1ANNUAL REPORT 2023
KITRON IN BRIEF
Annual report 2023
Norway
Sweden
Denmark
USA
Germany
Lithuania
Poland
Czech Republic
China
Malaysia
India
2ANNUAL REPORT 2023
KITRON IN BRIEF
3ANNUAL REPORT 2023
CONTENT
Kitron in brief 4
Board of Directors’ report 6
Consolidated annual accounts and notes 12
Notes to the consolidated financial statements 18
Annual accounts and notes Kitron ASA 62
Notes to the financial statements Kitron ASA 66
Responsibility statement 88
Definition of Alternative Performance Measures 89
Corporate governance 90
Shareholder information 97
Sustainability report 2023 101
Board and management 129
Articles of association 134
Addresses 135
Content
4ANNUAL REPORT 2023
KITRON IN BRIEF
Kitron is an international Electronics Manufacturing Services (EMS) company. The company is located in
Norway, Sweden, Denmark, Lithuania, Germany, Poland, the Czech Republic, India, China, Malaysia and the US
and has about 3000 employees. Kitron provides electronic manufacturing services. This includes automated
assembly of printed circuit boards as well as higher-level systems integration. It also increasingly provides
various related services within development, industrialization, supply chain management, logistics and
aftermarket services.
Kitron in brief
Connectivity Electrification Industry Medical
devices
Defence/
Aerospace
The group balances sales among its market sectors,
enabling Kitron a diversified position to handle shifts in
demand.
The company has strong, long-term relationships with large
multinational customers.
Flexible full-service EMS supplier
Kitron’s services range from development and design,
through industrialization, sourcing, and logistics, to
manufacturing, redesigning and upgrading products to
extend their lifespan. Kitron endeavours to achieve seamless
integration with customers and suppliers.
The company is working to further enhance its
competitiveness by expanding its range of services in those
parts of the value chain that demand high levels of expertise.
The group is constantly striving to optimize the sourcing
function, manufacturing process and logistics to reduce its
cost base.
.
Quality assurance
The group measures quality in all processes. Continuous
quality improvement is achieved through training and the
implementation of programs such as Six Sigma and LEAN
Manufacturing. Kitron is striving to achieve superior quality
and thereby create a competitive advantage relative to other
EMS companies.
Global services
Kitron delivers many valuable global services to customers.
Global sourcing is responsible for performing sourcing
activities for the whole group, Component Engineering,
Product data services, Automation, and Test services,
Return, Repair and Overhaul and Field services are some
examples.
Kitron is most competitive within complex manufacturing processes that require niche expertise.
Kitron focuses its sales and marketing activities within five key sectors:
5ANNUAL REPORT 2023
KITRON IN BRIEF
Vision and values
Kitron’s vision is to provide solutions that deliver success
for its customers. Kitron shall contribute to developing
customers’ businesses into leading companies within their
respective markets.
The company’s values are commitment, innovation,
and engagement. We are committed to customers,
suppliers, shareholders, colleagues, sustainability, and the
environment, we foster creativity, striving for even better
processes, services, and solutions, benefiting both our
customers and employees, and individuals and teams are
provided equal opportunities for growth, development, and
realization of their potentials.
Strategy
Our strategy is to have a strong local presence in all regions.
Kitron has operations in Norway, Sweden, Denmark,
Lithuania, Germany, Poland, the Czech Republic, India, China,
Malaysia, and the United States. In each of these regions we
tailor our offering to best suit the local needs.
We focus on Northern European, US and Asian markets,
targeting professional customers. Kitron’s current strategy
contains three key elements: accelerated organic growth,
continuous operational improvements, and growth through
targeted acquisitions.
Accelerate organic growth
Kitron will continue to increase market shares in its
Nordic home markets by leveraging its key competences
and competitive edge. Focus on gaining market share in
Northern Europe is a priority. Asia and the US are large
markets where Kitron sees attractive opportunities.
The company is also increasing service sales, contributing
both to increased revenues and margin expansion.
In addition to targeting new customers, Kitron sees
substantial opportunities in deepening its relationships
with existing customers, many of which are large, complex
multinationals with a few different divisions with potential for
Kitron.
Continuous operational improvement
Kitron focuses on leveraging growth to reduce the relative
cost base. Utilizing common global functions and efficiency
programs are also crucial to lowering operating expenses
versus sales and staying competitive. Innovative use of
advanced manufacturing technology will increasingly
determine the competitiveness of Kitron.
Growth through targeted acquisitions
In December 2021, Kitron agreed to acquire the Danish
EMS company BB Electronics A/S. This added production
facilities in Denmark, China and the Czech Republic, and
gave Kitron a strong position in the Danish market. During
2023, the BB Electronics organization and sites were
integrated and rebranded under the “One Kitron” umbrella.
The company intends to pursue further M&A activities
to grow and will explore M&A value creation to grow the
customer base, realize synergies and expand margins.
Kitron’s history
Kitron has its origin in companies which were established
in the 1960s in Arendal, Norway. The Kitron name was
established in the 1980s, and Kitron’s business idea changed
to providing services relating to the manufacturing and
assembly of electronics and industrial products. Kitron was
listed on the Oslo Stock Exchange in 1997.
To strengthen its market position and competence, Kitron
has carried out several mergers and acquisitions in Norway,
Sweden, Lithuania, Denmark and the US.
Based on this history, Kitron is a leading Scandinavian
Electronics Manufacturing Services (EMS) company,
delivering improved flexibility, cost efficiency, and innovation
power through the value chain.
3000+
Employees
300+
Engineers
11
Countries
60+
Years of history
35+
SMT lines
100 000+
Sq. m. of manufacturing
area
6ANNUAL REPORT 2023
BOARD OF DIRECTORS’ REPORT
Kitron’s revenue for the year was EUR 775.2 million (EUR
641.0 million), which represented a 21 per cent increase
compared with 2022. The increased revenue reflects
underlying growth. EBIT for the group was EUR 70.7 million
(EUR 45.2 million). Net profit for the year amounted to EUR
51.1 million (EUR 28.3 million), corresponding to EUR 0.26
per share (EUR 0.14). According to Kitron’s dividend policy, 20
to 60% of net profit should be paid back to the shareholders
as dividends. Taking the company’s current financial
position and investment plans into consideration, the Board
of Directors will propose to the Annual General Meeting a
dividend of NOK 0.75 per share for the financial year 2023, up
from NOK 0.50 last year.
In the Annual Report 2022, Kitron indicated an expected
revenue range of between NOK 6 700 and 7 300 million and
an operating profit (EBIT) between NOK 450 and 550 million.
From 1 January 2023, Kitron changed its presentation
currency from NOK to EUR. When accounting for this change,
both figures ended significantly higher than the indicated
ranges, reflecting strong demand and easing of supply
constraints.
Board of Directors’ report
The business
Kitron’s business model is to provide manufacturing and
assembly services for products containing electronics.
The business model covers the whole value chain from
development, industrialization, purchasing, logistics and
maintenance/repair to redesign. For customers, having Kitron
as their professional manufacturing partner means increased
flexibility, reduced costs and improved quality. The industry
requires a focus on manufacturing efficiency and cost
reduction.
Hence, many OEMs choose to focus on their own core
competences and partner with specialized EMS (Electronics
Manufacturing Services) providers such as Kitron. When
selecting an EMS partner, geographical proximity and access
to competitive manufacturing play a crucial role in the
customer’s choice of supplier. With its global presence, Kitron
is well-placed in this market.
The company has operations in Norway, Sweden, Denmark,
Lithuania, Germany, Poland, the Czech Republic, India, China,
Malaysia and the United States. All employees have been
certified in accordance with international quality standards
for the applicable manufacturing.
Revenue in EUR million Operating profit in EUR million
Record revenue and profits
0
100
200
300
400
500
600
700
800
900
20232022202120202019
334.9
369.4
365.7
641.0
775.2
0
10
20
30
40
50
60
70
80
20232022202120202019
20.4
29.2
23.8
45.2
70.7
7ANNUAL REPORT 2023
BOARD OF DIRECTORS’ REPORT
0
50
100
150
200
250
Defence/
Aerospace
Medical devicesIndustryElectrificationConnectivity
140
245
211
67
112
Kitron’s Electrification sector is focused on the megatrend
that sees the world increasingly moving to renewable energy
and electrification. Examples are battery management, power
grid transmission, power and electric drive management,
charging and fuel cell technology. Kitron is involved with
electrification from the power grid to end-user products,
from control systems for offshore wind power to battery
management systems and charging stations.
Industry
Revenue in the Industry sector increased by 12 per cent and
ended at EUR 211.1 million in 2023. The sector accounted for
27 per cent of the group’s total revenues.
Within the Industry sector, Kitron operates and delivers a
complete range of services within industrial applications like
automation, environmental, material warehousing and security.
The Industry sector consists of three main product areas:
control systems, electronic control units and automation.
Medical devices
Revenue in the Medical sector decreased by 11 per cent and
ended at EUR 66.7 million in 2023. The sector accounted for 9
per cent of the group’s total revenues.
The medical device sector consists of the product areas
diagnostics, life support, surgical, hospital and home care.
Kitron is especially strong in ultrasound and cardiology systems,
respiratory medical devices and Lab/IVD (In-Vitro Diagnostics).
Defence/Aerospace
Revenue in the Defence/Aerospace sector increased by 35
per cent and ended at EUR 111.8 million in 2023. The sector
accounted for 14 per cent of the group’s total revenues.
Aerospace is mainly navigation and communication
equipment for civil and military avionics. Defence is primarily
communication, encryption, and surveillance systems. The
Defence/Aerospace sector is in general characterized by
project deliveries.
Markets
Kitron’s services are most competitive within complex
manufacturing processes that require niche expertise.
Kitron focuses its sales and marketing activities within five
key sectors: Connectivity, Electrification, Industry, Medical
devices and Defence/Aerospace.
The order backlog ended at EUR 493.6 million, a decrease of
15 per cent compared to last year, reflecting normalization
as the gradually improving electronic component situation
reduces lead times. The exception to this trend is Defence/
Aerospace, where the order backlog has grown substantially
over the past year.
Kitron recognizes firm orders and four-month customer
forecasts in the order backlog, while frame agreements and
similar are not included (beyond the four-month forecast).
Connectivity
Revenue in the Connectivity sector increased by 1 per
cent and ended at EUR 140.4 million in 2023. The sector
accounted for 18 per cent of the group’s total revenues.
Kitron’s Connectivity sector is focused on connected devices.
Many of these devices are sensors, continuously feeding
data into increasingly advanced software, utilizing artificial
intelligence to make predictions and improve efficiency and
safety. Examples are multiplying, in everything from industrial
control systems to medical devices monitoring vital functions
and modern cars, containing many sensors communicating
with the Internet. Another part of the connectivity market
sector is communication, which supplies the backbone
for sensors and IOT. Typical products here are wireless
communication, optical transmission and networking
products.
Electrification
Revenue in the Electrification sector increased by 56 per
cent and ended at EUR 245.1 million in 2023. The sector
accounted for 32 per cent of the group’s total revenues.
Revenue per market sector 2023, EUR million
8ANNUAL REPORT 2023
Important events in 2023
Supply chain constraints eased
The component supply situation, which was difficult in
2021, gradually eased during 2022, and this trend continued
in 2023. This increased Kitron’s ability to turn demand into
revenues and improving operational efficiency. It also lead
to a decrease in order backlog, as customers reduced
inventories and lead times.
New facility in Malaysia
During 2023, Kitron set up a new production facility in Johor,
Malaysia to diversify the company’s Asian offering outside
China.
Financial statements
The Board of Directors believes that the annual financial
statements provide a true and fair view of the net assets,
financial position and result of Kitron ASA and the Kitron
Group for the year. The group’s consolidated financial
statements are presented in compliance with IFRS®
Accounting Standards as adopted by the EU.
Profit and loss
Operating revenue for 2023 amounted to EUR 775.2 million
(EUR 641.0 million), which represented a 21 per cent increase
compared with 2022. The increased revenue reflects
underlying growth.
The number of full-time equivalents (FTE) increased from
2 848 at the end of 2022 to 3 002 at the end of 2023. The
group’s payroll expenses increased and amounted to EUR
122.4 million in 2023 compared with EUR 108.0 million in
2022. The payroll expenses as a percentage of revenue
decreased to 15.8 per cent (16.8 per cent in 2022). The
decrease is partly explained by improved efficiency due to the
easing of supply chain constraints.
Kitron performs development, industrialization and
manufacturing services for its customers and may
perform research services related to such projects. Kitron’s
development activities on the company’s own account are
limited and are primarily aimed at planning and implementing
productivity improvements, building competency and
enhancing quality. Such costs are expensed when incurred.
Net financial costs amounted to EUR 6.0 million. The
corresponding figure for 2022 was a net cost of EUR 6.6
million. Kitron’s pre-tax profit for 2023 amounted to EUR 64.7
million (EUR 38.6 million). All tax losses carried forward in the
businesses in Norway are capitalised by December. For the
US operation deferred tax assets of EUR 2.7 million related
to tax losses carried forward are not capitalized by the end of
December.
The group’s net profit for the year amounted to EUR 51.1
million (EUR 28.3 million). This corresponds to earnings per
share of EUR 0.26 (EUR 0.14). Diluted earnings per share were
also EUR 0.26 (EUR 0.14).
The Board of Directors will, on this basis, propose to the
Annual General Meeting an ordinary dividend of NOK 0.75
per share for the financial year 2023. Last year, the ordinary
dividend was NOK 0.50.
Cash flow
In 2023, Kitron’s cash flow from operating activities was EUR
59.0 million (EUR 18.1 million). The change is mainly related
to increased profit and changes in current assets. Net cash
flow from investing activities in 2023 ended at negative EUR
16.3 million (negative EUR 96.4 million). The change is mainly
related to the acquisition of BB Electronics in 2022. Net cash
flow from financing activities was negative EUR 29.5 million
(positive EUR 60.2 million). The change is mainly related to
financing of the acquisition of BB Electronics in 2022 and
repayment of debt and increased payment of dividends in
2023.
Kitron enters into financial leasing agreements when
applicable. The leasing obligation is recognised as debt.
In general, Kitron expects to generate sufficient cash to finance
the operation in the foreseeable future.
BOARD OF DIRECTORS’ REPORT
9ANNUAL REPORT 2023
Balance sheet and liquidity
Total assets on 31 December 2023 amounted to EUR 580.8
million (EUR 559.0 million).
Equity amounted to EUR 183.5 million (EUR 143.3 million),
and the equity ratio was 31.6 per cent (25.6 per cent).
Inventories ended at EUR 166.4 million at the end of the
year (EUR 172.7 million). Contract assets ended at EUR 77.9
million (EUR 59.4 million). Controlling inventory is a major
focus area for the company’s ongoing improvement program.
For some years, inventory levels were unusually high due to
supply constraints, which eased during 2022 and 2023.
Accounts receivable ended at EUR 131.3 million (EUR 143.5
million). Overdue receivables are low, and credit losses were
negligible during 2023.
Accounts payable ended at EUR 181.9 million (EUR 192.1
million).
On 31 December 2023, the group’s interest-bearing debt was
EUR 168.4 million (EUR 180.7). The debt consists mainly of
long-term bank debt, short-term bank debt, factoring and
leasing.
Cash and cash equivalents amounted to EUR 39.0 million at
the balance sheet date (EUR 25.9 million). EUR 0.03 million
was restricted deposits (EUR 0.06 million).
Risk factors and risk management
Kitron is exposed to financial risks and has consequently
implemented procedures for risk management that are
designed to reduce possible negative effects.
The group is exposed to fluctuations in currency exchange
rates. However, revenues and costs in foreign currencies are
in general largely balanced and exchange rate risk over time is
consequently limited.
The group is normally allowed to adjust sales prices with
customers when currencies fluctuate outside agreed upon
ranges. Other hedge agreements are usually not in use.
The credit risk for the majority of the company’s customers
is insured in accordance with the terms of the company’s
factoring agreement. The company is therefore only exposed
to credit risk on customers where the credit risk is uninsured.
Kitron has only incurred immaterial bad debt costs.
Kitron’s debt is a combination of long-term debt and short-
term debt related to factored accounts receivable. The latter
means that fluctuations in revenue impact the company’s
liquidity. The group has overdraft facilities that cover expected
liquidity fluctuations during the year. The Board considers the
group’s liquidity to be sufficient.
The group’s interest-bearing debt attracts interest cost at the
market-based rate. Kitron has no financial instruments related
to interest rates. The group does not hold any significant
interest-bearing assets.
Kitron has established Directors’ and Officers’ insurance
for personal liability of its Board members, CEO and other
management members.
Kitron consider the financial climate risk as being very limited
based firstly on our low climate impact and secondly the
climate related external negative impact is evaluated as low.
On the contrary, the Electrification shift drives substantial
growth.
Social responsibility
Kitron has implemented Ethical guidelines that reflect Kitron
core values and Kitron corporate social responsibility. Kitron
has implemented an ethical committee whose task is to
review and suggest updates of ethical guidelines, decide
and/or advise in ethical dilemmas, conduct risk analysis and
implement relevant actions and make periodical reviews.
Kitron’s Sustainability report for 2023 is presented in the
Annual report. The report is prepared in accordance with The
Oslo Stock Exchange Guidelines for Sustainability Reporting
and Euronext Guidelines to issuers for ESG reporting. The
report has been reviewed and approved by the Board.
BOARD OF DIRECTORS’ REPORT
10ANNUAL REPORT 2023
Figure 1: Full time employees 2023,
Geographical description
The report on due diligence according to the Norwegian
Transparency Act is available on www.kitron.com.
Health, safety, security and environment (HSSE)
At the end of 2023, the group employed a total of 3 002
full-time equivalents. For further employee numbers, see the
sustainability report.
There were no serious work-related accidents in 2023.
Sick leave was 6.2 per cent (4.4 per cent in 2022). The Board
considers the working environment to be good, and Kitron
participates in the Great Place to Work survey in order to
develop an even better working environment.
Kitron does not pollute the external environment to any
material extent. Several of the group’s manufacturing units
are certified in accordance with the NS ISO 14000 series of
environmental management standards.
Personnel and organisation
Kitron considers the competence of employees to be the
ultimate competitive advantage. Securing required and
relevant competence now and for the future is a fundamental
priority, and a Kitron competence roadmap has been outlined.
Individual career and competence development is part of
the current performance management process. The digital
learning platform, Kitron Academy, was launched in 2018,
and further developed and supplemented with learning and
development activities in the following years. The platform
offers the possibility to report on training activities per
individual and at group level. In 2023, 94 997 hours were
registered as spent on training, compared to 69 877 in 2022.
Equal opportunities
Kitron’s basic view is that people with different backgrounds,
irrespective of ethnicity, gender, religion, sexual orientation
or age, should have the same opportunities for work and
career development at Kitron. The company’s manufacturing
factories have traditionally employed a higher proportion
of women. Women represented 54% per cent of the Kitron
workforce in 2023. Out of 163 managers (managers having
direct reports) 38 per cent are female and 62 per cent are
male.
Kitron takes its social responsibility seriously. In addition
to ensuring that work is carried out safely, this involves
respecting the freedom of association and not accepting
any form of forced labour, child labour or work-related
discrimination.
The average pay for men and women varies due to
differences in job categories and years of service, not
because of gender. Women’s pay level compared to men’s
per location can be found in the sustainability report. No
gender-based differences exist with regard to working hour
regulations or the design of workplaces.
Indirect functions include management employees, staff and
other support functions. The employees in the subsidiary
management teams are predominantly male. The corporate
management team has 6 male members and 1 female
member.
The composition of the Board complies with the
requirements of the Norwegian Public Limited Companies
Act regarding gender balance.
The report on compensation based on the requirements
of the Norwegian Equality and Anti-Discrimination Act is
available in the Sustainability Report.
Nordics
903
CEE
1 376
Other
722
BOARD OF DIRECTORS’ REPORT
11ANNUAL REPORT 2023
Corporate governance
The Kitron Board has adopted policies for corporate
governance to safeguard the interests of the company’s
owners, employees and other stakeholders. These principles
and associated rules and practices are intended to create
increased predictability and transparency, and thus reduce
uncertainties connected with the business. The report on
due diligence according to the Norwegian Transparency Act
will be available on the Kitron website before June 30 2024.
Kitron endeavours to have in place procedures that comply
with the Norwegian code for corporate governance. The
Board’s review of corporate governance is presented in the
annual report.
Salaries and other remuneration to senior executives
The Board of Directors has a separate Remuneration
Committee, which deals with all significant matters related
to wages and other remuneration to senior executives before
the formal discussion and decision by the Board of Directors.
In line with the Norwegian Companies Act, the Board of
Directors has also prepared a report on remuneration to
senior executives that is available on the company’s website.
Net profit (loss) of the parent company
The Parent Company Kitron ASA recorded a profit of NOK
130.8 million for 2023 (NOK 62.4 million). The Board of
Directors proposes the following allocations for Kitron ASA:
■ Dividend NOK 148.7 million
■ Transferred from other equity NOK 17.9 million
■ Total allocations NOK 130.8 million
There have been no events to date in 2024 that significantly
affect the result for 2023 or valuation of the company’s
assets and liabilities at the balance sheet date. The
Board confirms that the conditions for the going concern
assumption have been satisfied and that the financial
statements for 2023 have been prepared on the basis of this
assumption.
Outlook
For 2024, Kitron expects revenues between EUR 700 and 800
million. Operating profit (EBIT) is expected to be between
EUR 60 and 74 million.
The Board emphasizes that every assessment of future
conditions necessarily involves an element of uncertainty.
.
BOARD OF DIRECTORS’ REPORT
Oslo, 20 March 2024
Tuomo Lähdesmäki
Chairman
Gro Brækken
Deputy Chairman
Michael Lundgaard Thomsen
Board Member
Espen Gundersen
Board Member
Petra Grandinson
Board Member
Maalfrid Brath
Board Member
Tone Aas
Employee Elected Board
Member
Henriette Stene
Employee Elected Board
Member
Jarle Larsen
Employee Elected Board
Member
Peter Nilsson
CEO of Kitron ASA
12ANNUAL REPORT 2023
CONSOLIDATED ANNUAL ACCOUNTS AND NOTES
Consolidated annual accounts
Consolidated income statement
EUR million Note 2023 2022
Revenue
Revenues 5,6 775.2 641.0
Operating costs
Cost of materials 16 528.3 439.4
Payroll expenses 8,19,23,27,29 122.4 108.0
Depreciation and impairments 12,13,14 17.6 16.0
Other operating expenses 29 37.2 32.7
Total operating costs 705.6 596.0
Other gains/(losses) 7 1.1 0.2
Operating profit/(loss) 70.7 45.2
Financial income and expenses
Finance income 9 8.4 1.7
Finance expenses 9 (14.4 ) (8.4 )
Net financial items (6.0 ) (6.6 )
Profit/(loss) before tax 64.7 38.6
Tax 10 13.7 10.3
Net profit/(loss) 51.1 28.3
Allocation
Shareholders 51.1 28.3
Earnings per share for that part of the net profit/(loss) allocated to the company’s shareholders (EUR per share)
Basic earnings per share 11 0.26 0.14
Diluted earnings per share 11 0.26 0.14
The notes on pages 18 to 60 are an integral part of the consolidated financial statement.
