0
Table of
contents
Key figures 2
Letter from the CEO 3
Board of directors’ report 6
Equality and anti-discrimination statement 23
EU taxonomy statement 26
Corporate Reporting Sustainability Directive 31
Financial statements – Group 35
Financial statements – Parent company 76
Annual statement on corporate governance 93
Statement by the Board of directors and CEO 102
Auditor’s report 105
Appendix 111
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WEBSTEP | ANNUAL REPORT 2023
Key figures
NOK million
2023
2022
2021
2020
2019
Operating revenues
1000.0
888.4
775.0
690.0
660.5
EBITDA
65.7
76.2
81.2
63.9
60.4
EBITDA margin
6.6%
8.6%
10.5%
9.3%
9.1%
EBIT
18.5
54.6
65.9
50.0
49.1
EBIT margin
1.8%
6.2%
8.5%
7.2%
7.4%
Net profit
4.4
38.4
48.5
36.7
36.1
Net cash flow
13.2
15.7
7.0
14.3
-8.0
Earnings per share (NOK)
0.16
1.40
1.80
1.38
1.36
Earnings per share, fully diluted (NOK)
0.16
1.39
1.77
1.38
1.36
Number of employees, average (FTE)
561
512
449
410
397
Number of employees, end of period
570
538
478
415
409
Operating revenue TNOK per employee (average)
1,784
1,736
1,725
1,681
1,663
EBIT TNOK per employee (average )
32.9
106.8
146.7
122.0
124.0
2
xL
Letter from the CEO
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WEBSTEP | ANNUAL REPORT 2023
Challenging markets, substantial accomplishments
In the latter part of 2023, the IT sectors in Norway and Sweden
encountered greater challenges than what have been
experienced in recent years. Against a backdrop of decreased
demand, prolonged sales cycles, and reduced utilisation,
Webstep began to feel this shift in the second quarter. This
occurred both in Norway and Sweden, but the Swedish market
was affected more than the Norwegian. In the third and fourth
quarter, we took decisive actions to strengthen our company
for 2024.
Although a challenging year, Webstep reached a significant
revenue milestone. For the full year we reported revenues of
NOK 1,000.0 million (NOK 888.4 million). I am extremely proud
of this accomplishment, it’s true teamwork and it inspires us
leaving 2023 behind. EBIT ended at NOK 18.5 million (NOK
54.6 million), affected by one off costs in regards to severance
package for downsizing of non-billable personnel and
impairment of goodwill of Webstep Sweden. Excluding the
one-off costs, EBIT amounted to NOK 53.5 million, representing
an adjusted EBIT margin of 5.3 per cent.
Margin improvement
Towards the end of 2023, our main focus was to strengthen
future margins. We prioritised organisational adjustments,
sales initiatives, and business development. We streamlined
Webstep, optimising our Oslo division by refining our sales
team, improving scalability, and cutting overheads. Additionally,
we reduced the number of consultants in areas with reduced
market demand. All these actions resulted in a substantial
enhancement in Webstep's cost base going forward.
Looking back on 2023, we have also demonstrated our ability
to create and leverage new opportunities, based on Webstep's
capabilities and strengths.
Top tier professionals
Webstep attributes are built upon an exceptional workforce,
considering employees its greatest asset. The company
prioritises cultivating a workplace that attracts and retains
top-tier professionals. Consultants benefit from meaningful
assignments, networking opportunities, and support for
continuous learning in a fair and transparent environment. The
Webstep culture is driven by our key values; skill, innovation,
generosity, and simplicity.
Mixed and loyal customer base
Webstep covers both public and private sectors, characterised
by a track record of successful consultants and project
deliveries. This has led to a stable customer base, reducing
our exposure to economic fluctuations and enhancing our
resilience in scenarios marked by prolonged sales cycles and
fierce competition.
Our valued expert consultants and reputation for dependability
are highly regarded by our customers, often securing us key
roles within customer operations, even during challenging
periods, as the ones recently experienced.
Skilled professionals - boosted teams
Webstep's approach is to deliver skilled professionals who
consistently create value to customers and build lasting
relationships. In 2023, our team delivery model has linked us
closer to the customers and strengthened the long term
delivery model.
We have expanded within our major clients and have won
significant framework agreements in both public and private
sectors, independently and in partnerships. Enhanced
cross-selling between Webstep offices, along with robust key
account management, is driving revenue growth. Consequently,
40% of Webstep revenue came from 10 largest Norwegian
customers .
Convinced in the year of AI breakthroughs
Curiosity, and the ability to create new opportunities with
emerging technologies, are key traits of skilled technologists,
and our experts have been a significant asset to Webstep in
the year generative AI fully emerged.
Webstep teams have opened entirely new avenues for our
clients with AI, from revolutionising compliance work,
enhancing security in the automotive industry, to dramatically
streamlining the mapping between our services and our clients'
knowledge needs.
A stronger Webstep facing 2024
My extensive Webstep experience, being a long time Webstep
CEO, board member and chair, has given me a deep
understanding of the company. This insight has been
invaluable, especially as we have been working hard to
strengthen Webstep for the future.
We exit 2023 confident that we've taken the right and
necessary steps to proceed further. I also have a clear sense
that Webstep's consultants and leaders have what it takes to
continuously strengthen and further develop the company, also
knowing that our new CEO, Anne Kristine Lund, has been
appointed and will take over May 1st. 2024.
It has been a privilege to lead the company during this interim
period, and I feel very confident to hand over to Kristine when
she arrives. I also want to express my gratitude to everyone
we've had the privilege of working for - and alongside - in 2023.
As we kick off 2024, much has unfolded, and we eagerly look
forward to what lies ahead.
Kjetil Bakke Eriksen
Webstep ASA Interim CEO
(Sign)
4
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WEBSTEP | ANNUAL REPORT 2023
Board of Directors' report
Highlights
Webstep recorded consolidated revenues in 2023 of NOK
1,000.0 million from NOK 888.4 million in 2022. At the end of
the year the Group had 570 employees, representing a
growth of 32 employees year over year. Consolidated EBIT
for 2023 amounted to NOK 18.5 million from NOK 54.6
million in 2022, affected by extraordinary costs at NOK 35.0
million. The Board of Directors propose a dividend of NOK
1.00 per share for the General Meeting in May 2024.
Although we noted a decrease in demand for IT consulting
services in 2023, the long-term trend towards increased
digitalization remains unchanged. Webstep has a robust,
proven and further developed business model, and the
relative share of Webstep's revenue from large customers is
rising, atop a mixed and loyal customer base.
Structural actions have been taken to prepare Webstep for
2024. The organisation has been streamlined, including a
restructuring of our Oslo division. Concurrently, we've
optimised our sales team, improved scalability, and reduced
overhead costs. In response to ongoing challenging market
conditions in specific regions, we have also reduced the
number of consultants where necessary.
As Webstep enters 2024, we have a solid order book and a
strong position in the market. Our top-tier professionals and
cultivated workplace are considered our greatest assets, and
we serve as a premier hub of consultants fulfilling our
customers' project and solution requirements.
Operations
The board of directors’ report for the Webstep group
comprises the parent company Webstep ASA and its
subsidiaries (Group). Webstep ASA is a Norwegian public
limited liability company headquartered in Oslo, Norway. The
Group has offices in Norway and Sweden and had 570
employees as of 31 December 2023, 32 more than 31
December 2022.
The Company’s shares are listed and traded on Oslo Børs
under the ticker WSTEP. Webstep's business is conducted
through the Group’s two subsidiaries, Webstep AS in Norway
and Webstep AB in Sweden. The Group has offices in Oslo,
Bergen, Stavanger, Trondheim, Kristiansand and Haugesund
(Norway), as well as in Stockholm, Malmö and Uppsala
(Sweden). Webstep believes in the flexibility and
responsiveness of a decentralised model based on strong
local presence. One part of our sales and delivery model is
that regional offices serve local clients with considerable
autonomy. The second part is the sale and delivery of teams
independent of geographical location. In this way, we
leverage the full expertise and capacity of Webstep.
An important part of the Webstep strategy is to employ and
offer highly qualified senior IT consultants with significant
experience. The Group employed 570 employees at the end
of December, of which approximately 500 were IT
consultants. The Group's consultants have on average more
than 10 years of experience. This creates a solid foundation
for a strong professional environment and high-quality
deliveries. The Webstep work culture is driven by the values
of being skilled, innovative, generous and uncomplicated.
Webstep is a provider of IT consultancy services and offers
expertise to solve demanding digitalization and IT projects
across the private and public sectors. Webstep delivers
stand alone consultants as well as project teams, projects
and solutions. Webstep's revenue from major client accounts
has been increasing throughout 2023 and is now above 40%.
We prioritise simplicity, transparency, and fairness in all
aspects of our organisation. Our flat hierarchy, transparent
processes and incentivised compensation structure attract
top-tier professionals. Both the industry and Webstep require
more women, and Webstep supports initiatives aimed at
improving this situation, including internal, strategic projects
intended to contribute to this goal. The 2024 appointment of
Anne Kristine Lund as Webstep CEO further enhances our
credibility in this area. We also recognize the importance of
corporate responsibility and sustainability as described
below.
Top technology experts
Webstep is a company tailored for top tech experts. We
deliver value through collaboration among our employees
and aim to create the best workplace for and together with
them. In Webstep all employees shall experience
professional environments that deliver quality at every level.
Together, we cultivate the Webstep culture, professional
development, and long-term Webstep careers.
At Webstep, we are committed to providing our employees
with the best total package possible, ensuring long-term
career growth and satisfaction, covering competence
activities, knowledge sharing, professional challenges and
continuous development. The company maintains a healthy
work life balance and a beneficial compensation model,
maintaining clear and transparent communication about
compensation policies and decisions.
6
In a highly competitive market, Webstep strives to be the
best place to work. Our models have been emulated by our
competitors, and we continue to focus on improving the
design and implementation of our workplace.
Webstep provides a unique opportunity for our consultants
to continue their professional development, learning and
growth to ensure that our employees thrive in a supportive
and challenging environment. Our approach to development
is both local and centralised, and involves providing our
consultants with meaningful assignments, professional
networking opportunities, support for learning and a fair and
transparent employment environment.
Through Webstep our consultants are exposed to clients
from a wide range of public and private sectors. This
exposure, coupled with our investment in ongoing training
and development, allows consultants to expand their
knowledge and skills. Additionally, the collaborative nature of
consultancy work fosters a culture of learning, where
consultants can share best practices, learn from each other's
experiences, and continually improve their capabilities.
Employees’ capabilities - our strongest asset
System development represents the core of the Webstep
organisation and deliveries. With approximately 500
service-minded senior consultants specialising in Java, .NET,
Open source, Android, IOS and more, we are one of the
market’s strongest professional environments. In our client
relationships, this opens up for complementary lines of
business and services too, collectively representing a proven
offering to our customers.
Compared to less experienced and skilled ones, great
software developers can be extremely valuable to a
customer in terms of both time-to-market and total cost of
ownership. It takes great skills to produce great work. By
taking a holistic approach to software development great
software developers not only produce functional code but
also code that is well-designed, maintainable and extensible.
“Software craftsmanship”, like any craft, requires skill,
experience, and dedication.
To achieve this goal, software craftsmen and -women
encompass everything from the architecture and design to
the way the code is written and tested. They use best
practices such as test-driven development, continuous
integration, and code reviews to ensure that their code is of
the highest quality. Software craftsmanship also emphasises
communication and collaboration within development teams,
as well as working closely with stakeholders to understand
requirements and feedback. Collaborating to share
knowledge, improve processes, and provide feedback is
crucial for success.
Furthermore, the Webstep approach is, on top of software
development, to offer complementary services and expertise
areas.
Working with architecture is a natural part of developing any
digital solution and systems, and our employees often
assume the role of architects in client projects. Methodical
work with architecture provides scalable, robust, and
future-oriented solutions that enhance a business's ability to
adapt over time.
Technology management encompasses a wide range of
areas. We work with project and program management,
technical project management, as product owners, with
process,- and change management, agile coaching testing
and more. These areas of expertise are all possible
ingredients in the deliveries of teams or projects.
Excellent user experiences are crucial for the success of
digital solutions. Webstep works with insight, concept
development, interaction design, visual design, measurement
and metrics, and adoption of solutions. As with technology
management, working with user experiences is a natural
extension and ingredient in our deliveries.
Through Business Intelligence (BI) sound decision support is
provided and secured. Webstep develops solutions that
extract new insights and valuable information based on a
company's data, and compile data for better
decision-making. Our employees are often responsible for
and/or involved in the data-engineering side, meaning the
more complex tasks on the back-end, such as integration,
data collection, and data organisation.
The sudden rise of generative AI calls for early movers, and
Webstep has already shown the necessary skills and ability
to gain insight into and identify opportunities and limitations.
Through 2023, various Webstep teams have been achieving
significant AI-driven advantages and efficiency gains for our
clients across different industries. Our blend of tech experts,
innovative clients, and hard work is yielding results.
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WEBSTEP | ANNUAL REPORT 2023
Webstep market approach
Webstep offers expert services across three tiers, with the
latter two showcasing a recent emphasis on team-based
deliveries, project staffing, and comprehensive customer
solutions. Developing our market approach has been a
pivotal aspect of Webstep's evolution for two purposes.
● From a customer perspective, it grants access to
expertise and execution capabilities in sub-projects
or tasks, or in entire projects or solutions.
● From a consultant perspective, our approach aims
to provide Webstep employees with attractive
internal career opportunities, offering them a variety
of possibilities.
These tiers include:
Expert Hiring: The traditional method of providing
consultancy services, one by one, and one after another.
Team-as-a-Service (TaaS): This offering enables Webstep to
assemble cross-disciplinary teams to tackle customer
challenges.
Projects and Solutions Deliveries: This encompasses
development projects and comprehensive solutions, often
incorporating a mix of third-party software and system
development.
Offering handpicked technology experts who efficiently
assist in solving customer challenges is the traditional
Webstep market approach. Projects are typically driven and
managed by the clients themselves. These services will
continue to grow based on customer needs, opportunities
within framework agreements, and sales initiatives that open
new accounts.
Through the offering of entire teams we have opened up new
scenarios for our customers where we can more easily
assist them in optimising resource utilisation and availability.
Our main takeaway in 2023, has been that general trust has
been swiftly built up between the parties. The same applies
to the fact that common goals have led to shared success.
TaaS is the fastest-growing segment within the company,
largely driven by further developments within major clients.
Our TaaS deliveries to Equinor, as a part of Equinor’s digital
transformation, is a great example. All six Webstep office
locations in Norway are involved in delivering our services.
In parallel, throughout 2023, Webstep has sharpened its
focus on major framework agreements, either as a lead or as
a supplier alongside other framework agreement partners.
Several of these agreements were secured during the latter
half of 2023, including agreements with the Posten Bring
Group, the Norwegian Directorate of Immigration, the Police
IT Service, and the Norwegian Health Network.
Enova and the Norwegian Environment Agency are typical
examples of customers requesting complete solution
deliveries, showcasing the third delivery method, project
deliveries and solution deliveries.
Our gradual development of our go-to-market model has
yielded clear results. By the end of 2023, our major customer
accounts comprised more than 40% of Webstep's revenue.
8
Financial review
The following financial review is based on the consolidated
financial statements of Webstep ASA and its subsidiaries.
The statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as
adopted by the EU as well as the Norwegian accounting
legislation.
In the view of the board, the income statement, the
statements of comprehensive income, changes in equity and
cash flow, the balance sheet and the accompanying notes,
provide satisfactory information about the operations,
financial results and position of the Group and the parent
company 31 December 2023.
(All amounts in brackets are comparative figures for 2022
unless otherwise specifically stated.)
Consolidated statement of income and comprehensive
income
Total operating revenues amounted to NOK 1,000.0 million,
up 12.6 per cent from NOK 888.4 million in 2022. The
revenue growth was driven by an increased number of
consultants and hourly rates, although negatively affected by
lower utilisation and two less working days compared to last
year. Revenues from subcontractors amounted to NOK 98.4
million (NOK 69.6 million), due to an increase in projects in
collaboration with partners. Revenue from subcontractors
can vary over time depending on whether Webstep goes
prime in larger projects in collaboration with partners.
Webstep’s revenue model is primarily based on hourly fees,
with revenue capacity depending on the number of
consultants and number of working days available. Calendar
effects may therefore cause differences in revenue capacity
between years. The average number of employees in 2023
was 561 (512) and the number of working days was 251
(253) in both Norway and Sweden.
Cost of services and goods sold, primarily from use of
subcontractors, amounted to NOK 93.7 million (NOK 74.7
million) for the year.
Personnel expenses include salaries and benefits, pension,
social security tax, vacation pay and other items. A high
proportion of salary is variable. Webstep’s salary model is a
merit-based model where the consultants have a base salary
in addition to a variable pay as a fixed share of the billate
rate. Consultants in an onboarding phase after employment
or in-between projects receive a guaranteed base salary,
which is the main driver for higher personnel expenses in
periods with high onboarding activity or reduced utilisation.
