidates for election, is communicated to the Company’s shareholders at www.cloudberry.no. Deviations from Section 7 of the Corporate Governance Code: None 8. Board of directors: Composition and independence Pursuant to Section 5 of the Articles of Association, the Company’s Board of Directors shall consist of between three and eight shareholder elected members. The current Board of Directors of Cloudberry has seven members, consisting of three women and four men. All members are elected for a term of one year and may be re-elected. The chairperson is elected by the General Meeting. Cloudberry encourages the Board members to hold shares of the Company and has established a separate share purchase program for this purpose. According to the program the Board members use 30% of the fixed gross remuneration (prior to tax) per year to acquire shares in the Company.
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