13ANNUAL REPORT 2023
CONSOLIDATED ANNUAL ACCOUNTS AND NOTES
Consolidated statement of comprehensive income
EUR million Note 2023 2022
Net profit/(loss) 51.1 28.3
Other comprehensive income:
Items that will not be reclassified to profit and loss
Actuarial gain / losses pensions 0.0 0.0
Items that may be subsequently reclassified to profit and loss
Gain / losses forward contract (0.1 ) 0.6
Gains of hedging 2.8 0.1
Exchange differences on translation (4.7 ) 3.3
(2.0 ) 3.9
Total other comprehensive income (2.0 ) 3.9
Total comprehensive income 49.0 32.2
Items in the statement above are disclosed net of tax. See note 10.
Allocation
Shareholders 49.0 32.2
The notes on pages 18 to 60 are an integral part of the consolidated financial statement.
14ANNUAL REPORT 2023
Consolidated balance sheet
EUR million Note 31.12.2023 31.12.2022
Assets
Non-current assets
Goodwill 13 44.8 45.0
Intangible assets 14 27.2 30.3
Property, plant and equipment 12 47.8 34.2
Right-of-use assets 12 26.9 24.2
Deferred tax assets 22 6.2 8.7
Other receivables 15 0.9 1.0
Total non-current assets 153.9 143.5
Current assets
Inventory 16 166.4 172.7
Accounts receivable 15 131.3 143.5
Contract assets 15 77.9 59.4
Other current receivables 15 12.2 13.9
Cash and cash equivalents 17 39.0 25.9
Total current assets 426.9 415.5
Total assets 580.8 559.0
The notes on pages 18 to 60 are an integral part of the consolidated financial statement.
CONSOLIDATED ANNUAL ACCOUNTS AND NOTES
15ANNUAL REPORT 2023
CONSOLIDATED ANNUAL ACCOUNTS AND NOTES
Consolidated balance sheet (continued)
EUR million Note 31.12.2023 31.12.2022
Equity and liabilities
Equity
Equity attributable to owner of the parent
Share capital 18 1.9 1.9
Share premium reserve 18 75.4 75.4
Equity unrecognised in the profit and loss 0.2 2.3
Retained earnings 106.0 63.7
Total equity 183.5 143.3
Liabilities
Non-current liabilities
Deferred tax liabilities 22 5.4 6.3
Interest bearing debt 21, 26 113.3 119.4
Pension commitments 23 0.5 0.5
Other liabilities 1.1 1.2
Total non-current liabilities 120.3 127.4
Current liabilities
Accounts payable 20 181.9 192.1
Other payables 20, 27 33.8 28.6
Tax payable 6.3 6.2
Interest bearing debt 21, 26 55.1 61.3
Total current liabilities 277.1 288.2
Total liabilities 397.3 415.6
Total liabilities and equity 580.8 559.0
The notes on pages 18 to 60 are an integral part of the consolidated financial statement.
Oslo, 20 March 2024
Tuomo Lähdesmäki
Chairman
Gro Brækken
Deputy Chairman
Michael Lundgaard Thomsen
Board Member
Espen Gundersen
Board Member
Petra Grandinson
Board Member
Maalfrid Brath
Board Member
Tone Aas
Employee Elected Board
Member
Henriette Stene
Employee Elected Board
Member
Jarle Larsen
Employee Elected Board
Member
Peter Nilsson
CEO of Kitron ASA
16ANNUAL REPORT 2023
CONSOLIDATED ANNUAL ACCOUNTS AND NOTES
Consolidated statement of changes in equity
Equity attributable to owner of the parent
EUR million
Share
capital
Share
premium
reserve
Actuarial
gains and
losses
Exchange
gains/losses
unrecognised
in the profit
and loss
Other equity
unrecognised
in the profit
and loss
Retained
earnings
Total
Equity at 1 January 2022 1.9 75.4 (1.0 ) (0.1 ) (0.5 ) 41.1 116.8
Net profit 28.3 28.3
Paid dividends (4.7 ) (4.7 )
Issue of ordinary shares 0.0 0.0
Employee share schemes -
Termination of options against
cash consideration
(0.7 ) (0.7 )
Effect from option cost 0.8 0.8
Other adjustments
Other comprehensive income 0.0 3.9 0.0 3.9
Equity at 31 December 2022 1.9 75.4 (1.0 ) 3.8 (0.5 ) 63.7 143.3
Equity at 1 January 2023 1.9 75.4 (1.0 ) 3.8 (0.5 ) 63.7 143.3
Net profit 51.1 51.1
Paid dividends (8.4 ) (8.4 )
Issue of ordinary shares 0.0 0.0
Termination of options against
cash consideration
(1.2 ) (1.2 )
Effect from option cost 0.7 0.7
Other comprehensive income 0.0 (2.0 ) 0.0 (2.0 )
Equity at 31 December 2023 1.9 75.4 (1.0 ) 1.8 (0.9 ) 106.0 183.5
The notes on pages 18 to 60 are an integral part of the consolidated financial statement.
17ANNUAL REPORT 2023
CONSOLIDATED ANNUAL ACCOUNTS AND NOTES
Consolidated statement of cash flow
EUR million Note 2023 2022
Cash flows from operating activities
Cash flow from operations *) 25 77.1 29.9
Interest received 5.1 1.2
Interest paid (12.4 ) (6.9 )
Income taxes paid (10.8 ) (6.1 )
Net cash (outflow) from operating activities 59.0 18.1
Cash flows from investing activities
Aquisition of subsidiaries - (86.8 )
Paid for tangible fixed assets 12 (15.8 ) (9.3 )
Proceeds from sale of tangible fixed assets 0.2 -
Paid for intangible assets 14 (0.6 ) (0.3 )
Net cash (outflow) from investing activities (16.3 ) (96.4 )
Cash flows from financing activities
Proceeds from issuing ordinary shares 0.0 0.0
Proceeds from new loans 25 8.7 120.5
Bank overdraft 25 (0.9 ) (6.9 )
Repayment of loans 25 (10.4 ) (39.0 )
Repayment lease debt (8.6 ) (5.7 )
Dividends paid (8.4 ) (4.9 )
Factoring *) 25 (9.9 ) (3.9 )
FX on financing activities 0.1 -
Net cash (outflow) from financing activities (29.5 ) 60.2
Change in cash and cash equivalents 13.3 (18.1 )
Cash and cash equivalents at 1 January 17 25.9 42.8
Exchange gains (losses) on cash and cash equivalents (0.2 ) 1.2
Cash and cash equivalents at 31 December 39.0 25.9
*) Change in factoring debt is reclassified from cash flow from operating activities to net cash flow from financing activities.
The notes on pages 18 to 60 are an integral part of the consolidated financial statement.
18ANNUAL REPORT 2023
CONSOLIDATED ANNUAL ACCOUNTS AND NOTES
19ANNUAL REPORT 2023
CONSOLIDATED ANNUAL ACCOUNTS AND NOTES
20ANNUAL REPORT 2023
CONSOLIDATED ANNUAL ACCOUNTS AND NOTES
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38ANNUAL REPORT 2023
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40ANNUAL REPORT 2023
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42ANNUAL REPORT 2023
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50ANNUAL REPORT 2023
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55ANNUAL REPORT 2023
CONSOLIDATED ANNUAL ACCOUNTS AND NOTES
56ANNUAL REPORT 2023
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58ANNUAL REPORT 2023
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60ANNUAL REPORT 2023
CONSOLIDATED ANNUAL ACCOUNTS AND NOTES
61ANNUAL REPORT 2023
KITRON IN BRIEF
62ANNUAL REPORT 2023
ANNUAL ACCOUNTS AND NOTES KITRON ASA
Annual accounts Kitron ASA
Income statement, Kitron ASA
NOK 1000 Note 2023 2022
Revenues
Sales revenues 1,2 188 709 134 308
Total revenues 188 709 134 308
Operating costs
Payroll expenses 2,3,4,5,6 108 611 88 545
Depreciation and impairments 7,8 7 531 6 173
Other operating expenses 6 106 578 80 907
Total operating costs 222 720 175 625
Operating profit / (loss) (34 011) (41 317)
Financial income and expenses
Intra group interest income 2 14 610 7 943
Other interest income 33 216 13 113
Other financial income 2,9 214 103 138 644
Interest expenses 92 833 42 791
Other financial expenses 9 13 321 32 581
Net financial items 155 775 84 328
Profit before tax 121 764 43 011
Tax 10 (9 077) (19 430)
Net profit / (loss) 130 840 62 441
63ANNUAL REPORT 2023
Balance sheet at 31 December, Kitron ASA
NOK 1000 Note 31.12.2023 31.12.2022
Assets
Fixed Assets
Intangible fixed assets
Deferred tax 10 27 880 40 571
Other intangible assets 8 33 988 34 953
Total intangible fixed assets 61 868 75 524
Tangible fixed assets
Machinery, equipment etc. 7.11 1 578 2 014
Financial fixed assets
Investment in subsidiaries 11.12 1 349 649 1 316 742
Intra-group loans 2,11,13 236 130 234 480
Total financial fixed assets 1 585 779 1 551 222
Total fixed assets 1 649 225 1 628 760
Current Assets
Receivables
Accounts receivables 2.11 191 646 135 230
Other receivables 2.11 336 943 308 861
Total receivables 528 589 444 091
Bank deposits, cash in hand etc. 14 6 135 43 055
Total current assets 534 724 487 146
Total assets 2 183 949 2 115 906
ANNUAL ACCOUNTS AND NOTES KITRON ASA
64ANNUAL REPORT 2023
Balance sheet at 31 December, Kitron ASA (continued)
NOK 1000 Note 31.12.2023 31.12.2022
Liabilities and equity
Equity
Paid-in equity
Share capital (198 217 134 shares at NOK 0,10) 15,16 19 822 19 769
Share premium reserve 15 579 357 579 392
Total paid-in equity 599 179 599 161
Other Equity 5,16 163 482 186 764
Total equity 762 661 785 925
Liabilities
Long-term liabilities
Pension commitments 4 5 059 5 243
Loans 11, 17 1 063 622 1 065 614
Total long-term liabilities 1 068 681 1 070 857
Current liabilities
Loans 11,14,17 117 166 100 000
Accounts payable 2 23 732 25 566
Dividend 148 663 98 846
Other current liabilities 2 63 046 34 712
Total current liabilities 352 607 259 124
Total liabilities 1 421 288 1 329 981
Total liabilities and equity 2 183 949 2 115 906
ANNUAL ACCOUNTS AND NOTES KITRON ASA
Oslo, 20 March 2024
Tuomo Lähdesmäki
Chairman
Gro Brækken
Deputy Chairman
Michael Lundgaard Thomsen
Board Member
Espen Gundersen
Board Member
Petra Grandinson
Board Member
Maalfrid Brath
Board Member
Tone Aas
Employee Elected Board
Member
Henriette Stene
Employee Elected Board
Member
Jarle Larsen
Employee Elected Board
Member
Peter Nilsson
CEO of Kitron ASA
65ANNUAL REPORT 2023
Cash flow statement, Kitron ASA
NOK 1000 2023 2022
Cash flows from operational activities
Profit before tax 121 764 43 011
Ordinary depreciation 7 531 6 173
Change in accounts receivables (56 416) (65 497)
Change in accounts payables (1 834) 12 171
Change in pension funds/ obligations (486) (476)
Option costs without cash effect 7 968 8 064
Cash effect from termination of options (16 827) (9 817)
Change in other accrual items (157 777) (110 560 )
Net cash flow from operational activities (96 077) (116 931)
Cash flows from investment activities
Investment in subsidiaries (32 907) (895 488)
Acquisition of fixed assets (6 130) (3 345)
Proceeds from long-term loans issued to subsidiaries 83 859 110 830
Issue of loans to subsidiaries (75 930) (179 239)
Dvidends from subsidiaries 207 657 38 340
Net cash flow from investment activities 176 549 (928 902)
Cash flows from financing activities
Net change in overdraft facilities - (101 433)
Payment from new borrowings 100 000 1 200 000
Repayment of borrowings (118 599) (309 283)
Issue of ordinary shares 53 68
Payment of dividend (98 846) (49 254 )
Net cash flow from financing activities (117 392) 740 098
Net change in cash and cash equivalents (36 920) (305 735)
Cash and cash equivalents at 1 January 43 055 348 790
Cash and cash equivalents at 31 December 6 135 43 055
ANNUAL ACCOUNTS AND NOTES KITRON ASA
66ANNUAL REPORT 2023
Accounting principles
The annual financial statements have been prepared in accordance with the Norwegian Accounting Act and Norwegian generally
accepted accounting principles (NGAAP). All amounts are in NOK 1 000 unless otherwise stated.
Revenue recognition
Income from the sale of goods and services is recognised at the time of delivery.
Classification and recognition of assets and liabilities
Assets intended for long-term ownership or use, are classified as fixed. Other assets are classified as current. Accounts receivable
which fall due within one year are always classified as current assets. Analogue criteria are applied in classifying liabilities. Current
assets are recognised at the lower of cost price and fair value. Current liabilities are recognised in the balance sheet at the nominal
value on the establishment date. Fixed assets are recognised at their acquisition cost. Tangible fixed assets which decline in value
are depreciated on a straight-line basis over their expected useful lifetime. Fixed assets are written down to their fair value where
this is lower than the cost price and the decline in value is not considered to be temporary. Long-term debt in Norwegian kroner,
with the exception of other provisions, is recognised at the nominal value on the establishment date. Provisions are discounted if
the interest element is significant.
Intangible fixed assets
Intangible fixed assets, excluding deferred tax benefit, consist of activated computer software costs. Costs associated with
maintaining computer software programmes are recognised as an expense as incurred. Development costs that are directly
attributable to the design and testing of identifiable and unique software products controlled by the group are recognised as
intangible assets when the following criteria are met:
■ it is technically feasible to complete the software product so that it will be available for use;
■ management intends to complete the software product and use it;
■ there is an ability to use the software product;
■ it can be demonstrated how the software product will generate probable future economic benefits;
■ adequate technical, financial and other resources to complete the development and to use the software
■ product is available; and
■ the expenditure attributable to the software product during its development can be reliably measured.
Computer software is depreciated on a straight-line basis to their residual value over their expected useful life, which is 7 years.
Tangible fixed assets
Tangible fixed assets are recognised in the balance sheet and depreciated on a straight-line basis over their expected useful
lifetime if they have an expected lifetime of more than three years and a cost price which exceeds NOK 15 000. Maintenance
costs for tangible fixed assets are recognised as an operating expense as they arise, while upgrades or improvements are added
to the cost price of the asset and depreciated accordingly. The distinction between maintenance and upgrading/improvement is
calculated in relation to the condition of the asset when it was acquired. Leased fixed assets are recognised in the balance sheet
as tangible fixed assets if the lease is regarded as financial.
Subsidiaries
Subsidiaries are recognised in the company accounts using the cost method. The investment is written down to its fair value when
the fair value is lower than the cost price and this fall in value is not expected to be temporary.
ANNUAL ACCOUNTS AND NOTES KITRON ASA
Notes to the annual accounts
Kitron ASA
67ANNUAL REPORT 2023
Accounts receivables
Accounts receivable from customers and other receivables are recorded at their nominal value after deducting a provision for bad
debts. The latter is based on an individual assessment of each receivable. An unspecified provision is made for minor receivables
to cover estimated bad debts.
Foreign currencies
Balance sheet items in foreign currencies are translated at exchange rate at 31 December. Transactions in foreign currency are
translated at exchange rate at transaction date.
Pensions
The company has both defined contribution- and defined benefit plan. From 2016 the company has defined benefit plan for
former CEO only. A defined contribution plan is one under which the company pays fixed contributions to a separate legal entity.
The company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to
pay all employees the benefits relating to employee service in the current and prior periods. A defined benefit plan is one that is
not a defined contribution plan, and typically defines an amount of pension benefit an employee will receive on retirement. That
benefit is normally dependent on one or more factors such as age, years of service and pay. The liability recognised in the balance
sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date
less the fair value of plan assets. An independent actuary calculates the pension commitment annually. The present value of the
defined benefit obligations is determined by discounting the estimated future cash outflows using interest rates of high-quality
corporate bonds. Estimated payroll tax on the net pension commitment calculated by an actuary is added to the carrying amount
of the obligation. Changes in pension plan benefits are recognised immediately in the income statement. Actuarial gains and
losses are recognised in other comprehensive income. For defined contribution plans, the company pays contribution to publicly
or privately administered pension insurance plans on an obligatory, contractual or voluntary basis. The company has no further
payment obligations once the contributions have been paid. The contributions are recognised as a payroll expense when they fall
due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is
available. The pension plan complies with the Norwegian mandatory service pension act.
Tax
Tax cost in the profit and loss account comprises the sum of tax payable for the period and changes to deferred tax or deferred
tax assets. Deferred tax is calculated at a rate of 22 per cent on the basis of temporary differences between accounting and tax
values, plus possible tax loss for carrying forward at the end of the fiscal year. Tax increasing and reducing temporary differences
which reverse or could reverse in the same period are eliminated and are recorded net in the balance sheet. Recognition of
deferred tax assets on net tax-reducing differences which have not been eliminated, and tax loss for carrying forward, is based on
expected future earnings. Deferred tax and tax assets which can be recognised in the balance sheet are stated net. Tax on group
contribution paid which is recognised as an increase in the cost price of shares in other companies, and tax on group contribution
received which is recognised directly against equity, is recognised directly against tax in the balance sheet (against tax payable
if the group contribution has an effect on tax payable and against deferred tax if the group contribution has an effect on deferred
tax).
Cash flow statement
The cash flow statement is prepared using the indirect method. Cash and cash equivalents include cash in hand, bank deposits
and other short-term liquid placements which immediately and with insignificant currency risk can be converted to known
amounts of cash and with a maturity which is less than three months from the acquisition date.
ANNUAL ACCOUNTS AND NOTES KITRON ASA
68ANNUAL REPORT 2023
Note 1 - Sales revenues
The business of Kitron ASA is administration of its subsidiaries, and revenues consist primarily of fees and group contributions.
Sales revenues by geographical area
NOK 1000 2023 2022
Norway 50 283 36 280
Sweden 30 873 24 068
Lithuania 59 782 48 244
Other 47 771 25 716
Total 188 709 134 308
Note 2 - Related parties
NOK 1000 2023 2022
Sales revenues
From subsidiaries
1
188 709 134 308
Purchase of goods and services
From subsidiaries
1
71 280 48 171
Remuneration of senior executives
Pay and other short-term benefits
2
47 159 29 834
Financial income
Interest income from subsidiaries
1
14 610 7 943
Dividend from subsidiaries 214 103 138 644
Total 228 713 233 233
Balance items at 31 December resulting from transactions with related parties
Receivables and loans
Subsidiaries
1
734 318 646 224
Total 734 318 646 224
Payables
Subsidiaries
1
29 372 19 697
Total 29 372 19 697
1) Revenues from subsidiaries consist primarily of fees and group contributions. Purchase and sales of goods and services from
subsidiaries consist primarily of services from corporate personnel employed in subsidiaries Interest income from subsidiaries
consist of interest on long-term loans.
2) Senior executives comprise member of corporate management team employed in Kitron ASA. See table in note 6 for a more
extensive description of remuneration of senior executives.
ANNUAL ACCOUNTS AND NOTES KITRON ASA
69ANNUAL REPORT 2023
Note 3 - Payroll expenses
Payroll expenses
NOK 1000 2023 2022
Pay 88 158 72 591
Payroll taxes 4 345 3 921
Pension costs 1 217 1 535
Other remuneration 14 691 10 498
Total 108 611 88 545
Average number of FTEs 75 69
Note 4 - Pensions and similar obligations
The pension obligation below includes life-long benefits to a former CEO. The pension plan is unfunded.
The AFP-scheme is a defined benefit multi-enterprise scheme, but is recognised in the accounts as a defined contribution
scheme until reliable and sufficient information is available for the group to recognise its proportional share of pension cost,
pension liability and pension funds in the scheme. The company’s liabilities are therefore not recognised as debt in the balance
sheet.
Defined pension benefit plans
NOK 1000 2023 2022
Carrying amount of the obligation is determined as follows:
Present value of accrued pension commitments in unfunded benefit plans 5 059 5 243
+/- unrecognised actuarial gains and losses - -
Net commitments in unfunded defined benefit plans 5 059 5 243
Hereof payroll tax on the pension obligation 625 648
Pension costs comprise:
Interest costs 158 79
Net pension cost for unfunded plans 158 79
Net pension cost for contribution based pension plans 1 059 1 456
Net pension costs included in note 3 1 217 1 535
Cost recognised in equity
Actuarial losses pensions 388 209
The following assumptions have beenptions have been applied in calculating pension commitments
Discount rate 3.7 % 3.2 %
Annual pension adjustment 3.5 % 3.5 %
Social security tax rate 14.1 % 14.1 %
ANNUAL ACCOUNTS AND NOTES KITRON ASA
70ANNUAL REPORT 2023
Note 5 - Share-based payments
The group operates an equity settled share-based compensation plan under which the entity receives services from employees
as consideration from equity instruments (options) for the group. The compensation plan comprises senior management only.
The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. When the
options are exercised, the company issues new shares. The proceeds received net of any directly attributable transaction costs
are credited to share capital (nominal value). The social security contribution payable in connection with the grant of the share
options is considered as an integral part of the grant itself, and the charge will be settled as a cash-settled transaction. Further
details around the arrangement are described below.
The Company has implemented a share option program for its Senior Executives comprising of up to 5,000,000 shares. The share
option program was implemented in 2018 and is divided into four three-year subprograms, each with an allocation of 1,250,000
options, where the first program started in 2019, and is followed by one program every year until 2022.