Salaries and personnel costs amounted to NOK 783.7 million
(NOK 686.7 million) for the full year. The increase is
explained by increased number of employees, and higher
variable pay as a result of increased revenue. In addition, the
increased Norwegian employer’s contributions that were
implemented in 2023, caused NOK 9.0 million higher costs
than 2022.
The increase is also affected by severance packages related
to downsizing of non-billable employees, downsizing of
consultants in areas with reduced market demand and CEO
transition. These costs of total NOK 12.3 million relate to
salary commitments for 2024, and are provisioned for in the
2023 accounts.
Other operating expenses amounted to NOK 56.9 million
(NOK 50.8 million) for the full year. The increase is mainly
explained by higher costs related to external services and
office locations in addition to software and equipment, while
positively impacted by reduced conference and course
attendance.
Depreciation and impairment costs were NOK 47.2 million
(NOK 21.6 million). The increase is primarily explained by the
NOK 25.0 million impairment of acquisition-related goodwill
for Webstep Sweden. The anticipated value of future results
in a declining Swedish market necessitated the impairment.
Note that depreciation and impairment for 2022 included a
write-down of lease that amounted to NOK 1.8 million.
Total consolidated EBITDA amounted to NOK 65.7 million
(NOK 76.2 million), and EBIT amounted to NOK 18.5 million
(NOK 54.6 million). EBIT is affected by the extraordinary
costs related to impairment of goodwill for Webstep Sweden,
downsizing the number of non-billable employees and CEO
transition. EBIT adjusted for these one-off costs is NOK 53.5
million. In addition comes increased costs related to the
increased Norwegian employer’s contributions that were
implemented in 2023.
Net financial costs were NOK 5.4 million (NOK 4.4 million)
and income tax expense amounted to NOK 8.6 million (NOK
11.8 million). Net profit for the year was NOK 4.4 million
(NOK 38.4 million). Net profit adjusted for one-off costs is
NOK 39.4 million. A correction of tax expense has been
executed between the publication of the interim fourth
quarter report and the annual report, affecting the net profit
result positively with NOK 0.7 million, ending at NOK 4.4
million.
Consolidated financial position
Total assets on 31 December 2023 amounted to NOK 708.2
million (NOK 679.0 million). A correction of lease liabilities
against prepayments has been executed between the
publication of the interim fourth quarter report and the
annual report, resulting in total assets NOK 0.6 million lower
than first reported.
Non-current assets were NOK 471.3 million (NOK 461.8
million) and consisted mainly of intangible assets. Intangible
assets amounted to NOK 358.2 million (NOK 380.1 million),
9
WEBSTEP | ANNUAL REPORT 2023
and comprised primarily of acquisition-related goodwill. The
reduction is due to a NOK 25.0 million impairment of
acquisition-related goodwill for Webstep Sweden. There are
no indications that impairment is required for the Norwegian
unit. Right-of-use assets related to office rentals and car
leases have been recognized in the balance sheet at the total
amount of NOK 98.0 million (NOK 65.1 million). Total current
assets of NOK 236.9 million (NOK 217.2 million) is adjusted
by NOK 0.6 million from what was reported in the fourth
quarter report, due to a reduction of lease liabilities against
prepayments. Total current assets consisted of trade
receivables, other current receivables and cash and
short-term deposits. Trade receivables amounted to NOK
156.0 million (NOK 145.7 million). Revenues are invoiced on
a monthly basis. Other current receivables were NOK 5.3
million (NOK 9.1 million), Cash and short-term deposits
amounted to NOK 75.5 million (NOK 62.3 million).
Total equity on 31 December 2023 was NOK 359.2 million
(NOK 393.4 million). The change is mainly due to the
dividend paid in 2023 and change in earnings for the year.
Non-current liabilities amounted to NOK 81.6 million (NOK
54.4 million), NOK 0.6 million lower than what was reported
in the unaudited interim fourth quarter report. The
adjustment is due to a reduction of lease liabilities against
prepayments. Non-current liabilities consisted mainly of
non-current leasing liabilities of NOK 80.3 million (NOK 52.9
million). Current liabilities of NOK 267.4 million (NOK 231.2
million) consisted of current leasing liabilities, trade
payables, tax payables, social taxes and VAT and other
short-term liabilities.
Cash flow
Total net cash flow amounted to NOK 13.2 million (NOK 15.7
million) in 2023. Net cash flow from operating activities
amounted to NOK 76.5 million (NOK 74.0 million) in 2023.
The change in cash flow from operations compared to 2022
can primarily be explained by change in receivables and
liabilities.
Net cash flow from investing activities was negative NOK 5.5
million (negative NOK 10.7 million). The investments are
mainly related to equipment for new employees and office
upgrades, and the level of investments were reduced from
2022 to 2023. The nature of the Company’s operations
requires relatively low levels of investments, and the
Company has a sufficient ability to finance any investment
required as part of its regular operations through its net cash
flow from operating activities.
Net cash flow from financing activities was negative NOK
57.8 million (negative NOK 47.6 million). The financing
activities in 2023 mainly consist of payment of dividends and
payment of lease liabilities.
The Group had an unutilized Revolving Credit Facility (RCF)
with SpareBank1 SR-Bank of NOK 110 million and SEK 5
million with SEB. The Group has not been in breach with the
covenants of the RCF during 2023. See notes 17 and 21 for
further details.
Segment information
The Group’s activities are organised in two geographical
segments, Norway and Sweden. Revenues and results are
recorded in the entity where they occur and hence reported in
the segment, in which the legal entity belongs. Segment
performance is evaluated on the basis of revenue and EBIT
performance. Assets and liabilities are not allocated between
the segments.
Norway is the largest segment, accounting for 86 per cent of
the consolidated operating revenues in 2023.
Norway
Webstep Norway is headquartered in Oslo and also has
offices in Bergen, Stavanger, Trondheim, Kristiansand and
Haugesund. The Group provides high-end IT consultancy
services to a broad range of public and private clients across
the country.
Total operating revenues for 2023 came to NOK 857.7 million
(NOK 761.6 million), up 12.6 per cent compared to 2022. The
change in revenue is mainly driven by a higher number of
employees and increased hourly rates, although negatively
affected by lower utilisation. Revenues from subcontractors
and resale of licences amounted to NOK 68.5 million (NOK
45.7 million).
EBIT for the full year came to NOK 17.0 million (NOK 47.7
million). The change in EBIT is primarily explained by one-off
costs at NOK 35.0 million related to impairment of
acquisition-related goodwill of Webstep Sweden and
overhead cost-reduction. EBIT adjusted for these one-off
costs is NOK 52.0 million. In addition, EBIT was affected by
increased costs due to the Norwegian employer’s
contributions that were implemented in 2023 amounting to
NOK 9.0 million.
Webstep Norway had 471 employees on 31 December 2023
(444 employees). The average number of employees in 2023
was 459 (425).
Sweden
Webstep Sweden has offices in Stockholm, Malmö, and
Uppsala. Webstep Sweden serves clients in different
industries, mainly in the private sector, and delivers the same
10
high-end IT consultancy services as Webstep Norway,
primarily within the Group’s core digitalization offering.
Operating revenues for the full year came to NOK 142.3
million (NOK 126.9 million), an increase of 12.2 per cent.
Revenues from own consultants were primarily impacted by
increased number of consultants, but offset by lower
utilisation due to the reduced market demand. Revenue from
sub-contractors amounted to NOK 29.9 million (NOK 23.9
million).
Adjusted for fluctuation in exchange rates, revenue grew by
6.6 per cent compared to 2022.
EBIT for 2023 came to NOK 1.4 million (NOK 6.9 million). The
year has been characterised by a decline in the Swedish
market, with prolonged sales cycles and reduced market
demand. Following strong organic growth, Webstep Sweden
is particularly exposed to market changes as the strong
growth in number of employees amplifies the negative
impact of lower utilisation. EBIT is affected by measures
initiated following the market slowdown and salary
commitments in a year of decreased utilisation. The financial
statement of Webstep Sweden is not affected by the
impairment of goodwill.
Webstep Sweden had 99 employees 31 December 2023 (95
employees). The average number of employees in 2023 was
101 (86).
Research and development
The nature of the business of Webstep, is to contribute to the
digital R&D processes of the Group’s customers, and to
explore the opportunities created by new technologies.
The Group did not have any defined R&D initiative in 2023
which met the criteria of an intangible asset. The recognition
as an asset is based on the management's assessment of
future economic benefits from the projects and that the
criteria in IAS 38.57 is met.
The Group had no R&D initiative that qualified for the
government R&D tax incentive scheme (SkatteFUNN) in
2023.
Risk and risk management
The Group is exposed to various risks and uncertainties of
operational, market, financial and regulatory character.
Webstep identifies and manages risks on an ongoing basis
as part of our established structure for internal control. The
risk assessment gives input to both the annual strategy
process as well as the annual revision of the established
control structure and control activities, to verify that these
have a good coverage and work efficiently according to the
identified risks.
The risk factors described below have been identified as key
risks by the management. The list is not exhaustive.
Business Risk
The Group is exposed to business risk especially related to
the following areas.
Market development The Group's results are affected by
macroeconomic development and demand for its services.
The Group’s large diversity of customers combined with
various projects in different sectors and geographic areas,
have a somewhat mitigating effect on the market risk
exposure. Long-term contracts and consistent deliveries over
time have secured a low-volatility price structure. The
variable salary model for the consultants also reduces
market risk exposure as the salary expenses to a large extent
correlate with revenues.
Webstep has a strong local presence. The proximity to our
customers and local market insight is making it easier to
actively use the collaboration between regions to mitigate
the risk of local market changes.
Access to employees The employees are the most important
asset of Webstep. In order to ensure stable growth, the
Group is dependent on being an attractive employer to retain
and attract new employees. Webstep’s strategy is to
continuously invest in new technological trends and services,
provide interesting and challenging assignments, and to offer
attractive remuneration and benefits to its employees. The
compensation model is based on a high proportion of
variable salary, which is closely linked to the consultants’
individual performance.
Project risk and potential legal liability Consultancy
businesses are exposed to the risk of disagreements and
legal disputes related to client projects. A majority of the
Group’s assignments are based on standardised agreements
with “Time & Material” pricing and monthly invoicing, which
implies limited risk per contract.
If the consultant can be held responsible for gross
negligence or willful misconduct, the Group may be liable to
damages. In order to reduce these risks, according to market
practice, the Group has insurance coverage for professional
liability, occupational injury, general liability and employee
dishonesty.
The Group has in the past been, and may in the future be,
subject to legal claims, including those arising in the normal
course of business. Contracts may contain penalty clauses
for the Group's failure to timely deliver or failure to meet
agreed service levels and the Group may face claims as a
result of breach of contract.
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WEBSTEP | ANNUAL REPORT 2023
An unfavourable outcome on any litigation or arbitration
matter could require that the Group pays substantial
damages, could prevent the Group from selling certain of its
products or services, or in connection with any intellectual
property infringement claims, it could require that the Group
pays ongoing royalty payments. A settlement or an
unfavourable outcome on any litigation or arbitration matter
could have an adverse effect on the Group's operating
revenue and profitability.
Changes in laws and regulations in the markets where
Webstep operates could hinder or delay the Group's
operations, increase the Group's operating costs and reduce
demand for its services. Changes in laws and regulations
applicable to the Group could increase compliance costs,
mandate significant and costly changes to the way the Group
implements its services and solutions, and threaten the
Group's ability to continue to serve certain markets.
Another risk in projects may pertain to the Company's
reputation, if the work delivered in a project does not have
sufficient or expected quality it could harm the Company's
reputation.
Financial Risk
The Group’s executive management team and the board of
directors monitor the following financial risk factors on an
ongoing basis and take the necessary actions when required.
Credit risk exposure for the Group is influenced mainly by the
individual characteristics of each customer. Webstep
engages with large and regular customers and has had low
historical losses on receivables. Webstep has a diversified
portfolio of customers in various industries.
Price risk Changes in the market can lead to a decline in
hourly rates for IT services, which will impact the Company's
revenue. Changes in customer demand, increased
competition, technological changes, or similar factors can
influence the market development. The variable salary model
of the consultants reduces the risk exposure as the salary
expenses to a large extent correlate with revenues.
Currency risk refers to the exposure through operations
across different countries, in regard to unpredictable gains or
losses due to changes in the value of one currency in relation
to another currency. Webstep operates in Norway and
Sweden and fluctuations in exchange rates between NOK
and SEK could affect the Group's business, results of
operations, cash flows, financial condition and/or prospects.
Currently, the Group does not have any hedging positions in
place to limit the exposure to exchange rate fluctuations. The
Group has assessed the currency risk to be limited, since the
Group entities endeavour to match income and expenses as
well as assets and liabilities in the same currency.
Interest rate risk exposure is primarily in relation to the
Group’s revolving credit facility, issued at floating interest
rates based on NIBOR (Norwegian Interbank Offer Rate). As
such, movements in interest rates could affect the Group's
business, results of operations, cash flows, financial
condition and/or prospects. The Group does not currently
have any hedging positions in place to limit the exposure to
interest rate fluctuations, but are monitoring the
development. The Group evaluates the interest rate risk to be
low due to the low net debt and strong financial position for
the Group.
Liquidity risk arising from the Group not being able to meet
its financial obligations as they fall due, is considered low.
The Group’s approach to manage liquidity risk is through
proper liquidity planning to ensure, as far as possible, that it
will always have sufficient liquidity to meet its liabilities when
due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the
Group’s reputation. Executive management has monitoring
controls in place to ensure that the Group has sufficient
liquidity.
Going concern
The annual accounts have been prepared on a going concern
assumption. The board has confirmed that this assumption
can be made on the basis of the Group’s budgets and
long-term forecasts.
12
Parent company results and allocation of net
profit
Webstep ASA is the parent company of the Group. The
Company facilitates and supports internal processes
throughout the Group, especially in areas such as finance,
business development, communication and marketing. The
annual financial statements for Webstep ASA are prepared in
accordance with the Norwegian Accounting Act and the
regulations on simplified application of international
accounting standards (IFRS).
The Company had an operating loss of NOK 23.8 million in
2023 (NOK 25.6 million). The Company’s net financial
revenue for 2023 was NOK 20.1 million (NOK 54.4 million)
and mainly consists of Group contributions from its
subsidiary, Webstep AS. The net financial revenue was
negatively affected by other finance expenses related to the
impairment of cost price of shares in Webstep AB at NOK
25.0 million. Profit before tax amounted to negative NOK 3.8
million (positive NOK 28.8 million). Net profit was negative
NOK 8.4 million ( NOK 22.4 million). The overall decrease in
profit before taxes, relates to the finance expenses related to
the write down of purchase prices shares for Webstep AB,
and decrease in Group contribution NOK 53.7 million (NOK
59.1 million).
The book value of the Company’s investments in the
subsidiary companies 31 December 2023 is NOK 407.1
million (NOK 432.1 million). The change is explained by the
impairment of Webstep Sveden.
The Company is the administrator and owner of the Group’s
bank accounts in Norway, and hence the positive cash flow
generated by the Group increases the cash position of the
Company. Any deposits generated by the Norwegian
subsidiary are classified as liabilities to Group companies. At
year-end the cash and short-term deposits amounted to NOK
63.1 million (NOK 42.1 million), and the liabilities to Group
companies amounted to NOK 252.7 million (NOK 205.2
million). Total receivables from Group companies amounted
to NOK 61.6 million (NOK 65.2 million). Equity amounted to
NOK 239.4 million (NOK 273.5 million), which corresponds to
an equity ratio of 44.9 per cent (50.6 per cent). Changes in
equity is mainly explained by profit for the period offset by
the proposed dividend for 2023.
The Board of Directors considers that Webstep ASA had
adequate equity and liquidity at the end of 2023. The Board
of Directors will propose an ordinary dividend of NOK 1.00
per share for approval by the Annual General Meeting 16 May
2024. The proposed dividend amounts to a total NOK 27.6
million.
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WEBSTEP | ANNUAL REPORT 2023
14
Corporate Responsibility Statement
Webstep has a strong vision of making positive contributions
to society. The Group aims to create value in the interaction
between people and technology, in everyday life, in
businesses and in society. By acknowledging the Company’s
responsibility, Webstep strives to generate profitability
through its operations without compromising ethical values,
and with respect for individuals, the environment, and
society. Webstep can create value through digitalization and
the development delivered for the Company’s customers, in
addition to having proper guidelines for the Company's
operations with a focus on environment and climate, social
responsibility, and corporate governance. Of these, the last
two factors, social responsibility and corporate governance,
are the most prominent for an IT consultancy firm like
Webstep.
Webstep is a provider of IT consultancy services and offers
expertise to solve demanding digitalization and IT projects in
the private and public sector, in a number of different
industries including banking, finance and insurance, public
administration, agriculture and food production, IT and
telecommunication, commerce and transportation. Webstep
aims to be at the forefront of technological development.
