Board/Management Information • Apr 3, 2023
Board/Management Information
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The nomination committee of Cloudberry Clean Energy ("Cloudberry" or "The Company") has since the general meeting 28th of. April 2022 consisted of Morten Bergesen (Chair), Henrik Lund and Joakim Gjersøe.
The committee has met 11 times since the general meeting 28th of April 2022 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 2022 to 2023 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.
Frank Berg and Liv Lønnum 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 Tove Feld and Alexandra Koefoed as new members to the Board of Directors to replace Frank Berg and Liv Lønnum. They are elected for one year. The committee recommends to the general meeting to elect Tove Feld as the new Chair of Board of Directors.
Tove Feld has 30 years of industrial experience from the energy and infrastructure sectors with senior management positions in Dong Energy, Siemens and Ørsted the last 10 years in addition to extensive board member experience from listed companies in the Nordic and the UK. She has worked extensively with international business development and strategy within the renewable industry. Her background with deep technical, commercial, and strategic experience is by the nomination committee considered to be a substantial contribution to the Board of Directors of Cloudberry.
Alexandra Koefoed is currently the CEO of Fred. Olsen Windcarrier ASA and has worked in the renewable industry in various positions in the Fred. Olsen group of companies since 2010. Prior to her work for Fred. Olsen, she worked in several technical roles in Aker Marine Contractors. Alexandra's technological and commercial experience, combined with her deep knowledge of the sub-supplier industry is considered particularly valuable to complement the Board of Directors of Cloudberry.
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 regard to competence, experience, background, capacity, diversity and effectiveness. The committee is of the view that the recommendation for Tove Feld and Alexandra Koefoed reflects the complementarity, in-depth 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 28th of April 2022 consisted of Morten Bergesen (Chair), Henrik Lund and Joakim Gjersøe. The election period for the members of the committee is 2 years. Morten Bergesen and Henrik Lund is up for election for the general meeting in 2023.
Both Morten Bergesen and Henrik has made themselves available for re-election for a new term of 2 years. Further it is proposed that Morten Bergesen is chairing the nomination committee.
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 regarding 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 2024 (the remuneration up until the annual general meeting held in 2023 is set out in the parenthesis):
| Board of Directors Chair: Director: |
NOK 610.000,- (575.000,-) per annum NOK 305.000,- (287.500,-) per annum |
|---|---|
| Audit committee: Chair: Member: |
NOK 74.000,- ( 70.000,-) per annum NOK 47.000,- (45.000,-) per annum |
| Compensation committee: Chair: Member: |
NOK 45.000,- (42.000,-) per annum NOK 34.000,- (32.000,-) per annum |
| ESG committee Chair: Member: |
NOK 45.000,- (42.000,-) per annum NOK 34.000,- (32.000,-) per annum |
| Nomination committee: Chair: Member: |
NOK 45.000,- (42.000,-) per annum NOK 34.000,- (32.000,-) 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.
Oslo, 3 April 2023
Morten S. Bergesen (sign.) Joakim Gjersøe(sign.) Henrik Lund (sign.)
Attachments
Curriculum Vitae – Tove Feld Curriculum Vitae - Alexandra Koefoed
Senior Executive and Board Member (Ph.D, MBA)
Accomplished executive with 30+ yrs. of professional experience with leadership and strategic transformation from the energy and infrastructure business. Shaping industry leading organisations in a global context. Played a key role in the transformation of Danish Utility Ørsted from Black to Green Company. I excel when combining unique technical background, strong commercial mindset and involving leadership style.
In International C-suite positions, build and developed organisations, services and products – to leading players in the Renewable space. Created industry best practice within risk management. As experienced change leader consecutively transformed technology-based organisations to strategic business needs. Incl. growth, acquisition & integration, consolidation and turn-around scenarios - resulting in improved business performance.
From various roles as Owner, Supplier, Consultant and Independent 3rd party, possess deep marked insight, founded on value creation and risk identification – and a unique understanding of what drives a business case. I am energetic, self-motivating and decisive. With a natural authority and drive I inspire and motivate at all levels in an organisation. I influence and build respectful relationships with shareholders and peers at C & Board level.
| Senior Executive & P/L responsibility of 500+ FTE, Portfolio P/L resp: 1,5 Billion DKK, R&D budgets ~200mDKK | |
|---|---|
| 2020 - | CEO & Founder, Visionary Growth |
| 2018 - 2019 | Executive, Head of EPC Green Waste Solutions, Ørsted (Member GWS Excom) |
| 2015 - 2018 | VP, Head of Engineering Solutions, Offshore Wind, Siemens Wind Power |
| 2010 - 2015 | CTO, Head of WP Engineering and Quality, Dong Energy (now Ørsted) (Member of WP Excom) |
| 2004 - 2009 | Regional Manager, Head of DNV Global Wind & DNV Cleaner Energy (Member of CE Excom) |
1991 - 2003 Chief Consultant, Geotechnical and Marine Engineering, Rambøll
Alexandra Koefoed is a senior executive in the renewable energy sector with extensive experience from executive and technical positions in the Fred. Olsen Group and in Aker Marine Contractors. She has 10+ years experience in asset heavy renewable industry and 20 + years experience in offshore construction. Alexandra's technological and commercial experience, combined with her deep knowledge of the sub-supplier industry is considered particularly valuable to complement the Board of Directors of Cloudberry.
| 2018 – | CEO, Fred. Olsen Windcarrier ASA |
|---|---|
| 2017 – 2018 | Head of Project Execution, Fred. Olsen Windcarrier ASA |
| 2014 – 2017 | Senior Project Manager, Fred. Olsen Windcarrier ASA |
| 2010 – 2014 | Project and Business Development Manager, renewable energy, wave, Fred. Olsen LTD |
| 2003 – 2010 | Specialist Marine Engineer, Aker Marine Contractors |
| 1998 – 2003 | MSc Ocean Engineering, Hydrodynamics, Norwegian University of Science and Technology (NTNU) |
|---|---|
| 2001 – 2002 | MSc Ocean Engineering, Hydrodynamics, University of California, Berkeley |
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