The share option program entails that Senior Executives, on certain terms, may be granted a right to subscribe for shares in
Kitron at NOK 0.10 per share after a vesting period of three years. The number of options that are vested for each subprogram are
linked to the development of the market capitalization at Oslo Stock Exchange, adjusted for dividends and share buy-backs. For
each program to vest fully, the market capitalization adjusted for dividends and share buy-backs must increase 50 per cent. The
program starts to vest at an increase of 20 per cent and will vest linearly between 20 per cent to 50 per cent. The Company can
require that a number of shares for which the employee is entitled to subscribe is being converted to a cash consideration which
the company uses to pay taxes.
Each subprogram is capped at 200 per cent increase of the market capitalization, adjusted for dividends and share buy-backs.
Any shares delivered as a result of exercising options are subject to a three-year lock-up period. During the first year of the lock-up
period, no sales are allowed. The following two years, 1/8 of the option shares are released each quarter of the calendar year.
Further, the program has a claw back clause that provides the Company with a right to purchase option shares if the option
holder’s employment with the Company is terminated and the criteria of the program are not met during the lock-up program.
The Company utilizes a Monte Carlo simulation to determine the impact of stock option grants in accordance with IFRS 2, Share-
based payment, on the Company’s net income. The model utilizes certain information, such as the interest rate on a risk-free
security maturing generally at the same time as the option being valued, and requires certain assumptions, such as the expected
amount of time an option will be outstanding until it is exercised or it expires and the volatility associated with the price of the
underlying shares of common stock, to calculate the fair value of stock options granted. The model also estimate the likelihood of
performance fulfillment and takes this into account in the valuation.
During the period ended 31 December 2023, the Company has had share-based payment arrangements for employees, as
described below.
Fair value of Share Options granted is calculated using the Monte Carlo option pricing model. The weighted average inputs to
Monte Carlo model and Fair values per 31 December 2023 are listed below (calculated at grant):
Granted 2021 2022
Exercise price 0.10 0.10
Share price at grant date 20.15 19.70
Expected life from grant date 2,94 years 2,68 years
Volatility 35 % 41.2%
Interest rate 1.12% 3.61%
Fair value per option 6.30 8.89
Expected volatility is based on historical volatility of the Company. The Company is listed on the Oslo Stock Exchange. Interest
rates used are quoted Norwegian government bonds and bills retrieved from Norges Bank. The total expensed amount in 2023
arising from the option plans are NOK 7 968 thousand, not including social security (2022: NOK 8 063 thousand).The total carrying
amount per 31 December 2023 is NOK 5 937 thousand, not including social security (2022: NOK 12 809 thousand). Accrued social
security at 31 December 2023 is NOK 8 738 thousand (2022: NOK 6 586 thousand).
ANNUAL ACCOUNTS AND NOTES KITRON ASA
71ANNUAL REPORT 2023
Quantity and weighted average prices
Activity Number of instruments Weighted Average Strike Price
Outstanding OB (01.01.2022) 3 420 000 0.10
Granted 1 175 000 0.10
Exercised (1 170 000) -
Forfeited (25 000) 0.10
Expired - -
Outstanding CB (31.12.2022) 3 400 000 0.10
Vested CB - -
Options not granted CB (31.12.2022) 350 000 0.10
Outstanding OB (01.01.2023) 3 400 000 0.10
Granted 50 000 0.10
Exercised (1 250 000) 0.10
Forfeited - 0.10
Expired - -
Outstanding CB (31.12.2023) 2 200 000 0.10
Vested CB - -
Options not granted CB (31.12.2023) 300 000 0.10
Outstanding instruments Vested instruments
Strike price
Number of
instruments
Weighted Average
remaining contractual life
Weighted Average
Strike Price
Vested instruments
31.12.2023
Weighted Average
Strike Price
0.10 2 200 000 1.18 0.10 0 -
Board Number of shares Number of options
2023 2022 2023 2022
Tuomo Lähdesmäki, chairman 297 105 291 668 - -
Gro Brækken, board member 52 810 51 280 - -
Espen Gundersen, board member 57 810 56 280 - -
Maalfrid Brath, board member 32 690 29 499 - -
Petra Grandinson, board member 22 943 20 494 - -
Michael Lundgaard Thomsen, board member 8 689 6 240 - -
Jarle Larsen, employee elected board member 21 154 19 624 - -
Tone Aas, employee elected board member 1 530 - - -
Henriette Stene, employee elected board member 1 530 - - -
ANNUAL ACCOUNTS AND NOTES KITRON ASA
72ANNUAL REPORT 2023
Corporate management team Number of shares Number of options
2023 2022 2023 2022
Peter Nilsson, CEO 2 633 157 2 471 102 495 000 905 000
Cathrin Nylander, CFO 1 081 992 1 035 249 175 000 295 000
Kristoffer Asklöv, COO 144 080 101 561 200 000 300 000
Stian Haugen, CTO 100 851 51 561 175 000 295 000
Mindaugas Sestokas,Vice President and Managing Director 480 619 418 978 175 000 295 000
Hans Petter Thomassen, Vice President and Managing
Director
517 657 470 062 175 000 295 000
Stefan Hansson Mutas, Managing Director 340 544 295 281 175 000 295 000
Zygimantas Dirse, Managing Director 596 763 535 122 175 000 295 000
Carsten Christensen, CEO Kitron A/S (joined 10.01.2022) 7 167 51 561 290 000 300 000
Note 6 - Remuneration of senior executives, directors and auditors
NOK 1000 2023 2022
Remuneration of senior executives
Pay and other benefits
1
89 230 62 344
Balance items at 31 December resulting from purchase/sale of goods and services
Payable to related parties:
Senior executives
1
25 303 16 257
Total 25 303 16 257
1) Senior executives comprise the corporate management team at Kitron ASA. See table below for a more extensive description of
remuneration of senior executives. The amount at 31 December comprises accrued bonuses to corporate management team.
Remuneration of senior executives, directors and auditor
NOK 1000 2023 2022
Directors' fee: 3 123 3 016
- chairman 644 604
- board members 2 479 2 412
Auditors fee*) 3 009 1 985
- statutory audit 2 774 1 373
- other attestation services 45 85
- tax related services 81 83
- other services 109 445
*) all figures without VAT
ANNUAL ACCOUNTS AND NOTES KITRON ASA
73ANNUAL REPORT 2023
Remuneration of senior executives:
NOK 1000 Fixed remuneration Variable remun.
Name
Year
Base
salary
Other
benefits
1
Short-term
incentive
earned
2
Long-
term
incentive
3
Pension
expense
4
Total
remuneration
Proportion of
fixed/variable
Peter Nilsson
CEO
2023 3 595 146 4 084 12 191 1 566 21 582 25%/75%
2022 3 125 295 2 629 6 413 1 503 13 965 35%/65%
Cathrin Nylander
CFO
2023 2 308 303 2 743 3 573 328 9 255 32%/68%
2022 2 220 282 1 868 2 746 295 7 411 38%/62%
Stian Haugen
CTO
2023 1 464 238 1 739 3 555 116 7 112 26%/74%
2022 1 398 216 1 190 96 2 900 59%/41%
Kristoffer Asklöv
COO
2023 2 534 116 2 981 2 988 592 9 211 35%/65%
2022 2 308 113 1 938 845 354 5 558 50%/50%
Zygimantas Dirse
Managing Director,
Kitron Electronics
Manufacturing
(Ningbo) CO Ltd.,
China
2023 1 700 738 2 292 3 465 94 8 288 31%/69%
2022 1 632 523 1 434 2 985 90 6 664 34%/66%
Stefan H Mutas
Managing Director,
Kitron AB, Sweden
2023 1 816 85 2 179 3 584 808 8 472 32%/68%
2022 1 616 81 1 416 2 757 785 6 655 37%/63%
Mindaugas
Sestokas
Managing Director,
UAB Kitron, Lithuania
& VP Central Eastern
Europe
2023 2 477 75 2 904 3 465 8 920 29%/71%
2022 2 092 62 1 757 2 985 6 896 31%/69%
Hans Petter
Thomassen
Managing Director,
Kitron AS, Norway
& VP North America
2023 1 964 209 2 333 3 567 250 8 323 29%/71%
2022 1 898 203 1 597 2 737 227 6 662 35%/65%
Carsten Christensen
CEO Kitron A/S
Denmark
(joined 10.01.2022)
2023 3 374 372 4 048 274 8 067 46%/54%
2022 2 904 301 2 428 5 633 57%/43%
1) Other benefits include the value of any benefits or prerequisites, such as non-business or non-assignment related travel, medical, car, education and training,
residence or housing, credit cards and other benefits in kind or prerequisites.
2) Short-term incentive earned includes the total monetary value of annual bonuses from the short-term incentive program for the financial year.
3) Long-term incentive program includes programs that have vested during the year and shows total benefit of shares and cash consideration.
4) Pension expense includes contributions that effectively took place during the reported financial period to finance a fund or other pension scheme for future
pension payout for the senior executive.
ANNUAL ACCOUNTS AND NOTES KITRON ASA
74ANNUAL REPORT 2023
Name of Board member Position Type of remuneration 2023 2022
Tuomo Juhani
Lähdesmäki
Chair
Total regular board remuneration 616 582
Amount of board remuneration paid in cash 367 342
Amount of board remuneration used for share acquisition 249 240
Remuneration for chair of the remuneration committee 28 23
Gro Merete Brækken
Deputy
chairperson
Total regular board remuneration 278 268
Amount of board remuneration paid in cash 208 201
Amount of board remuneration used for share acquisition 70 67
Remuneration for member of the audit/remuneration committee 47 47
Espen Gundersen Board member
Total regular board remuneration 278 268
Amount of board remuneration paid in cash 208 201
Amount of board remuneration used for share acquisition 70 67
Remuneration for chair of the audit committee 93 90
Maalfrid Brath Board member
Total regular board remuneration 278 268
Amount of board remuneration paid in cash 208 201
Amount of board remuneration used for share acquisition 70 67
Remuneration for member of the remuneration committee 28 23
Michael Thomsen Board member
Total regular board remuneration 278 203
Amount of board remuneration paid in cash 166 95
Amount of board remuneration used for share acquisition 112 108
Remuneration for member of the remuneration committee 49 9
Petra Grandinson Board member
Total regular board remuneration 278 268
Amount of board remuneration paid in cash 166 160
Amount of board remuneration used for share acquisition 112 108
Remuneration for member of the remuneration committee 28 23
Bjørn Martin Gottschlich
(Until 28.04.2023)
Board member
Total regular board remuneration 68 268
Amount of board remuneration paid in cash 68 201
Amount of board remuneration used for share acquisition 67
Tanja Rørheim
(Until 28.04.2023)
Board member
Total regular board remuneration 68 268
Amount of board remuneration paid in cash 68 201
Amount of board remuneration used for share acquisition 67
Remuneration for member of the audit committee 11 54
Jarle Larsen Board member
Total regular board remuneration 278 268
Amount of board remuneration paid in cash 208 201
Amount of board remuneration used for share acquisition 70 67
Henriette Stene
(From 28.04.2023)
Board member
Total regular board remuneration 210
Amount of board remuneration paid in cash 140
Amount of board remuneration used for share acquisition 70
Tone Aas
(From 28.04.2023)
Board member
Total regular board remuneration 210
Amount of board remuneration paid in cash 140
Amount of board remuneration used for share acquisition 70
No payroll tax is included in the tables above. Pension contribution includes paid contribution to the company’s pension scheme.
For employee representatives only board remuneration is declared.
The company has not given any loans or security for directors or senior executives at 31 December 2023. For more information
about remuneration of senior executives, see separate Remuneration Report available at www.kitron.com.
ANNUAL ACCOUNTS AND NOTES KITRON ASA
75ANNUAL REPORT 2023
Note 7 - Tangible fixed assets and depreciation
NOK 1000 Machinery and equipment
Acquisition cost at 1 January 20 554
Additions during the year -
Disposal during the year -
Acquisition cost at 31 December 20 554
Accumulated depreciation 1 January 18 540
Depreciation during the year 436
Disposal during the year -
Accumulated depreciation at 31 December 18 976
Book value 31 December 1 578
Useful lifetime 3 - 5 years
Depreciation plan Linear
Annual lease of fixed assets unrecognised in the balance sheet
NOK 1000 Length of lease Annual rent
Premises >2024 1 070
Company cars >2023 596
Note 8 - Other intangible assets
NOK 1000 System software
Acquisition cost at 1 January 100 436
Additions during the year 6 131
Acquisition cost at 31 December 106 567
Accumulated depreciation at 1 January 65 483
Depreciation during the year 7 096
Accumulated depreciations at 31 December 72 579
Book value 31 December 33 988
Depreciation plan Linear
Useful lifetime 5-7 years
Note 9 - Items consolidated in the accounts
Other financial income
NOK 1000 2023 2022
Dividend 214 103 138 644
Currency gain
Total other financial income 214 103 138 644
Other financial expenses
Currency loss 10 496 26 729
Other financial expenses 2 825 5 855
Total other financial expenses 13 321 32 581
ANNUAL ACCOUNTS AND NOTES KITRON ASA
76ANNUAL REPORT 2023
Note 10 - Taxes
NOK 1000 2023 2022
Tax cost for the year breaks down into:
Tax payable 0 0
Change in deferred tax (12 874) (20 000)
Deferred tax charged to equity 3 797 570
Total tax cost (9 077) (19 430)
Calculation of tax base for the year:
Profit before tax (44 936) 43 011
Permanent differences *) (13 476) (133 919)
Change in temporary differences 1 966 (8 377)
Group contribution received 116 205 49 702
Change in tax loss carried forward (59 759) 49 583
Tax base for the year (0) 0
Overview of temporary differences
Fixed assets (156) (65)
Pensions (5 059) (5 243)
Other temporary differences (9 738) (7 586)
Gain and loss account 50 62
Total (14 903) (12 832)
Loss carried forward (111 824) (171 582)
Total (126 727) (184 415)
Deferred tax asset (22%) 27 880 40 571
Explanation of why tax cost for the year does not equal 22% of pre-tax result
22% of loss before tax (9 886) 9 462
Permanent differences 22% (2 965) (29 462)
Tax effect of actuarial gains and losses charged to equity 85 46
Tax effect of gains and losses on derivatives booked against equity 0 (1 644)
Tax effect of transaction costs booked against equity 10 8
Tax effect of share options booked against equity 3 702 2 160
Prior Year adjustments (23) 0
Calculated tax cost (9 077) (19 430)
Effective tax rate **) 20.2 % (45.2 %)
* ) Includes non-tax-deductible costs such as entertainment, group contribution and dividend
**) Tax cost in relation to pre-tax result
ANNUAL ACCOUNTS AND NOTES KITRON ASA
77ANNUAL REPORT 2023
Note 11 - Mortgages
NOK 1000 2023 2022
Debt secured by mortgages: 1 180 788 1165 614
Overview of existing security:
Pledge in machinery and plants 50 000 50 000
Pledge in receivables 700 000 700 000
Pledge in inventories 700 000 700 000
Carrying amount of assets provided as security:
Machinery and equipment 1 578 2 014
Receivables 764 719 678 571
The carrying amount of assets provided as security for the debt include assets in Kitron ASA only. In addition, the bank has
security in assets in other Norwegian and Swedish Kitron companies.
The group’s guarantee provider had provided guarantees at 31 December for leasing obligations and tax due but not paid. These
totalled NOK 0.5 million (2022: NOK 0.5 million) and NOK 5.0 million (2022: NOK 5.0 million) respectively.
Per 31 December 2023 Kitron ASA has granted the following parent company guarantees:
■ 25.9 million EUR related to lease obligations for the Polish subsidiary Kitron sp. z.o.o (2022: 16.2 million EUR)
■ 10.0 million EUR related to factoring agreement for the Polish subsidiary Kitron s.p z o.o (2022: 0.0 million)
■ 350 million NOK related to bank financing for Kitron AS and Kitron AB (2022: 350 million NOK)
Note 12 - Investment in subsidiaries
NOK 1000 Country of incorporation Share-holding
Voting
share
Book
value
Kitron AS Arendal, Norway 100% 100% 243 737
Kitron AB Jönköping, Sweden 100% 100% 13 463
Kitron Hong Kong Ltd Hong Kong 100% 100% 1
Kitron GmbH Metzingen, Germany 100% 100% 30 194
Kitron Holding USA Inc Delaware, USA 100% 100% 69 433
UAB Kitron Real Estate Kaunas, Lithuania 100% 100% 12 422
UAB Kitron Kaunas, Lithuania 100% 100% 29 201
Kitron sp. z o.o Grudziadz, Poland 100% 100% 49 538
Kitron A/S Horsens, Denmark 100% 100% 895 488
Kitron Holding A/S Denmark Horsens Denmark 100% 100% 613
Kitron Electronics Manufacturing Sd. Bhd. Senai, Malaysia 100% 100% 5 560
Total investment in subsidiaries 1 349 649
ANNUAL ACCOUNTS AND NOTES KITRON ASA
78ANNUAL REPORT 2023
The Kitron Hong Kong Ltd subsidiary owns shares in the following subsidiaries:
NOK 1000 Country of incorporation Share-holding
Voting
share
Kitron Electronics Manufacturing (Ningbo)
Co., Ltd.
Ningbo China 100% 100%
Kitron Electromechanical (Ningbo) CO. Ltd Ningbo, China 100% 100%
The Kitron Holding USA Inc subsidiary owns shares in the following subsidiaries:
NOK 1000 Country of incorporation Share-holding
Voting
share
Kitron Technologies Inc Delaware, USA 100% 100%
Kitron Systems Inc Delaware, USA 100% 100%
The Kitron A/S subsidiary owns shares in the following companies:
NOK 1000 Country of incorporation Share-holding
Voting
share
Kitron Electronics Manufacturing
(Suzhou) Co. Ltd
Suzhou, China 100% 100%
Kitron Holding Czech a.s
Lanskroun, Czech 100% 100%
Kitron India ApS Horsens, Denmark 100% 100%
TCBB India Private Limited Chennai, India 100% 100%
Kitron Electronics Manufacturing (Suzhou) Co. Ltd owns shares in the following companies:
NOK 1000 Country of incorporation Share-holding
Voting
share
Kitron Electromechanical (Suzhou) Co.
Ltd.
Suzhou, China 100% 100%
Kitron Holding Czech a.s owns shares in the following companies:
NOK 1000 Country of incorporation Share-holding
Voting
share
Kitron Czech a.s. Lanskroun, Czech 100% 100%
ANNUAL ACCOUNTS AND NOTES KITRON ASA
79ANNUAL REPORT 2023
Note 13 - Intra group loans
NOK 236.1 million of the NOK 236.1 million in intra-group loans at 31 December 2023 falls due later than one year after the end of
the fiscal year.
NOK 1000 2023 2022
Kitron Technologies Inc 141 872 137 547
Kitron Technologies Inc 20 961 19 599
Kitron Technologies Inc 57 279 -
UAB Kitron Real Estate 16 017 -
Kitron A/S - 77 334.
Total 236 130 234 480
Note 14 - Liquid assets
Kitron ASA has established a group account agreement with the company’s principal bank. This embraces Kitron ASA and its
Norwegian, Swedish, German, US, Polish and Danish subsidiaries. Unused credit lines amounted to NOK 183.6 million at the end of
2023 (2022: NOK 199.9 million).
Note 15 - Equity
NOK 1000 Share capital Share premium fund Other equity Total equity
At 31 December 2022 19 769 579 392 186 764 785 925
Net profit - - 130 840 130 840
Termination of options against cash consideration - - (13 125) (13 125)
Effect from option costs - - 7 968 7 968
Actuarial gains and losses pensions - - (302) (302)
Issue of ordinary shares 53 - - 53
Share issue costs charged to equity - (35) - (35)
Accrued dividend - - (148 663) (148 663)
At 31 December 2023 19 822 579 357 163 482 762 661
ANNUAL ACCOUNTS AND NOTES KITRON ASA
80ANNUAL REPORT 2023
Note 16 - Shares and shareholders information
The company’s share capital at 31 December 2023 comprised 198 217 134 shares with a nominal value of NOK 0.10 each. Each
share carries one vote. There were 10 558 shareholders at 31 December 2023 (31 December 2022: 9 026 shareholders).
Shareholder Number Percentage
FOLKETRYGDFONDET 15 858 694 8.00 %
VERDIPAPIRFOND ODIN NORGE 14 583 457 7.36 %
VEVLEN GÅRD AS 10 500 000 5.30 %
MP PENSJON PK 9 681 628 4.88 %
AAT INVEST AS 8 200 000 4.14 %
J.P. Morgan SE 5 456 043 2.75 %
Avanza Bank AB
1)
5 098 381 2.57 %
VJ INVEST AS 4 904 522 2.47 %
VERDIPAPIRFONDET HOLBERG NORGE 4 150 000 2.09 %
The Bank of New York Mellon SA/NV 4 000 000 2.02 %
State Street Bank and Trust Comp 3 425 946 1.73 %
VARNER EQUITIES AS 3 039 436 1.53 %
VERDIPAPIRFONDET DNB SMB 2 804 943 1.42 %
VPF FONDSFINANS NORDEN 2 700 000 1.36 %
Danske Invest Norge Vekst 2 329 743 1.18 %
VERDIPAPIRFONDET EQUINOR AKSJER NO 2 099 448 1.06 %
CACEIS Bank 1 748 369 0.88 %
J.P. Morgan SE 1 715 029 0.87 %
The Bank of New York Mellon SA/NV 1 700 000 0.86 %
BNP Paribas 1 667 798 0.84 %
Total 20 largest shareholders 105 663 437 53.31 %
Total other shareholders 92 553 697 46.69 %
Total outstanding shares 198 217 134 100.00 %
1) Beneficial owner: CEO Peter Nilsson 2 633 157 shares (1,33 per cent)
Authorization to the Board to issue shares
Authorization to strengthen equity and incentive schemes
The ordinary general meeting of 28 April 2023 authorized the Board of directors of Kitron ASA to increase the share capital in
accordance with the Norwegian Public Limited Liability Companies Act section 10-14 on the following conditions:
■ The share capital may, in one or more rounds, in total be increased with up to NOK 1,976,910.53.
■ The Board of Directors may not use the authorization if the total increase of the share capital approved by the Board of
Directors in accordance with this authorization together with the use of other authorizations to issue shares, in the period for
the authroization in item 3, exceeds NOK 3,953,821.06.
■ The authorization shall be valid until the Annual General Meeting in 2024, but no later than 30 June 2024.
■ The shareholders’ pre-emptive rights according to the Norwegian Public Limited Liability Companies Act section 10-4 may be
set aside.
■ The authorization is not intended for use to facilitate or obstruct the success of a take-over bid where Kitron is the target
company.
■ The authorization encompasses share capital increase by contribution in any kind and the right to incur Kitron ASA with
special obligations according to the Norwegian Public Limited Liability Companies Act section 10-2.