The Group has guidelines for corporate responsibility and
ethical behaviour which are part of the employees’ work
agreements. Webstep’s guidelines for corporate
responsibility are based on the UN Global Compact’s ten
principles on human rights, labour, environment and
anti-corruption. Webstep’s guidelines emphasise among
others ethical behaviour, strong data security, and encourage
best practice with regard to financial and practical business
processes. All employees are required to comply with the
Company’s established guidelines which are essential to
build strong relationships with clients, suppliers and
partners.
The nature of Webstep’s operations, delivering IT services,
implies relatively low inherent risk within areas for corporate
responsibility such as environment, social conditions, work
environment, discrimination, human rights, corruption,
bribery and equal opportunities. In addition to due diligence
assessments regarding the Transparency Act, Webstep
performs an annual risk assessment of business and
financial matters as well as Corporate Responsibility. The
risk assessments are carried out annually and the results are
reported to the board of directors. The risk assessment
procedure provides input both to the annual strategy process
and the annual revision of the established control structure
and controls. The aim is to verify that these secure proper
control coverage and work efficiently according to the
identified risks.
Employees
Webstep is a people company and our employees are our
most important asset. Our business model thrives when our
consultants stay with the company over a long time. At a
strategic level, in order to secure both low churn and a steady
inflow of new employees, we are continuously building the
best workplace for Webstep employees in terms of health,
safety and environment management. Webstep is committed
to providing fair and favourable working conditions, skills
development, exciting tasks, and a positive social
environment. The Company has a zero-tolerance policy
against harassment, bullying and discrimination, and is
equally supporting the employees’ personal and professional
development.
Work environment, company culture and employees rights,
terms and benefit
In line with being a people company, Webstep emphasises
the work environment and the employees’ rights, terms and
benefits, as well as their opportunities for personal
development on and off work. This is based on the idea that
employees thrive in an environment built on trust, with the
opportunity to make a difference, and freedom to take
responsibility and make mature decisions in the best interest
of oneself, the customers and the organisation. This focus
supports Webstep’s ability to deliver as an IT consultancy,
with the employees being the greatest asset.
Webstep whistleblowing guidelines are designed to reassure
the employees that any matters reported will be taken
seriously, heard and assessed, followed up and answered.
Webstep has an established working environment committee
(AMU) with selected representatives from the employees and
the administration of Webstep. Further, there are three
selected employees serving as board members in Webstep
AS and observers to the board of directors in Webstep ASA.
The Group puts great emphasis on building a strong
company culture and a healthy work environment in and
across all its geographical locations. The Webstep work
culture is driven by the values of being skilled, innovative,
generous and uncomplicated. The board of directors
considers the work environment to be good and the
collaborative relationship with employee observers to the
board is perceived as positive.
Webstep runs annual employee surveys. The 2024 report,
with a response rate of 78%, run in February 2024, covers the
2023 employee experiences.
Willingness to recommend an employee to others is
indicated as the Employee Net Promoter Score, which is a
commonly used measure of employee loyalty. Generally, an
eNPS score above 0 is considered a strong result, with +20
being very strong and -20 being very weak. Webstep's eNPS
for 2024 is 44.
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WEBSTEP | ANNUAL REPORT 2023
The areas of measures are working environment, personal
development and culture and leadership. Webstep has
considerably higher results than Netigate’s benchmark for all
question areas (Netigate being a recognized survey
supplier). For further information, see the Equality and anti
discrimination statement.
The illustration below shows key indexes from the
Employee Survey for 2024.
Sickness and injuries
Webstep works systematically with health, safety and
environment management and makes efforts to mitigate
health risks and prevent injuries. No accidents or injuries
were registered neither in 2023 nor 2022. The employees on
long-term sick leave are closely followed up by their
respective managers, and the reasons for the sick leave are
not considered to be work environment related. The sickness
rate in the Company was for 2023 2.8 per cent, while for
2022 the rate was 2.9 per cent.
16
Environment and society
Webstep aims to create profitability without compromising
ethical values, and with respect for individuals, the
environment and the society at large. Webstep recognizes its
responsibility as an organisation and employer to contribute
to the achievement of UN’s Sustainable Development Goals
(SDGs). Among the listed SDGs, Webstep believes the
Company can have a significant impact on - hence a strong
internal focus on the following five of the UN Sustainable
Development Goals:
Although Webstep’s operations have a limited negative effect
on the environment, the Group makes systematic efforts to
reduce the environmental impact of its business. The
Norwegian subsidiary of Webstep has received an
Eco-Lighthouse certification (Miljøfyrtårn), and has reviewed
its routines and processes in order to be able to contribute to
the green shift in the best possible way. This includes
sustainable procedures and processes in areas including
business travel, procurement and waste management.
The Group has conducted an analysis of its business in
accordance with the EU taxonomy and conducted a double
materiality analysis in accordance with CRSD.
Ethics, fundamental human rights and proper working
conditions
Webstep’s ethical guidelines shall ensure a high ethical
standard for personal behaviour and good business practice,
outlining the expectations and obligations that each
employee has in order to develop a healthy corporate culture.
All employees acknowledge the ethical guidelines upon
commencement in the company. This is done to ensure the
correct understanding of the ethical standards the company
operates under. Breach of the Group's ethical guidelines shall
be reported in accordance with the procedures for reporting
of unacceptable conditions.
Webstep's commitments to human rights and decent
working conditions are anchored in the Group's internal
policies and procedures that all employees must
acknowledge. This includes, among other things, the Group's
Code of Conduct, ethical guidelines, corporate social
responsibility guidelines, and guidelines for health, safety,
and environment.
Webstep has conducted due diligence assessments in
accordance with The Transparency Act. The Transparency
Act aims to reduce the risk of human rights violations and
ensure decent working conditions within the company, in the
supply chain and among partners.
In the evaluation process, suppliers of significant size have
been assessed, as well as according to the industry in which
the supplier operates and the type of service or delivery they
provide to the Group, their geographical affiliation, and
Webstep's real influence on the supplier. Based on the results
of the assessments and nature of Webstep's business as a
provider of IT consulting services, the Group assesses the
risk of human rights violations in the value chain and
business in general to be relatively low, but will monitor by
performing annual due diligence assessments. For a
comprehensive overview of Webstep’s work in conducting
due diligence assessments and fulfilling the requirements of
the Transparency Act, a separate report is provided on
webstep.no.
Work against corruption and bribery
Webstep has a zero-tolerance policy for corruption. All
employees are expected to promote a strong anti-corruption
culture. The Group actively works to prevent undesirable
behaviour and empowers its employees to handle
challenging situations, demands, and expectations in order
17
WEBSTEP | ANNUAL REPORT 2023
to comply with ethical guidelines.The group has established
processes for whistleblowing and procedures for handling
incoming alerts.
Equality and non-discrimination, diversity and inclusion
Webstep’s commitment to ensure diversity, promote equality,
and prevent discrimination is integrated into the Company’s
policies and values.This includes discrimination based on
beliefs, ethnicity, gender, gender identity, gender expression,
sexual orientation, age, disability, pregnancy and caregiving
tasks, or skills and experience amongst others.
The IT consulting industry is characterised by a high share of
male employees. Webstep recognises its responsibility to
always strive for a better gender balance, and increasing the
proportion of female employees is an explicit strategic
initiative for Webstep. Webstep also acknowledges that the
share of women in the Company’s management is low. The
appointment of the first woman as CEO of the company in
March 2024, following a process initiated towards the end of
2023, confirms Webstep’s willingness and ability to act on
this strategic initiative.
As of 31 December 2023, the Group had a total of 570
employees (538). The proportion of women increased from
16 per cent at the end of 2022 to 18 per cent at 31
December 2023.
In Webstep’s work on equality, a four-step model has been
emphasised, through assessing possible risks of
discrimination and potential obstacles, putting in place
initiatives and measures to further promote diversity and
evaluating this work to make further progress.
With regard to the IT industry at large, Webstep works hard to
promote IT to future generations of women in order to
contribute to the closing of this gender gap. The activities
include actively participating in public debates as well as
supporting events focused on women in technology. In 2023
Webstep invested time and resources to support 50 most
prominent women in tech by Abelia/Oda Network, TENK
Tech Camp for girls aged 13-18 as well as Jenter og
teknologi organised by Abelia, Girl Tech fest and the initiative
SheCodes.
Internal control framework
Webstep has an overall internal control structure based on
the COSO (Committee of Sponsoring organisations) Internal
Control Integrated Framework, securing strong and
sustainable corporate governance.
The COSO Framework is a system used to establish internal
controls to be integrated into the business processes.
Collectively, these controls provide reasonable assurance
that the organisation is operating ethically, transparently and
in accordance with established industry standards. The main
elements of the framework are control structure, risk
assessment, controls (mitigation of risks), communication
and review.
The Control Structure of Webstep guides the daily operations
and decisions in the Company. The prominent laws and
external guidelines within Corporate responsibility are well
covered (The Equality and Anti-Discrimination Act, The
Working Environment Act, The Transparency Act, in addition
to Webstep’s commitment to the UN Sustainable
Development Goals). The key documents of the Webstep
Control Structure are the Group’s Corporate Governance
Policy, the Company’s dedicated values, corporate guidelines,
quality policy and due diligence policy.
18
The Equality and Anti-Discrimination Act
The Equality and Anti-Discrimination Act can be found at this
section in the Annual report.
Corporate governance
Good corporate governance provides the foundation for
long-term value creation, to the benefit of shareholders,
employees and other stakeholders. The board of directors of
Webstep has established a set of governance principles in
order to ensure a clear division of roles between the board of
directors, the executive management and the shareholders.
The principles are based on the Norwegian Code of Practice
for Corporate Governance.
Webstep is subject to annual corporate governance reporting
requirements under section 3-3b of the Norwegian
Accounting Act and the Norwegian Code of Practice for
Corporate Governance, cf. section 4.4 of the continuing
obligations for issuers of shares pursuant to Oslo Rule Book
II – Issuer Rules. The Accounting Act may be found (in
Norwegian) at www.lovdata.no. The Norwegian Code of
Practice for Corporate Governance, which was last revised
on 14 October 2021, may be found at www.nues.no.
The annual statement on corporate governance for 2023 has
been approved by the board and can be found at this section
in the Annual Report.
Share and shareholder matters
The Company's shares have been listed on Oslo Stock
Exchange since 11 October 2017. Webstep has only one
share class, where all shares have equal rights in the
Company.
The shares are traded under the ticker WSTEP and had a
closing price 31 December 2023 of NOK 21.50.
The total number of outstanding shares 31 December 2023
was 27.6 million (excl. treasury shares). The shares are
registered in the Norwegian Central Securities Depository
(VPS). The Company's registrar is SR-Bank ASA. The shares
carry the securities number ISIN NO 0010609662.
Dividend policy
Webstep has an ambition to create long term shareholder
value in the form of dividend payments and share price
appreciation over time. Dividend payments will be
considered in light of the Company's financial situation and
investment plans. The Company's objective is to pay annual
dividends representing minimum 75 per cent of the Group’s
net profit.
In deciding whether to propose a dividend and in determining
the dividend amount, the board of directors will take into
account legal restrictions, the Company's capital
requirements, including capital expenditure requirements, its
financial condition, general business conditions and any
restrictions that its contractual arrangements in place at the
time of the dividend resolution may place on its ability to pay
dividends and the maintaining of appropriate financial
flexibility. Except in certain specific and limited
circumstances set out in the Norwegian Public Limited
Companies Act, the amount of dividend paid may not exceed
the amount recommended by the board of directors.
The board of directors intends to propose a dividend of NOK
1.00 per share to the Annual General Meeting that will be
held in May 2024.
Long-term incentive program
The annual general meeting in 2019 approved a three year
long long-term incentive program (the “Long-term Incentive
Program” or “LTIP”) for the Company's executive
management and other key personnel as decided by the
board of directors. The LTIP has an initial term of three years.
The number of options granted in each respective year
cannot exceed 2.5 per cent of the Company's share capital.
The total number of issued options under the program
cannot constitute more than 8 per cent of the Company's
share capital at any time. The LTIP is structured so that 25
per cent of the options may be exercised following the first
anniversary of the grant date, an additional 25 per cent of the
options may be exercised following the second anniversary
of the grant date and the outstanding 50 per cent of the
options may be exercised following the third anniversary of
the grant date. The options expire following the fifth
anniversary of the grant date. The exercise of options is
conditional on continued employment in the group at the
exercise date.
The exercise price of the share options is equal to the
volume-weighted average market price for the Company’s
shares on the Oslo Stock Exchange the six trading days prior
to the grant date of the relevant option. The share options
vest if the senior executive remains employed during the
vesting period. The total number of outstanding options in
the Company is 1,165,170 on 31 December 2023 The
outstanding options may be settled in cash. The potential
dilution through the LTIP accounts for 228,026 shares for the
year 2023. During the year a total of 42,461 vested shares
were exercised. See note 22 and the Remuneration Report
available at the Webstep’s website for further details.
Changes to the executive management and board of
directors
Executive Management Save Asmervik stepped down from
his position as CEO in November 2023 and Kjetil Bakke
Eriksen was appointed interim CEO with immediate effect
until a permanent CEO takes over . As a result of this, Kjetil
Bakke Eriksen resigned from his position as Chair of the
19
WEBSTEP | ANNUAL REPORT 2023
board Bakke Eriksen served as CEO of Webstep from 2006 to
2019 and has a solid knowledge of Webstep’s business and
culture. In March 2024 the Board of Directors announced
that Anne Kristine Lund was appointed new CEO. Lund will
assume the position on 1 May 2024.
Ida Amalie Oma has been CFO from 1 January 2023.
Erlend Nævdal, Director Business Development, stepped
down from the executive management at the end of 2023.
Board of Directors At the annual general meeting 4 May
2023 the board members Trond K. Johannessen, Trygve C.
Moe and Toril Nag resigned from the board. The general
meeting elected Anna Söderblom, Bendik N. Blindheim, David
Bjerkeli, Kari Mette Toverud and Kjell Magne Leirgulen as
new board members.
The Board called for an Extraordinary General Meeting 5
January 2024. The general assembly elected Kjell Magne
Leirgulen as Chair of the Board and Kari Mette Toverud
resigned from the board..
Directors’ and Officers’ Liability Insurance
Webstep has signed a directors’ and officers’ liability
insurance agreement with QBE Europe SA/NV covering the
board of directors and executive management.
Events after the balance date
After the balance date, the Board announced in March 2024
that Anne Kristine Lund was appointed new CEO. Lund will
assume the position on 1 May 2024.
No events have taken place after the balance sheet date that
would have had a material effect on the financial statements
or any assessments carried out. No material acquisitions or
disposals of companies were carried out after the balance
sheet date.
20
Outlook
These forward-looking statements convey current viewpoints
regarding future events and inherently involve substantial
risks and uncertainties.
Profitable growth is key to Webstep going forward. As we
step into 2024, we have optimised our organisation to
enhance profitability, yielding annual cost savings of around
NOK 21 - 25 million, with a minimum of NOK 21 million
expected to take full effect in 2024. We have downsized with
11 non-billable positions, undergone necessary restructuring
and geared towards providing enhanced customer value.
Facing 2024, tougher markets seem not to have hindered the
enduring and long lasting trends of digitalisation across
public institutions and private sector industries. Digitalisation
is crucial for innovation and competitiveness, with the rapid
emergence of generative AI further driving this momentum.
Webstep not only maintains a robust presence among our
clients and in the market, but also demonstrates capability in
navigating the challenges posed by a digitised world.
Effective resource utilisation and strong sales efforts are
Webstep key focus areas moving forward. Additionally,
prioritising profitability is essential for us. Webstep is well
positioned to maintain and develop strong deliveries and
customer relations..
In recent years, Webstep's business model has evolved from
selling individual consultants for specific assignments to
also providing expert teams. This expansion accelerated
throughout 2023, impacting how we collaborate across
offices and approach large clients facing significant
digitalisation challenges and tasks.
In 2023 the ten largest clients accounted for approximately
40% of the Company's revenue. Webstep has significantly
strengthened its deliveries to large clients, both through
targeted sales efforts in general and successful
management of large framework agreements in the public
sector.
Webstep is built to attract top-tier professionals capable of
delivering high-value solutions. Our expertise lies in solving
complex challenges for our clients. This is reflected in the
experience of working at Webstep, our focus on competency
development and our ability to conduct targeted sales
efforts.
In our efforts to achieve digital customer success, deep
business understanding, profound technological expertise,
and a solid grasp of success prerequisites through
technology, are essential. Webstep has a long tradition of
delivering on these strengths, and we believe we are
well-positioned for success in 2024.
The Board of Directors intends to propose a dividend of NOK
1.00 per share. The proposed dividend distribution will be on
the agenda for the Company’s annual general meeting to be
held on 16 May 2024.
The Board of Directors and CEO
Webstep ASA
Oslo, 24 April 2024
Sign.
