The Board of Directors has ensured that the Company has The CFO and the head of accounting are responsible for
sound internal control and systems for risk management (i) the ongoing financial reporting and for implementing
that are appropriate in relation to the extent and nature sufficient procedures to prevent errors in the financial
of the Company’s activities. The Company has performed reporting, (ii) identifying, assessing and monitoring the
a scoping of the financial risks in the Company and has risk of significant errors in the Group’s financial report-
established written control descriptions and process ing, and (iii) implementing appropriate and effective
descriptions. The controls are executed on a monthly, internal controls in accordance with specified group re-
quarterly or yearly basis, depending on the specific con- quirements and for ensuring compliance with local laws
trol. The internal controls and systems also encompass and requirements. All interim financial statements are
the Company’s corporate values, ethical guidelines, and analyzed and assessed relative to budgets, forecasts, and
guidelines for corporate social responsibility. The Board historical trends.
Remuneration of the Board of Directors
understandable, and they contribute to the Company's
Remuneration for members of the Board of Directors is a commercial strategy, long-term interests and financial
fixed annual sum proposed by the Nomination Commit- viability. The General Meeting is informed about incen-
tee and approved at the Annual General Meeting. The tive programs for employees, and, pursuant to section
remuneration reflects the responsibility, qualifications, 6-16 b. of the NPLCA, an annual report regarding remu-
time commitment and complexity of the tasks in general. neration for the Executive Team will be presented to the
No members of the Board of Directors (or any company General Meeting.
associated with such member) elected by the sharehold-
ers have assumed special tasks for the Company beyond Information and communications
what is described in this document, and no such member Communication with shareholders, investors, and ana-
(or any company associated with such member) has re- lysts is a high priority for Otello. The Company believes
ceived any compensation from Otello other than ordi- that objective and timely information to the market
nary Board of Directors remuneration. The remuneration is a prerequisite for a fair valuation of the Company’s
of the Board of Directors is not linked to the Company's shares and, in turn, the generation of shareholder val-
performance. The Company currently does not grant ue. The Company continually seeks ways to enhance our
share options to the members of the Board of Directors. communication with the investment community. The
All remuneration to the Board of Directors is disclosed in Company's reporting of financial and other information
of Directors carries out an annual review of the Compa-
ny’s most important areas of exposure to risk and its in- Critical issues and events that affect the future develop-
ternal control arrangements. In 2022, all Board members ment of the business and optimal utilization of resources
confirmed that they had read and complied with the are identified, and action plans are put in place, if necessary.
Code of Conduct during the term of their directorship.
The Audit Committee oversees the process of financial
The Group’s CFO is responsible for the Group’s control reporting and ensures that the Group’s internal controls
functions for risk management and internal control. Otel- and the risk management systems are operating effec-
lo publishes two interim financial statements in addition tively. The Audit Committee performs a review of the
to the annual report. The financials are published on the half-yearly and annual financial statements, which ulti-
Oslo Stock Exchange. Given the importance of providing mately are approved by the Board of Directors.
accurate financial information, a centralized corporate
Note 6 to the Annual Report.
is based on openness and taking into account the re-
quirement for equal treatment of all participants in the
Members of the Board of Directors and/or companies securities market.
with which they are associated will normally not take on
specific assignments for the Company in addition to their Otello’s company website (https://www.otellocorp.com/
appointment as a member of the Board of Directors. If ir) provides the investment community with information
they nonetheless do take on such assignments, this must about the Company, including a comprehensive investor
be disclosed to the full Board of Directors. The remuner- relations section. This section includes the Company’s
ation for such additional duties shall be approved by the investor relations policy, annual and quarterly reports,
control function and risk management function has been Other guidelines and policies
established consisting of the head of accounting and a As an extension of the general principles and guidelines,
business controller. The corporate and business controller Otello has drawn up additional guidelines.
tasks are, among other things, to perform management’s
Board of Directors.
press releases and stock exchange announcements, share
price and shareholder information, a financial calendar,
an overview of upcoming investor events, and other rel-
risk assessment and risk monitoring across the group’s Information security guidelines
activities, to administer the Company’s value-based Otello has guidelines and information policies covering
management system and to coordinate planning and information security roles, responsibilities, training, con-
budgeting processes and internal controls reporting to tingency plans, etc.
Remuneration of executive personnel
A Remuneration Committee has been established by the evant information.
Board of Directors. The Committee shall act as a prepa-
the Board of Directors and Executive Team. The head of
accounting reports to the CFO.
ratory body for the Board of Directors with respect to (i) During the announcement of half-yearly and annual
the compensation of the CEO and other members of the financial results, there is a forum for shareholders and
Executive Team and (ii) Otello’s corporate governance the investment community to ask questions of the Com-
policies and procedures, which, in each case, are matters pany’s management team. Otello also arranges regular
for which the Board of Directors maintains responsibility presentations in a range of jurisdictions, in addition to
Investor relations policy
Otello is committed to reporting financial results and
The finance department prepares financial reporting for other relevant information based on openness and tak-
the Group and ensures that reporting is in accordance ing into account the requirement for equal treatment of
with applicable laws, accounting standards, established all participants in the securities market. To ensure that
accounting principles and the Board’s guidelines. The correct information is made public, as well as ensuring
finance department provides a set of procedures and equal treatment and flow of information, the Company’s
processes detailing the requirements with which lo- Board of Directors has approved an Investor Relations
cal reporting units must comply. The Group has estab- policy. A primary goal of Otello’s investor relations activ-
lished processes and a variety of control measures that ities is to provide investors, capital-market players, and
will ensure quality assurance of financial reporting. A shareholders with reliable, timely and balanced informa-
series of risk assessments and control measures have tion for investors, lenders and other interested parties in
been established in connection with the preparation of the securities market, to enhance their understanding of
and decision making.
holding meetings with investors and analysts. Important
events affecting the Company are reported immediately
Details concerning remuneration of the executive per- to the Oslo Stock Exchange in accordance with applicable
sonnel, including all details regarding the CEO’s remu- legislation and posted on https://www.otellocorp.com/ir.
neration, are given in Note 6 to the Annual Report. The All material information is disclosed to recipients equally
performance-related remuneration to executive per- in terms of content and timing.
sonnel is subject to an absolute limit. The Board of Di-
rectors assesses the CEO and his terms and conditions The Board of Directors has further established an investor
once a year. The guidelines on the salary and other re- relations policy for contact with shareholders and others
muneration for executive personnel are clear and easily beyond the scope of the General Meeting.
financial statements.
our operations.
100
Otello Corporation ASA - Annual Report 2022
Otello Corporation ASA - Annual Report 2022 101