■ The authorization encompasses resolutions on merger according to the Norwegian Public Limited Liability Companies Act
section 13-5.
ANNUAL ACCOUNTS AND NOTES KITRON ASA
81ANNUAL REPORT 2023
■ The authorization is limited to encompass capital requirements or issuance of consideration shares in relation to
strengthening of Kitron ASA’s equity, joint ventures or joint business operations, remuneration to members of the Board of
Directors of Kitron ASA, incentive schemes, and acquisition of property and business within Kitron ASA’s purpose.
■ The Board of Directors is authorized to decide other terms and conditions of the subscription and is authorized to amend the
articles of association as implied by the use of this authorization.
■ This authorization replaces any previously granted authorizations for the Board of Directors to increase the share capital.
Strategic authorization
The ordinary general meeting of 28 April 2023 authorized the Board of directors of Kitron ASA to increase the share capital in
accordance with the Norwegian Public Limited Liability Companies Act section 10-14 on the following conditions:
■ The share capital may, in one or more rounds, in total be increased with up to NOK 3,953,821.06.
■ The Board of Directors may not use the authorization if the total increase of the share capital approved by the Board of
Directors in accordance with this authorization together with the use of other authorizations to issue shares, in the period for
the authorization in item 3, exceeds NOK 3,953,821.06.
■ The authorization shall be valid until the Annual General Meeting in 2024, but no later than 30 June 2024.
■ The shareholders’ pre-emptive rights according to the Norwegian Public Limited Liability Companies Act section 10-4 may be
set aside.
■ The authorization is not intended for use to facilitate or obstruct the success of a take-over bid where Kitron is the target
company.
■ The authorization encompasses share capital increase by contribution in any kind and the right to incur Kitron ASA with
special obligations according to the Norwegian Public Limited Liability Companies Act section 10-2.
■ The authorization encompasses resolutions on merger according to the Norwegian Public Limited Liability Companies Act
section 13-5.
■ The authorization is limited to include strengthening of Kitron ASA’s equity and issuing of consideration shares in connection
with acquisition of other companies or enterprises within Kitron ASA’s purpose.
■ The Board of Directors is authorized to decide other terms and conditions of the subscription and is authorized to amend the
articles of association as implied by the use of this authorization.
Authorization to the Board to buy own shares
The ordinary general meeting on 28 April 2023 authorized the Board of directors of Kitron ASA to acquire Kitron ASA’s own shares,
for the purpose of ownership or charge, in accordance with the Norwegian Public Limited Liability Companies Act sections 9-4 and
9-5 on the following conditions:
■ The Board of Directors may acquire shares in Kitron ASA, on one or several occasions, provided that the total combined
nominal value of the acquired shares after the acquisition must not exceed ten per cent of the share capital, i.e. up to a total
nominal value of NOK 1,976,910.53. The authorization also includes contract liens in the shares of Kitron ASA.
■ The authorization is not intended for use to facilitate or obstruct the success of a take-over bid where Kitron is the target
company.
■ Under this authorization the Board of Directors may pay minimum NOK 1 per share and maximum the prevailing market price
per share on the day the offer is made, provided, however, that the maximum amount does not exceed NOK 100 per share.
■ Any and all previous authorizations given to the Board of Directors to acquire own shares shall be, and hereby are, withdrawn
with effect from the date this authorization is registered with the Norwegian Register of Business Enterprises.
■ Shares acquired according to the authorization shall either be cancelled, used as remuneration to the members of the Board
of Directors of Kitron ASA, used in incentive schemes or be used as consideration in connection with acquisition of other
companies or businesses, joint ventures or joint business operations, and acquisition of property and business within Kitron
ASA’s purpose.
■ This authorization shall be valid until the 2024 annual general meeting, but not longer than 30 June 2024.
ANNUAL ACCOUNTS AND NOTES KITRON ASA
82ANNUAL REPORT 2023
Note 17 - Information on long-term liabilities to financial institutions
The company has long-term bank loans of NOK 1 180.8 million at 31 December 2023 (NOK 1 165.6 million at 31 December
2022).
Of this is NOK 117.2 million short-term part and is due within one year. The group’s long-term and short-term bank financing
includes covenants relating to factors such as the company’s balance sheet values and earnings. The company complies with
these covenants at 31 December 2023.
Note 18 - Financial risk
Interest rate risk
Interest on the group’s interest-bearing debt is charged at the relevant market rate prevailing at any given time (base rate plus
interest margin). No interest rate instruments have been established in the company. The company does not have significant
interest-bearing assets except from inter-company loans, so that its income and cash flow from operational activities are not
significantly exposed to changes in the market interest rate.
Currency risk
Exchange rate developments represent a risk for the company both directly and indirectly. At 31 December 2023 the company had
no forward contracts.
Price risk
The business of Kitron ASA is administration of its subsidiaries, and revenues consist primarily of group contributions. The
company is not exposed to significant commodity price risk.
ANNUAL ACCOUNTS AND NOTES KITRON ASA
83ANNUAL REPORT 2023
INDEPENDENT AUDITOR’S REPORT
PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
To the General Meeting of Kitron ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Kitron ASA, which comprise:
● the financial statements of the parent company Kitron ASA (the Company), which comprise the
balance sheet at 31 December 2023, the income statement and cash flow statement for the year
then ended, and notes to the financial statements, including a summary of significant accounting
policies, and
● the consolidated financial statements of Kitron ASA and its subsidiaries (the Group), which
comprise the balance sheet as at 31 December 2023, the income statement, statement of
comprehensive income, statement of changes in equity and statement of cash flow for the year
then ended, and notes to the financial statements, including material accounting policy information.
In our opinion
● the financial statements comply with applicable statutory requirements,
● the financial statements give a true and fair view of the financial position of the Company as at 31
December 2023, and its financial performance and its cash flows for the year then ended in
accordance with the Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and
● the consolidated financial statements give a true and fair view of the financial position of the Group
as at 31 December 2023, and its financial performance and its cash flows for the year then ended
in accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company and the Group as required by
relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards)
(IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for 19 years from the election by the general meeting of the
shareholders on 29 April 2005 for the accounting year 2005.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Operating Costs and Percentage of Completion Method has the same characteristics and risks as in the
prior year, and therefore continues to be an area of focus this year.
84ANNUAL REPORT 2023
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Key Audit Matters
How our audit addressed the Key Audit Matter
Operating Costs and Percentage of Completion
Method
A significant portion of revenues is recognised over
the contract period based on estimated percentage
of completion for contracts, based on the
requirements in IFRS 15.
We focused on operating costs and the percentage
of completion method because calcula
ting the cost
incurred for partly satisfied performance obligations
and estimating the percentage of completion
require application of management judgement.
Specifically, application of judgement is necessary
to estimate total costs and production time. Further,
calculation of costs incurred and estimating total
costs require that management determines direct
and indirect production costs and considers large
amounts of data, which adds a degree of
complexity to the process.
Note 6 to the consolidated finan
cial statements
explains how management accounts for revenue
from contracts with customers.
We reviewed management’s policy for calculation
of cost incurred for partly satisfied performance
obligations and how percentage of completion is
estimated. We found the policy to be in line with the
requirements of the IFRS Accounting Standards.
We e
valuated the design and tested operating
effectiveness of controls directed at the accuracy of
the cost price calculations. We also tested the
accuracy of data used in the model that calculated
costs incurred by tracing the details back to original
sources. Ou
r procedures included tests of input
data and recalculation of both direct and indirect
costs.
We also tested the estimates of total costs for
reasonableness by comparing the costing model to
actual cost as they occur. Through discussions with
management,
we were satisfied that no significant
variances were identified that triggered a need for
additional adjustments of the costing model.
No significant exception was noted from our work.
We evaluated the appropriateness of the related
note disclosures and found them to be appropriate.
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the
Board of Directors’ report and the other information accompanying the financial statements. The other
information comprises information in the annual report, but does not include the financial statements and
our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the
Board of Directors’ report nor the other information accompanying the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’
report and the other information accompanying the financial statements. The purpose is to consider if there
is material inconsistency between the Board of Directors’ report and the other information accompanying
the financial statements and the financial statements or our knowledge obtained in the audit, or whether the
Board of Directors’ report and the other information accompanying the financial statements otherwise
appears to be materially misstated. We are required to report if there is a material misstatement in the
Board of Directors’ report or the other information accompanying the financial statements. We have nothing
to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
● is consistent with the financial statements and
● contains the information required by applicable statutory requirements.
Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate
Governance and Corporate Social Responsibility.
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3 / 4
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements of the Company that give a true and
fair view in accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway, and for the preparation of the consolidated financial statements of the Group
that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU.
Management is responsible for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern.
The financial statements of the Company use the going concern basis of accounting insofar as it is not likely
that the enterprise will cease operations. The consolidated financial statements of the Group use the going
concern basis of accounting unless management either intends to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
● identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
● obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's and the Group's internal control.
● evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
● conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company's and the Group's ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's report. However, future events or conditions may
cause the Company and the Group to cease to continue as a going concern.
● evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves a true and fair view.
86ANNUAL REPORT 2023
INDEPENDENT AUDITOR’S REPORT
4 / 4
● obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remain
solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, actions taken to
eliminate threats or safeguards applied.
From the matters communicated with the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Kitron ASA, we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the annual
report, with the file name Kitron Annual Report 2023 ESEF.zip, have been prepared, in all material
respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on
the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the
Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual
report in XHTML format, and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation.
This responsibility comprises an adequate process and such internal control as management determines is
necessary.
Auditor’s Responsibilities
For a description of the auditor’s responsibilities when performing an assurance engagement of the ESEF
reporting, see: https://revisorforeningen.no/revisjonsberetninger
Oslo, 20 March 2024
PricewaterhouseCoopers AS
Herman Skibrek
State Authorised Public Accountant
87ANNUAL REPORT 2023
INDEPENDENT AUDITOR’S REPORT
88ANNUAL REPORT 2023
We confirm to the best of our knowledge that:
■ the consolidated financial statements for 2023 have been prepared in accordance with IFRS® Accounting Standards as
adopted by the EU as well as additional information requirements in accordance with the Norwegian Accounting Act and that
■ the financial statements for the parent company for 2023 have been prepared in accordance with the Norwegian Accounting
Act and generally accepted accounting practice in Norway
and that:
■ the information presented in the financial statements gives a true and fair view of the Company’s and Group’s assets liabilities
financial position and result for the period viewed in their entirety and that
■ the Board of Directors’ report gives a true and fair view of the development performance and financial position of the
Company and Group and includes a description of the principle risks and uncertainties.
Responsibility statement
Oslo, 20 March 2024
Tuomo Lähdesmäki
Chairman
Gro Brækken
Deputy Chairman
Michael Lundgaard Thomsen
Board Member
Espen Gundersen
Board Member
Petra Grandinson
Board Member
Maalfrid Brath
Board Member
Tone Aas
Employee Elected Board
Member
Henriette Stene
Employee Elected Board
Member
Jarle Larsen
Employee Elected Board
Member
Peter Nilsson
CEO of Kitron ASA
RESPONSIBILITY STATEMENT
89ANNUAL REPORT 2023
Kitron uses terms in the consolidated financial statements that are not anchored in the IFRS® accounting standards. As
being an Electronics Manufacturing Services company, Kitron uses Alternative Performance Measures which are relevant for
understanding and evaluation of performance within manufacturing.
Our definitions and explanations of these terms follow below:
Order backlog
All firm orders and 4 months of committed customers forecast
at revenue value as at balance sheet date.
Foreign exchange effects
Group consolidation restated with exchange rates as
comparable period the previous year. Change in volume or
balance calculated with the same exchange rates for the both
periods are defined as underlying growth. Change based on
the change in exchange rates are defined as foreign exchange
effects. The sum of underlying growth and foreign exchange
effects represent the total change between the periods.
EBITDA
Operating profit (EBIT) + Depreciation and Impairments
EBIT
Operating profit
EBIT margin (%)
Operating profit (EBIT) / Revenue
Net working capital
Inventory + Contract assets + Accounts Receivables –
Accounts Payable
Operating capital
Other intangible assets + Tangible fixed assets + Net working capital
Return on operating capital (ROOC) %
Annualised Operating profit (EBIT) / Operating Capital
Return on operating capital (ROOC) R3 %
(Last 3 months Operating profit (EBIT))*4) / (Last 3 months
Operating Capital /3)
Direct Cost
Cost of material + Direct wages (subset of personnel expenses
only to include personnel directly involved in production)
Days of Inventory Outstanding
360/ (Annualised Direct Costs/(Inventory + Contract assets))
Days of Inventory Outstanding R3
360/ ((Last 3 months Direct Costs *4) / (Last 3 months
Inventory and Contract assets/3))
Days of Receivables Outstanding
360/ (Annualised Revenue/Trade Receivables)
Days of Receivables Outstanding R3
360/ ((Last 3 months Revenue*4)/(Last 3 months Trade
Receivables/3))
Days of Payables outstanding
360/ ((Annualised Cost of Material + Annualised other
operational expenses) / (Trade Payables)
Days of Payables Outstanding (R3)
360/ (((Last 3 months (Cost of Material + other operational
expenses)*4) / (Last 3 months Trade Payables)/3))
Cash conversion cycle (CCC)
Days of inventory outstanding + Days of receivables
outstanding – Days of payables outstanding
Cash conversion cycle (CCC) R3
Days of inventory outstanding (R3) + Days of receivables
outstanding (R3) – Days of payables outstanding (R3)
Net Interest-bearing debt
- Cash and cash equivalents + Loans (Noncurrent liabilities) +
Loans (Current liabilities)
Interest-bearing debt
Loans (non-current liabilities) + Loans (current liabilities)
Inventory turns
Annualised direct costs / (Inventory + Contract assets)
Variable contribution
Revenue - Direct cost
Net gearing
Net interest bearing debt / Equity
Equity Ratio
The ratio of Equity to Total Assets
Return on Equity
(Last 3 months Profit (loss) for the period* 4)/ (Last 3
months Equity/3)
Definition of APMs
DEFINITION OF ALTERNATIVE PERFORMANCE MEASURES
90ANNUAL REPORT 2023
Kitron’s corporate governance principles clarify the division
of roles between shareholders, the Board of Directors
and the corporate management. The principles are also
intended to help safeguard the interests of shareholders,
employees and other stakeholders, such as customers and
suppliers, as well as society at large. The primary intention
is to increase predictability and transparency, and thereby
reduce uncertainties associated with the business.
It is Kitron’s intent to practice good corporate governance
in accordance with laws and regulations and the
recommendations of Oslo Børs under the ‘comply or
explain’ concept. This review has been prepared by the
Board of Kitron based on Norwegian Code of Practice for
Corporate Governance dated 14 October 2021 (“the Code”).
The code is available at www.nues.no.
According to Kitron’s own evaluation, Kitron deviates from
the code on the following points:
§6 General meetings
■ All members of the Board of Directors, the Nomination
Committee and the auditor are present. The Chairman
of the Board and the auditor are always present to
respond to any questions. From the Group perspective,
this is considered sufficient.
■ Independent chairman for the general meeting. The
Chairman of the Board normally chairs the General
Meeting. The Board will make arrangements for an
independent chair if the setting so requires.
1. Report on Corporate Governance
The report follows the structure of the Code of Practice. The
Corporate Governance report is subject to annual evaluation
and discussion by the Board. The following report was
issued at the Board meeting on 20 March 2024.
2. Business
Kitron’s business purpose clause is stated in the company’s
articles of association: Kitron’s business purpose is
manufacturing, and development activities related to
electronics. The business includes the purchase and sale
of shares and companies in the same or related business
sectors. The business may also include related consultancy
activities and other activities associated with the operation.
The company’s objectives, strategies and risk profiles
should be evaluated at least annually to create value for
shareholders.
The company’s main goals, strategies and risk profiles are
presented in the annual report, sustainability report and
on the company’s website. It is the Board’s opinion that
these objectives, strategies and risk profiles are within
the scope of the business purpose clause. The objectives
for the business are set with a view to creating value
for shareholders in a sustainable manner. The Board of
directors has considered financial, social and environmental
factors when defining the company’s strategies, primary
objectives and risk profile.
Long term objectives, strategies and the risk profile are
evaluated once a year in connection with the work on
strategy, or as necessary in connection with major events or
structural changes.
Kitron’s vision is to provide solutions that deliver success for
its customers. Kitron’s core values to support the vision are
commitment, innovation and engagement.
The group’s current Ethical Code (Ethical Guidelines,
Supplier Guidelines and Anti-Bribery policy) was approved
by the Board in 2018. It is based largely on international
initiatives and guidelines related to social responsibility,
including the ILO conventions.
The Ethical Code includes topics such as human rights,
environment, relations with our customers and suppliers,
corruption and confidentiality.
The Code applies to all Kitron board members, elected
officers, permanent and temporary employees, hired staff,
consultants and agents acting in or on behalf of Kitron.
The Code also applies to all contractors, sub- contractors,
suppliers and sub-suppliers. It includes all companies in the
Kitron Group.
3. Equity and dividends
The parent company’s share capital on 31 December 2023
amounted to NOK 19 821 713.40.
Total equity for the group on 31 December 2023 was EUR
183.5 million, corresponding to an equity ratio of 31.6 per
cent. Considering the nature and scope of Kitron’s business,
the board considers that the company has adequate equity
and capital structure.
Existing mandates granted to the board, to issue shares and
to purchase its own shares, are presented in the shareholder
information section of the annual report. The mandates are
restricted to defined purposes and limited in time to no later
than the date of the next Annual General Meeting but not
longer than 30 June that year.
Corporate governance
CORPORATE GOVERNANCE
91ANNUAL REPORT 2023
Kitron’s dividend policy states: “Kitron’s dividend policy is
to pay out an annual dividend of 20 to 60 per cent of the
company’s consolidated net profit before non-recurring
items. When deciding on the annual dividend the company
will take into account the company’s financial position,
investment plans as well as the needed financial flexibility to
provide for sustainable growth.
4. Equal treatment of shareholders and
transactions with close associates
There is only one class of shares, and all shares have equal
voting rights. The nominal amount per share is NOK 0.10.
The articles of association place no restriction on voting
rights. Kitron has issued an insider manual with guidelines
and control procedures. According to the company’s ethical
guidelines, board members and the executive management
must notify the board if they have any direct or indirect
material interest in any transaction contemplated or entered
by the company.
5. Shares and negotiability
There are no provisions in the Company’s Articles of
Association that limit the right to own, trade or vote for
shares in the Company.
6. General meetings
Shareholders exercise the ultimate authority in Kitron
through the Annual General Meeting. All shareholders are
entitled to attend a general meeting as long as they are
recorded in the company’s share register no later than the
fifth business day before the date of the general meeting.
Representatives of the board and the auditor are present.
The notice of the meeting, the agenda and detailed and
comprehensive supporting information, including the
nomination committee’s justified recommendations, are
made available on Kitron’s website at least 21 days before
a general meeting takes place. At the same time, the
notice and agenda are distributed to all shareholders. For
administrative purposes, the shareholders must give notice
of their attendance at the meeting minimum two working
days before the meeting.
The general meeting deals with such matters as required
by Norwegian law. Shareholders who cannot attend the
meeting in person can vote by proxy and voting instructions
can be given on each item on the agenda. In addition,
shareholders may vote in advance, either in writing or by
electronic means, up to 2 days prior to the general meeting.
The general meetings are opened by the chair of the board.
Normally, the board proposes that the chair of the board
shall also chair the general meetings. The board will propose
an independent chair for the general meeting if any of the
matters to be considered calls for such arrangement. The
notices and minutes of the general meetings are published in
Oslo Børs’ information system (www.newsweb. oslobors.no,
ticker: KIT) and on Kitron’s website.
7. Nomination committee
Kitron’s nomination committee is stated in the articles
of association. The committee shall have two or three
members, including the head of the committee. The general
meeting elects the head and the members of the nomination
committee and determines its remuneration. The general
meeting has resolved a mandate and stipulated guidelines
for the duties of the nomination committee that is compliant
with the Code. The members of the nomination committee
are elected for a period of up to two years.
The nomination committee shall propose and present to
the general meeting: Candidates for election to the board,
remuneration of the board, the nomination committee, and
new members of the nomination committee.
Composition
The committee shall have two to three members, including
the head of the committee. At the composition of the
nomination committee, the interests of the shareholders will
be considered, as well as the members’ independence of the
board and of the executive management.
The nomination committee members
After the Annual General Meeting 28 April 2023, the
nomination committee had the following members:
■ Ole Petter Kjerkreit, chairperson elected until the Annual
General Meeting in 2024
■ Christian Jebsen, elected until the Annual General
Meeting in 2024
■ Atle Hauge, elected until the Annual General Meeting in
2024
■ The committee’s members Ole Petter Kjerkreit and Atle
Hauge are independent of the Kitron’s management and
the Board. Christian Jebsen was until the Annual General
Meeting 2022 a shareholder-elected member of the
Kitron ASA board.
Submitting proposals to the nomination committee
The deadline for submitting proposals to the nomination
committee is four weeks prior to General Meeting Notice.
CORPORATE GOVERNANCE
92ANNUAL REPORT 2023
8. Board of directors: composition and
independence
According to the articles of association, the board shall
consist of 3 to 6 shareholder-elected members as resolved
by the general meeting. The board currently consists of six
shareholder-elected members and three members elected
by and among the employees.
Board members are elected for a period of up to two years.
The chairman of the board is elected by the general meeting.
There is no corporate assembly in Kitron.
The board’s composition shall ensure that it can effectively
and proactively perform its supervisory and strategic
functions. Furthermore, the board is composed to enable
it to always act independently of special interests. The
representation of shareholders was proposed by the
nomination committee and unanimously resolved by the
general meeting.
After the General Meeting 28 April 2023, the board of
directors consists of nine members and currently has the
following composition:
■ Tuomo Lähdesmäki (Chairman), re-elected until the
Annual General Meeting in 2024
■ Gro Brækken (Vice chairman), re-elected until the Annual
General Meeting in 2024
■ Espen Gundersen, re-elected until the Annual General
Meeting in 2024
■ Maalfrid Brath, re-elected until the Annual General
Meeting in 2024
■ Petra Grandinson, elected until the Annual General
Meeting in 2024
■ Michael Lundgaard Thomsen, elected until the Annual
General Meeting in 2024
■ Jarle Larsen, elected by and among employees
■ Tone Aas, elected by and among employees
■ Henriette Stene, elected by and among employees
All shareholder-elected directors are considered independent
of the management. The same applies in relation to
important business relations and owners.