Sign.
Sign.
Kjell Magne Leirgulen
Siw Ødegaard
Bendik Nicolai Blindheim
Chair of the Board
Board member
Board member
Sign.
Sign.
Sign.
Anna Söderblom
David Bjerkeli
Kjetil Bakke Eriksen
Board member
Board member
Interim Chief Executive Officer
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WEBSTEP | ANNUAL REPORT 2023
Skille ark før bærebraft seksjon
22
Equality and anti-discrimination statement
Introduction
The purpose of Norway’s Equality and Anti-Discrimination
Act is to promote equal opportunities and rights, and to
prohibit discrimination on the grounds of ethnicity, skin
colour, language, religion and beliefs.
As a leading IT consultancy firm, our employees are our most
valuable assets. It is essential for Webstep to be a top
choice for IT professionals. This means tapping into a
diverse talent pool and providing equal opportunities for all.
Diversity goes beyond just ethnicity, beliefs, and gender – it
includes a range of skills, experiences, and perspectives.
This variety enhances our understanding of both our
employees and customers, leading to better solutions for
everyone.
Websteps aims to be a workplace with equal opportunities
and rights for all. Awareness and guidelines on equal
opportunities are emphasised throughout the organisation in
processes such as recruitment, appointment, pay and
customization of working conditions, and in work on
developing attitudes.
To the best knowledge of the board and the executive
management, Webstep does not discriminate on the grounds
of gender, disability, ethnicity, religion or the like.
Webstep’s procedures, guidelines and values
Webstep competes to be a preferred employer in the IT
services industry and for the Group’s position as a great
place to work. Part of this employee offering is the individual
experience of equal opportunity, inclusion and involvement.
The Group’s work on equality emphasises a four-step model,
assessing possible risks of discrimination and potential
obstacles, putting in place initiatives and measures to further
promote diversity and evaluating this work to make further
progress. Specific areas include recruitment, pay and
working conditions, promotions, training & development,
employer assisted provisions and work-life balance.
In order to achieve equality and avoid discrimination, the
efforts are aligned with Webstep guidelines, values and
procedures.
The Group’s governance structure defines that the
management shall report regularly on specific relevant
governance areas. The board holds the management
accountable for risks in all governance areas, including
equality and anti-discrimination.
The working environment committee (AMU) at Webstep,
which includes employee representatives, meets quarterly
with equality and anti-discrimination as a regular item on the
agenda
Current guidelines promote equality, respect and prohibit
discrimination. It is clearly stated in the employee guidelines
that discrimination is not tolerated, and should be reported
immediately. Guidelines and routines are revised on a yearly
basis by AMU and top management.
As part of the Group’s internal guidelines, whistleblowing
routines are established with clear channels of
communication. The whistleblowing routines are based on
the principles of confidentiality, impartiality and
contradiction.
Webstep values of being skilled, innovative, generous and
uncomplicated serve as a foundation for the Company’s
choices and behaviour to the point where all employees,
regardless of their background, should experience the width
of the Group’s offerings and benefits.
An important mitigating factor to the risk of gender pay gap
in Webstep, is the consultant's salary model. The salary
model is based on the revenue they generate, with reference
to the hourly prices defined by the project. For sales- and
department management personnel the bonus pay criteria
are equal for women and men, and the model as such does
not give room for discrimination.
Webstep work on equality and anti-discrimination in
practice
As part of Webstep’s effort to promote equality and prevent
discrimination, measures are adopted to mitigate potential
risks and evaluate in order to make further progress. Health,
safety and environment is also entrenched in the board and
an important item in board and executive management
meetings.
The recruitment process is standardised through Webstep’s
internal control system, and serves to ensure candidates
equal and fair treatment. For key recruitments and
promotions at the managerial level, it is required that
underrepresented groups, such as women, to be represented
as candidates in all processes. This is done in order to
acquire highly qualified diverse talent, and avoid systematic
discrimination.
23
WEBSTEP | ANNUAL REPORT 2023
Annually employee surveys are conducted for the Group, and
serve as a basis of mapping further efforts, initiatives and
improvements.
The survey assesses employee satisfaction within Webstep
overall, on assignments at client sites, and in relation to their
line managers. The experience of inclusion and
psychological safety are key considerations when compiling
the questionnaire. Each year, Webstep's joint working
environment committee reviews the question set before the
survey is finalised and distributed.
Webstep devotes time and resources to initiatives that
promote the position of both current and future women in the
tech industry. The Company’s equality and
anti-discrimination efforts include the following:
Webstep has a strategic initiative to increase the number of
women in the Company, and in the tech industry as a whole.
This is highly prioritised and the Company continually works
to raise awareness about this goal. Among the initiatives are:
● The internal network “Women of Webstep”, is an
important arena for ensuring gender inclusion.
● The “CEO commitment” by Oda, a network for
women in technology, expresses the Company's
commitment to promote equality and
anti-discrimination.
● Webstep sponsors and actively contribute to
multiple initiatives that promote the position of
women in tech. Webstep has contributed to
initiatives that encourage future generations of
female technologists such as SheCodes, TENK tech
camp, Girl Tech fest and Jenter og Teknologi (Girls
and tech).
● In addition Webstep has nominated candidates to
the annual rating of “The 50 most prominent
Norwegian Tech Women” by Abelia/ Oda Network.
where Webstep employees have been nominated.
Webstep has had employees on this list every year
since 2020.
Employee follow-ups are conducted several times a year
between each employee and their manager. This shall
facilitate an open dialogue and opportunity for each
individual employee to express their Webstep experience,
needs and development.
Results
In the annual employee surveys, no systematic deficiencies
were identified that could lead to discriminatory treatment.
No discrimination cases were reported to the AMU or
through the whistleblowing routines in 2023.
Most important takeaways from the 2023-survey is:
● Insignificant - or no - differences between women
and men, and generally very positive feedback on
employee experiences
● An average score for women (82) is slightly lower
than men (84) on the employee satisfaction index
(ESI 0-100 index). The score is slightly lower than
2022, but significantly higher than the benchmark.
● Average scores for women (+39) are slightly lower
than men (+42) on the Employee Loyalty Index
(eNPS -100 to +100 index) - where +20 is
considered very strong, whilst -20 is considered
very weak).
● Mapping the Webstep experience both women
(4.56) and men (4.54) highly agree they can act
according to who they are at Webstep (on a 1-5
scale).
● Webstep women and men both strongly agree or
agree that their work-life balance at Webstep is
good.
Risk assessment
The IT consulting industry is characterised by a high share of
male employees. Webstep works actively to attract female
employees and recognises its responsibility to always strive
for a better gender balance. The Group also recognises that
there is an inherent risk that discrimination could occur in
different processes within the Company, such as recruitment
and promotions. Webstep will mitigate the risk through
processes and policies, in addition to giving the risk focus
internally and contribute to reducing this risk in the industry
by openness and awareness.
Opportunities for training and development are available for
all employees. Being a consultancy company in a knowledge
intensive industry, it is in the best interest of the Company
and employees to offer such opportunities to maintain
competitive advantages. Thus, the risk within this area is
minimal.
Webstep has in addition assessed other areas as required by
Norway’s Equality and Anti-Discrimination Act. Work-life
balance, employer assisted provisions, pay and working
conditions are all areas where the annual employee surveys
strongly confirm that the probability of risks is minimal.
For the year 2023 Webstep have continued the focus on
increasing the share of women employees in all positions
within the Company, work-life balance and flexible parental
leave opportunities. Increasing the proportion of female
employees is an explicit strategic initiative for Webstep.
During 2023, the proportion of women increased from 16 per
cent (84) to 18 per cent (105).
Webstep’s permanent jobs are full-time. For this reason, the
Company has no involuntary part-time working. Employees
who reduce from full-time to part-time do so for welfare
reasons. On 31 December 2023 the Group had no temporary
employees.
24
Webstep promotes equal opportunity for both genders to
take full parental leave, and the Company shall offer flexible
parental leave opportunities. Webstep partially covers the
gap between regular pay and national insurance rate. On
average, women choose to take longer parental leave than
men in the Group.
25
WEBSTEP | ANNUAL REPORT 2023
Statement of EU-taxonomy for
sustainable activities
The EU's framework for sustainable investments aims to
classify what is environmentally sustainable and channel
capital in a more sustainable direction. The taxonomy is a
first step in the EU Commission's action plan for sustainable
growth, with the aim of fulfilling the Paris Agreement and
achieving climate neutrality by 2050. As a "non-financial
undertaking", Webstep reports on turnover, capital
expenditure (capEx) and operating expenses (opEx) related
to taxonomy-eligible and taxonomy-aligned economic
activities, in accordance with EU regulation (2020/852). The
purpose is to make it easier for investors to identify
companies that meet the requirements according to the
taxonomy, and thus contribute to the achievement of at least
one of the taxonomy's six environmental goals.
For the fiscal year 2023, Webstep is obliged to inform about
its activities related to environmental goals 1 and 2, which
deal with climate change mitigation and climate change
adaptation. In addition to reporting what proportion of the
Company's turnover, operating expenses and investment
expenses are associated with the defined activities (eligible),
it will be assessed whether the economic activities meet the
technical criteria in the taxonomy for the economic activity to
be considered "aligned".
Identification of "Eligible Activities"
To identify the areas of the business covered by the
taxonomy, the starting point has been NACE codes and the
description of the economic activities defined by the
taxonomy. Consequently, during the fiscal year 2023, a
review of Webstep's projects has been conducted to map out
which projects are covered. This work has been carried out in
collaboration between project managers and the
administration.
Following the mapping of its activities, Webstep has
identified 2 taxonomy-eligible activities.
Computer Programming, Consultancy and Related Activities
(CCA 8.2)
Most of Webstep's revenue-generating activities are related
to the provision of consultancy services aimed at ICT. The
services primarily relate to systems development through
software craftsmanship, architecture, technology
management, user experiences, business intelligence, and
machine learning. Webstep offers expert services in
digitalisation and IT projects across various industries.
The group's assessment is that the majority of Webstep's
business can be linked to the activity "Computer
Programming, Consultancy and Related Activities" as defined
in Annex II to the Climate Delegated Act (2021/2139). This
activity has the potential to contribute to climate change
adaptation.
To qualify for taxonomy alignment under this activity, the
Group needs to perform a robust climate risk and
vulnerability assessment and implement adaptation
solutions to reduce the most significant physical climate
risks that are material for this activity.
As a result of this activity being defined as an
adapted-activity in the Climate Delegated Act (2021/2139),
Webstep will not be able to present "aligned" turnover from
revenues generated through this activity.
Data-Driven Solutions for GHG Emissions Reductions (CCM
8.2)
Part of the services that Webstep provides are specifically
related to assisting their clients in establishing ICT solutions
to reduce greenhouse gas emissions. These IT services
coincide with the definition of the activity "Data-Driven
Solutions for GHG Emissions Reductions". In connection with
the mapping of this activity, all department leaders at
Webstep have mapped the projects they have delivered
during 2023 that are related to the development of ICT
solutions that enable the reduction of GHG emissions. Each
individual project has been assessed against the description
of the activity in the "Climate Delegated Act (2021/2139).
To make a significant contribution to the environmental
objective of Climate Change Mitigation, the ICT solution
must primarily be used to deliver data and analyses that
enable reductions in greenhouse gases. In addition, where
alternative solutions exist in the market, the delivered
solution must provide significant reductions in greenhouse
gases compared to the alternative solution/technology with
the best result.
Evaluation of whether "eligible activities" are "aligned" with
technical screening criteria
Webstep has reviewed and assessed the technical screening
criteria for both the activity "Data driven solutions for GHG
emissions reductions" and the activity "Computer
programming, consultancy and related activities". The results
of the assessments indicate that the technical screening
criteria for these activities have not been met for the year
2023.
Measurement
The Company's taxonomy KPIs are directly linked to the
accounting policies that underpin the preparation of the
26
group's consolidated financial statements. For additional
information regarding the group's accounting policies, please
refer to note 2 in the financial statements.
Turnover
Turnover represents the group's total revenue from contracts
with customers, as further detailed in notes 5 and 6 of the
annual financial statements.
Revenue included in taxonomy-eligible (not
taxonomy-aligned) includes income from projects that meet
the criteria to be "eligible" under the activities "Data-driven
solutions for GHG emissions reductions" and "Computer
programming, consultancy and related activities". Revenue
from the resale of licenses and other is not eligible, and is
therefore included as non-eligible activities in the table.
CapEx
Capex includes acquisitions of tangible and intangible assets
throughout the fiscal year 2023, before depreciation and any
adjustments of balance values. For further information see
note 11 and 12 to the financial statements. CapEx includes:
- Expenses related to acquisitions of property, plant
and equipment and to intangible assets
- Expenses related to lease costs that are capitalized
in accordance with IFRS 16 Leases.
The group mainly has CapEx that are attributable across the
Company's taxonomy eligible activities. To allocate CapEx to
the taxonomy-covered activities, Webstep first extracted
CapEx that are not directly attributable to the
taxonomy-covered activities and then distributed it to the two
activities based on the proportion of turnover. A distribution
key based on revenue is considered the most appropriate
way to allocate CapEx to the different activities.
Webstep has not defined and adopted a CapEx plan and
therefore has no eligible CapEx related to this (category b).
Webstep also has no activated assets related to output from
taxonomy-aligned economic activities and individual
measures enabling the target activities to become
low-carbon or to lead to greenhouse gas reductions
(category c).
OpEx
OpEx consists of operating expenses considered necessary
for Webstep to provide consulting services. This includes
direct, non-capitalized costs related to:
- Research and development
- Building renovation measures
- Short-term lease
- Other direct expenses related to the ongoing
maintenance of property, plant and equipment,
necessary for these assets to function effectively at
all times.
In research and development and building renovation
measures, costs that do not meet the capitalisation
requirements according to IAS 16 and 38, are included. In
2023, Webstep had not incurred any costs related to these
categories.
Short-term lease refers to short-term rental agreements that
do not meet the capitalization requirements according to
IFRS 16.
Costs that are considered eligible are mainly related to
maintenance of the group's assets, as well as the purchase
of assets that are not capitalised. Webstep primarily has
OpEx that is attributable across the Company's taxonomy
eligible activities. To allocate OpEx to the taxonomy-covered
activities, Webstep first extracts OpEx that is not directly
attributable to the taxonomy-covered activities and then
distributes it to the two activities based on the proportion of
turnover. A distribution key based on turnover is, as
mentioned under CapEx, considered the most appropriate
way to allocate OpEx to the various activities.
27
WEBSTEP | ANNUAL REPORT 2023
Taxonomy tables
Proportion of taxonomy-aligned economic activities -
Turnover
28
Proportion of taxonomy-aligned economic activities -
CapEX
29
WEBSTEP | ANNUAL REPORT 2023
Proportion of taxonomy-aligned economic activities
- OpEx
30
Corporate Reporting Sustainability
Directive (CSRD)
Webstep has started the process of preparing to report
according to CSRD, which the Company is required to from
the fiscal year 2024 onwards. A working committee is
established, where the committee members covers a wide
range of different expertise, roles and perspectives to
address key areas throughout Webstep’s operations. The
CSRD committee reports to the Audit Committee of the
Group, and it is the Board of Directors responsibility that the
reporting is in accordance with required standards.
The CSRD-process follows four steps, where step 1 is
completed.
Double materiality analysis
As part of the CSRD reporting framework, Webstep has
conducted a double materiality analysis. The purpose of the
analysis is to identify which sustainability matters that are
most material to Webstep and the Company’s stakeholders.
The materiality is determined by evaluating Webstep’s
impact on people and society, while also considering the
financial impact ESG-matters have on Webstep. This creates
the scope for Webstep’s CSRD reporting, and also forms the
basis for Webstep’s sustainability strategy and day-to-day
operations going forward.
Stakeholder analysis
Understanding the Group’s stakeholders has been a crucial
part of the work related to the double materiality analysis. To
achieve this, Webstep’s key stakeholders have been
identified. Interviews have then been conducted with a
variety of our stakeholders to understand their different
expectations and ambitions for Webstep.
The results of the interviews indicate that these particular
ESG-areas are of interest to Webstep’s stakeholders:
Environmental:
- Webstep is committed to being a relevant partner in
the field of energy efficiency and digitalisation
through development in projects for our customers.
Going forward, AI technology will play a pertinent
role in these deliveries.
- Circular economy as part of a green IT strategy,
where Webstep will set focus on material recycling
due to the necessity of equipment for the
Company’s operations.
Social:
- Contribute in increasing the proportion of
individuals pursuing IT and technological education,
with an enhanced focus on increasing the
percentage of women in the IT industry.
- High employee satisfaction. Key areas highlighted
include career development and competence
building activities, meaningful projects and work-life
balance.
- Making sure that the right expertise is applied to
projects, so that customers and end-users can trust
the systems and technologies that are being
delivered.
