Cloudberry Annual report 2022 Corporate Governance 92 14. Take-overs The instructions of the Board of Directors of Cloudberry contain guidelines on how the Board of Directors shall act in the event of a take-over bid. In such case, the Board of Directors shall ensure that the shareholders’ interests are safeguarded and that all shareholders are treated equally, and that the Company’s activities are not unnecessarily interrupted. The Board of Directors shall further ensure that all shareholders receive sufficient information and are given sufficient time to assess the relevant offer. The Board of Directors is responsible of ensuring that the shareholders are informed in time to assess the offer. The Board of Directors shall not prevent or oppose any takeover bids for the Company’s activities or shares but will make a recommendation as to whether the shareholders should accept the bid. Deviations from Section 14 of the Corporate Governance Code: None 15. Auditor The Company’s external auditor is Ernst & Young AS. The Board of Directors require the Company’s auditor to annually present to the audit committee the main features of the plan for the audit of the Company. The auditor participates in meetings of the Board of Directors and the audit committee that deal with the annual accounts. At these meetings the auditor report on any material changes in the Company’s accounting principles and key aspects of the audit, comment on any material estimated accounting figures and report all material matters on which there has been disagreement between the auditor and the Company’s executive management. Further, the Board of Directors has an annual review of the Company’s internal control procedures with the auditor, including identified weaknesses and proposals for improvement. The Board of Directors has established guidelines in respect of the use of the auditor by the executive management for services other than audit. The remuneration to the auditor is subject to approval by the annual General Meeting. The Board of Directors will report to the General Meeting details of fees for audit work and any fees for other assignments. Deviations from Section 15 of the Corporate Governance Code: None
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