Board members who own shares in Kitron by 31 December
2023:
■ Tuomo Lähdesmäki - 297 105 shares
■ Gro Brækken - 52 810 shares
■ Espen Gundersen - 57 810 shares
■ Maalfrid Brath - 32 690 shares
■ Petra Grandinson - 22 943 shares
■ Michael L. Thomsen – 8 689 shares
■ Jarle Larsen - 21 154 shares
■ Tone Aas - 1 530 shares
■ Henriette Stene – 1 530 shares in Kitron.
See presentation of board members for details.
As expressed in the Ethical Code of Conduct, Kitron
recognizes a balanced workforce as a strength, and this
extends to the board and its committees. At the General
Meeting on 28 April 2023, 3 male and 3 female board
members were nominated and elected by shareholders.
Of the employee-elected board members, 1 is male, and
2 are female. Both genders are represented on the audit
committee and the HR & remuneration committee. The
board includes members representing various age groups
as well as educational and employment backgrounds. Four
nationalities are represented on the board.
9. The work of the board of directors
The board has an overall responsibility for safeguarding
the interests of all shareholders and other stakeholders.
Furthermore, it is the board’s duty and responsibility to
exercise overall control of the company, and to supervise the
management and the company’s operations. The division
of roles between board and management is specified in
Kitron’s rules of procedure for the board. The board has
approved an annual meeting plan for its work, which includes
meetings with a special focus on strategy and budgeting.
The board conducts a self-evaluation once a year.
The rules of procedures for the board of directors also
include a statement on how the board of directors and the
senior management shall handle agreements with related
parties, including whether an independent valuation shall
be obtained. The board of directors shall include a report on
such agreements in the annual report.
Kitron’s board shall also serve as a constructive and qualified
discussion partner for the executive management. One of
the board’s key duties is to establish appropriate strategies
for the group. It is important in this context that the board,
in cooperation with the management, ensures that the
strategies are implemented, that the results are measured
and evaluated and that the strategies are developed in the
most appropriate way. Kitron has defined performance
parameters for the strategies and can thus measure its
performance.
The board receives financial reports monthly from the
administration. The underlying data for these reports are
prepared at each reporting unit. The information is checked,
consolidated, and processed by the group’s corporate
financial staff to produce the consolidated reports that are
submitted to the board. The reports also include relevant
operational matters. The group does not have a separate
internal audit function. Account controls are exercised
through segregation of duties, guidelines and approval
procedures. The corporate financial staff is responsible
for establishing guidelines and principles. The corporate
financial staff handles the group’s financial transactions.
CORPORATE GOVERNANCE
93ANNUAL REPORT 2023
Each profit centre is responsible for the commercial
benefit of manufacturing contracts. Responsibility for the
commercial content of significant procurement contracts
rests with the corporate sourcing organisation.
The board conducts annual evaluations of the executive
managers and their performance. These evaluations also
cover an assessment of cooperation between the board and
the management. The results of these evaluations represent
an important element in the remuneration and incentive
programs, which are described in the notes to the financial
statements.
The board had 11 meetings during 2023 with 99 per cent
participation.
The board’s audit committee
The board’s audit committee is appointed by Kitron ASA’s
board of directors and is a sub-committee of the board. The
audit committee mandate was revised and updated in 2020 in
accordance with new regulations. The audit committee will on
behalf of the board supervise the financial reporting process
to ensure the integrity of the financial statements. The audit
committee will also go through: the company’s internal
supervisory/control routines and risk management system,
the external audit process including a recommendation in
the choice of an external auditor, the company’s routines
regarding compliance with laws and regulations affecting the
financial reporting and the company’s code of conduct.
The role of the audit committee is to prepare matters
for consideration by the Board, to support the Board in
its supervisory responsibilities and to ensure that the
requirements made of the company in connection with its
listing on the stock exchange are complied with.
The committee consists of two shareholder-elected board
members and one employee-elected board member. The
independent auditor usually attends the meetings. During
2023 there were 5 audit committee meetings.
Members of the Audit Committee:
■ Espen Gundersen, voted chair of the audit committee
and re-elected until the Annual General Meeting in 2024
■ Gro Brækken, elected until the Annual General Meeting in
2024
■ Michael Lundgaard Thomsen, elected until the Annual
General Meeting in 2024
The board’s HR & remuneration committee
The HR & Remuneration Committee is appointed by Kitron
ASA’s board of directors and is a sub- committee of the
Board. The committee consists of three members elected
among the members of the board.
The HR & Remuneration committee will on behalf of the
board supervise remuneration and incentive schemes,
mainly related to the CEO and the Corporate Management
Team (CMT). The committee will oversee the company’s
management succession plan as well as the company’s
talent management. During 2023 there were 6 remuneration
committee meetings.
Members of the Remuneration Committee:
■ Tuomo Lähdesmäki, voted chair of the remuneration
committee and re-elected until the Annual General
Meeting in 2024
■ Maalfrid Brath, re-elected until the Annual General
Meeting in 2024
■ Petra Grandinson, elected until the Annual General
Meeting in 2024
10. Risk management and internal control
Kitron’s business model is to provide manufacturing and
assembly of electronics and industrial products containing
electronics, including development, industrialisation,
purchasing, logistics, maintenance/ repair and redesign. The
board sees no unusual risks beyond normal business risks
that any light industry operation is exposed to.
EMS is a highly competitive industry, presenting the
company with an inherent business risk related to Kitron’s
ability, firstly, to attract and retain customers who are and
who will be predictable and successful in their respective
markets and, secondly, to make a fair profit margin on
its business. The group’s customer portfolio consists
of reputable companies operating in various segments.
Several of the group’s customers are world leaders in
their respective fields. It is Kitron’s perception that the
customer portfolio is robust and well balanced. Kitron’s
value proposition to its customers includes flexibility,
competence, quality, closeness and full value chain
capability. The board is confident that Kitron can maintain
a viable, leading and adaptive business. Kitron is organised
in distinct manufacturing sites, each fully accountable for
its own revenues, profitability and level of capital employed.
The structure facilitates closeness between management
and the operation, which in turn provides good overview and
adequate internal business control.
The group has established a decentralised management
model featuring delegated responsibility for profits. As a
result, the control function parallels the group’s management
model, and it is the individual unit’s responsibility to make
sure that it has the capacity and expertise it requires to carry
out responsible internal control. Governing management
documents have been adopted, describing the group’s
requirements for responsible internal control.
CORPORATE GOVERNANCE
94ANNUAL REPORT 2023
Management prepares monthly financial reports that are
sent to the Board of Directors. When the group’s quarterly
financial reports are to be presented, the Audit Committee
reviews the reports prior to the board meeting. The auditor
participates in the Audit Committee meetings, and meets
with the entire Board in connection with the presentation of
the annual financial statements.
The Board annually reviews the strategic plan. In addition, as
part of the preparation to the strategic discussion, the Board
also annually review the group risks. The group’s financial
position and risks are described in the Board of Directors’
Report.
The health, safety, and environmental risks are limited and
well managed, and Kitron’s ISO quality systems are certified
by certification agencies , inspected and approved by several
of the group’s customers.
Kitron’s customers are professional product-owning
companies, which purchase the manufacturing and related
services from Kitron. Kitron is not the product owner and the
group’s product liability risk are thus negligible.
The Board regularly reviews and amends the Group’s key
Governance documents. The group’s current Ethical Code
of Conduct was approved by the Board on 8 October 2018.
Combined with Kitron’s Supplier Code of Conduct and Anti-
Corruption policy, this forms the ethical guidelines for the
group’s business.
Kitron has established routines for notification and follow-up
on any alleged misconduct.
The Group has an Ethical Committee whose task it is,
on behalf of the management, to review Governance
documents, decide and/or advise in Ethical dilemmas and
conduct risk analysis and implement relevant actions.
11. Remuneration of the board of directors
The Annual General Meeting approves the remuneration
paid to the Board of Directors each year. The Proposal for
the remuneration is made by the Chair of the Nominating
committee.
The remuneration of the board members reflects
responsibility, expertise, time spent and the character of
Kitron’s business. The remuneration is not linked to the
company’s performance or share price. The remuneration
to the chairman is determined separately from the other
members. Additional remuneration is made to the members
of the board who are appointed to board committees, on a
per meeting basis.
Board members are not encouraged to perform special
assignments for the company in addition to their
directorship. Such assignments, if any, are reported to the
full board and disclosed in the annual report.
Information about each director’s remuneration, including
shares and subscription rights, is provided in the notes to the
annual financial statements.
The members of the Board are encouraged to own shares in
Kitron.
12. Remuneration of senior executives
The Norwegian Public Limited Liability Companies Act
established guidelines for the remuneration of the CEO and
other senior executives of the company. The remuneration
guidelines have been approved by the general meeting. The
remuneration guidelines shall be clear and understandable,
and shall contribute to Kitron’s business strategy, long-term
interests and financial sustainability. The arrangements
for salary and other remuneration shall be simple and shall
ensure convergence of the financial interests of the senior
executives and shareholders.
The remunerations consist of fixed annual compensation
that includes annual base salary and other possible benefits
(such as pension plan).
The total possible compensation also includes a short- term
incentive scheme (STI) and a long-term incentive scheme
(LTI).
Performance-related remuneration of the executive
personnel in the form of share options, bonus programs or
the like should be linked to value creation for shareholders
or the company’s earnings performance over time. Such
arrangements, including share option arrangements, should
incentivise performance and be based on quantifiable
factors over which the employee in question can have
influence. Performance-related remuneration should be
subject to an absolute limit.
Fixed compensation
The actual level of annual base salaries (ABS) is based on
market conditions and salary levels related to the actual
position in the country in question. Kitron uses the Hay
tool or similar for determining market levels on an annual
basis. The executive positions are evaluated using the Hay
positioning grading tool or similar.
Pension plans, based on defined contribution plans, are
in place following the practice and regulations in each
country. Other benefits are according to company policy and
regulations in country of residence.
CORPORATE GOVERNANCE
95ANNUAL REPORT 2023
The Board may grant specific purpose bonuses to members
of the senior executive management.
Short term incentive scheme
The STI system has specific targets and defined maximum
pay-outs and is set on annual basis. The possible maximum
pay-out is 85 per cent of annual basic salary. The STI system
is based on performance of Revenue growth, EBIT, Return on
Operating capital (ROOC) and ESG (sustainable energy at the
sites).
Long-term incentive scheme
The LTI system was established in 2013 as an option-based
program with a three-year validity (2013-2016), and in 2015
the Board continued the share option program for executive
management for another three-year period (2016-2019).
In 2018 the Board introduced a new share option program
for executive management comprising up to 5 000
000 shares. The program is divided into four three-year
subprograms, each with an allocation of 1 250 000 options,
where the first program started in 2019, followed by one
program every year until 2023.
The total program corresponds to approximately 3 per cent
of the market capitalization
Separate agreements describing the LTI systems and related
conditions are in place for each senior executive. Maximum
possible share options are defined per individual among
the senior executives. Any possible pay-out will depend on
the Kitron Group share price at the start of the program in
comparison with the share price at the time of the expiry.
A more detailed description is provided in note 19 in the
Consolidated Financial statements.
Kitron reports all forms of remuneration received by the chief
executive and each of the other members of the executive
management.
Details on remuneration to senior executives and board
members for 2023 are provided in the Remuneration Report
available at www.kitron.com
13. Information and communication
Kitron wants to maintain good communication with its
shareholders and other stakeholders. The information
practice is based on openness and will help to ensure
that Kitron’s shareholders and other stakeholders are able
to make a realistic assessment of the company and its
prospects. Guidelines have been established to ensure a
flow of relevant and reliable financial and other information.
The group endeavours to ensure that all shareholders have
access to the same information. Kitron complies with Oslo
Børs’ Code of Practice for IR, dated 1 March 2021.
All information distributed to the shareholders is published
on Kitron’s website (www.kitron.com) at the same time as it
is sent to the shareholders. Furthermore, all announcements
to the market are posted on Kitron’s website following
publication in Oslo Børs’ company disclosure system
www. newsweb.oslobors.no, ticker: KIT. Public, webcast
presentations are held quarterly in connection with the
interim reporting. Kitron presents a financial calendar every
year with dates for important events. Kitron’s guidelines
for reporting of financial and other information as well as
guidelines for the company’s contact with shareholders,
other than through the general meeting, are presented in the
shareholder information section in the annual report.
Kitron operates in accordance with a set of financial targets,
established by the board of directors. These targets govern
the Group’s operations within the financial year. The targets
which Kitron give annual guiding on are:
■ Revenue
■ EBIT
The aim is to communicate the targets for the financial
year in connection with either the fourth quarter, the annual
report, or later as soon as they are approved by the board of
directors.
Kitron emphasises that the target by their very nature
necessarily involves assumptions and uncertainty.
14. Takeovers
There are no defence mechanisms against take- over
bids in the Company’s Articles of Association, nor have
other measures been implemented to specifically hinder
acquisitions of shares in the Company.
The Kitron Board has established guiding principles in
respect of take-over bids.
In a bid situation, the Board and management have an
independent responsibility to help ensure that shareholders
are treated equally, and that the Company’s business
activities are not disrupted unnecessarily. The Board has
a particular responsibility to ensure that shareholders are
given sufficient information and time to form a view of the
offer.
CORPORATE GOVERNANCE
96ANNUAL REPORT 2023
The Board should not hinder or obstruct the possibility of
having take-over bids for the Company’s activities or shares.
The Board should actively seek other offers upon the receipt
of a take-over bid if considered to be in the best common
interest of the Company and its shareholders.
Agreements entered between the Company and the
bidder, or significant terms and conditions thereof, that
are material to the market’s evaluation of the bid shall be
publicly disclosed no later than at the same time as the
announcement that the bid will be made is published.
In the event of a take-over bid for the Company’s shares, the
Board should not exercise mandates or pass any resolutions
with the intention or effect of a disposal of the Company’s
activities, or material parts thereof, or otherwise obstructing
the take-over bid unless this is approved by the general
meeting following announcement of the bid.
The Board and management shall refrain from implementing
any measures intended to protect their personal interests
at the expense of the interests of shareholders following an
intention to make a take- over bid or announcement of a bid.
If an offer is made for the Company’s shares, the Board shall
issue a statement making a recommendation as to whether
shareholders should or should not accept the offer. The
Board’s statement on the offer should make it clear whether
the views expressed are unanimous, and if this is not the
case it should explain the basis on which specific members
of the board have excluded themselves from the Board’s
statement. The statement shall include information as set
out in section 6-16 of the Securities Act.
The Board should arrange for a valuation of the Company
from an independent expert. The valuation should include
an explanation and shall be made public no later than at the
time of the public disclosure of the Board’s statement.
15. Auditor
The Group’s auditor is elected by the General Meeting.
The auditor participates in the meetings of the Audit
Committee, to whom they present the main features of the
plan for the audit. The auditor also conducts a review of the
company’s internal control procedures, including identified
weaknesses and improvement proposals, which are
presented to the Audit Committee.
The auditor always participates in the meeting of the Board
that deals with the annual financial statements.
In this meeting the auditor discusses any changes to the
accounting principles, comments on any material estimated
figures and reports any material matters where there has
been a disagreement between the auditors and the executive
management.
The Board and the auditor will meet at least once a year
without the CEO or any other members of the executive
management present.
The auditor issues a written confirmation to the Board on
compliance with the Statutory Audit Independence and
Objectivity Requirements.
The Board of Kitron has established guidelines in respect
of the use of the auditor by the company’s executive
management for services other than mandatory audit.
The auditor annually provides the board with a summary
of all services that have been undertaken for Kitron for the
accounting year. The fees paid for audit work and fees paid
for other specific assignments are specified in the notes to
the financial statements.
PwC has been the company’s auditor since 2005.
CORPORATE GOVERNANCE
97ANNUAL REPORT 2023
SHAREHOLDER INFORMATION
Kitron ASA (Kitron) has one class of shares. Each share
carries one vote at the company’s general meeting. The
shares are freely transferable pursuant to the company’s
articles of association.
Kitron’s registered share capital on 31 December 2023 was
NOK 19 821 713.40 divided between 198 217 134 shares
with a nominal value of NOK 0.10 each.
In 2018, the Board introduced a new share option
program for executive management comprising up to 5
000 000 shares. The program is divided into four three-
year subprograms, each with an allocation of 1 250 000
options, where the first program started in 2019, followed
by one program every year until 2023. The total program
corresponds to approximately 3 per cent of the market
capitalization.
The share option program entails that executive
management, on certain terms, may be granted a right to
subscribe for shares in Kitron at NOK 0.10 per share after
a vesting period of three years. The number of options that
are vested for each subprogram is linked to the development
of the market capitalization at the Oslo Stock Exchange,
adjusted for dividends and share buy-backs. For each
program to vest fully, the market capitalization adjusted for
dividends and share buy-backs must increase by 50 per cent.
The program starts to vest at an increase of 20 per cent and
will vest linearly between 20 per cent and 50 per cent.
Each subprogram is capped at a 200 per cent increase of
the market capitalization, adjusted for dividends and share
buy-backs. The program has a clawback clause. Each of the
subprograms has a lock-up period of one year and a down-
sale period of two years.
In 2022, subprogram A vested, and 676 664 new shares were
issued to the option holders at a strike price of NOK 0.10
per share. In addition, Kitron converted 493 336 exercised
options under the share incentive program against cash
consideration.
In 2023, subprogram B vested. In total, 1 250 000 options
were exercised. However, the incentive program is capped at
a 200 per cent increase of the market capitalization for the
shares that are issued, adjusted for dividends and possible
share buy-backs. As a result, the number of shares that may
be subscribed has been reduced by 354 085 shares. 526 081
new shares were issued to the option holders at a strike price
of NOK 0.10 per share pursuant to the board authorisation
resolved in Kitron’s general meeting held on 28 April 2023. In
addition, Kitron converted 369 834 exercised options under
the share incentive program against cash consideration. The
cash consideration was utilised to cover the tax cost for the
option holders who will be subject to advance tax deduction
by Kitron after exercise of the options.
Shareholder information
25.00
30.00
35.00
40.00
45.00
50.00
Share price Kitron vs Oslo Stock Exchange - 2023
Ki tr on OSEBX
98ANNUAL REPORT 2023
SHAREHOLDER INFORMATION
Per 31 December 2023, 2 500 000 options have been
allocated to the executive management.
Stock market listing
The company’s shares are listed on the Oslo Stock Exchange
(ticker code: KIT) in the OB “Match” liquidity segment, and
Kitron is since 1 December 2016 part of the Benchmark Index
(OSEBX).
During 2023, the share price moved from NOK 28.05 to NOK
33.50, an increase of 19.4 per cent. In addition, in 2023, the
company paid an ordinary dividend of NOK 0.50 per share.
The Oslo Børs Main Index decreased by 10 per cent during
the same period.
The share price has varied between NOK 25.35 and
NOK 46.80. At the end of 2023, the company’s market
capitalisation was NOK 6 640.3 million. A total of 130.8
million shares were traded during the year, corresponding to
a turnover rate of 66.1 per cent.
Shareholder structure
At the end of 2023, Kitron had 10 558 shareholders,
compared with 9 026 shareholders at the end of 2022. At the
end of the year, the foreign shareholding amounted to 23.1
per cent compared with 27.4 per cent at the end of 2022.
At the balance sheet date, Folketrygdfondet was the largest
shareholder, holding 8.0 per cent of the Kitron shares,
followed by Verdipapirfond Odin Norge with 7.36 per cent
and Vevlen Gård AS with 5.30 per cent. Liquidity of the share
was 100 per cent. The 20 largest shareholders held a total
of 53.31 per cent of the company’s shares at the end of the
year.
Mandates
Authorization to the board to issue shares
The ordinary general meeting of 28 April 2023 authorized the
board of directors of Kitron ASA to increase the share capital
in accordance with the Norwegian Public Limited Liability
Companies Act section 10-14 on the following conditions:
Authorization to strengthen equity and incentive
schemes
The share capital may, in one or more rounds, in total
be increased by up to NOK 1,976,910.53. The Board of
Directors may not use the authorization if the total increase
of the share capital approved by the Board of Directors in
accordance with this authorization, together with the use
of other authorizations to issue shares, in the period for the
authorization, exceeds NOK 3,953,821.06. The authorization
shall be valid until the Annual General Meeting in 2024,
but no later than 30 June 2024. The shareholders’ pre-
emptive rights according to the Norwegian Public Limited
Liability Companies Act section 10-4 may be set aside.
The authorization is not intended for use to facilitate or
obstruct the success of a take-over bid where Kitron is the
target company. The authorization encompasses share
capital increase by contribution in any kind and the right
to incur Kitron ASA with special obligations according to
the Norwegian Public Limited Liability Companies Act
section 10-2. The authorization encompasses resolutions
on mergers according to the Norwegian Public Limited
Liability Companies Act section 13-5. The authorization is
limited to encompass capital requirements or issuance of
consideration shares in relation to strengthening of Kitron
ASA’s equity, joint ventures or joint business operations,
remuneration to members of the Board of Directors of Kitron
ASA, incentive schemes, and acquisition of property and
business within Kitron ASA’s purpose. The Board of Directors
is authorized to decide other terms and conditions of the
subscription and is authorized to amend the articles of
association as implied by the use of this authorization. This
authorization replaces any previously granted authorizations
for the Board of Directors to increase the share capital. The
authorization was used by the board in 2023 to increase the
share capital by NOK 52 608,10 to NOK 19 821 713,40.
Strategic authorization
The share capital may, in one or more rounds, in total
be increased by up to NOK 3,953,821.06. The Board of
Directors may not use the authorization if the total increase
of the share capital approved by the Board of Directors in
accordance with this authorization, together with the use
of other authorizations to issue shares, in the period for the
authorization, exceeds NOK 3,953,821.06. The authorization
shall be valid until the Annual General Meeting in 2024,
but no later than 30 June 2024. The shareholders’ pre-
emptive rights according to the Norwegian Public Limited
Liability Companies Act section 10-4 may be set aside.
The authorization is not intended for use to facilitate or
obstruct the success of a take-over bid where Kitron is the
target company. The authorization encompasses share
capital increase by contribution in any kind and the right to
incur Kitron ASA with special obligations according to the
Norwegian Public Limited Liability Companies Act section
10-2. The authorization encompasses resolutions on
mergers according to the Norwegian Public Limited Liability
Companies Act section 13-5. The authorization is limited to
include strengthening of Kitron ASA’s equity and issuing of
consideration shares in connection with acquisition of other
companies or enterprises within Kitron ASA’s purpose. The
Board of Directors is authorized to decide other terms and
conditions of the subscription and is authorized to amend
the articles of association as implied by the use of this
authorization. This authorisation was not used by the board
in 2023.