Governance:
- Appropriate and clear guidelines to prevent human
right violations and ensure decent working
conditions, both within Webstep and throughout the
supply chain.
- Internal policies that support Webstep's culture.
- Internal controls that capture deviations, along with
good procedures for handling these.
31
WEBSTEP | ANNUAL REPORT 2023
Impact- and financial materiality analysis
In the analysis, a mapping of all relevant ESG-topics has been
conducted, based on the stakeholder-interviews and the
working committee’s evaluations. It has been assessed
whether the impacts of the identified topics are actual or
potential, negative or positive and where in the value chain
they occur. The assessment has set the base for evaluating
how material the various impacts are, and whether they also
represent a financial opportunity or risk.
Findings from the analysis show that Webstep in several
areas has material positive impact through the Group’s
projects deliveries. These projects cover areas such as
climate and environment, people, society and social
conditions. Other areas with material positive impact include
employment conditions and treatment of own employees,
customers and end-users, protection of data and privacy,
good business practice and corporate governance.
The analysis also found that there are areas of improvement
that are relevant for Webstep. This includes environmental
impact through travel emissions and current IT-strategy, with
regard to reuse, recycle and durability. Additional relevant
areas are preservation of working conditions and rights for
workers in the value chain.
Some of the material impacts also represent a material
financial opportunity or risk to Webstep. The most material
opportunity is related to project deliveries that contribute to a
digital transformation of society, but also working conditions
and treatment of own employees represent an important
opportunity. Webstep’s greatest asset is the employees, and
it is crucial that the Company continue to invest in
competence-and culture building activities. This to ensure
employee satisfaction and that we stay attractive to future
employees, but also to make sure that relevant expertise is
applied to project deliveries.
Identified risks are associated with the lack of adequate and
satisfactory climate management, as well as safeguarding of
data and privacy.
32
33
WEBSTEP | ANNUAL REPORT 2023
34
Financial statements – Group
Consolidated statement of comprehensive income
NOK 000's
Note
2023
2022
Sales Revenues
5
Total revenues
Cost of goods and services (COGS)
(93,714 )
(74,713 )
Salaries and personnel expenses
7,8,22
(783,703 )
(686,728 )
Depreciation and impairment
11,12
(47,184 )
(21,580 )
Other operating expenses
7,24
(56,939 )
(50,769 )
Total operating expenses
(981,539 )
(833,790 )
Operating profit (loss)
Finance income
9
Finance expense
9,24
(7,147 )
(5,389 )
Profit before tax
Income tax expense
10
(8,585 )
(11,838 )
Profit for the year
Attributable to:
Equity holders of the parent
Non-controlling interest
Other comprehensive income that will
be reclassified to the income statement
Foreign currency translation:
Exchange differences on translation of
foreign operations
(2,589 )
Other comprehensive income for the
year, net of tax
(2,589 )
Total comprehensive income for the
year, net of tax
Attributable to:
Equity holders of the parent
Non-controlling interest
Earnings per share
23
Earnings per share, fully diluted
23
35
WEBSTEP | ANNUAL REPORT 2023
Consolidated statement of financial position
31 Dec
31 Dec
NOK 000's
Note
2023
2022
Assets
Intangible assets
11
Fixed assets
12
Right-of-use assets
12,24
Non-current financial assets
13
Deferred tax asset
10
Total non-current assets
Trade receivables
14
Other receivables
14
Cash and short-term deposits
15
Total current assets
Total assets
Equity
Share capital
16
Treasury shares
16
(30 )
(30 )
Share premium
Retained earnings
Shareholders equity
16, 22
Liabilities
Deferred tax
10
Non-current leasing liabilities
24, 17
Total non-current liabilities
Current leasing liabilities
24, 17
Trade and other payables
18
Tax payables
10
Social Taxes and VAT
18
Other short-term debt
18,19
Total current liabilities
Total liabilities
Total equity and liabilities
The Board of Directors and CEO
Webstep ASA
Oslo, 24 April 2024
Sign.
Sign.
Sign.
Kjell Magne Leirgulen
Siw Ødegaard
Bendik Nicolai Blindheim
Chair of the Board
Board member
Board member
Sign.
Sign.
Sign.
Anna Söderblom
David Bjerkeli
Kjetil Bakke Eriksen
Board member
Board member
Chief Executive Officer
36
Consolidated statement of change in equity
Issued
capital
Treasury
shares
Share
premium
Foreign
currency
translation
reserve
Retained
earnings
Total
earned
equity
Non-contr
olling
interests
Total
equity
NOK 000's
Note
1 January 2022
-53
Profit for the period
Other comprehensive
income/(loss)
(2,589 )
(2,589 )
(2,589 )
Sales of treasury shares
16
Share incentive program
22
Share issue
16
Dividends
26
(46,489 )
(46,489 )
(46,489 )
31 December 2022
-30
Profit for the period
Other comprehensive
income/(loss)
Sales of treasury shares
16
Share incentive program
22
Share issue
16
Dividends
26
(46,968 )
(46,968 )
(46,968 )
31 December 2023
-30
37
WEBSTEP | ANNUAL REPORT 2023
Consolidated statement of cash fl
ows
NOK 000's
Note
2023
2022
Operating activities
Pro
fit/ (loss) before tax
Adjustments for:
Depreciation of property, plant and equipment
11,12,24
Interest income
9
(1,709 )
Interest expense
9
(5,389 )
Net change in trade and other receivables
14
(6,492 )
(10,673 )
Net change in trade and other liabilities
18,19
Net foreign exchange differences
(456 )
Taxes paid
10
(12,549 )
(15,209 )
Interest received
9
(1,014 )
Interest paid
9
(7,147 )
Net cash fl
ow from operating activities
Investing activities
Investments in property and equipment
12
(5,482 )
(10,724 )
Net cash fl
ow from investing activities
(5,482 )
(10,724 )
Financing activities
Payment of principal portion of lease liabilities
24
(12,887 )
(11,480 )
Net proceeds from equity
Sales of treasury shares/employment incentive plan
Payment of dividends
(46,968 )
(46,489 )
Net cash fl
ow from financing activities
(57,832 )
(47,619 )
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at 1 January
15
Cash and cash equivalents at 31 December
15
38
l
39
Notes to the consolidated financial statements
41
WEBSTEP | ANNUAL REPORT 2023
42
43
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44
45
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47
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WEBSTEP | ANNUAL REPORT 2023
Financial statements – Parent company
Statement of comprehensive income
NOK 000's
Note
2023
2022
Sales Revenues
5
150
150
Total revenues
150
150
Salaries and personnel expenses
3, 4, 13
(15,913)
(18,839)
Depreciation
6
(35)
(46)
Other operating expenses
3
(7,994)
(6,868)
Total operating expenses
(23,942)
(25,753)
Operating profit (loss)
(23,792)
(25,603)
Finance income and expense
Finance income from group companies
53,696
59,097
Interest income from group companies
8
413
272
Other interest income
1,708
595
Other finance income
8
7
Interest expense from group companies
8
(8,285)
(3,576)
Other interest expenses
(2,465)
(1,956)
Other finance expenses
7
(25,018)
(10)
Net financial items
20,056
54,428
Profit before tax
(3,735)
28,825
Income tax expense
11
(4,685)
(6,371)
Profit for the year
(8,420)
22,454
Total comprehensive income for the year
(8,420)
22,454
Attributable to:
Dividends
(27,641)
(46,990)
Change in retained earnings
36,061
24,535
Total
8,420
(22,454)
77
WEBSTEP | ANNUAL REPORT 2023
Statement of financial position
NOK 000's
Note
2023
2022
Non-current assets
Deferred tax assets
11
505
581
Total intangible assets
505
581
Property, plant and equipment
6
69
62
Total fixed assets
69
62
Investments in subsidiaries
7, 10
407,119
432,119
Loans to group companies
8
6,941
5,465
Other non-current receivables
0
0
Total non-current assets
414,634
438,228
Trade receivables
8
1,548
324
Other receivables
8
54,513
59,741
Cash and short-term deposits
2, 10
63,066
42,060
Total current assets
119,127
102,125
Total assets
533,760
540,353
Share capital
12, 13
27,671
27,628
Treasury shares
13
(30)
(30)
Share premium
179,938
179,192
Total paid-in equity
207,579
206,791
Retained earnings
31,854
66,682
Total retained earnings
31,854
66,682
Total equity
239,433
273,472
Deferred tax
11
0
0
Total non-current liabilities
0
0
Trade and other payables
8
1,154
434
Tax payable
11
4,609
6,560
Social Taxes and VAT
2
592
444
Dividend
27,641
46,990
Other short-term debt
9
7,614
7,262
Current debt to group companies
8
252,717
205,190
Total current liabilities
294,327
266,881
Total liabilities
294,327
266,881
Total equity and liabilities
533,760
540,353
The Board of Directors and CEO
Webstep ASA
Oslo, 24 April 2024
Sign.
Sign.
Sign.
Kjell Magne Leirgulen
Siw Ødegaard
Bendik Nicolai Blindheim
Chair of the Board
Board member
Board member
Sign.
Sign.
Sign.
Anna Söderblom
David Bjerkeli
Kjetil Bakke Eriksen
Board member
Board member
Chief Executive Officer
Statement of change in equity
Issued
capital
Treasury
shares
Share
premium
Retained
earnings
Total
earned
equity
Non-controlli
ng interests
Total
equity
NOK 000's
At 1 January 2023
27,628
(30)
179,192
66,682
273,472
0
273,472
Profit for the period
0
0
0
(8,420)
(8,420)
0
(8,420)
Other comprehensive income/(loss)
0
0
0
0
0
0
0
Total comprehensive income for the period
0
0
0
(8,420)
(8,420)
0
(8,420)
Sale of treasury shares
0
0
0
0
0
0
0
Share incentive program
0
0
0
789
789
0
789
Shares issued
42
0
1,191
0
1,234
0
1,234
Dividends provided for the period
0
0
0
(27,641)
(27,641)
0
(27,641)
At 31 December 2023
27,671
(30)
180,383
31,409
239,433
0
239,433
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WEBSTEP | ANNUAL REPORT 2023
Statement of cash flow
NOK 000's
Note
2023
2022
Operating activities
Profit/ (loss) before tax
(3,735)
28,825
Adjustments for:
Income tax expense
(6,560)
(8,820)
Depreciation of property, plant and equipment
35
46
Net change in trade receivables
0
0
Net change in other receivables
(30)
279
Net change in trade creditors
719
209
Net change in social taxes and VAT
148
(88)
Net change in other liabilities
351
2,831
Net change in intercompany balances
0
0
Net cash flow from operating activities
(9,073)
23,282
Investing activities
Purchase of property and equipment
(41)
(21)
Investment in subsidiary
0
0
Net cash flow from financing activities
(41)
(21)
Financing activities
Proceeds from borrowings
0
0
Repayment of borrowings
0
0
Change in bank overdraft
8
0
0
Change in intercompany balances
8
50,087
23,822
Impairment of cost on subsidiary
7
25,000
0
Net proceeds from equity
1,234
6,288
Sales of treasury shares/employment incentive plan
789
4,062
Payment of dividends
(46,990)
(46,489)
Net cash flow from financing activities
30,120
(12,317)
Net increase/(decrease) in cash and cash equivalents
21,006
10,944
Cash and cash equivalents at 1 January
42,060
31,116
Cash and cash equivalents at 31 December
63,066
42,060
A NOK 110 million Revolving Credit Facility (“RCF”) with SpareBank 1 SR-Bank ASA was entered into by
the Company as a part of the IPO process in 2017. At balance date NOK 0 million of the RCF was utilised,
leaving NOK 110 million unutilised.
WEBSTEP | ANNUAL REPORT 2023
Notes to the financial statements – Parent company
Note 1 General information
The Company and the Group
Webstep ASA, the parent company (the Company) of the
Webstep Group (the Group) is a limited liability company
incorporated and domiciled in Norway, with its head office
Rebel, Universitetsgata 2, 0164 Oslo, Norway. The annual
report for Webstep ASA (the Company) is prepared according
to the Norwegian Accounting Act 1998 § 3-9 and Regulations
on simplified IFRS as enacted by the Ministry of Finance on 21
January 2008. In all material aspects, Norwegian Simplified
IFRS requires that the IFRS recognition and measurement
criteria (as adopted by the European Union) are complied with,
but disclosure and presentation requirements (the notes)
follow the Norwegian Accounting Act and Norwegian Generally
Accepted Accounting Standards. Simplified IFRS The Company
has adopted the following simplified IFRS recognition and
measurement criteria: Dividend and group contribution is
accounted for in accordance with the Norwegian Accounting
Act, deviating from IAS 10, IAS 12 and IAS 13.
Management’s assessment of accounting principles
The management has used estimates and assumptions that
have impacted assets, liabilities, income, expenses and
information about potential obligations, particularly relating to
depreciation of property, plant and equipment, assessment of
goodwill and acquisitions. Future events may cause changes in
estimates. Estimates and the underlying assumptions are
continuously assessed. Changes in accounting estimates are
recognised in the accounting period these changes occur. If
the changes also apply to future periods, the impact will be
distributed over the current and future periods.
Subsidiaries and investments in associates
Subsidiaries and investments in associates are valued by the
cost method in the parent company accounts. The investment
is valued as the cost of acquiring shares in the subsidiary,
providing that write down is not required. Write down to fair
value will be carried out if the reduction in value is caused by
circumstances which may not be regarded as incidental and
deemed necessary by generally accepted accounting
principles. Write downs are reversed when the cause of the
initial write down is no longer present. Dividends and other
distributions are recognised in the same year as appropriated
in the subsidiary accounts. Dividends from other companies
are recognised when the shareholders’ rights to receive
dividend has been determined by the General Meeting. If
dividends exceed withheld profits after acquisition, the
exceeding amount represents reimbursement of invested
capital, and the distribution will be subtracted from the value of
the acquisition in the balance sheet. Group contributions
received from subsidiaries are recognised if it exceeds
withheld profits after acquisition. Group contribution is
recognised at gross value before tax at the time of recognition.
Reimbursement of invested capital will reduce the value of the
acquisition in the balance sheet. Group contribution will then
be recognised at net value after tax. Group contribution to
subsidiaries increases the value of the investment. Group
contribution paid is recognised at net value net after tax.
Sales revenues from contracts
Revenues from services are recognised at the time of
execution. The Company has no significant contract balances
other than intercompany.
Balance sheet classification
Current assets and current debt comprise assets and debt due
within one year. Other entries are classified as fixed assets
and/or long-term creditors. Current assets are valued at the
lower of acquisition cost and fair value. Short term creditors
are recognised at nominal value. Fixed assets are valued at the
cost of acquisition, in the case of non-incidental reduction in
value the asset will be written down to the fair value amount.
Fixed assets with limited lifetime are depreciated. Long term
debt is recognised at historical nominal value.
Trade and other receivables
Trade receivables and other current receivables are recorded in
the balance sheet at nominal value less provisions for doubtful
debts. Provisions for doubtful debts are calculated based on
individual assessments. In addition, for the remainder of
accounts receivables outstanding balances, a general
provision is carried out based on expected loss.
Leasing
IFRS 16 supersedes IAS 17 Leases, IFRIC 4 Determining
whether an Arrangement contains a Lease, SIC-15 Operating
Leases-Incentives and SIC-27 Evaluating the Substance of
Transactions Involving the Legal Form of a Lease. The
standard sets out the principles for the recognition,
measurement, presentation and disclosure of leases and
requires lessees to recognise most leases on the balance
sheet. No contracts, fulfilling the requirements of contracts in
IFRS 16, have been identified in the Company as a lessee.
Foreign currency translation
Foreign currency transactions are translated using the year end
exchange rates.
Property, plant and equipment
Property, plant and equipment is capitalised and depreciated
over the estimated useful economic life of the asset. Direct
maintenance costs are expensed as incurred, whereas
improvements and upgrading are assigned to the acquisition
cost and depreciated along with the asset. If the carrying value
of a non-current asset exceeds the estimated recoverable
amount, the asset is written down to the recoverable amount.
The recoverable amount is the greater of the net selling price
and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value.
Provisions
A provision is recognised in the balance sheet when the Group
has a legal or constructive obligation because of a past event,
and it is probable that an outflow of resources will be required
to settle the obligation, and a reliable estimate of the amount
can be made. If the effect is material, the provision is
determined by discounting the expected future cash flows at a
pre-tax rate that reflects the current market assessments of
the time value of money and, where appropriate, the risks
specific to the liability.
Intangible assets
Intangible assets acquired separately are measured at initial
recognition at cost. The cost of intangible assets acquired in a
business combination is their fair value at the date of
acquisition. Following initial recognition, intangible assets are
carried at cost less any accumulated amortisation and
accumulated impairment losses. Internally generated
intangibles, excluding capitalised development costs, are not
capitalised and the related expenditure is reflected in profit or
loss in the period in which the expenditure is incurred. The
useful lives of intangible assets are assessed as either finite or
indefinite Intangible assets with finite lives are amortised over
the useful economic life and assessed for impairment
whenever there is an indication that the intangible asset may
be impaired. The amortisation period and the method are
reviewed at least at the end of each reporting period. Changes
in the expected useful life or the expected pattern of
consumption of future economic benefits are considered to
modify the amortisation period or method, as appropriate, and
are treated as changes in accounting estimates.
