Cloudberry Annual report 2022 Corporate Governance 90 The compensation committee The compensation committee is appointed by and among the members of the Board of Directors. In 2022 there were made changes to the members of the committee. 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 an ESG committee consisting of two Board members. 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 The Board of Directors is responsible for the Company’s risk management and internal control systems that are appropriate in relation to the extent and nature of the Company’s activities. Both the Board of Directors and the management of the Company focus on risk management and internal controls. In 2022, Cloudberry updated the policy and procedures regarding risk management internal control. The aim was to heighten the knowledge and awareness of risk, to standardize the process and ensure a common framework and definition throughout the Group and our different risk processes. The Company considers threats and opportunities within four main areas; strategic risks, financial risk, market/ external risk and operational risk. Risk assessments shall be updated on a quarterly basis, unless there are major events influencing the risk review of the Group. Then the Company updates immediately. The highests risks, calculated by considering probability and consequence, and the mitigating actions are discissed in the management team in Cloudberry, with the audit committee and annually with the Board of Directors. Prior to every Board meeting and otherwise when needed, the CEO reports in writing to the Board of Directors on the Company’s position, financial status and performance. Through the CEO, the Board of Directors is ensuring risk and corporate management and that Cloudberry complies with the Public Limited Liability 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. 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. In the annual reporting, the Board of Directors reviews the Company’s risk areas. The annual review pays attention to inter alia: · Financial risks, including liquidity, interest and foregin exchange rate, inflation and cost control · Political risk and changes in laws and regulations · Volatile energy prices and revenue exposure · IT/digital risk, including IT fraud and hacker attacs · Climate and nature impact risks Deviations from Section 10 of the Corporate Governance Code: None
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