99ANNUAL REPORT 2023
Authorization to the board to buy own shares
The ordinary general meeting on 28 April 2023 authorized
the board of directors of Kitron ASA to acquire Kitron ASA’s
own shares, for the purpose of ownership or charge, in
accordance with the Norwegian Public Limited Liability
Companies Act sections 9-4 and 9-5 on the following
conditions:
The Board of Directors may acquire shares in Kitron ASA, on
one or several occasions, provided that the total combined
nominal value of the acquired shares after the acquisition
must not exceed ten per cent of the share capital, i.e. up to a
total nominal value of NOK 1,976,910.53. The authorization
also includes contract liens in the shares of Kitron ASA. The
authorization is not intended for use to facilitate or obstruct
the success of a take-over bid where Kitron is the target
company. Under this authorization the Board of Directors
may pay a minimum NOK 1 per share and a maximum of
the prevailing market price per share on the day the offer
is made, provided, however, that the maximum amount
does not exceed NOK 100 per share. Any and all previous
authorizations given to the Board of Directors to acquire
own shares shall be, and hereby are, withdrawn with effect
from the date this authorization is registered with the
Norwegian Register of Business Enterprises. Shares acquired
according to the authorization shall either be cancelled,
used as remuneration to the members of the Board of
Directors of Kitron ASA, used in incentive schemes or be
used as consideration in connection with acquisition of other
companies or businesses, joint ventures or joint business
operations, and acquisition of property and business within
Kitron ASA’s purpose. This authorization shall be valid until
the 2024 annual general meeting, but not longer than 30
June 2024. The authority was used in 2023 to buy back 19
515 own shares. The shares acquired were used as part of
the remuneration to the board members for the period from
and including May 2023, and to and including April 2024, as
resolved by the annual general meeting on 28 April 2023.
Dividend policy
Kitron’s dividend policy is to pay out an annual dividend of
20 per cent to 60 per cent of the company’s consolidated
net profit before non-recurring items. When deciding on
the annual dividend the company will take into account
company’s financial position, investment plans as well as the
needed financial flexibility to provide for sustainable growth.
Information and investor relations
Kitron wishes to maintain open communications with its
shareholders and other stakeholders. Shareholders and
stakeholders are kept informed by announcements to the
Oslo Børs and press releases. Kitron’s website www.kitron.
com provides information on Kitron’s business and financial
situation. Interim financial statements are presented at
meetings open to the general public and are available as
webcasts at www.kitron.com.
Kitron reports all manufacturing orders exceeding NOK 20
million. The group also reports smaller orders if these are of
strategic importance or significant in any other way.
The corporate management is responsible for
communication activities and investor relations, and also
facilitates direct contact with the chairman of the board and
other board members.
100ANNUAL REPORT 2023
KITRON IN BRIEF
Kitron is a Scandinavian Electronics Manufacturing Services company. The company has manufacturing
facilities in Norway, Sweden, Denmark, Lithuania, Poland, the Czech Republic, India, China, Malaysia and
the US and has about 3 000 employees. Kitron manufactures both electronics that are embedded in the
customers’ own product, as well as box-built electronic products. Kitron also provides high-level assembly
(HLA) of complex electromechanical products for its customers.
Kitron offers all parts of the value chain: From design via industrialisation, manufacturing and logistics, to
repairs. The electronics content may be based on conventional printed circuit boards or ceramic substrates.
Kitron also provides various related services such as cable harness manufacturing and components
analysis, and resilience testing, and source any other part of the customer’s product. Customers typically
serve international markets and provide equipment or systems for professional or industrial use.
Kitron ASA, Olav Brunborgs vei 4, P.O. BOX 97, NO-1375 Billingstad, Norway
101ANNUAL REPORT 2023
KITRON IN BRIEF
Sustainability
report 2023
Norway
Sweden
Denmark
USA
Germany
Lithuania
Poland
Czech Republic
China
Malaysia
India
102ANNUAL REPORT 2023
SUSTAINABILITY REPORT
103ANNUAL REPORT 2023
SUSTAINABILITY REPORT
Message from our CEO 106
About this report 108
Our sustainability ambition 110
UN Sustainable Development Goals 111
Reporting on material topics 114
Content
104ANNUAL REPORT 2023
SUSTAINABILITY REPORT
Message from our CEO
Peter Nilsson
CEO of Kitron ASA
105ANNUAL REPORT 2023
SUSTAINABILITY REPORT
As a leading electronics manufacturing services company
with operations in 11 countries, Kitron is mindful of our direct
and indirect economic, social and environmental impact on
our surroundings and stakeholders.
This report outlines Kitron’s sustainability work, which
is based on the Kitron Ethical Code of Conduct, Kitron
Suppliers Code of Conduct and Kitron Anti-Corruption
Policy. The report is prepared in accordance with the Oslo
Stock Exchange Guidelines for Sustainability Reporting
and Euronext Guidelines to issuers for ESG reporting. We
are a UN Global Compact Signatory and support the UN
Sustainable Development Goals.
In this report, which is also our annual Communication on
Progress, we describe our actions to continually improve
the integration of the Global Compact and its principles into
our business strategy, culture and daily operations. We also
commit to sharing this information with our stakeholders
using our primary channels of communication.
We are committed to making the UN Global Compact and
its principles part of the strategy, culture and day-to-day
operations of our company and to engaging in collaborative
projects which advance the broader development goals
of the United Nations, particularly these Sustainable
Development Goals:
■ 5 Gender Equality and women’s empowerment
■ 9 Build resilient infrastructure, promote sustainable
industrialization and foster innovation
■ 12 Responsible consumption and production
■ 13 Climate change
We also strive to engage on sustainability topics beyond
our direct value chain. Kitron supports the Ten Principles of
the United Nations Global Compact in the areas of Human
Rights, Labour, Environment and Anti-Corruption.
The company has set long-term goals and ambitions for its
sustainability work, with clearly defined milestones for the
short, medium and long-term work on environmental, social
and governance topics.
Improving data quality and implementing digitalized
reporting on KPIs for our internal work is also of continued
importance. Kitron has established an internal scorecard for
all our locations, reporting quarterly on KPI progress.
The acquisition of BB Electronics in January 2022 impacted
the progress on some sustainability KPIs. During 2023,
BB Electronics was more fully integrated into the Kitron
organization and will be aligned with Kitron’s sustainability
ambitions. These measures are increasingly taking effect.
Kitron has been monitoring the latest developments in the
EU Taxonomy and has analysed the group’s activities in light
of the Taxonomy criteria. Kitron is also preparing for the
EU’s Corporate Sustainability Reporting Directive (CSRD),
which will apply to Kitron and influence the company’s
sustainability reporting in the coming years.
At Kitron, we believe that running a sustainable business is
key to long-term success, and we hope this report illustrates
our efforts and commitments in this area.
Peter Nilsson
CEO of Kitron ASA
106ANNUAL REPORT 2023
About this report
For information about this report and its content, please
contact Kitron ASA CFO Cathrin Nylander.
This report is prepared for Kitron ASA in accordance with
The Oslo Stock Exchange Guidelines for Sustainability
Reporting and Euronext Guidelines to issuers for ESG
reporting from 2023.
The Sustainability report has been reviewed and approved by
the Board. The claims and data in this report have not been
audited by a third-party.
About Kitron ASA
Kitron is a leading Scandinavian Electronics Manufacturing
Services (EMS) company with operations in Norway,
Sweden, Denmark, Lithuania, Germany, Poland, the Czech
Republic, India, China, Malaysia, and the USA.
Kitron manufactures and delivers anything from fully
assembled electronic circuit boards to complete end
products for customers globally.
Related technical services like prototyping, industrialization,
material analysing, and test development are also key
competencies offered by Kitron. In addition, Kitron is
currently developing expertise in Automotive Electronics with
a special focus on Autonomous Technologies.
Kitron is an ASA company listed on the Oslo Stock Exchange
(ticker: KIT).
Economic impact and tax information
Kitron creates value in countries in which we operate,
directly through the payment of direct and indirect taxes, the
payment of dividends to owners and wages to employees,
and indirectly by buying goods and services from suppliers.
Kitron impacts a large number of stakeholders, many of
them directly or indirectly involved in Kitron’s value creation.
Below is an overview of the values Kitron creates and the
main stakeholders.
Payroll and social security expenses
In 2023, labour costs amounted to EUR 122.4 million (108.0
million) Payroll and social security expenses accounted for
15.8 (16.8) per cent of sales revenue.
Procurement of goods and services
Kitron purchased goods and services valued at roughly EUR
565.5. million (472.1. million) in 2023.
SUSTAINABILITY REPORT
107ANNUAL REPORT 2023
KITRON IN BRIEF
Figure 2: Revenue in EUR million, per market sector 2023
Connectivity
140
Electrification
245
Industry
211
Medical
devices
67
Defence/Aerospace
112
Tax
The Group’s tax expenses for 2023 were EUR 13.7 million
(EUR 10.3.) million.
NOK million 2021 2022 2023
Norway 1.0 -0.5 2.4
Sweden 1.1 1.3 1.7
Denmark 0.0 2.1 1.2
Lithuania 1.3 1.6 2.6
Poland 0.0 -0.2 0.3
Czech 0.0 0.6 1.1
China 1.7 4.0 4.3
US -1.5 0.8 0.1
Other 1.4 0.5 0.0
Tax expense 5.1 10.3 13.7
Table 1: Tax expense by country
Sectors served
Kitron’s core areas of expertise years are divided into in the
sectors Connectivity, Electrification, Industry, Medical devices,
Defence/Aerospace.
Revenue
EUR million
108ANNUAL REPORT 2023
Our sustainability ambition
We believe responsible and sustainable business is the
future and provides added value for our customers. The
foundation of our work for sustainability and corporate
responsibility is enshrined in our Ethical Code of Conduct
It obliges us to not only look after the well-being of
our employees, stakeholders, suppliers, and business
partners but also reduce the impact of our business on
the environment and the societies around us. Our focus
areas are based on stakeholder dialogue and materiality
assessment, to ensure we put our effort where it makes a
difference for our stakeholders and our business impact.
Therefore, we are proud to be a UN Global Compact
Signatory and support the UN Sustainable Development
Goals.
This report covers topics related to corporate responsibility
and sustainability that are of importance to Kitron and
Kitron stakeholders. Our approach to sustainability reporting
is based on the materiality assessment undertaken in
2017 according to the Oslo Stock Exchange Guidelines
on Sustainability Reporting. It is the cornerstone of our
sustainability efforts, allowing us to create an impactful
climate action. Kitron shall comply with applicable laws
and regulations, respect human rights and act in a socially
responsible manner. Our business activities and internal
operations are conducted with a high level of integrity and
with a clear ambition to be a socially responsible company
acting ethically and lawfully in all aspects of our value chain.
Quality standards
Thanks to our long history of satisfying a world of
demanding customers, we take pride in delivering the
quality best suited for the customer’s needs. Our quality
management includes effective systems, documented
improvement programs and risk management tools. Since
the early 60’s Kitron has lived by a simple philosophy: If our
customers succeed, we succeed.
That is why our sites are certified according to the following
internationally agreed quality management standards:
■ ISO 9001
■ ISO 13485
■ ISO 14001
■ ISO 45001
■ ISO/TS 22163
■ IATF 16949 (automotive standard)
■ EN9100:2018 (Technically equivalent to AS9100D and
JISQ 9100:2016)
■ 21 CFR 820 Quality System Regulation
■ AQAP 2110 Edition D Version 1
Mine Refineries
& Smelters
Traders &
exchanges
Component
manufacturing
System
assembly
End-user
Product
end-of-life
Kitron’s supply chain
Figure 3: Kitron’s supply chain
SUSTAINABILITY REPORT
109ANNUAL REPORT 2023
UN Sustainable Development Goals
Sustainability is anchored in the core of our business. That is
why Kitron supports the UN Sustainable Development Goals
- an urgent call for action by all countries, businesses and
communities to unite and end poverty and inequality. The
UN has defined 17 Sustainable Development Goals the world
should resolve by 2030. Several of these goals can only be
achieved by acting on responsible supply chain practices
and ethical business initiatives.
The UN Sustainable Development Goals are an urgent call
for action by all countries - developed and developing - in a
global partnership. They recognize that ending poverty and
other deprivations must go hand-in-hand with strategies
that improve health and education, reduce inequality, and
spur economic growth – all while tackling climate change
and working to preserve our oceans and forests. The UN
Sustainable Development Goals have become a global
framework for sustainability efforts, and an important part of
the sustainability context for Kitron.
For us, it shows how our complex global value chain is
affected by and affects these global challenges. We have
identified which of the 17 goals are most relevant to Kitron,
where we can make a difference towards achieving the goal
and how they are linked to our material topics. By supporting
the UN SDGs, we hope we can contribute to improving the
societies we all live in.
Our main contributions are focused on the following goals.
■ 5 Gender Equality and women’s empowerment
■ 9 Build resilient infrastructure, promote sustainable
industrialization and foster innovation
■ 12 Responsible consumption and production
■ 13 Climate change
EU’s Taxonomy for sustainable activities
The EU taxonomy is a classification system, establishing
a list of environmentally sustainable economic activities.
It could play an important role help the EU scale up
sustainable investment and implement the European green
deal. The EU taxonomy would provide companies, investors
and policymakers with appropriate definitions for which
economic activities can be considered environmentally
sustainable.
A sustainable activity is defined as one that substantially
contributes to at least one of a defined set of six
environmental objectives, does not significantly harm any of
the other objectives, while at the same time complies with
social safeguards.
Kitron has been monitoring the process and analysed the
group’s activities in light of the Taxonomy criteria.
As Kitron manufactures products for customers within
several industries, there will be a mix of some revenue being
aligned with the Taxonomy criteria and some not being
aligned.
Therefore, the % eligible and % aligned might vary based on
the mix of products sold. The assessment for 2023 indicates
that 30.0 per cent of revenues in 2023 were aligned. This
percentage is up from 2022, when it was 20.9 per cent.
See appendix to the Sustainability report for the Taxonomy
schedules.
Corporate Governance
Kitron shall comply with applicable laws and regulations,
respect human rights and act in a socially responsible
manner. Kitron’s business activities and internal operations
are conducted with a high level of integrity and with a clear
ambition to be a responsible company acting ethically and
lawfully in all aspects of our value chain. Kitron’s corporate
governance structure shall ensure a systematic approach to
sustainability and corporate responsibility. Kitron presents a
separate Corporate Governance report in the Annual report.
Below is a short summary.
Management approach
Kitron’s general system of governance is linked to the
Norwegian Code of Practice for Corporate Governance
(NUES).
Annual General Meeting (AGM)
The Annual General Meeting (AGM) is the Kitron Group’s
supreme governing body and where the shareholders can
influence how sustainability is practiced.
SUSTAINABILITY REPORT
110ANNUAL REPORT 2023
The Board of Directors
The Group Board of Directors bears the ultimate
responsibility for Kitron’s Sustainability and the report on
Sustainability is discussed and approved by the Board.
Corporate Executive Management
Corporate Executive Management bears the responsibility
for the Group’s strategy, development and day- to-day work.
This means Corporate Executive Management is responsible
for compliance with legislation and regulations and our
Ethical Code of Conduct, as well as for the implementation
of appropriate and effective initiatives to ensure that we
reach our goals.
The Sites
The business areas are responsible for follow up and
compliance with policy, strategy, targets and governance
documents related to sustainability. The day-to-day
work with corporate responsibility and environmental
management is usually handled by the sites with support
from the Corporate Executive Management.
Ethics Committee
Kitron Ethics Committee’s mandate is to review and
suggest updates of guidelines, decide and/ or advise in
ethical dilemmas, conduct risk analysis and implement
relevant actions and make periodical reviews. The Ethics
Committee consists of members of the Corporate Executive
Management and Corporate Staff.
Kitron’s Stakeholders
Owners
Kitron’s owners are primary stakeholders and directly affect
the company’s priorities and strategic direction.
Employees
Kitron employees are directly affected by Kitron’s internal
policies and activities.
Suppliers
Kitron’s suppliers are economically affected by the company,
and their responsibility is indirectly affected by Kitron’s focus
on responsible practices and the expectations placed on
them by Kitron.
Customers
Kitron’s customers directly affect the company
economically, and customer expectations influence Kitron’s
sustainability priorities.
Civil Society
Civil society, like governments and regulatory authorities
affect Kitron and its operating conditions directly and
indirectly. Local communities are indirectly socially,
environmentally and economically affected by Kitron’s
activities such as job creation, contribution to local value
creation and environmental impacts.
See appendix 1 for complete list of stakeholders and arenas
for dialogue.
Employees Investors
Customers Authorities
Suppliers Civil-society
Figure 4: Kitron’s stakeholders
SUSTAINABILITY REPORT
111ANNUAL REPORT 2023
Figure 5: Materiality assesment, Kitron’s business impact
Kitron’s business impact
Importance to stakeholders
Stakeholder Dialogue
To ensure a strategic approach to sustainability reporting
and to adhere to the intent of the Euronext Guidelines to
issuers for ESG reporting, Kitron has undertaken systematic
stakeholder dialogue in 2017 and keeps an ongoing dialogue
with key stakeholder groups.
Kitron’s ongoing conversation with its most relevant
stakeholders strengthens its relationship with the society
in which it operates. The stakeholder dialogue also benefits
the company by allowing Kitron to detect, investigate and
manage potential risks arising in its immediate surroundings.
In 2017 Kitron invited key stakeholders to give their views
on the key sustainability issues and how they perceive
Kitron and its relevant sustainability topics. This was done
by interviews, electronic surveys, and direct contact with
employees, customers and suppliers. The findings from
the stakeholder dialogue were gathered and structured for
discussion in Kitron’s Sustainability task force and used as
groundwork for the materiality assessment.
The stakeholder dialogue is both a means and an end, as
ongoing systematic stakeholder dialogue is a key objective in
the Euronext Guidelines to issuers for ESG reporting and GRI
Standards.
The findings from the stakeholder dialogue will be
continuously incorporated into the sustainability strategy
and will guide Kitron’s priorities in the materiality
assessment.
The materiality assessment
Sustainability begins in the everyday work we do, adding
value to the impact we have on our surroundings. This
impact comes with great responsibility and requires that
Kitron is in ongoing dialogue with our stakeholders and
constantly strives to deliver quality products while adhering
to the highest possible ethical standard.
As a result, The materiality assessment was established
in 2017 by the internal task force on sustainability based
on the stakeholder dialogue and information gathering
about where we have the most impact on the environment
and the societies in which we operate. The main goal of
the materiality assessment is to establish key reporting
topics for Kitron, reflecting the key risks and opportunities
created by Kitron’s business activities. Further, these topics
are included in the Kitron Sustainability report, describing
how the most important topics are included in general risk
management and strategy process and the measures Kitron
is taking to reduce risks associated with material issues and
how these are integrated into operational management and
corporate governance.
The materiality assessment concluded the following 4 core
areas and 6 materials topics for Kitron to report on:
■ Business ethics
■ Ethics and anti-corruption
■ Labour and human rights
■ Workers’ rights, diversity and non-discrimination
■ HSE, safety and security
■ Environment and climate
■ Responsible value chain
■ Supply chain and quality
■ Human rights and conflict minerals
Waste &
pollution
prevention
Local value
creation
Job creation
Taxes
Human rights
Diversity and
discrimination
Ethics
Anti-corruption
Worker’s rights
Cyber and
information
security
Quality
HSSE
Conflict
minerals
Material topics for Kitron ASA
Energy use
Chemical use
Hazardous substances
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Reporting on material topics
Our priorities and progress
Figure 6: Sustainability Road Map – 2030
Business ethics
■ Strengthen sustainability governance
■ Strengthen corruption and bribery prevention
■ Continue increasing security level/Cybersecurity Maturity Model Certification
Labour and human rights
■ Work actively to increase diversity at all levels - gender balance is a strength
■ Standardization of health & safety process in all sites
■ Continue the deployment of Eletive program
Environment and climate
■ Action plan for WBCSD Pledge (WASH)
■ Increase EcoVadis score by 20% - going from SILVER to GOLD
■ Proven responsibility - ISO 14000 environmental certifications.
■ Moving forward from 82% to 100% of green energy
■ Contribution towards the UN Sustainable Development goals and UN Global Compact initiative
Responsible value chain
■ Supplier risk management
■ Scope 1&2 CO2 reporting from suppliers
■ Sustainable supplier management
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Business ethics
We continuously strive to be an ethical and responsible company. Our Ethical
Code of Conduct presents Kitron’s obligation and commitment to ethical business
practices and describes the standards and requirements which Kitron employees
must adhere to in their work.
The Ethical Code of Conduct provides a framework to ensure that Kitron complies
with relevant local and international legislation, acts in accordance with internal
policies and the company’s values and supports the UN’s initiatives on human
rights, children rights and labour conventions.
The Ethical Code of Conduct is complemented by the Kitron Anti-Corruption Policy,
which details and explains Kitron’s requirements for proper business conduct in
relation to anti-corruption. Kitron has also developed a separate Supplier Code of
Conduct that applies to Kitron’s suppliers.
Kitron has also developed a separate Supplier Code of Conduct that applies to
Kitron’s suppliers.
The challenge + relevant SDG
Ambition
Long-term targets (2030)
Zero incidents of corruption
Key KPIs monitored
■ Corporate governance
■ Corruption and bribery prevention
■ Information security
Results 2023
■ Annual Ethics and corruption awareness training was assigned to 1400.
■ 88,2% of employees who were assigned the training have completed and
passed.
Targets 2024
■ 100% of employees shall be assigned during 2-year period.
■ 90% shall complete and pass.
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Business ethics and corruption prevention
Kitron opposes any form for corruption and strives to prevent
corruption in and as a result of Kitron’s business activities.
Kitron Ethical Code of Conduct clearly expresses Kitron’s
obligation and commitment to ethical business practices
authorities.
Ethical Code of Conduct
Ethical Code of Conduct is essential for a sustainable
business, and we treat ethics as an integral part of our
activities. The Kitron Ethical Code of Conduct presents
Kitron’s obligation and commitment to ethical business
practices and describes the standards and requirements
that Kitron employees must adhere to in their work. The
current version of the was revised and approved by the
Board of Directors and published on December 21st, 2018.
The Code applies to all Kitron board members, elected
officers, permanent and temporary employees, hired staff,
consultants and agents acting in or on behalf of Kitron.
The Code also applies to all contractors, sub-contractors,
suppliers and sub-suppliers. It includes all companies in the
Kitron Group.
Our work on anti-corruption
Kitron is directly affected by corruption risk in our operations
and indirectly affected by corruption risk through business
relationships and our supply chain. Kitron has operations in
industries and countries that are particularly susceptible to
the risk of corruption. Kitron also does business in countries
known for having problems associated with human rights,
child labour and environmental pollution.