Pensions
The Company has a Defined Contribution Pension plan. Annual
premium is recognised on a continuous basis and classified as
payroll costs.
Income tax
Tax expenses in the profit and loss account comprise both tax
payable for the accounting period and changes in deferred tax.
Deferred tax is calculated at 22 per cent based on existing
temporary differences between accounting profit and taxable
profit together with tax deductible deficits at the year end.
Temporary differences both positive and negative, are
balanced out within the same period. Deferred tax assets are
recorded in the balance sheet to the extent it is more likely than
not that the tax assets will be utilised. To the extent that group
contribution is not registered in the profit and loss, the tax
effect of group contribution is posted directly against the
investment in the balance.
Cash flow statement
The cash flow statement is presented using the indirect
method. Cash and cash equivalents include cash, bank
deposits and other short term, highly liquid placement with
original maturities of three months or less.
Equity
Financial instruments are classified as debt or equity in
accordance with the underlying financial reality. Interest,
dividend and profit or loss related to a financial instrument
classified as debt, will be presented as cost or income.
Dividend payments to holders of financial instruments
classified as equity will be booked against equity. Own equity
instruments that are reacquired (treasury shares) are
recognised at cost and deducted from equity. No gain or loss is
recognised in profit or loss on the purchase, sale, issue or ‘s
cancellation of the Company’s own equity instruments.
Transaction costs related to an equity transaction will be
booked against equity, net of taxes.
Share-based payments
Employees, including senior executives of the Company,
receive remuneration in the form of share-based payments,
whereby employees render services as consideration for equity
instruments (equity-settled transactions). Employees in the
Norwegian companies of the Group have been granted shares
at discounted prices, within the limit for such grants according
to Norwegian tax legislation (equity-settled transactions).
Equity-settled transactions
The cost of equity-settled transactions is determined by the
fair value at the date when the grant is made using an
appropriate valuation model. The cost is recognised in
employee benefits expense, together with a corresponding
increase in equity, over the period in which the service and the
performance conditions are fulfilled (the vesting period). The
cumulative expense recognised for equity-settled transactions
at each reporting date until the vesting date reflects the extent
to which the vesting period has expired and the Group's best
estimate of the number of equity instruments that will
ultimately vest. The expense or credit in the statement of profit
or loss for a period represents the movement in cumulative
expense recognised as at the beginning and end of that period.
The dilutive effect of outstanding options is reflected as
additional share dilution in the computation of diluted earnings
per share. The discounts granted to employees in the
Norwegian entities are recognised as a cost in salaries and
personnel cost in the profit and loss statement.
81
Note 2 - Bank deposits
Webstep ASA has restricted cash of TNOK 705 to cover taxes withheld.
Note 3 – Salaries, remuneration and audit fees
NOK ‘000
Salaries and personnel expenses
2023
2022
Salaries
13,040
16,441
Social security cost
2,148
1,610
Pensions
224
391
Other benefits and refunds
501
398
Total salaries and personal expenses
15,913
18,839
Number of employees, average FTEs
4.7
6.5
The Company had severance pay of NOK 3.6 million in the financial year 2022 and NOK 3.8 million in 2023
Total
remuneration
Remuneration to executive management NOK'000
Base salary
Variable pay
Other (1)
Pension
Total remuneration to executive management 2023
6 486
825
232
7 543
160
Total remuneration to executive management 2022
6,589
911
735
8,235
216
(1) Other consists of e.g. health insurance plans, car allowance, telephone/mobile communication and share-options (NOK 0.4 million
in 2022)
(2) Due to reduction of executive management in 2022 and 2023, in addition to CEO transition in 2023 the Company had severance
pay of NOK 3.6 million in the financial year 2022 and NOK 3.8 million in 2023
The table above is exclusive severance pay.
Remuneration to board members and nomination committee
2023
2022
Chair of the Board
Kjetil Bakke Eriksen (Chair until 19 November 2023)
418
373
Board member
Siw Ødegaard
288
276
Board members and nomination committee from 4 May 2023
Board member
Kjell Magne Leirgulen (Chair from 5 January 2024)
206
Board member
Anna Söderblom
173
Board member
David Bjerkeli
189
Board member
Bendik N. Blindheim
189
Board member
Kari Mette Toverud
194
Nomination committee
Pål Kvernaas
27
Nomination committee
Oscar Bakkevig
13
Nomination committee
Toril Nag
13
83
WEBSTEP | ANNUAL REPORT 2023
Board members and nomination committee until 4 May 2023
Board member
Trond Klethagen Johannessen
95
327
Board member
Trygve Christian Moe
97
287
Board member
Toril Nag
87
258
Nomination committee
Bjørn Ivar Danielsen
10
30
Nomination committee
Petter Tusvik
6
18
Total remuneration to board members and nomination committee
2,006
1,569
Board remuneration
Compensation to board members is not performance-related. Compensation to the Board is determined by the Annual General
Meeting, and the accrued cost for 2023 and 2022 is based on the decision made by the Annual General Meeting. The compensation
is paid in arrears.
Determination of remuneration to executive management
The Company's executive management employed in the Parent Company comprises the Chief Executive Officer (CEO), the Chief
Financial Officer (CFO), Director Business Development and Director Communication. Remuneration to executive management is
mainly fixed salary as well as performance based bonus. CEOs bonus is decided by the remuneration committee. The accrued
bonuses are included in the table above.
The executive management is entitled to participate in the Long-term incentive programme as described in note 22.
For details see the Remuneration Report available on www.webstep.no .
Audit fees:
2023
2022
Statutory audit fees
571
262
Audit-related services
194
150
Total fees
765
412
Note 4 – Pension costs
The Group has an occupational pension scheme in accordance with the Act on Required Occupational Pensions. The Company has
defined contribution plans for all of its employees, governed by the employment laws. The pension premium charge was TNOK 224
in 2023.
Note 5 – Revenue by segments
NOK ‘000
2023
2022
Per business area
Managerial services
150
150
Other
0
0
Total
150
150
Geographical distribution / Segment distribution
Sweden
150
150
Norway
0
0
Total
150
150
Services for NOK 150 thousand are charged Webstep AB in 2023.
Note 6 – Fixed assets
Equipment,
fixtures and
furniture
Total
NOK'000
Cost 1. January
226
226
Additions
41
41
Cost at 31. December
267
267
Depreciation and impairment 31. December
(198)
(198)
Net book value 31. December
69
69
Depreciation charge for the year
35
35
Useful life
3 - 5 year
Depreciation method
Straight line
Note 7 - Subsidiaries, associated companies
Company
Acquired
Office
Ownership
Profit and loss 2023
Equity at 31.12
Net book value at 31.12
Webstep AS*
10-05-2011
Oslo
100 %
53,696
117,102
359,025
Webstep AB**
19-11-2012
Stockholm
100 %
1,180
19,795
48,094
Total
54,876
136,897
407,119
In 2023, there was an impairment of the cost price of shares in Webstep AB by NOK 25.0 million. For detailed information about
the impairment, see the Group's note 11 on Intangible assets and goodwill.
*According to NGAAP
**According to SGAAP
Note 8 – Intercompany receivables and payables
NOK ‘000
2023
2022
Intercompany receivables
Receivable group contribution Webstep AS
53,066
59,097
Other receivables Webstep AS and AB
6,941
5,911
Receivable Webstep AB
1,548
150
Total intercompany receivables
61,554
65,157
Intercompany payables
Trade payables Webstep AS
0
0
Payables cash pool Webstep AS
252,917
205,190
85
WEBSTEP | ANNUAL REPORT 2023
Other payables Webstep AS
0
0
Total intercompany payables
252,917
205,190
Note 9 – Other current payables
NOK ‘000
2023
2022
Other current payables
Accrued interest cost
0
Provision salaries and holiday pay
5,659
6,845
Other accruals
1,955
418
Total
7,614
7,262
Note 10 – Pledges and guarantees
NOK ‘000
2023
2022
Pledged liabilities
Non-current debt to credit institutions
0
0
Revolving credit facility SR-Bank
0
0
The revolving credit facility is part of the Group's cash pooling system with a credit limit of NOK 110 million. Net drawn
on the group facility at 31 December 2023 was NOK 0 million.
The Company has no loans with payments due past 5 years.
Booked value of assets pledged as security:
NOK'000
2023
2022
Shares in Webstep AS
359,025
359,025
Fixed assets
69
62
Receivables
61,453
65,207
Bank deposits
705
580
Total pledged assets
421,252
424,874
Note 11 - Taxes
NOK ‘000
2023
2022
Current year tax base:
Accounting profit before tax
(3,735)
28,825
Permanent differences
25,031
133
Share issuance cost recognised on equity
0
Group contribution recognised as income, taxable
(53,696)
(59,097)
Change in temporary differences
(344)
860
Tax base before group contribution
(32,744)
(29,278)
Received group contribution including tax
53,696
59,097
Tax base for the year
20,952
29,819
Tax payable (22%)
4,609
6,560
Tax payable in the balance sheet
4,609
6,560
Income tax expenses for the year
Tax payable
4,609
6,560
Tax unprovided for previous periods
0
0
Changes in deferred tax
(76)
(189)
Total income tax expenses for the year
4,534
6,371
Temporary differences
Fixed assets including goodwill
(16)
(10)
Provisions, not yet taxable
(2,280)
(2,630)
Net temporary differences at 31.12
(2,296)
(2,640)
Deferred tax assets/deferred tax (22%)
(505)
(581)
Effective tax rate
Expected income tax
(822)
6,342
Permanent differences (22%)
5,507
29
Effect of change in tax rate and other
0
Income tax expense
4,685
6,371
87
WEBSTEP | ANNUAL REPORT 2023
Note 12 - Share capital and shareholders
NOK ‘000
Share capital:
Number of shares
Face value
Net book value
Ordinary shares
27,670,959
NOK 1
27,671
Shareholder name
Shares
Ownership
Voting rights
EMBRO EIENDOM AS
8,312,727
30.0%
30.1%
HVALER INVEST AS
2,002,152
7.2%
7.2%
J.P. Morgan SE
1,970,890
7.1%
7.1%
SALT VALUE AS
1,535,258
5.5%
5.6%
PROTECTOR FORSIKRING ASA
1,443,860
5.2%
5.2%
VPF FONDSFINANS UTBYTTE
1,100,000
4.0%
4.0%
JAKOB HATTELAND HOLDING AS
1,000,000
3.6%
3.6%
J.P. Morgan SE
900,000
3.3%
3.3%
HOLMEN SPESIALFOND
861,524
3.1%
3.1%
VERDIPAPIRFONDET NORDEA NORGE VERD
664,317
2.4%
2.4%
Danske Invest Norge Vekst
542,000
2.0%
2.0%
INTERTRADE SHIPPING AS
400,000
1.4%
1.4%
Danske Bank A/S
320,000
1.2%
1.2%
ESPEDAL & CO AS
308,980
1.1%
1.1%
EUROVEST AS
280,707
1.0%
1.0%
Bank Pictet & Cie (Europe) AG
232,675
0.8%
0.8%
MP PENSJON PK
224,000
0.8%
0.8%
LEROLI AS
197,281
0.7%
0.7%
Saxo Bank A/S
155,074
0.6%
0.6%
BUGS AS
126,736
0.5%
0.5%
Other shareholders
5,062,795
18.3%
18.3%
Total number of shares excluding treasury shares
27,640,976
99.9%
100.0%
Treasury shares as of 31 December 2023
29,983
0.1%
Total shares issued
27,670,959
100.0%
Shareholding by board members, management and their related parties as of 31 December 2023
Shares
Ownership
Voting rights
Anders Høibakk
7,615
0.03%
0.03%
Arne Sværen-Bryne
5,637
0.02%
0.02%
Arnt Roger Aasen (Aravi AS and privately held)
26,032
0.09%
0.09%
Dagfinn Haslebrekk
7,618
0.03%
0.03%
David Bjerkeli (Fjellhammer Invest AS)
11,500
0.04%
0.04%
Erlend Nævdal
845
0.00%
0.00%
Ida Amalie Oma
845
0.00%
0.00%
Jacob Cardell (Nominee)
20,020
0.07%
0.07%
Joar Krohn (Kronoko Holding AS and privately held)
99,320
0.36%
0.36%
Kjell Magne Leirgulen (KML Invest AS)
25,000
0.09%
0.09%
Kjetil Bakke Eriksen (Suelo AS)
26,925
0.10%
0.10%
Siw Ødegaard (Kvinnesiden AS)
13,025
0.05%
0.05%
Kjell Magne Leirgulen is employed by Embron Group AS
David Bjerkeli is employed by Hvaler Invest AS
Webstep ASA holds 29,983 treasury shares. These shares have no voting rights nor dividend rights.
Note 13 - Share based payments
Employee share purchase programme ("ESPP")
An employee share purchase programme was implemented in November 2018, and similar programmes has been carried out yearly
between 2018 and 2022. For 2023 there have been no invitations for employees to acquire shares for a discounted price.
Under the Long-term incentive programme, share options of the parent are granted to senior executives of the Group. The exercise
price of the share options is equal to the market price of the underlying shares on the date of grant. The share options vest if the
senior executive remains employed during the vesting period.
The fair value of the share options is estimated at the grant date using the Black-Scholes option pricing model, taking into account
the terms and conditions on which the share options were granted.
140,690 options were granted to senior executives of the Company 18 November 2019, whereof 23,442 were terminated during
2022.
The rest of the options has vested in the following tranches:
- 35,173 options vested 18 November 2020
- 35,173 options vested 18 November 2021
- 46,902 options vested 18 November 2022
156,000 options were granted to senior executives of the Company 24 November 2020, whereof 39,000 were terminated during
2022 and 13,000 were terminated during 2023.
The options will vest, or have vested, in the following tranches:
- 39,000 options vested 24 November 2021
- 26,000 options vested 24 November 2022
- 39,000 options vest 24 November 2023
98,000 options were granted 10 February 2021, whereof 49,000 were terminated during 2023.
The options will vest, or have vested, in the following tranches:
- 24,500 options vested 10 February 2022
- 24,500 options vest 10 February 2023
89
WEBSTEP | ANNUAL REPORT 2023
200,000 options were granted 25 November 2021, whereof 50,000 were terminated during 2022 and 75,000 were terminated during
2023.
The options will vest, or have vested, in the following tranches:
- 31,250 options vested 25 November 2022
- 31,250 options vest 25 November 2023
- 12,500 options vest 25 November 2024
25,000 options were granted 21 February 2022.
The options will vest, or have vested, in the following tranches:
- 6,250 options vest 21 February 2023
- 6,250 options vest 21 February 2024
- 12,500 options vest 21 February 2025
Exercise price
- Exercise price for options granted 18 November 2019 is NOK 18.20
- Exercise price for options granted 24 November 2020 is NOK 19.43
- Exercise price for options granted 10 February 2021 is NOK 20.12
- Exercise price for options granted 25 November 2021 is NOK 34.94
- Exercise price for options granted 21 February 2022 is NOK 34.94
The potential dilution through the LTIP in total accounts for 9,799 shares. 42,461 of the vested shares for the Group have been
exercised, whereof 36,461 of the vested shares in the Company has been exercised.
The share options can be exercised up to five years after the grant date. Therefore, the contractual term of each option granted is
five years. In the event the Company is not capable of delivering shares following an exercise of options, the Company shall fulfil its
obligations through a cash-out.
(Amounts in NOK 1000)
2023
2022
Expense arising from equity-settled share-based payment transactions related to
the LTIP
156
300
Social security tax provisions
-93
244
Granted instruments:
Option
Option
Quantity
0
25,000
Contractual life*
0
5
Strike price*
0
36.64
Share price*
0.00
33.00
Expected lifetime*
0
3.25
Expected volatility*
0.00%
34.98%
Risk-free interest rate*
0.00%
1.88%
Dividend yield
0
0
Model used
Black-Scholes
Black-Scholes
Fair value per instrument*
0
7.54
*Weighted average parameters at grant of instrument
The expected life of the share options is according to IFRS-2, shorter than the time from grant until expiry. Due to the taxation of
options and “non-transferability”, earlier exercise is expected . These are current expectations and is not necessarily indicative of
exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility for the company and
peers over a period similar to the expected life of the options is indicative of future trends, which may not necessarily be the actual
outcome.
