Board/Management Information • Mar 25, 2024
Board/Management Information
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The nomination committee of Cloudberry Clean Energy ("Cloudberry" or "The Company") has since the general meeting 27 th of. April 2023 consisted of Morten Bergesen (Chair), Henrik Lund and Joakim Gjersøe.
The committee has met 9 times since the general meeting 27 th of April 2023 in addition to interviews with all the Board of Directors and Cloudberry's CEO and dialog with shareholders.
The work undertaken by the nomination committee has been made in accordance with section 7 of the Articles of association and the guidelines for the nomination committee resolved by the general meeting on 17 June 2020. Further, in its work the committee has sought to comply with the principles set out in the Norwegian Code of practise for Corporate Governance (NUES) of 14 October 2021.
The Board of Directors has for the election period 2023 to 2024 consisted of the following members:
Their first year of election in parenthesis. As the election period is one year, all members are up for election.
Stefanie Witte will resign from the Board of Directors. The rest of the members of the Board of Directors has made themselves available for re-election.
The nomination committee is proposing to re-elect:
for another election period of one year.
In addition, the nomination committee is proposing Mads Andersen as a replacement for Stefanie Witte. He is elected for one year. The committee recommends to the general meeting to re-elect Tove Feld as the Chair of Board of Directors.
Mads Andersen has three decades of technical and managerial experience from the international energy services industry and has been in executive positions since 2002. He has been the CEO of Aibel for 8 years, and has extensive experience in strategy development and execution, earnings improvements and acquisitions. The nomination committee considers Mads Andersen a valuable addition to the board and in particular his experience as a seasoned CEO in the energy industry.
For further information on the candidates' background and experience, reference is made to the attached CV's'.
The nomination committee has in its assessment considered the composition of the Board of Directors as a whole with regards to competence, experience, background, capacity, diversity and effectiveness. The committee is of the view that the recommendation of Mads Andersen reflects the complementarity, indepth experience and knowledge which is required for the board to fulfil its role in the best possible way. The nomination committee is of the view that the requirements of chapter 8 in NUES regarding independence is met, and further regards that the Board of Directors will be able to act according to the shareholders best interest, independently of special interests.
The nomination committee has since the general meeting 27th of April 2023 consisted of Morten Bergesen (Chair), Henrik Lund and Joakim Gjersøe. The election period for the members of the committee is 2 years. Joakim Gjersøe is up for election for the general meeting in 2024.
Joakim Gjersøe has made himself available for re-election for the position at the general meeting.
The composition of the nomination committee is proposed as follows, with the term indicated in parathesis:
The mandate of the nomination Committee also includes proposing recommendations to the general meeting for remuneration to the members of the Board of Directors, the sub-committees of the Board of Directors and the nomination committee. In the process of determining the remuneration, the nomination committee's basis has been that the remuneration shall be competitive, but not market leading compared to other similar businesses. At the same time, it has been put emphasis on creating a closer alignment of the interest of the Board and the Company's shareholders by continuing the share purchase program for the members of the Board of Directors which was resolved by the general meeting in 2021.
The nomination committee has in its recommendation to remuneration of the Board of Directors taken into account the workload and the responsibility of the members of the Board of Directors as well as the Company's ability to attract the relevant expertise to the Board of Directors.