We are aware that this presents challenges regarding our
sustainability, and that it can subject us to substantial
financial risk. To deal with our sustainability and minimize
our financial risk, we work systematically on Ethics and
Anti-corruption. Kitron Ethical Code of Conduct describes
several areas of importance for preventing corruption.
Kitron’s Anti-Corruption Policy clearly describes Kitron’s
work on anti-corruption, including risk analysis, monitoring,
responsibilities, follow-up and training.
Kitron is aware that suppliers, customers and other relevant
business partners, such as acquisition targets or agents
might expose Kitron to corruption risks. To reduce the risks,
Kitron has introduced routines for a risk-based evaluation
before entering such relationships. The Kitron Suppliers Code
of Conduct also defines Kitron’s expectations regarding the
suppliers’ anti-corruption activities. Kitron also has in- house
rules for gifts and representation as well as sponsorships. All
of this must be recognized as a basic requirement for doing
business with Kitron.
Kitron is aware that suppliers, customers and other relevant
business partners, such as acquisition targets or agents
might expose Kitron to corruption risks. To reduce the risks,
Kitron has introduced routines for a risk-based evaluation
before entering such relationships. The Kitron Suppliers Code
of Conduct also defines Kitron’s expectations regarding the
suppliers’ anti-corruption activities. Kitron also has in- house
rules for gifts and representation as well as sponsorships. All
of this must be recognized as a basic requirement for doing
business with Kitron.
Share of suppliers
per risk category
2021 2022 2023
Very low risk 34.00 % 29.40 % 30.50 %
Low risk 24.42 % 28.50 % 26.30 %
Moderate risk 41.56 % 42.10 % 43.10 %
Increased risk 0.02 % 0.04 % 0.07 %
Table 7: Supplier risk assessment results per risk category
Risk assessment
Kitron operates in countries and in lines of business that
are susceptible to corruption, and Kitron is also indirectly
subject to corruption risk and bribery risks through business
relationships. To reduce risk, Kitron does not use agents
or market representatives, as it constitutes a high risk for
corruption.
Every year, Kitron conducts a Corruption and Risk of Bribery
assessment on its existing suppliers. Active inventory
suppliers and non-inventory suppliers are screened for
corruption and bribery risk. Moreover, all new suppliers
are screened for corruption and bribery risk as part of the
onboarding process.
Ethics training
We aim to ensure that our employees develop along with
the development of our business. All Kitron personnel are
required to attend periodic training in the Kitron Ethical
Code of Conduct to ensure that Kitron’s ethical values are
understood and implemented at all levels. In Kitron, the
Ethical Code of Conduct is available as an online training in 6
different languages.
Ethics Committee
Kitron has set up an Ethics Committee whose objective
is to ensure that Kitron maintains a high-level focus on
issues related to ethics and anti-corruption and a common
understanding and practice regarding how to best address
and follow-up on these issues.
.
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Firstly, the Committee oversees the policy document
itself and reviews or updates of the Kitron Ethical Code of
Conduct. Secondly, the committee is an advisory board
related to ethical dilemmas or questions from managers and
employees in the group on difficult borderline issues. It is
also in the main scope of the committee to perform regular
ethical audits mainly related to anti-corruption.
The Ethics Committee meets as needed but at least three
times a year. The Head of the Ethics Committee reports to
CEO who in turn reports to the board of Kitron ASA. The
Chairman of the Ethics Committee has a direct reporting line
to the Audit Committee of the Board.
Reporting irregularities
Kitron’s goal is that illegal, unethical, or other misconduct
and breach of EU law as described in Directive (EU)
2019/1937, known as the “Whistleblower Directive”, should
not occur. If they do, they must be handled properly in
accordance with the directive, supplemented by local law.
Examples of concerns related to Kitron’s business practices
that may be reported include allegations such as:
■ Violations of Kitron’s Ethical Code of Conduct
■ Violation of corruption laws
■ Insider trading
■ Conflict of interest
■ Sexual harassment or other forms of harassment or
discrimination
■ Threats against life and health, e.g., safety deficiencies at
the workplace, violence and exposure or interaction with
dangerous materials etc.
Kitron staff have the right and duty to report any criminal
acts, harassment, discrimination or circumstances where life
or health might be in danger. As a main rule, a report shall be
made to the immediate superior. Environmental/workplace
safety related matters can be reported to HSE Manager
or the Company Health Service, Financial matters can be
reported to the Finance Manager.
Kitron also has its own contact persons for internal reports
which for all Kitron sites are the Managing Director, the
HR Manager and the (main) employee representative (if
applicable) for the site (jointly referred to as the “Local
Reporting Contacts”).
Number of cases 2021 2022 2023
Reported 0 1 2
Sanctioned 0 0 0
Table 8: Number of reported potential corruption cases and number of
sanctioned cases
If the worker does not obtain any appropriate response or
reaction or does not feel comfortable reporting the matter to
the immediate superior or persons as set above, the worker
can choose management, the worker may report to the
Chairman of the Audit Committee for Kitron ASA.
Kitron has a safe system, for reporting in a manner that
ensures the confidentiality of the reporting person and any
other party mentioned in the report. Reports can be made
anonymous, or workers can safely use their own identity.
Employees who report in good faith shall be protected
against any adverse treatment (retaliation).
At the end of 2023 the Ethics Committee received two
whistleblowing cases, currently under review. Kitron is not
and has not been in any legal proceedings related to business
ethics in 2023.
Information and cyber security
Information security
Kitron employees have a duty of confidentiality in respect
to all business matters and situations that could give
unauthorized people access to confidential information. All
information not made public is to be considered confidential.
Kitron has set up an organizational structure to handle the
tasks required by the GDPR. The structure is described in
the Personal Data Protection Policy for Kitron and consist
of a Personal Data Protection Committee, a Corporate Data
Protection Representative in addition to local Data Protection
Representatives in all European countries.
Cyber security
Kitron has clear requirements for cyber security
commitments. The company is NIST 800-171 and
CyberSecurity Maturity Model Certification (CMMC)
compliant.
The standards require several cyber security controls,
procedures and processes as well as physical protection.
Procedures includes intrusion tests, cyber security attack
simulation exercises, IT risk analysis to name a few. The
company has an IT charter and IT risks are presented
annually to the management.
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At Kitron, we want the working environment to be characterized by openness,
communication and respect for the individual.
Labour and
human rights
The challenge + relevant SDG
Ambition
The working environment in Kitron is characterized by openness, communication,
and respect for the individual. Diversity, and a balanced work force in terms of
gender, is recognized as strength and an advantage.
Long-term targets (2030) ■ Zero accidents
■ 50% women managers
■ > Net Promoter score >80%.
Key KPIs monitored
■ Gender equality
■ Worker’s rights, diversity and non- discrimination
■ HSE, safety and security
Results 2023
■ 54% of employees are women, 53% last year.
■ 38% of management level employees are women, 38% last year.
■ Increased number of lost time injuries
■ Employee turnover has varying outcome
■ Increased availability of trainings in Kitron academy
Targets 2024
■ Net Promoter score >70%
■ 40% women managers
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Workers’ rights, diversity and non-discrimination
Diversity and a balanced work force in terms of gender, is recognized as a strength and an advantage. Fair employment practices
following local norms, laws and collective bargaining agreements is the basic standard in all Kitron entities.
Health and safety in the working environment are very important to Kitron and is to be ensured to provide for each employee.
Kitron opposes discrimination in any form, e.g., due to race, nationality, gender, sexual orientation or religion. Kitron also opposes
any form of trafficking and purchase of sexual services. No form of discrimination, harassment or bullying is tolerated. We are
here to offer a working environment where it is possible to combine work, career, family life and spare time.
2023 % Women % female managers
Norway 44 % 67 %
Sweden 60 % 18 %
Denmark 39 % 30 %
Lithuania 65 % 43 %
Poland 55 % 29 %
Czech 58 % 29 %
China 56 % 35 %
US 33 % 9 %
Total 54 % 38 %
Table 9: Share of women and female managers
2022 2023
Average pay direct
women % of men
Average pay indirect
women % of men
Average pay direct
women % of men
Average pay indirect
women % of men
Norway 86 % 85 % 89 % 92 %
Sweden 99 % 71 % 100 % 76 %
Denmark 97 % 85 % 106 % 77 %
Lithuania 79 % 82 % 80 % 83 %
Poland 105 % 81 % 102 % 68 %
Czech 82 % 58 % 82 % 63 %
China 99 % 71 % 91 % 74 %
US 89 % 73 % 78 % 67 %
Average pay total 72.8 % 71.9 %
Table 10: Women’s percentage of men’s pay
The indirect workforce includes roles with significant differences in responsibility and pay. The pay only depends on roles and
responsibilities, not gender. We aim for an improved gender distribution across the positions and countries.
The Ethics Committee has received two concerns regarding working environment. Investigations are currently being conducted.
In 2023, Kitron decided to implement the Employee survey tool from Eletive. The first survey using Eletive will be done in
2024. Employee surveys are an important part of developing the Kitron culture and working environment. Annually, results are
analysed, and action plans developed and implemented and the the foundation for the continuous improvement of our working
environment.
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2022 2023
Organisation Men Women Total Men Women Total
Number of permanent employees 207 151 358 228 174 402
Temporarily hired 6 1 7 36 13 49
Part time employees 1 15 16 0 10 10
Newly hired
Total number of newly hired employees in 2020 21 16 37 72 55 127
Employee turnover
Number of employees who have left the company 6 1 7 22 8 30
Parental leave
Number of employees on parental leave 9 2 11 6 2 8
Table 12: Part-time employees, turnover, and parental leave
2022 2023
Men Women Men Women
Organisation total 209 158 268 192
Board of Directors 5 4 4 5
Executive level management 3 1 2 1
Non-executive level management 18 2 12 3
Table 13: Breakdown of employees and board members by gender
2022 2023
Under 30 30-49 50+ Under 30 30-49 50+
Organisation
total
50 127 190 91 151 218
Board of
Directors
0 1 8 0 1 8
Executive level
management
0 1 3 0 1 2
Non-
executive level
management
0 7 13 0 4 11
Table 14: Breakdown of employees and board members by age
Based on the Norwegian Activity Duty for employers (Aktivitets- og redegjørelsesplikten, ARP), the company is reporting the
following employee data:
Location
No. of employees
2022
Payroll (NOK million)
2022
No. of employees
2023
Payroll (NOK million)
2023
Norway 367 30.4 460 33.4
Women 43 % 42 %
Men 57 % 58 %
Table 11: Permanent employees by gender, and payroll
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2023
Total Women
Average
pay women
Average
pay total Difference Difference %
Production employees 288.0 150.0 39.8 39.2 1 1.48 %
Technicians, training officers 27.0 4.0 53.9 52.0 2 3.50 %
Purchasers, planners, IT employees, controllers,
accounting and payroll and personnel 33.0 19.0 57.1 59.9 -3 -4.64 %
Engineers and quality managers 48.0 6.0 60.2 56.9 3 5.88 %
Senior engineers and project leaders 30.0 2.0 69.4 68.8 1 0.78 %
Key Account Managers, department heads,
production managers and operational managers 14.0 4.0 79.1 81.4 -2 -2.88 %
Local Management Team 8.0 0.0 0.0 103.8
Corporate Management Team 3.0 1.0 408.7 270.5 138 51.09 %
Members of Kitron ASA board 9.0 4.8 26.5 30.4 -4 -12.91 %
Table 15: Average pay per category
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Career development and training
Kitron values the competences of employees, and sharing
knowledge and information is an area of priority, as is on-
the-job development. Individual career and competence
development are parts of the current performance
management process.
Kitron has implemented a digital learning management
system, LMS, to further strengthen individual development and
competence. and work has since continued to supplement
Kitron Academy with learning and development activities.
In 2023, the platform was extended with Content Anytime,
which is a platform that offers a wide range of learning courses
and online training resources. With this Kitron can create
and deliver engaging and effective learning experiences to
employees.
In 2023, the number of training hours was 94 997 compared to
68 977 hours in 2022.
HSE, safety and security
Health and safety in the working environment are very
important to Kitron - we believe that prevention is the
key to a truly safe workplace. Kitron follows local and
international norms and relevant legislation to provide such
an environment.
Injuries and absence due to illness
Absence due to illness (as a percentage of total hours worked)
was 6.2 per cent for the group in 2023. This is an increase from
previous years. A good working environment and the possibility
to develop are important factors to keep the absence due to
illness at a low level. Going forward, Kitron will continue the
work to provide such an environment for our employees.
Injuries and work-related accidents are registered at site level.
While the ambition of the company is to have zero accidents, it
is of critical importance to have a full overview of any incident
or accidents at any of the Kitron sites to be able to work on
prevention and ensure a healthy and safe workplace. Reporting
incidents and accidents will be further streamlined across the
sites and handled through a digital tool. By improving reporting
routines, it is expected that the number of incidents reported
might increase temporarily.
The Kitron work environment poses risks to the employees,
foremost in the manual mounting and in the processes where
chemical liquids, nitrogen or lead are involved, as well as the
long-term risks associated with repetitive tasks. The most
important mitigation and prevention of accidents and injuries is
the workplace design, education of employees and routines for
safely handling chemicals.
All chemicals procured and applied at Kitron sites are registered
and handled according to relevant regulations. To prevent
negative effects of repetitive tasks, all sites has implemented
job rotation for certain tasks. In 2023, there was no serious
work-related accidents at Kitron sites. Kitron will continue to
monitor the working environment regarding employee health
and safety.
Absence and work-related injuries 2021 2022 2023
Absence due to illness % 3.7 4.4 6.2
Number of fatal occupational injuries 0 0 0
Number of occupational injuries causing
permanent incapacity for work
0 0 0
Lost time injuries 14 9 15
Table 16: Absence and work-related injuries sanctioned cases
Turnover by site 2021 2022 2023
Norway 4.9 % 4.3 % 7.5 %
Denmark 19.9 % 12.0 %
Sweden 20.2 % 14.1 % 15.8 %
Lithuania 22.5 % 15.8 % 9.9 %
Poland 29.2 % 19.0 % 20.7 %
Czech 26.3 % 34.9 %
China 29.1 % 27.4 % 28.4 %
USA 46.3 % 20.1 % 22.2 %
Table 17: Employee turnover by site
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Focusing on a world without waste. We are committed to actively work on pursuing
sustainability and protecting the environment.
Environment
and climate
The challenge + relevant SDG
Ambition
The working environment in Kitron is characterized by openness, communication,
and respect for the individual. Diversity, and a balanced work force in terms of
gender, is recognized as strength and an advantage.
Long-term targets (2030) ■ 50% cut in carbon emissions / net zero by 2050
■ 50% of the product portfolio is circular/ designed for recycling
■ 100% Green energy
■ Zero waste in operations
■ EcoVadis Gold medal
Key KPIs monitored
■ Carbon emissions reduction
■ Effective energy consumption
■ Water Security
■ Circular economy
Results 2023
■ Reduced CO2 emissions by 28,9%
■ Started reporting to CDP
■ Green energy scope increased by 22.8%-points from 66% to 82,8%
■ Water consumption for the whole group increased by 20.7% with revenue
growth 20,9%
Targets 2024
■ EcoVadis Silver medal
■ Reach 85% green energy from total use.
■ Increase Scope 3 reporting
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Environmental management
The main risks posed to the natural environment from
Kitron’s operations are direct emissions from the use of
chemical liquids, nitrogen, or lead in Kitron’s production
and indirect emissions from energy use in operations,
transportation and business travels.
As a manufacturing supplier, the Kitron internal value chain
does not pollute the external environment to any material
extent. The impact mainly comes from purchasing materials,
goods and services. Kitron Suppliers Code of Conduct
describes the requirements Kitron imposes on the suppliers
to minimize the adverse effects to community, environment
and natural resources while safeguarding the health and
safety of the public. Supplier shall obtain all required
environmental permits.
To further strengthen sustainability management Kitron
started to use Eco Vadis as a widely used Business
Sustainability Rating provider. In 2023 Kitron received a
“Silver” sustainability rating medal that puts us in the TOP 25
per cent of the companies rated by Eco Vadis.
Climate emissions and climate risk
We will work systematically to reduce energy consumption
and GHG emissions, with a special focus on material
consumption, energy consumption, effective communication
and transportation. We have set targets for the reduction of
CO2 emissions for our in-house operations in accordance
with the obligations in the Paris Agreement.
Climate Risk and Opportunities
In 2023 Kitron has continued to work towards climate-
related financial disclosures in accordance with the TCFD
recommendations. The aim is to enhance our understanding
and transparency about the exposure and the strategies to
stay ahead of any negative impact caused by climate change
and adaptation measures.
TCFD Roadmap
In order to enhance our understanding and transparency
Kitron has developed the below roadmap.
Several of the Kitron Group’s manufacturing units are
certified in accordance with the NS ISO 14000 series of
environmental management standards created to help
reduce industrial waste and environmental damage.
2023 Planned 2024 Planned 2025
Governance and strategy Responsibility assigned to
executive level.
Initiated discussions on
executive level
Created quarterly climate
emission oversight and
tracking
Board level involvement
Increase emissions scope to
include Scope 3 emissions
for improved oversight and
risk mapping
Ongoing board and
management oversight
Submitting full TCFD
reporting
Risk management Risk assessment for
physical climate risk per site
completed and measures
implemented
Ongoing climate risk
monitoring as part of
company risk management
Metrics and targets GHG reporting: Baseline
measurement scope 1,2
Emission reduction targets
set
GHG reporting scope 1,2
and partial 3
Risk management for
identified medium to high
risk
GHG reporting scope 1,2
and 3
Risk mitigating activities
implemented for identified
medium to high risk
Table 18: Kitron TCFD roadmap
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Kitron’s CO
2
-emissions have been calculated in accordance
with the “Greenhouse Gas Protocol” published by the World
Business Council for Sustainable Development (WBCSD)
and World Resources Institute (WRI).
The statistical data on greenhouse gas emissions includes
the following sources of CO
2
emissions:
■ Scope 1 direct emissions: emissions from fuel
combustion on- site, transportation using company
owned vehicles and on-site generation of electricity, heat
or steam.
■ Scope 2 indirect emissions from electricity purchased:
emissions from the consumption of electricity
purchased. CO
2
emission factors used for electricity are
market based and calculated using IEA emission factors.
For tables 19 Energy use, 20 Electricity per location, 22
Carbon Efficiency and 24 Waste, historical data is updated.
Energy use 2021 2022 2023
Gas (heating) 481.1 304.9 348
Petrol (company cars) 49 812 99 695 91 886
Electricity 15 500 23 577 25 029
Electricity from renewable
sources
11 699 15 195 20 727
Share of electricity from
renewable sources
75.5 % 64.4 % 82.8 %
Table 19: Energy use
Mwh 2021 2022 2023
Norway 3 981 4 111 4 441
Sweden 1 258 1 645 1 694
Denmark 0 2 550 2 367
Lithuania* 4 380 4 185 4 445
Poland 2 152 2 432 3 342
Czech 1 273 1 445
China 2 481 6 221 6 038
US 1 247 1 160 1 257
Group total 15 499 23 577 25 029
Table 20: Electricity use per location in Mwh
CO2 emissions tCO2e 2021 2022 2023
Scope 1 663 835 926
Scope 2 market based 2 091 3 840 2 259
Scope 3 market based 419 441
Group total (1+2) 2 754 5 094 3 626
Table 21: Group CO
2
emissions tCO2e
As a part of the TCFD process, Kitron expands emissions
metrics, using the Carbon Efficiency Index, calculated CO
2
t
divided by sales revenue in a year.
Carbon Efficiency Index allows one to see results from
improvements implemented related to reduction of CO
2
emissions compared with changes in the scope of operations.
Carbon efficiency 2021 2022 2023
Revenue MNOK 365.6 640.9 775.2
Carbon efficiency
(tCO
2
/Revenue MNOK)
7.5 7.9 4.7
Table 22: Carbon efficiency
Water consumption
cubic metres
2021 2022 2023
Norway 3 812 3 411 4 196
Sweden 1 808 2 118 2 571
Denmark 0 2 260 1 954
Lithuania 7 515 5 889 8 161
Poland 3 955 4 688 5 295
Czech 1 589 2 077
China 2 503 12 888 15 453
US 518 405 431
Total 20 111 33 248 40 138
Revenue MEUR 365.6 640.9 775.2
Water Consumption
m3 / Revenue MEUR 55.0 51.9 51.8
Table 23: Water consumption cubic meters
Kitron has signed the WBCSD Pledge (WASH) for Access
to Safe Water, Sanitation and Hygiene. We recognize that by
signing this Pledge Kitron commits to implementing access
to safe water, sanitation and hygiene at an appropriate level
of standard for all employees in all premises under our direct
control and supporting partners across our value chains and
communities that surround our workplaces, within three years.
Tons of waste 2021 2022 2023
Total waste 1389 1565 1718
Recycled waste 549 690 880
Hazardous waste 63 87 80
Amount recycled waste 40 % 44 % 51 %
Table 24: Tons of waste
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SUSTAINABILITY REPORT
Kitron’s success is based on close cooperation with our trusted supply partners.
Kitron’s customers are found within demanding markets sectors, and in order to
deliver on their expectations, we depend on high- quality suppliers. Across all areas
of sustainability, we have a focus on transparency to identify risks and opportunities
within our entire value chain.
Responsible
value chain
The challenge + relevant SDG
Ambition
All suppliers should adhere to Kitron’s supplier code of conduct, and support the
UN Declaration on Universal Human Rights.
Long-term targets (2030)
■ 90 % purchased value report CO
2
■ 100 % of suppliers in line with Kitron Supplier Code
■ All critical suppliers committed to become climate neutral (scope 1 and 2)
Key KPIs monitored
■ Ethics and anti-corruption
■ Human rights and conflict minerals
■ Environment in the supply chain
■ Supplier performance and risk assessment
Results 2023
■ No reports on corruption
■ Remained conflict minerals free.
■ Started work on purchased value report Co2
■ 80.3 % of active suppliers have signed Code of Conduct.
Targets 2024
■ 20 % purchased value report CO2 (Scope 1 and Scope 2)
125ANNUAL REPORT 2023
SUSTAINABILITY REPORT
Supply chain and quality management
In Kitron we use the highest standards in selection of supply
partners. Our main promise to any customer is that we want
to be their long term, sustainable partner.