Expenses
The expenses recognised for equity settled share-based payment transactions under the programs during the year are
presented in the table below:
NOK '000
2023
2022
Expenses related to the Saving Shares Plan (SPP)
Expenses related to the Employee Share Purchase Programme (ESPP)
0
45
Expenses related to the Long-term Incentive Programme (LIP)
156
300
Total share based payment expenses in the period
156
345
Social security tax expense for the period
63
435
Social security tax accrual for the period
-93
241
Number of discounted shares sold through the Employee Share Purchase Programme (ESPP)
0
6,564
Discounted share price
0 NOK/share
18.3 NOK/share
Weighted average fair value of each discounted share sold through the ESPP
0
4.6
Movements during the year (LTI programme)
The following table illustrate the number and weighted average exercise prices (WAEP) of, and movements in,
share options during the year:
Long-term incentive programme
2023
2023
2022
2022
Number of instruments
Weighted
Average Strike
Price
Number of
instruments
Weighted
Average Strike
Price
Outstanding at 1 January
470,806
594,690
Granted
0
25,000
34.94
Exercised
36,461
36,442
Released
0
0
Adjusted
0
0
Performance Adjusted
0
0
Cancelled
0
0
Terminated
137,000
26.07
112,442
26.07
Expired
0
0
Outstanding at 31 December
297,345
470,806
Vested at 31 December
338,998
207,806
The weighted average remaining contractual life
4.5 years
4.5 years
The range of exercise prices for options outstanding
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WEBSTEP | ANNUAL REPORT 2023
Number of share options
Title
Total share options
Granted 2023
Granted 2022
Erlend Nævdal
Director Business Development, until December
2023
25,000
-
25,000
The options were granted on the 21 February 2022. A total of 101,000 shares to key employees have vested in 2023. 36,461 of the
vested shares has been exercised in 2023.
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WEBSTEP | ANNUAL REPORT 2023
Annual statement on
corporate governance
Webstep considers good corporate governance to be a
prerequisite for value creation and trustworthiness, and for
access to capital. The board of directors of Webstep has
established a set of governance principles in order to ensure a
clear division of roles between the board of directors, the
executive management and the shareholders. The principles
are based on the Norwegian Code of Practice for Corporate
Governance.
Webstep ASA (“Webstep” or the “Company” and together with
its subsidiaries the “Group”) is a publicly listed company and is
subject to annual corporate governance reporting requirements
under section 3-3b of the Norwegian Accounting Act and the
Norwegian Code of Practice for Corporate Governance, cf.
section 4.4 of the continuing obligations for issuers of shares
pursuant to Oslo Rule Book II – Issuer Rules. The Accounting
Act may be found (in Norwegian) at www.lovdata.no. The
Norwegian Code of Practice for Corporate Governance, which
was last revised on 14 October 2021, may be found at
www.nues.no .
The annual statement on corporate governance for 2023
follows below. The statement was approved by the board of
directors on 24 April 2024.
1. Reporting on corporate governance
The board of directors is committed to contribute to a good
and trust-based relationship between Webstep and its
shareholders, the capital market, and other stakeholders.
The Company’s overall principles for corporate governance
were approved by the board of directors in 2017 as part of the
preparations for the listing of the Company’s shares on the
Oslo Stock Exchange. The principles have been revised to
reflect the changes in the revised version of The Norwegian
Code of Practice for Corporate Governance and to reflect the
implementation of the Market Abuse Regulation (MAR) in
Norway. The development of, and improvements in, the
Company's corporate governance principles are revised
annually.
The Company reports in accordance with the Norwegian Code
of Practice for Corporate Governance (the code) issued by the
Norwegian Corporate Governance Board, latest edition of 14
October 2021.
The board of directors’ annual statement on how Webstep has
implemented the code is set out below. The presentation
covers each section of the code, and deviations from the code,
if any, are specified under the relevant section.
2. Business
The Company's business objective is stated in the Company’s
articles of association section 3 and reads as follows: "The
Company's objective is to own companies that offer services
and products within the area of information technology, as well
as conducting business associated therewith.” Webstep’s
articles of association are available on the Company’s website
webstep.no .
The board of directors has defined objectives, strategies and
risk profiles for the Company's business activities, such that
the Company creates value for its shareholders in a
sustainable manner. These objectives, strategies and risk
profiles are evaluated annually.
The Company has established guidelines and principles which
are used to integrate considerations to human rights, employee
rights and social matters, the external environment and
anti-corruption efforts in its business strategies, its day-to-day
operations and in relation to its stakeholders.As an
IT-consultancy firm, value creation within environmental, social,
and governance aspects is primarily driven by services
delivered through the Company’s clients.
3. Equity and dividends
Equity
As of 31 December 2023, the Group had a consolidated equity
of NOK 359.2 million, which corresponds to an equity ratio of
50.7 per cent. Consolidated equity adjusted for proposed
dividends, will be NOK 331.5 million. Webstep ASA had an
equity of NOK 239.4 million, corresponding to an equity ratio of
44.9 per cent. Neither the Company, nor the Group has any
long-term liabilities except leasing liabilities related to office
space. The Company and the Group have sufficient levels of
working capital. Further, the Company has a Revolving Credit
Facility (RCF) of NOK 110 million and the Swedish subsidiary,
Webstep AB, has a RCF of SEK 5 million. Both facilities were
unutilized at year end. The board of directors considers that
the Group has a capital structure that is appropriate to its
objectives, strategy and risk profile.
Board authorizations
The annual general meeting on 4 May 2023 granted the board
of directors an authorization to increase the share capital by up
to NOK 5,534,192 to be used to give the board of directors
financial flexibility in connection with financing further growth,
to issue shares as consideration in connection with acquisition
of other companies, businesses or assets or to finance such
acquisitions. The authorization is valid until the annual general
meeting in 2024, but no longer than 30 June 2024, and
includes share capital increases with share contribution in
other assets than cash etc. and in connection with mergers.
The preferential rights of the existing shareholder to subscribe
for new shares pursuant to Section 10-4 of the Norwegian
Public Limited Companies Act (the "Companies Act") may be
deviated from with respect to the mentioned authorization.
The annual general meeting on 4 May 2023 further granted the
board of directors an authorization to acquire own shares with
a maximum aggregate value of NOK 2,767,096. Repurchase of
own shares, followed by termination of such shares, could be
an important tool for optimising the Company's capital
structure. Further, such authorization will also give the
Company the opportunity to use its own shares in a potential
share incentive scheme and as consideration, partly or in
whole, in connection with acquisition of businesses. The
highest amount that may be paid per share is NOK 100 and the
lowest amount is NOK 1. Acquisition and sale of shares may
be carried out in the form the board of directors deems
appropriate, however, not by subscription of own shares. The
authorization is valid until the annual general meeting in 2024,
but no longer than 30 June 2024.
The board of directors are also granted an authorization from
the annual general meeting 4 May 2023 to increase the share
capital in connection with the long-term incentive program and
share savings program for the management and the board of
directors (see section 12). The authorization may be used to
increase the Company's share capital in connection with the
group's at any time applicable option programmes, share
purchase programmes and any other incentive programs for
members of the executive management and other leaders,
other employees and board members. The authorization is up
to NOK 2,767,096 and it is valid until the annual general
meeting in 2024, but no longer than to and including 30 June
2024. The authorization comprises share capital increases
against contribution in kind and the right to incur specific
obligations on behalf of the Company, cf. section 10-2 of the
Norwegian Public Limited Companies Act. The preferential
rights of the existing shareholder to subscribe for new shares
pursuant to Section 10-4 of the Norwegian Public Limited
Companies Act (the "Companies Act") may be deviated from
with respect to the mentioned authorization.
Dividend
The Company’s ambition is to distribute at least 75 per cent of
the Group’s consolidated net profit. When deciding the annual
dividend level, the board of directors will take into
consideration expected cash flow, capital expenditure plans,
financing requirements and appropriate financial flexibility. For
the fiscal year 2023, the board of directors has proposed a
dividend payment of NOK 1.00 per share. The proposed
dividend amounts to a total NOK 27.6 million.
The board of directors has not been granted any authorization
to approve the distribution of dividends.
4. Equal treatment of shareholders and transactions with
close associates
Webstep ASA has one share class, and all shares have equal
rights in the Company. Webstep’s Corporate Governance Policy
states that all shareholders shall be treated on an equal basis,
unless there is just cause for treating them differently.
Share issues without pre-emption rights for existing
shareholders
In the event of an increase in share capital through issuance of
new shares, a decision to deviate from existing shareholders'
pre-emptive rights to subscribe for shares shall be justified.
Where the board of directors resolves to issue shares and
deviate from the pre-emptive rights of existing shareholders
pursuant to an authorization granted to the board of directors
by the general meeting, the justification will be publicly
disclosed in a stock exchange announcement issued in
connection with the share issuance.
Transactions in treasury shares
Any transactions carried out by the Company of treasury
shares shall be carried out on the Oslo Stock Exchange, and in
any case at the prevailing stock exchange prices. In the event
that there is limited liquidity in the Company's shares, the
Company will consider other ways to ensure equal treatment of
shareholders. Any transactions by the Company of treasury
shares are subject to notification requirements and shall be
publicly disclosed in a stock exchange announcement.
5. Freely negotiable shares
The Company does not limit any party’s ability to own, trade or
vote for shares in the Company. The articles of association do
not impose any restriction on the negotiability of the shares.
6. General meetings
The Company's annual general meeting will take place on 16
May 2024. The Company’s financial calendar is published via
Oslo Stock Exchange and in the investor relations section of
the Company’s website webstep.no. Minutes from the general
meetings are published as soon as possible via the stock
exchange’s reporting system (www.newsweb.no, ticker
WSTEP) and in the investor relations section of the Company’s
website webstep.no.
Notice, registration and participation
The board of directors shall ensure that the Company's
shareholders can participate at the Company's general
meetings.
The board of directors shall ensure that the notice to the
general meeting and any supporting documents, including the
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WEBSTEP | ANNUAL REPORT 2023
recommendation by the nomination committee, as well as
information on the resolutions to be considered at the general
meeting are made available on the Company's website no later
than 21 days prior to the date of the general meeting. The
resolutions and any supporting documentation shall be
sufficiently detailed, comprehensive and specific allowing
shareholders to understand and form a view on all matters to
be considered at the general meeting. Deadlines for
shareholders to give notice of their attendance at the general
meeting shall be set as close to the date of the general
meeting as possible. Pursuant to the Company's articles of
association, the time limit may not expire earlier than two days
before the meeting. Documents relating to matters to be dealt
with by the general meeting, including documents which by law
shall be included in or attached to the notice of the general
meeting, do not need to be sent to the shareholders if such
documents have been made available on the Company's
website. A shareholder may nevertheless request that
documents relating to matters to be dealt with at the general
meeting, are sent to him/her.
The board of directors shall ensure that the shareholders are
able to vote separately on each individual matter, including on
each candidate nominated for election to Webstep's board of
directors and other corporate bodies.
The board of directors determines the format of the meeting,
whether it is physical or electronic, and is responsible for
ensuring a proper execution of the general meeting. If the
general meeting is held as an electronic meeting, the board
shall ensure that systems are in place to meet the legal
requirements for the general meeting, as well as requirements
for confirmation of electronic voting.
The Chair of the board, the chair of the nomination committee
and the CEO shall be present at the annual general meeting.
Participation without attendance
The Public Companies Act allows the board of directors to
choose whether to hold a general meeting as a physical
meeting or as an electronic meeting. If a general meeting is
held as a physical meeting, there are several methods for
shareholders to attend and vote at the meeting without being
present in person. Shareholders who are unable to attend the
general meeting in person shall be given the opportunity to
vote. The board of directors shall ensure that the Company
designs the form for the appointment of a proxy to make voting
on each individual matter possible and should nominate a
person who can act as a proxy for shareholders. Furthermore,
the form provided by the Company for shareholders to appoint
a proxy should be drawn up so that separate voting
instructions can be given for each matter to be considered by
the meeting and each of the candidates nominated for
election. Additionally, it should be made clear by instructions
on the form how the proxy should vote in the absence of
specific voting instructions on one or more matters and in the
event of changes to proposed resolutions and new
resolutions.
Chairperson of the meeting
The code stipulates that the board of directors should ensure
that the general meeting is able to elect an independent
chairperson. It is for the board of directors to propose how this
can be achieved, however it is for the general meeting to
determine who will chair the meeting. The Company deviated
from the requirement to have an independent chairperson at
the annual general meeting in 2023, as the general meeting
elected the chairperson of the board of directors to chair the
meeting.
7. Nomination committee
The Company's articles of association § 8 provides for a
nomination committee composed of two to three members.
The current nomination committee comprises Pål Kvernaas,
(chair, elected at the annual general meeting 4 May 2023) in
addition to Toril Nag and Oskar Bakkevig (elected at the annual
general meeting 4 May 2023). Toril Nag was a member of the
board until 4 May 2023, but decided to resign from the position
with effect from the annual general meeting. Nag was then
elected as a member of the nomination committee at the
annual general meeting 4 May 2023, but decided to resign from
the nomination committee at the extraordinary general meeting
held 5 January 2024.
The instructions for the nomination committee were adopted
by the general meeting on 14 September 2017.
Responsibilities
The nomination committee shall recommend:
(i) Candidates for the election of members, including the
chairperson, to (a) the board of directors and (b) the
nomination committee, respectively; and
(ii) Remuneration of the members of (a) the board of directors
and (b) the nomination committee, respectively.
No directors or members of executive management are
represented on the nomination committee. The current
nomination committee is independent of the board of
directors. None of the three members are members of the
board of directors.
The chief executive officer and other members of the executive
management should not be elected as members of the
nomination committee. The board of directors is committed to
ensure that the composition of the nomination committee
should be such that the interests of shareholders in general are
represented. The Company's guidelines for the nomination
committee include rules for rotation of the members.
The objectives, responsibilities and functions of the
nomination committee shall be in compliance with rules and
standards applicable to the Group and which are described in
the Company's "Instructions for the nomination committee".
The general meeting shall adopt the guidelines for the
nomination committee. The Company shall provide
information regarding the composition of the nomination
committee, the members of the nomination committee and
deadlines for submitting proposals to the nomination
committee.
Tasks
The nomination committee’s tasks are set out in the articles of
association and include: to nominate new board members to
the general meeting, propose remuneration to the board
members at the general meeting, propose remuneration to the
members of the nomination committee, and nominate new
members of the nomination committee to the general
meeting.
The nomination committee shall justify why it is proposing
each candidate separately.
The remuneration of the committee is determined by the
general meeting. The general meeting may issue further
guidelines for the nomination committee’s work.
Pursuant to the Code, the composition of the nomination
committee must take account of the interests of shareholders
in general.
The nomination committee has published guidelines available
on the Company's website webstep.no for how shareholders
may submit proposals to the nomination committee for
candidates for election to the board of directors and other
appointments. These guidelines include information regarding
deadlines for proposals and other relevant information.
8. Board of directors, composition and independence
The articles of association state that the board of directors
shall consist of between three and ten members and are
elected to a two year-term unless otherwise decided by the
general meeting. Per 31 December 2023 the board of directors
consisted of six shareholder-elected directors and three
employee-elected observers. The term of office will expire at
the annual general meeting 2024 for one of the directors, and
the other until the annual general meeting in 2025 due to
different board entries.
On 19 November 2023 Save Asmervik stepped down from his
position as CEO, and Kjetil B. Eriksen resigned as Chair of the
Board with immediate effect as he was appointed as interim
CEO of the Company. The Company did not have a Chair of the
Board until 5 January 2024 when an extraordinary general
meeting was held in order to elect the new Chair of the Board.
Kjell Magne Leirgulen was elected Chair. Kari Mette Toverud
resigned from the Board on 5 January 2024 as the Board then
would consist of five members.
The Company’s corporate governance documents state that
when considering members to the board of directors,
emphasis should be placed on the joint composition of the
board of directors with respect to expertise, capacity and
diversity appropriate to attend to the Company's goals, main
challenges and the common interests of all shareholders.
Details on background, experience and independence of
directors are presented on the Company’s website webstep.no.
The Group and the majority of the employees have agreed that
the employees shall have the right to appoint three observers
to the board of directors of the Company instead of having a
corporate assembly.
Per 31 December 2023 four out of six shareholder-elected
directors are independent of the Company’s executive
management, significant commercial partners or substantial
shareholders. The board of directors does not include any
members from the executive management of the Company.
Seventeen board meetings were held in 2023. Each board
member’s attendance at board meetings is recorded by the
Company.
Members of the board of directors are encouraged to own
shares in the Company. However, caution should be taken not
to let this encourage a short-term approach which is not in the
best interests of the Company and its shareholders over the
longer term.
9. The work of the board of directors
The board of directors has overall responsibility for managing
the Group and for supervising the chief executive officer and
the Group’s activities.
The board of directors establishes annual plans for its work,
with particular emphasis on objectives, strategy and
implementation. The board of directors has issued instructions
for its own work as well as for the executive management with
particular emphasis on clear internal allocation of
responsibilities and duties.
The principal tasks of the board include determining the
Company’s strategy and monitoring how it is implemented. The
work of the board also includes control functions needed to
ensure acceptable management of the Company’s assets.
The board appoints the Company’s chief executive officer.