On this background, the nomination committee proposes that the general meeting resolves the following remuneration for the work until the annual general meeting to be held in 2025 (the remuneration up until the annual general meeting held in 2024 is set out in the parenthesis):
| Board of Directors | |
|---|---|
| Chair: | NOK 646.000,- (610.000,-) per annum |
| Director: | NOK 323.000,- (305.500,-) per annum |
| Audit committee: | |
| Chair: | NOK 81.000,- ( 74.000,-) per annum |
| Member: | NOK 52.000,- (47.000,-) per annum |
| Compensation committee: | |
| Chair: | NOK 48.000,- (45.000,-) per annum |
| Member: | NOK 36.000,- (34.000,-) per annum |
| ESG committee | |
| Chair: | NOK 48.000,- (45.000,-) per annum |
| Member: | NOK 36.000,- (34.000,-) per annum |
| Nomination committee: | |
| Chair: | NOK 48.000,- (45.000,-) per annum |
| Member: | NOK 36.000,- (34.000,-) per annum |
To ensure a close alignment of the interests of the Board of Directors and the Company's Shareholders, the nomination committee is of the view that it is advisable to continue the share purchase program for the members of the Board of Directors. In accordance with the program the members of the Board of Directors shall invest 30% of the fixed gross remuneration (prior to tax) per year in the Company shares until the value of the shares of each individual member amounts to at least two years of board remuneration. The members of the Board of Directors shall after the threshold of two years board remuneration has been achieved, be offered to use up to 30% of the gross board remuneration (prior to tax) to acquire shares. The shares that are acquired pursuant to the program subject to a three-year lock-up and will be offered at a subscription price which is 15% below the prevailing market price. The program is personal for each member of the Board of Directors and the ownership of the shares must always maintain under the control of the board member. The share purchasing program is administered by the Company.
The recommendation by the Nomination Committee is unanimous.
Oslo, 21 March 2024
Morten S. Bergesen (sign.) Joakim Gjersøe(sign.) Henrik Lund (sign.)
Three decades of technical and executive experience from the energy sector and more than 20 years in executive positions. Currently into eighth year as CEO of the privately owned Norwegian energy services company Aibel ASA (5100 employees/€ 1,3 bn revenue). Core skills include international business development, strategy, operations, major project execution, people & organisation and M&A.
Documented record of accomplishments in business turnarounds, strategy development, revenue growth, earnings improvement and business acquisitions.
| 2016 – | Aibel AS | CEO |
|---|---|---|
| 2013 – 2016 | OneSubsea | Division President |
| 2012 – 2013 | Cameron International Corp. | Corporate Vice President & Country Manager |
| 2003 – 2012 | Aker Solutions ASA | Executive Vice President |
| 2000 – 2003 | Maritime Well Service AS | President |
| 1995 – 2000 | Saga Petroleum | Department Manager |
| 1992 – 1995 | Petec | Senior Consultant |
| 1989 – 1992 | Schlumberger International | Senior Field Engineer |
| 2023, – Scale Aquaculture Group AS Board Member 2017, – Aibel Invest AS Chairman 2017 –2020 Federation of Norwegian Industries Board Member 2015 – 2019 Norwegian Petroleum Society Chairman 2016 – 2019 Offshore Northern Seas Board Member 2013 – 2016 Farstad Shipping ASA Board Member 2013 – 2016 Bergen Engineering AS Chairman 2013 – 2016 Eab Engineering AS Chairman 2013 – 2016 One Subsea Processing AS Chairman 2013 – 2016 Cameron Holding Norge AS Board Member 2012 – 2016 Cameron Systems Board Member 2012 – 2016 Cameron Sense AS Board Member 2012 – 2016 Cameron Norge AS Board Member 2011, – Marsvin AS Chairman 2008 – 2011 Aker Geo AS Chairman 2003 – 2011 Aker Subsea AS Chairman 2004 – 2008 Aker Oilfield Services AS Board Member |
|---|
| 2003 – 2010 Aker Marine Contractors AS Chairman/Member |
| 2003 – 2006 Kvaerner Eureka AS Chairman |
| 2003 – 2008 Kvaerner Process Systems AS Chairman |
| 2003 – 2008 Aker MH AS Chairman |
| 2003 – 2008 Maritime Pusnes AS Chairman |
| 2003 – 2011 Maritime Well Service AS Chairman |
| 2000 – 2003 Maritime Well Service LLC, Abu Dhabi Board Member |
| 2000 – 2003 Maritime Well Service LLC, Oman Board Member |
| 1994 – 1995 Geomatic AS Employee Rep/BoD |
1984 – 1988 Bachelor of Science in Mechanical Engineering (hons.), University of Glasgow (Sivilingeniør) 1995 – 2000 Associate degree in Business Administration, Norwegian School of Management (Bedriftsøkonom)
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