89 Cloudberry Annual report 2022 Corporate Governance The shareholdings of members of the Board as of 31 December 2022 are set out in note 27 of Cloudberry’s consolidated financial statements (“Financial Statements”). Further, the composition of the Board of Directors, and information about the Board members’ background and qualifications are detailed in the section “Board of Directors” of the annual report for 2022. The composition of the Board of Directors ensures that it can attend to the common interest of all shareholders and meets the Company’s need for expertise, capacity and diversity. The Board of Directors evaluates its own work on an annual basis to ensure that it functions efficiently. Detailed information regarding meeting attendance, see section 9 (The work of the Board of Directors) in this report. All shareholder elected members are considered independent of executive management and material business contacts. Further, 6 of 7 members of the Board are independent of the Company’s main shareholders. Nicolai Nordstrand is the general manager of Havfonn AS, which as of 31 December 2022 controlled 8.5% of the shares and votes of Cloudberry. At the same time, Havfonn AS, jointly with its parent company Snefonn AS, controlled 14.06% of the share and votes of Cloudberry. None of the members of the Board of Directors are part of Cloudberry’s executive management team, but the Chief Executive Officer, Chief Value Officer and Chief Compliance & Organisation Officer regularly attends the Board of Directors’meetings. Deviations from Section 8 of the Corporate Governance Code: None 9. The work of the Board of Directors The Board of Directors emphasises maintaining a high standard of corporate governance. The Board of Directors is responsible for the over-all management of the Company and supervises the Company’s day-to-day management and overall activities of the Company. The Board of Directors has implemented a separate “Instructions for the Board of Directors” and “Instructions for the CEO”. These instructions provide detailed and clear allocation of the responsibilities and duties of the Board of Directors and the Chief Executive Officer. The meetings of the Board of Directors have emphasised the Company’s activities, position, financial and operational developments, and objectives of the Company with its strategy and implementation. The Board of Directors has established an annual meeting schedule based on quarterly milestones and duties. The Board of Directors also prepares for general meetings. The Board of Directors had 16 meetings during 2022. To secure an independent discussion and valuation without related parties on Board issues, there were two incidents where members of the Board of Directors were excused from the board meeting. The Board of Directors’ performance is evaluated annually, and the evaluation is made available to the nomination committee. Transactions with close associates The Board of Directors shall ensure that all transactions between the Company and close associates are approved by the Board and are in compliance with Sections 3-8 and 3-9 of the Public Limited Liability Companies Act. Any such agreements must be balanced and not give concern for potential conflicts of interests with the Company. If the Company enters into any agreement exceeding a fair market value of NOK 100,000 with a shareholder, a shareholder’s parent company, members of the Board of Directors, executive personnel, or any of their close associates an independent third-party valuation shall be obtained. Any transactions with close associates shall be described in the director’s annual report. The audit committee The Company’s audit committee is governed by the Norwegian Public Limited Liability Companies Act and a separate instruction adopted by the Board of Directors. The members of the audit committee are appointed by and among the members of the Board of Directors. The majority of the members of 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, which in 2022 attended all meetings. It will be held minimum five audit committee meetings per year.
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