91 Cloudberry Annual report 2022 Corporate Governance 11. Remuneration of the Board of Directors Cloudberry has established guidelines for salary and other remuneration for executive personnel, which also covers guidelines for remuneration to the Board of Directors. The guidelines have been prepared in accordance with Section 6-16a of the Public Limited Liability Companies Act. The remuneration of the Board of Directors is resolved by the Company’s General Meeting and should reflect the Board of Directors’ responsibly, experience, time spent and the complexity of the Company’s activities. The Board of Directors’ remuneration is not linked to the performance and the Board of Directors hold no options in the Company. The Board of Directors members who participate in the audit committee, the compensation committee and the ESG committee receive separate compensation for these appointments, which are approved separately by the Company’s General Meeting. Detailed information on the remuneration of the Board of Directors can be found in the Financial Statements, note 27. As a main rule, the members of the Board of Directors shall not have any specific assignments for the Company in addition to their appointment as members of the Board of Directors. Deviations from Section 11 of the Corporate Governance Code: None. 12. Salary and other remuneration for executive personnel Cloudberry has established guidelines for salary and other remuneration for executive personnel. The guidelines have been prepared in accordance with Section 6-16a of the Public Limited Liability Companies Act, with applicable regulations on guidelines and reporting of remuneration for leading personnel. The main purpose of the guidelines is to allow shareholders to influence the parameters determining salary and other kinds of remuneration to executive personnel and to create a culture for remuneration that promotes the Company’s longterm interests, strategy and the Company’s financial sustainability, while at the same time ensuring the shareholders’ influence. By remuneration means all consideration received by an individual, including fixed salary, performance-based pay and other benefits. The remuneration for leading personnel is based on attracting and retaining relevant expertise to further develop the Company. The guideline sets out an absolute limit for performance-related remuneration. More detailed information about the individual remuneration of the CEO and other leading personnel is provided in the Company’s annual report note 12. Employee benefits and share based payments and the Company’s guidelines on the salary and other remuneration for executive personnel will be published after the annual General Meeting in 2023. Deviations from Section 12 of the Corporate Governance Code: None 13. Information and communications The Board of Directors adopted an investor relations policy with a description of the Company’s investor information and investor relations policy. The policy clarifies roles and responsibilities related to financial reporting and contact with the shareholders and the investor market. This is to ensure transparency and equal treatment of the stakeholders. Cloudberry publishes its financial calendar annually with a list of dates for important events such as annual General Meetings and financial reports. The Company practices a silent period of two weeks ahead of publication of financial statements. Cloudberry provides all stock exchange announcements, financial reports and presentations, and other IR information at the Company’s web site www.cloudberry.no and the information is also posted at Oslo Stock Exchanges’ official news channel www. newsweb.oslobors.no. Cloudberry gives presentations in connection with the financial reporting, and these presentations are broadcasted digitally. Deviations from Section 13 of the Corporate Governance Code: None
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