While the products and services we deliver are required
to meet the highest quality requirements, we are fully
committed to sustainable development; and we expect the
same from our supply partners. Kitron’s goal is to minimize
negative environmental and social impacts from its supply
chain. We expect our suppliers to adhere to all applicable
laws and regulations, to the highest ethical standards
defined in the Kitron Code of Conduct, as well as to the
separate Suppliers Code of Conduct, which applies to all
suppliers. Delivering high quality products is key to Kitron’s
competitive advantage and of high importance to our
customers, employees and owners. Kitron affects quality
directly through our purchasing, supplier selection, and
quality management processes, as well as indirectly through
our business relationships.
Kitron’s supply chain
Kitron production inputs can be divided into three parts:
electronic components, mechanical drawing parts and
PCB (Printed Circuit Boards), and the inputs are with few
exceptions sourced and produced outside of Norway.
Kitron’s role in the supply chain
Electronic components: For this category, Kitron primarily
deals with distributors rather than with manufacturers.
However, during 2021 we started cooperating directly with
manufacturers too in order to better serve our customers
and ensure availability of production parts. On an annual
basis Kitron purchases components from close to 1200
manufacturers through approximately 1000 supply partners.
Kitron has established a Preferred Partner Program. In 2023
56 per cent of all electronic components (in value) were
procured from Preferred Partners.
Mechanical drawing parts: This sub commodity includes a
wide variety of parts, from metal casting to machine parts,
injection molded plastic, sheet metal and aluminium die
casting. Due to the bulk and weight of this type of parts,
Kitron tends to purchase these components close to the
point of use and we continue to build mechanical parts
supply chain around our factories in different regions.
In 2023, 24 per cent of all Mechanical drawing parts (in
value) were procured from Preferred Partners.
Printed Circuit Boards (PCBs): Kitron buys most of the
PCBs from China (up to 70 per cent of the world’s PCBs are
produced in China), either directly from manufacturers or
through distributors, as with electronic components.
In 2023, 56 per cent of the PCBs were procured from
Preferred Partners. In the case of PCBs, these Preferred
Partners include both distributors and manufacturers.
Supplier selection and onboarding
Kitron’s sourcing experts are located in Norway, Sweden,
Lithuania, Poland, China and United States, enabling us
to manage our global network of suppliers and ensure
an optimal flow of components and materials to our
manufacturing centres. Sourcing in Kitron is a shared
responsibility between the global sourcing team and local
sourcing managers.
New sales, new requests for information (RFI) and conflict
mineral reporting are handled by the global sourcing team
while local teams handle RFIs for existing suppliers, manage
supplier dialogue and supplier coordination with local
suppliers.
To ensure that the same supplier data is collected regardless
of category and country, Kitron has developed and
implemented a web based RFI (Request for information).
This data is then automatically uploaded into Kitron’s
Supplier Evaluation Model (SEM) and expanded and have
this suppliers assessment including additional suppliers.
To minimize supply chain risk, Kitron seeks to ensure that
Kitron’s spend with any specific supplier does not exceed 20
per cent of the total revenue of any single supplier and seeks
to diversify its sourcing strategy. Moreover, Kitron diligently
works at supplier consolidation, making sure that we work
only with the best possible supply partners. In 2023 Kitron
had 2 696 active suppliers, down from 2 739 the year before.
The number of active suppliers is affected by the number
of new customers and the general supply situation. Active
supplier means Kitron have placed a purchase order in the
last 12 months.
Unique active suppliers
Unique active suppliers (12 month) – 2696.
Share of active suppliers who have signed Code of
Conduct – 80.3.
Unique active suppliers 2021 2022 2023
Unique active suppliers
(12 months)
2 032 2 739 2 696
Share of active suppliers
who has signed Code of
Conduct
90.30 % 71.00 % 80.30 %
Table 25: Unique active suppliers
126ANNUAL REPORT 2023
SUSTAINABILITY REPORT
Human rights and conflict minerals
All units of Kitron comply with UN’s Universal Declaration on
Human Rights, The UN’s Convention on Rights of the Child
and International Labour Organization Conventions (ILO)
conventions. Kitron s approach to human rights protection
is guided by the Kitron Code of Conduct and the Supplier
Code of Conduct. Since 2018, Kitron has been a UN Global
Compact Signatory and supports the ten UN Global compact
principles. The ten UN Global compact principles are
embedded in Kitron’s Code of Conduct.
Kitron and Kitron suppliers shall comply with the human
rights in the ILO conventions, and specifically comply with the
labour rights and child labour avoidance conventions. Kitron
shall not engage in or support any kind of child labour. If a
young worker is employed, this needs to be controlled and
arranged according to legal requirements in terms of safety,
work hours and guidance and is not allowed to interfere with
applicable compulsory schooling. Kitron opposes all forms of
forced and compulsory labour.
Conflict minerals
Kitron’s suppliers shall have policies to reasonably assure
that the tantalum, tin, tungsten and gold in the products
they manufacture do not directly or indirectly finance or
benefit armed groups that are perpetrators of serious human
rights in the Democratic republic of Congo or an adjoining
country. Suppliers shall exercise due diligence on the source
and chain of custody of these minerals. All Kitron suppliers
are required to fill in the CFSI (now RMI) Conflict Minerals
Reporting Template (CMRT).
Conflict minerals * 2021 2022 2023
Conflict free 3TG+ NO 3TG
by value
80.47 % 81.66 % 81.22 %
Conflict free 3TG+NO 3TG
by number of parts
48 606 53 204 51 456
*This statistics does not include BB Electronics
Table 26: Conflict minerals by value and number of parts
127ANNUAL REPORT 2023
KITRON IN BRIEF
Appendix
Turnover, OpEx and CapEx
128ANNUAL REPORT 2023
KITRON IN BRIEF
Kitron is a Scandinavian Electronics Manufacturing Services company. The company has manufacturing
facilities in Norway, Sweden, Denmark, Lithuania, Poland, the Czech Republic, India, China, Malaysia and
the US and has about 3 000 employees. Kitron manufactures both electronics that are embedded in the
customers’ own product, as well as box-built electronic products. Kitron also provides high-level assembly
(HLA) of complex electromechanical products for its customers.
Kitron offers all parts of the value chain: From design via industrialisation, manufacturing and logistics, to
repairs. The electronics content may be based on conventional printed circuit boards or ceramic substrates.
Kitron also provides various related services such as cable harness manufacturing and components
analysis, and resilience testing, and source any other part of the customer’s product. Customers typically
serve international markets and provide equipment or systems for professional or industrial use.
Kitron ASA, Olav Brunborgs vei 4, P.O. BOX 97, NO-1375 Billingstad, Norway
129ANNUAL REPORT 2023
BOARD AND MANAGEMENT
Board
Tuomo Lähdesmäki
Chairman of the board
Elected for the period 2023-2024
Tuomo Lähdesmäki was born in 1957 and is a Finnish citizen. He holds a Master of Science in
Engineering from Helsinki University of Technology, a Master of Business Administration from INSEAD
and has completed the Stanford Executive Program. He is a founding partner of Boardman Oy, “The
leading network developing active ownership and board work competencies” in Finland, and he has
previously, inter alia, been President and CEO of Elcoteq Network Plc and Leiras Oy, General Manager at
Swatch Group and Vice President at Nokia Mobile Phones. Mr Lähdesmäki is, inter alia, Vice Chairman of
the board of Meconet Oy and a Member of the Board of Turku University Foundation sr. He also serves
as Expert Member of the Market Court of Finland and Chairman of the Advisary Board of Finnish Digital
Agency (DVV).
Mr Lähdesmäki was elected to the Kitron Board as Chairman in 2014 and heads the HR &
Remuneration committee. On December 31st, 2023, Mr Lähdesmäki owned 297 105 shares in Kitron.
Gro Brækken
Deputy chairman of the board
Elected for the period 2023-2024
Gro Brækken was born in 1952 and is a Norwegian citizen. She holds an MSc in Chemical Engineering
from the Norwegian University of Science and Technology in Trondheim. Ms Brækken has long and
broad experience in the top management of international companies and organizations with CEO,
line, and staff-management experience within oil and gas, refinery, shipbuilding, banking and the
Confederation of Norwegian Enterprise. She was until 2016 CEO of the Industry Organisation Offshore
Norway, and served as Secretary General for the Norwegian Institute of Directors until July 2023. She is
at present a student at the University of Oslo and holds various board positions. This background has
given her in-depth industrial and political competence and a broad network within politics, business,
and society. Gro Brækken also has solid board experience as a member and chair of the boards of
directors of national and international companies and organizations within energy, industry, project
management, health and NGOs.
Ms Brækken was elected to the Kitron Board in 2015 and has since October 2015 and is a member of
the audit committee. On December 31st, 2023, Ms Brækken owned 52 810 shares in Kitron.
Maalfrid Brath
Board member
Elected for the period 2023-2024
Maalfrid Brath was born in 1965 and is a Norwegian citizen. She holds an MSc degree from BI
Norwegian Business School in economics and business administration and an MSc degree from NHH
Norwegian School of Economics in professional accountancy. Ms Brath has since 2009 been Managing
Director of Manpower Group Norway, and since 2019 she has also been Regional Managing Director of
Nordic & Baltics. From 1995 to 2009, she held various executive management positions at Storebrand
ASA, including EVP Business Development, EVP Retail, COO of Storebrand Livsforsikring and CEO
of Storebrand Fondsforsikring. Prior to 1995, she was a Manager at Arthur Andersen. She sits on a
number of boards, including The Confederation of Norwegian Enterprise.
Ms Brath was elected to the Kitron Board in 2018 and is a member of the remuneration committee.
On December 31st, 2023, Ms Brath owned 32 690 shares in Kitron.
Board and Management
130ANNUAL REPORT 2023
BOARD AND MANAGEMENT
Petra Grandinson
Board member
Elected for the period 2023-2024
Petra Grandinson was born in 1968 and is a Swedish citizen. She holds a Master of Science in Vehicle
engineering and System technologies from the Swedish Royal Institute of Technology (KTH) in
Stockholm. Ms Grandinson is currently a Vice President Supply Chain at Epiroc Rockdrills AB and has
a combination of operations and commercial experience, having worked with advanced electrical hand
tools, larger capital equipment and technology infrastructure products and solutions. This includes
first-hand knowledge as a customer of Electronic Manufacturing Services. She also brings international
experience, having lived in China for five years and the UK for four years. She has had significant
exposure to R&D organisations.
Ms Grandinson was elected to the Kitron Board in 2020 and is a member of the remuneration
committee. On December 31st, 2023, Ms Grandinson owned 22 943 shares in Kitron.
Espen Gundersen
Board member
Elected for the period 2023-2024
Espen Gundersen was born in 1964 and is a Norwegian citizen. He holds an MBA from the Norwegian
School of Management, Oslo. He is also a Certified Public Accountant from the Norwegian School of
Economics and Business Administration in Bergen. Mr Gundersen has held several positions within the
Tomra Group from 1999 to 2022, including CFO from 2003 and Deputy CEO from 2009. Before joining
Tomra ASA, he served as VP of Business Development of Selmer ASA for five years. He started his
career with Arthur Andersen in 1989. He is currently a full-time non-executive board member, with board
positions in Scatec ASA, Hexagon Purus ASA (Chairman) and Kid ASA.
Mr Gundersen was elected to the Kitron Board in 2017 and heads the audit committee. On December
31st, 2023, Mr Gundersen owned 57 810 shares in Kitron.
Michael Lundgaard Thomsen
Board member
Elected for the period 2023-2024
Michael Lundgaard Thomsen was born in 1964 and is a Danish citizen. He holds a Master of Science in
Manufacturing Management and Systems from Aalborg University in Denmark and an Executive MBA
from Aarhus University, Denmark. Mr Lundgaard Thomsen is currently Director at Aalborg Portland A/S
and brings more than 25 years of executive, international experience within various industries, including
building materials, process instrumentation, electronics, mobile hydraulics and IT. For the past 17 years,
he has held executive management positions as CEO and COO at three different companies. Prior to
joining Aalborg Portland A/S, he spent seven years as CEO of Siemens Flow Instruments A/S, a role he
was promoted into after being Global Operations Manager. He has also acted as a Factory Manager/
COO at Linak A/S. He spent ten years in various roles at Danfoss A/S, including two years in the US,
where he held the overall responsibility for supply chain management. In addition to his operational
responsibilities, he holds several board member and chair positions. In 2019, he was appointed
chairman of the climate partnership for energy-intensive companies by the Danish Government.
Mr Lundgaard Thomsen was elected to the Kitron Board in 2022 and is a member of the audit
committee. On December 31st, 2023, Mr Lundgaard Thomsen owned 8 689 shares in Kitron.
131ANNUAL REPORT 2023
BOARD AND MANAGEMENT
Jarle Larsen
Board member
Elected by and among the employees
Jarle Larsen was born in 1973 and is a Norwegian citizen. He has a background as an Electronics
Engineer and joined Kitron AS in 2007. Mr Larsen works as a Senior Lean Engineer. In 2010, he was
elected as leader for Nito at Kitron AS (The Norwegian Society of Engineers and Technologists). He still
holds this position.
Mr Larsen was elected to the Kitron Board in 2019. On December 31st, 2023, Mr Larsen owned 21 154
shares in Kitron.
Tone Aas
Board member
Elected by and among the employees
Tone Aas was born in 1969 and is a Norwegian citizen. She has all her work background within Kitron
AS. She joined Kitron AS in 1993 and has held several different positions within administration, logistics
and manufacturing. Mrs Aas works as a Production Department Manager in addition to being the site
responsible for IFS projects.
Ms Aas was elected to the Kitron Board in 2023. On December 31st, 2023, Ms Aas owned 1 530 shares
in Kitron.
Henriette Stene
Board member
Elected by and among the employees
Henriette Stene was born in 1977 and is a Norwegian citizen. She joined Kitron AS in 1998. Mrs Stene
works as a machine operator in the machine center.
Ms Stene was elected to the Kitron Board in 2023. On December 31st, 2023, Ms Stene owned 1 530
shares in Kitron.
132ANNUAL REPORT 2023
BOARD AND MANAGEMENT
Management
Peter Nilsson
President & CEO
Born in 1964. CEO of Kitron since November 2014. Several senior and executive leadership positions for
Swedish and US companies. Mr Nilsson holds a BSc in Industrial Engineering and Management and is a
Swedish citizen.
Cathrin Nylander
CFO
Born in 1967. Joined Kitron in 2013. Extensive experience as CFO in various industries such as
manufacturing, IT, food industry, and financial services. Ms Nylander holds a bachelor’s degree in social
science from Lund University in Sweden and is a Swedish citizen.
Kristoffer Asklöv
COO & Sales Director
Born in 1977. Joined Kitron in 2021. Mr Asklöv has more than 20 years of electronics production
experience, an Executive MBA in Leadership & Management from Mgruppen and an M.Sc. in Product
Development / Industrial design from the University of Linköping. Kristoffer Asklöv is a Swedish citizen.
Stian Haugen
CTO
Born in 1976 and is a Norwegian citizen. Mr. Haugen joined Kitron in 2013, managing the technology
department of Kitron AS, Arendal. He has extensive experience from international R&D and customer
support and holds a B.sc in computer science from Agder University, Norway.
133ANNUAL REPORT 2023
BOARD AND MANAGEMENT
Hans Petter Thomassen
VP Nordics & North America
Born in 1965. He joined Kitron in 2012. Mr Thomassen has extensive experience within manufacturing
and logistics and has held several senior-level positions, included CEO. He also has experience from
commercial aviation. Hans Petter Thomassen is a Norwegian citizen.
Mindaugas Sestokas
VP Central Eastern Europe
Born in 1971. He has been with Kitron since 2008 and is a Lithuanian citizen. Diverse experience
in industries like appliance manufacturing, food and beverage, coupled with senior-level positions,
including CEO. Mr Sestokas holds a Master of Business Administration.
Zygimantas Dirse
VP Asia
Born in 1980. With Kitron since 2003. Mr Dirse has broad experience from different international
positions in the company and holds a Master of Science in Informatics Technology. Zygimantas Dirse is
a Lithuanian citizen.
134ANNUAL REPORT 2023
ARTICLES OF ASSOCIATION
Latest updated 1 June 2023
§ 1
The company’s name is Kitron ASA. The company is a public
limited company.
§ 2
The company’s registered office shall be located in the
municipality of Asker. The company may also conduct the
general meeting in the municipality of Oslo.
§ 3
Kitron’s business is manufacturing and development activities
related to electronics. The business includes purchase and
sale of shares and companies in the same or related business
sectors. The business may also include related consultancy
activities and other activities associated with the operation.
§ 4
The share capital of the company is NOK 19,821,713.40 divided
into 198 217 134 shares with face value NOK 0.10 each. The
company’s shares shall be registered at the Norwegian Central
Securities Depository.
§ 5
The company’s board of directors shall have from 3 to 6
shareholder elected members for a period of up to two years
as resolved by the general meeting. The chairman of the board
is elected by the general meeting. Two board members acting
jointly are authorised to sign on behalf of the company. The
board may grant power of attorney.
§ 6
The ordinary general meeting is held each year before the end of
the month of June. The ordinary general meeting shall:
1. Consider and approve the annual report, the profit and loss
statement and the balance sheetfor the preceding year.
2. Consider and approve the application of profit or coverage
of deficit according to the adopted balance sheet, as well as
payment of dividend.
3. Consider and resolve other matters that pertain to the
general meeting according to Norwegian law.
§ 7
Kitron shall have a nomination committee. The nomination
committee shall have two or three members, including its
chairman. Members of the nomination committee shall be
elected for a term of office of up to two years.
The annual general meeting of Kitron shall elect the chairman
and the members of the nomination committee. The mandate
of the nomination committee shall be determined by the
annual general meeting. The annual general meeting shall also
determine the committee’s remuneration.
The nomination committee shall submit proposals to the annual
general meeting in respect of the following matters:
• Propose candidates for election to the board of directors
• Propose candidates for election to the nomination
committee
• Propose the fees to be paid to the members of the board of
directors
• Propose the fees to be paid to the members of the
nomination committee
§ 8
Any issue that has not been resolved in these Articles of
Association shall be considered in accordance with the
regulations in the existing laws applicable to limited companies.
§ 9
Documents concerning matters to be considered at the general
meeting are not required to be sent to the shareholders if the
documents are made available for the shareholders at the
company’s websites. This also applies for documents that
pursuant to law shall be included in or attached to the notice
of the general meeting. A shareholder may nonetheless require
that documents concerning matters to be considered at the
general meeting are sent to him/her.
§ 10
Shareholders who want to participate at the general meeting
shall notify the company thereof within two days prior to the
general meeting.
§ 11
Shareholders may vote in advance, either in writing or by
electronic means, up to 2 days prior to the general meeting. The
board of directors determines further in the notice to the general
meeting how such voting shall be carried out.
(Office translation)
Articles of Association
135ANNUAL REPORT 2023
ADDRESSES
OFFICES
GERMANY - SALES AND CUSTOMER SUPPORT OFFICE
Kitron GmbH
Carl-Zeiss-Str. 3, DE-72555 Metzingen, Germany
Tel: +49 7123 374122-00
DENMARK
Kitron A/S
Ane Staunings Vej 21C, DK-8700
Horsens, Denmark,
Tel: +45 7625 1000,
Fax: +45 7625 1010
CHINA
Kitron Electronics
Manufacturing
Suzhou Co. Ltd
Building 18# A&B,
Suchun Industrial
Estate, No. 428
Xinglong Street,
Suzhou Industrial Park,
215024 Suzhou, China
Tel:
+86 512 6956 2880
CZECH REPUBLIC
Kitron Czech a.s. Nádražní 1179,
563 01 Lanskroun Czech Republic
Tel: +420 465 670 038
INDIA
TCBB India Private
Limited
Module 49 & 50,
II nd Floor, SDF-III
Building Phase -II,
MEPZ SEZ, NH
45, Tambaram,
Chennai TN
600045 IN
MALAYSIA
Kitron Electronics
Manufacturing
Sdn. Bhd.
No 7, Jalan I-Park
SAC 2 Taman
Perindustrian
I-Park SAC, 81400
Senai, Johor,
Malaysia
MANUFACTURING SITES
NORWAY
Kitron AS
P O Box 799 Stoa NO-4809
Arendal, Norway
Visiting address:
Tverrdalsøyveien 100, 4920 Staubø
Tel: +47 37 07 13 00
LITHUANIA
UAB Kitron, Užliedžiu site
Plento g. 6, LT-54305 Užliedžiai,
Lithuania
CHINA
Kitron Electronics Manufacturing
(Ningbo) Co., Ltd
No. 189, DongHui Road Nordic
Industrial Park Zhenhai District
Ningbo 315221, P. R. China
Tel: +86 574 8630 8600
Fax: +86 574 8630 8601
SWEDEN
Kitron AB
P O Box 1052, SE-551 10
Jönköping, Sweden
Visiting address:
Möbelvägen 5, 55652 Jönköping
Tel: +46 36 290 21 00
LITHUANIA
UAB Kitron, Administration
Perspektyvos g. 22, LT-52119
Kaunas, Lithuania
USA
Kitron Technologies Inc.
345 Pomroys Drive Windber,
Pennsylvania 15963, USA
Tel: +1 814 467 7477
Fax: +1 815 301 8468
LITHUANIA
UAB Kitron, Taikos site
Taikos pr. 151, LT-52119 Kaunas,
Lithuania
Tel: +370 37 40 93 30
CHINA
Kitron Electromechanical (Ningbo)
Co., Ltd
No. 179, DongHui Road Nordic
Industrial Park Zhenhai District
Ningbo 315221, P. R. China
Tel: +86 574 8630 8600
Fax: +86 574 8630 8601
POLAND
Kitron Sp. z o. o.
ul. Droga Kurpiowska 75 86-300
Grudziądz, Poland
Tel: +48 56 642 58 80
Addresses
136ANNUAL REPORT 2023
KITRON IN BRIEF
Kitron is a Scandinavian Electronics Manufacturing Services company. The company has manufacturing
facilities in Norway, Sweden, Denmark, Lithuania, Poland, the Czech Republic, India, China, Malaysia and
the US and has about 3 000 employees. Kitron manufactures both electronics that are embedded in the
customers’ own product, as well as box-built electronic products. Kitron also provides high-level assembly
(HLA) of complex electromechanical products for its customers.
Kitron offers all parts of the value chain: From design via industrialisation, manufacturing and logistics, to
repairs. The electronics content may be based on conventional printed circuit boards or ceramic substrates.
Kitron also provides various related services such as cable harness manufacturing and components
analysis, and resilience testing, and source any other part of the customer’s product. Customers typically
serve international markets and provide equipment or systems for professional or industrial use.
Kitron ASA, Olav Brunborgs vei 4, P.O. BOX 97, NO-1375 Billingstad, Norway