volved, such matters will be chaired by some other mem- The Board of Directors carries out an annual review of
established consisting of the CFO. The CFO’s tasks are, Other guidelines and policies
among other things, to perform management’s risk as- As an extension of the general principles and guidelines,
sessment and risk monitoring across the group’s activi- Otello has drawn up additional guidelines.
ties, to administer the Company’s value-based manage-
ment system and to coordinate planning and budgeting Information security guidelines
processes and internal controls reporting to the Board of Otello has guidelines and information policies covering
ber of the Board of Directors.
the Company's most important areas of exposure to risk
and its internal control arrangements.
Risk management and internal control
The Board of Directors has overall responsibility for the Executive Team
management of the Company. This includes a responsi- Otello’s Board of Directors has drawn up instructions
bility to supervise and exercise control of the Company’s for the Executive Team of the Company. The purpose of
activities. The Board has drawn up the rules of procedure these instructions is to clarify the powers and responsi-
for the Board of Directors of Otello. The purpose of these bilities of the members of the Executive Team and their
rules of procedure is to set out rules on the work and duty of confidentiality.
Directors and Executive Team.
information security roles, responsibilities, training, con-
tingency plans, etc.
The finance department prepares financial reporting for
the Group and ensures that reporting is in accordance with Investor relations policy
administrative procedures of the Board of Directors of
applicable laws, accounting standards, established ac- Otello is committed to reporting financial results and
counting principles and the Board’s guidelines. The finance other relevant information based on openness and tak-
department provides a set of procedures and processes ing into account the requirement for equal treatment of
detailing the requirements with which local reporting all participants in the securities market. To ensure that
units must comply. The Group has established processes correct information is made public, as well as ensuring
and a variety of control measures that will ensure quality equal treatment and flow of information, the Company’s
assurance of financial reporting. A series of risk assess- Board of Directors has approved an Investor Relations
ments and control measures have been established in policy. A primary goal of Otello’s investor relations activ-
Otello. The Board of Directors shall, among other things, The Executive Team conducts an annual strategy meet-
ensure that the Company’s business activities are sound- ing with the Board of Directors. The strategy meeting
ly organized, supervise the Company’s day-to-day man- focuses on products, sales, marketing, financial and or-
agement, draw up plans and budgets for the Company’s ganizational matters, and the corporate development
activities, keep itself informed on the financial position strategy for the Group.
of the Company, and be responsible for ensuring that the
Company’s activities, accounts, and asset management The Board of Directors has ensured that the Company has
are subject to adequate control. In its supervision of the sound internal control and systems for risk management
business activities of Otello, the Board of Directors will that are appropriate in relation to the extent and nature
connection with the preparation of financial statements.
ities is to provide investors, capital-market players, and
shareholders with reliable, timely and balanced informa-
ensure that:
of the Company’s activities. The Company has performed
a scoping of the financial risks in the Company and has
established written control descriptions and process
descriptions. The controls are executed on a monthly,
quarterly or yearly basis, depending on the specific con-
trol. The internal controls and systems also encompass
the Company’s corporate values, ethical guidelines, and
guidelines for corporate social responsibility. The Board
of Directors carries out an annual review of the Compa-
ny’s most important areas of exposure to risk and its in-
ternal control arrangements. In 2023, all Board members
confirmed that they had read and complied with the
Code of Conduct during the term of their directorship.
The CFO is responsible for (i) the ongoing financial re- tion for investors, lenders and other interested parties in
porting and for implementing sufficient procedures to the securities market, to enhance their understanding of
prevent errors in the financial reporting, (ii) identifying, our operations.
• The Chief Executive Officer uses proper and effective
management and control systems, including systems
for risk management, which continuously provide a
satisfactory overview of Otello’s risk exposure.
• The control functions work as intended and neces-
sary measures are taken to reduce extraordinary risk
exposure.
assessing and monitoring the risk of significant errors in
the Group’s financial reporting, and (iii) implementing Remuneration of the Board of Directors
appropriate and effective internal controls in accordance Remuneration for members of the Board of Directors is
with specified group requirements and for ensuring com- a fixed annual sum proposed by the Nomination Com-
pliance with local laws and requirements. All interim fi- mittee and approved at the Annual General Meeting.
nancial statements are analyzed and assessed relative to The remuneration reflects the responsibility, qualifica-
• There exist satisfactory routines to ensure the fol-
low-up of principles and guidelines adopted by the
Board of Directors in relation to ethical behavior,
conformity to law, health, safety and working envi-
ronment, and social responsibility.
budgets, forecasts, and historical trends.
tions, time commitment and complexity of the tasks in
general. No members of the Board of Directors (or any
Critical issues and events that affect the future develop- company associated with such member) elected by the
ment of the business and optimal utilization of resources shareholders have assumed special tasks for the Com-
are identified, and action plans are put in place, if necessary. pany beyond what is described in this document, and
no such member (or any company associated with such
• Otello has a competent finance department and
The Group’s CFO is responsible for the Group’s control
accounting systems, capable of producing reliable and functions for risk management and internal control. Otel-
The Audit Committee oversees the process of financial member) has received any compensation from Otello
reporting and ensures that the Group’s internal controls other than ordinary Board of Directors remuneration.
and the risk management systems are operating effec- The remuneration of the Board of Directors has histori-
tively. The Audit Committee performs a review of the cally not been linked to the Company's performance. The
half-yearly and annual financial statements, which ulti- Company currently does not grant share options to the
on-time financial reports
lo publishes two interim financial statements in addition
to the annual report. The financials are published on the
Oslo Stock Exchange. Given the importance of providing
accurate financial information, a centralized corporate
control function and risk management function has been
• Directives from the external auditor are obeyed and
that the external auditor’s recommendations are
given proper attention.
mately are approved by the Board of Directors.
members of the Board of Directors. Any change to the
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Otello Corporation ASA - Annual Report 2024
Otello Corporation ASA - Annual Report 2024 81