Instructions which describe the rules of procedure for the
board’s work and its consideration of matters have been
adopted by the board together with an instruction of the duties
and obligations of the chief executive officer towards the
board. The division of responsibility between the board and the
chief executive officer is specified in greater detail in the
instructions. The chief executive officer is responsible for the
Company’s executive management. Responsibility for ensuring
that the board conducts its work in an efficient and correct
manner rests with the chair of the board.
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The board establishes an annual plan for its meetings and
evaluates its work and expertise once a year. The annual plan
specifies topics for board meetings, including reviewing and
following up the Company’s goals and strategy, budgets,
reporting of financial information, the notice for the general
meeting with associated documentation, and the board’s
meeting with the auditor.
The board of directors has established an audit committee
amongst its members and adopted instructions for the work of
the audit committee. Throughout 2023 Siw Ødegaard was the
chairof the committee. Kari Mette Toverud was a member of
the committee from May 2023 and throughout the year. Both
members of the committee are independent of the Company.
Pursuant to section 6-43 of the Companies Act, the audit
committee shall:
● inform the board of the results of the statutory audit
and explain how the audit contributed to accounting
reporting with integrity and the audit committee's role
in that process,
● prepare the board's follow-up of the financial reporting
process and make recommendations or proposals to
ensure its integrity,
● monitor the systems for internal control and risk
management,
● have regular contact with the Company’s auditor
regarding the audit of the annual accounts,
● review and monitor the independence of the
Company’s auditor, including in particular the extent
to which services other than auditing provided by the
auditor or the audit firm represent a threat to the
independence of the auditor, and
● prepare the board's follow-up of the reporting within
non-financial reporting
The Company has established a remuneration committee that
consists of two members from the board of directors. The
members of the remuneration committee are and shall be
independent of the Company’s executive management. The
members of the remuneration committee are appointed by the
board of directors for a period of two years, or until they resign
their position as a member of the board of directors. The
committee currently consists of Kjell Magne Leirgulen as the
chairperson and Bendik Nicolai Blindheim as member.
The remuneration committee is a preparatory and advisory
committee for the board that shall prepare matters for the
board’s consideration and decisions regarding the
remuneration of, and other matters pertaining to the
Company’s management. The recommendations of the
remuneration committee shall cover all aspects of
remuneration to the management, including but not limited to
salaries, allowances, bonuses, options and benefits-in-kind.
The board of directors has adopted separate instructions for
the remuneration committee setting out further details on the
duties, composition and procedures of the committee.
The board of directors evaluates its own work and that of the
chief executive and reports its findings to the nomination
committee.
In order to ensure a more independent consideration of
matters of a material character in which the chairperson of the
board is, or has been, personally involved, the board's
consideration of such matters will be chaired by another
member of the board.
According to the code, the instructions of the Board of
Directors should state how the board of directors and
executive management shall handle agreements with related
parties, including whether an independent valuation must be
obtained.
Members of the board and executive personnel shall make the
Company aware of any material interests that they may have in
items to be considered by the board of directors.
10. Risk management and internal control
The board of directors is responsible for ensuring that the
Company has sound and appropriate internal control systems
and systems for risk management, and that these systems are
proportionate to and reflect the extent and nature of the
Company's activities. Having effective internal control systems
and systems for risk management in place may prevent the
Group from situations that can damage its reputation or
financial standing.
Furthermore, effective and proper internal control and risk
management are important factors when building and
maintaining trust, to reach the Company's objectives, and
ultimately create value. Having in place an effective internal
control system means that the Company is better suited to
manage commercial risk, operational risk, the risk of breaching
legislation and regulations as well as other forms of risk that
may be material to the Company. As such, there is a correlation
between the Company's internal control systems and effective
risk management. The internal control systems shall also
address the organisation and execution of the Company's
financial reporting, as well as cover the Company's corporate
values, ethical guidelines and principles of corporate social
responsibility. The internal control systems shall also
encompass the Company’s guidelines for how it integrates
considerations related to stakeholders into its creation of
value.
Webstep shall comply with all laws and regulations that apply
to the Group's business activities. The Company has in place
processes and routines for internal control over financial
reporting and risk management.
Through its business activities, Webstep manages various
risks and uncertainties of operational, market and financial
character, such as risk of disagreements and legal disputes
with its customers related to possible cost of delays or project
errors that is always present in the consultancy business.
The Company identifies and manages risks on an ongoing
basis. The main risk factors and how they are managed is
described in the board of directors’ report.
The organisation comprises a relatively large number of
employees and projects. The Group’s management model is
based on an appropriate delegation of authority, clearly defined
market and operating parameters, in addition to effective
internal control.
Overall goals and strategies are established and further
developed through a periodic update of the Company’s
strategy. Risk management is in place with clear routines for
handling operational and project risks. Furthermore, processes
are established to identify, evaluate and report risk in a
systematic manner for the Group's activities.
Financial risk is managed in accordance with the Company’s
financial strategy, which is described under the section
“Financial risk and risk management” in the board of directors’
report.
The board is responsible for seeing to that the Group's
organisation, financial reporting and asset management are
subject to satisfactory controls. Overall policies, governing
processes and routines have been established for day-to-day
management. The board periodically reviews the Company’s
governing documents. The board reviews annually the most
important risk areas and the internal controls established to
mitigate these risks.
Reporting
Pursuant to the corporate governance policy, the board of
directors shall annually review the Company's most important
areas of risk exposure and the internal control arrangement in
place for such areas. The review shall pay attention to any
material shortcomings or weaknesses in the Company's
internal control and how risks are being managed. In the
annual report, the board of directors shall describe the main
features of the Company's internal control and risk
management systems as they are connected to the Company's
financial reporting. This shall cover the control environment in
the Company, risk assessment, control activities and
information, communication and follow-up. The board of
directors is obligated to ensure that it is updated on the
Company's financial situation and shall continually evaluate
whether the Company's equity and liquidity are adequate in
relation to the risk from the Company's activities and take
immediate action if the Company's equity or liquidity at any
time is shown to be inadequate. The Company's management
shall focus on frequent and relevant reporting of both
operational and financial matters to the board of directors,
where the purpose is to ensure that the board of directors has
sufficient information for decision-making and is able to
respond quickly to changing conditions. Board meetings shall
be held frequently, and management reports shall be provided
to the board as a minimum on a monthly basis. Financial
performance shall be reported on quarterly basis.
The administration prepares periodic reports on business and
operational developments to the board, which are discussed at
the board meetings. These reports are based on
management’s reviews of the various parts of the business and
include status of key performance indicators, update of market
development, operational issues, financial results and
highlights of organisational issues.
Financial position and results are followed up in monthly
accounting reports, compared to the previous year, budgets
and forecasts. Reporting also includes non-financial key
performance indicators related to each business area.
The interim reports and annual financial statements are
reviewed by the audit committee ahead of the discussions in
the board meeting. Financial risk management and internal
control are also addressed by the board’s audit committee. The
latter reviews the external auditor’s findings and assessments
after the interim and annual financial audits. Significant issues
in the auditor’s report, if any, are reviewed by the board of
directors.
The Company has not established a separate internal audit
function, but the board of directors is considering the need for
such function on an ongoing basis.
11. Remuneration of the board of directors
The remuneration to the board of directors is described in note
7 to the financial statements of the Group, note 13 for the
parent company in addition to the Remuneration Report
available at the Groups website.
The Company considers that the remuneration reflects the
board of director’s responsibility, expertise, time commitment
and the complexity of the Company’s activities.
Directors’ fees are determined by the general meeting on the
basis of recommendations from the nomination committee.
These fees have been based on the board’s responsibility,
expertise and the complexity of the business, and have not
been related to results. The directors have not been awarded
share options.
Members of the board of directors and/or companies with
which they are associated should not take on specific
assignments for the Company in addition to their appointment
as a member of the board.
An overview of shares owned by the directors and their close
associates is included in note 16 to the consolidated financial
statements and the Remuneration Report.
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12. Remuneration of executive personnel
The Company’s guidelines for determining remuneration to the
chief executive officer and other executive management should
at all times support prevailing strategy and values in the
Company.
The Company’s guidelines for the remuneration of executive
management are described in the Company’s Remuneration
report available at webstep.no. The report also provides further
details about remuneration in 2023 for the executive
management. The guidelines are presented annually to the
annual general meeting and include the main principles for the
Company's remuneration policy. The guidelines specify the
main principles for the Company’s remuneration policy for the
executive management and aim to ensure that the interests of
shareholders and executive management coincide.
The current guidelines have been prepared in accordance with
the provisions of section 6-16a of the Norwegian Public
Limited Companies Act, approved 4 May 2023 at the Annual
General Meeting.
In 2019 a long-term incentive program for the Company’s
executive management was approved by the annual general
meeting and implemented in November 2019. The program
consists of share options which were granted on an annual
basis over the three years. The program is further described in
the financial statements, respectively in note 13 for the parent
company and note 22 for the Group.
13. Information and communication
The Company has established an overall communications
policy, which states that the communication activities shall be
characterised by transparency, honesty, consistency and right
timing.
Furthermore, the Company has an IR policy, which states that
all communication with the financial community shall be on an
equal treatment basis and in compliance with applicable laws
and regulation. Webstep shall continually provide its
shareholders, the Oslo Stock Exchange and the securities
market and financial market in general with timely and precise
information about Webstep and its operations.
The CEO and CFO are responsible for the main dialogue with
the investor community, hereunder the Company’s
shareholders.
Information to the stock market is published in the form of
annual and interim reports, stock exchange announcements
and investor presentations. All information considered to be
relevant and significant for valuing the Company’s shares will
be distributed and published in English via Oslo Stock
Exchange disclosure system, www.newsweb.no, and via the
Company’s website https://investor.webstep.com.
Webstep has implemented a system ensuring that all
information distributed to the Company’s shareholders will be
published on the Company’s web site at the same time as it is
sent to shareholders.
The Company publishes a financial calendar with an overview
of dates for important events, such as the annual general
meeting, interim financial reports, public presentations and
payment of dividends, if applicable. The information is
available in English.
Unless there are applicable exemptions, and these are invoked,
Webstep shall promptly disclose all inside information (as
defined by the Norwegian Securities Trading Act). In any event,
Webstep will provide information about certain events, e.g.
proposals and resolutions by the board of directors and the
general meeting concerning dividends, mergers/demergers or
changes to the share capital, the issuing of subscription rights,
convertible loans and all agreements of major importance that
are entered into by Webstep and related parties.
In the Company's Corporate Governance Policy, separate
guidelines have been drawn up for handling of inside
information. The Company also has in place a policy regarding
the members of the board of directors who are entitled to
publicly speak on behalf of the Company on various subjects.
In addition to the board of directors' dialogue with the
Company's shareholders at the general meetings, the board of
directors should make suitable arrangements for shareholders
to communicate with the Company at other times. This will
enable the board of directors to develop an understanding of
the matters regarding the Company that are of a particular
concern or interest to its shareholders. Communications with
the shareholders should always be in compliance with the
provisions of applicable laws and regulations and in
accordance with the principle of equal treatment of the
Company's shareholders. Shareholders can get in contact with
the Company through the IR contact information which is
made available on the Company's website. Further,
shareholders can subscribe to email alerts to receive news
from the Company when made public.
14. Takeovers
The board has established main principles for responding to
possible takeover bids.
In the event of a take-over bid being made for the Company, the
board will follow the overriding principle of equal treatment for
all shareholders and will seek to ensure that the Company’s
business activities are not disrupted unnecessarily. The board
will strive to ensure that shareholders are given sufficient
information and time to form a view of the offer.
The board will not seek to prevent any take-over bid unless it
believes that the interests of the Company and the
shareholders justify such actions. The board will not exercise
mandates or pass any resolutions with the intention of
obstructing any take-over bid unless this is approved by the
general meeting following the announcement of the bid.
If a take-over bid is made, the board will issue a statement in
accordance with statutory requirements and the
recommendations in the code.
In the event of a take-over bid, the board will obtain a valuation
from an independent expert.
Any transaction that is in effect a disposal of the Company’s
activities will be submitted to the general meeting for its
approval.
15. Auditor
The board of directors ensures that the Company’s auditor, EY,
submits the main features of the plan for the audit of the
Company to the audit committee annually.
During the financial year 2023, the Company's auditor has:
● Presented the main features of the audit work.
● Attended the board meeting where the annual report for
the previous accounting year was considered, reviewed
possible significant changes in accounting principles,
assessed significant accounting estimates, and
considered all cases where possible disagreements
arose between auditor and executive management.
● Conducted a review together with the audit committee of
the Company’s internal control procedures and systems,
including the identification of weaknesses and proposals
for improvements.
● Held a meeting with the board without the presence of
the executive management.
● Confirmed that the requirements for the auditor’s
independence were fulfilled and provided an overview of
services other than auditing which have been rendered to
the Company.
The board has not established guidelines for the Company’s
use of the auditor for substantial assignments other than
ordinary auditing services.
The board reports annually to the annual general meeting on
the auditor’s overall fees, broken down between audit work and
other services. The annual general meeting approves the
auditor’s fees for the parent company.
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WEBSTEP | ANNUAL REPORT 2023
Statement by the Board of Directors and CEO
We confirm to the best of our knowledge that:
The consolidated financial statements for 2023 have been prepared in accordance with IFRS 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 the Group’s assets, liabilities, financial position and results 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 the
Group, and includes a description of the material risks that the Board of Directors, at the time of this report, deem might have a
significant impact on the financial performance of the Group.
The Board of Directors and CEO
Webstep ASA
Oslo, 24 April 2024
Sign.
Sign.
Sign.
Kjell Magne Leirgulen
Siw Ødegaard
Bendik Nicolai Blindheim
Chair of the Board
Board member
Board member
Sign.
Sign.
Sign.
Anna Söderblom
David Bjerkeli
Kjetil Bakke Eriksen
Board member
Board member
Chief Executive Officer
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WEBSTEP | ANNUAL REPORT 2023
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WEBSTEP | ANNUAL REPORT 2023
Auditors report
107
WEBSTEP | ANNUAL REPORT 2023
109
WEBSTEP | ANNUAL REPORT 2023
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WEBSTEP | ANNUAL REPORT 2023
Appendix
Alternative performance measure
Webstep discloses alternative performance measures as a
supplement to the financial statements prepared in accordance
with IFRS. Webstep believes that the alternative performance
measures provide useful supplemental information to
management, investors, equity analysts and other stakeholders.
These measures are commonly used and are meant to provide
an enhanced insight into the financial development of
Webstep's business operations and to improve comparability
between periods.
● EBITDA is short for Earnings before Interest and other
financial items, Taxes, Depreciation and Amortisation and
is a term commonly used by equity analysts and investors.
● EBIT is short for Earnings before Interest and other
financial items and Taxes and is a term commonly used by
equity analysts and investors.
● EBIT adjusted is as per the description in the second point
above, and also adjusted for one-off costs for the full year
2023 in total of NOK 35 million related to downsizing,
management changes, and impairment of
acquisition-related goodwill.
● EBIT per employee is Earnings before Interest and other
financial items and Taxes and is a term commonly used by
the equity analysts and investors.
● NIBD is short for Net Interest Bearing Debt and is defined
as interest bearing debt minus unrestricted cash and cash
equivalents.
● Group equity ratio is defined as the total consolidated
equity of the Group divided by total assets. The covenant
requires a Group equity ratio of minimum 0.3.
● NIBD/EBITDA is calculated as Net Interest Bearing Debt
divided by Earnings before Interest and other financial
items, Taxes, Depreciation and Amortisation (EBITDA). The
ratio is one of the debt covenants of the Company and it is
based on the rolling twelve months EBITDA. If the Company
has more cash than debt, the ratio can be negative. The
covenant requires a Group NIBD/EBITDA ratio of maximum
3.
Group departments
Webstep has 9 regional offices in major cities in Norway and Sweden. Webstep believes in the power of local business and the
decentralised model is based on strong local presence. The regional offices provide expertise and capacity to local clients, while
leveraging the full organisational capacity.
Oslo
Rebel, Universitetsgata 2
NO-0164 Oslo
Tel:+47 400 03 325
Bergen
Thormøhlensgate 47
NO-5006 Bergen
Tel:+47 400 03 325
Stavanger
Verksgata 1A,
NO-4013 Stavanger
Tel:+47 400 03 325
Trondheim
Kongens gate 16
NO-7011 Trondheim
Tel:+47 400 03 325
Sørlandet
Skippergata 19
NO-4611 Kristiansand S
Tel:+47 400 03 325
Haugalandet
Kvaløygata 3,
NO-5537 Haugesund
Tel:+47 400 03 325
Stockholm
Kungsgatan 57 A
111 22 Stockholm
Tel +46 (8) 21 40 70
Malmö
Skomakaregatan 4
211 34 Malmö
Tel +46 (8) 21 40 70
Uppsala
Suttungs Gränd 2
753 19 Uppsala
Tel +46 (8) 21 40 70
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