Corporate governance

Gentoo Media Inc. (“Gentoo” or “the company”) is a US corporation incorporated in the state of Delaware with corporate number 2309086. The headquarters is in Malta, with operations in Denmark, Spain, Serbia, Brazil and the United Kingdom.

Being a Delaware company, the company is subject to Delaware company legislation and regulation. In addition, certain aspects of the Norwegian Securities Law, the Swedish Financial Instruments Trading Act and specific duties and responsibilities under Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the “MAR”) and related legislation apply to the company due to its listing on both the Oslo Stock Exchange and NASDAQ Stockholm, including the requirement to publish an annual statement on its corporate governance policy.

The company’s Board of Directors and management adhere to the Norwegian Code of Practice for Corporate Governance, last revised 14 October 2021 (the “Norwegian Code”), and the Swedish Corporate Governance Code, last revised 1 January 2024 (the “Swedish Code”), both referred to as “the Codes” in this document. The company has Norway as its home member state and, in the case of any conflict, Norwegian regulations and the Norwegian Code will take precedence.

The company aims for compliance in all essential areas of the Codes; however, as a Delaware company, there are areas where full compliance with the Codes is not possible. The Codes are available at www.nues.no/eng and www.corporategovernanceboard.se.

The application of the Codes is based on a “comply or explain” principle, and any deviation from the Codes is explained under each item. The company’s corporate governance framework is subject to annual review by the Board of Directors, and the corporate governance report is presented in the company’s annual report and published on its website.

This corporate governance report is structured to cover all sections of the Norwegian Code of Practice as the basis, with additional sections to address the Swedish Corporate Governance Code. Each section includes further explanation of the company’s governance in relation to the Codes.

The company complies with the Codes in all material respects but deviates on the following points: Board authorisation to issue new shares (Section 3), and the formulation of guidelines for the use of the auditor for services other than auditing (Section 15).

The Codes are complied with in all material respects through the company’s Certificate of Incorporation, By-Laws (combined Articles of Association), and annual report.

As a Delaware corporation, the company’s business is not defined in the Articles of Association. A description of the business, along with the company’s objectives, strategy and risk profile, is available on its website and detailed further in the annual report. 

Given the nature of its operations, the company is constantly working to improve its ethical and fair business practices. The company is committed to complying with all laws and regulations affecting its business. It has established ethical and sustainability guidelines in line with its corporate values and as recommended by the Codes.

The Codes are complied with in all material respects. The company’s equity as at 31 December 2024 was negative EUR 9.4 million, as a result of the negative development within discontinuing operations in 2024. Apart from the financing of normal operating expenses, the company’s business model requires low tied-up capital in fixed assets, and the Board of Directors considers the current capital sufficient. The Board of Directors constantly assesses the company’s need for financial strength based on its objectives, strategy and risk profile.

The company has adopted a dividend policy under which, all else being equal, it aims to pay a dividend in accordance with self-imposed restrictions concerning financial solidity and liquidity, all of which must be adhered to. To date, the company has not paid any dividends to shareholders, and no dividends are proposed by the Board of Directors for the year 2024.

According to common practice for Delaware companies, the company has an authorised number of shares available that is higher than the current number of issued shares. The authorised number of shares has been approved by shareholders at a shareholder meeting. In compliance with the company’s Articles of Association and Delaware corporate law, the Board of Directors may issue shares up to this limit without any further shareholder approval. As at 31 March 2025, the number of authorised shares was 150,000,000 (par value USD 0.001), of which 134,707,974 were issued and outstanding. The ISIN code is US36467X2062.

The Codes are complied with in all material respects. The company has only one class of shares, which is listed on both the Oslo Stock Exchange and NASDAQ Stockholm.

Under Delaware law, existing shareholders do not have pre-emption rights. However, the company aims to offer such rights in the event of increases in share capital through private share issues for cash. If the Board of Directors carries out a cash-based increase in share capital and chooses not to offer pre-emption rights to existing shareholders, the increase will be minor. If not, a justification will be publicly disclosed in connection with the capital increase.

The company complies with the Codes. There are no limitations on the ownership or sale of the company’s shares. All GiG shares are freely negotiable, and no restrictions on negotiability are included in the company’s Articles of Association.

The Codes are complied with in all material respects, as stated below. A shareholder meeting ensures shareholders’ participation in the body that exercises the highest authority in the company and adopts the company’s Articles of Association.

Notices for shareholder meetings, including proposed resolutions and any supporting documents, are announced on the Oslo Stock Exchange, on Nasdaq Stockholm and on the company’s website, and are sent by mail to all shareholders registered in the Norwegian Central Securities Depository, Euronext Securities Oslo (“ES-OSL”) (previously VPS), in accordance with the company’s Articles of Association. The company’s by-laws require a minimum of 10 days’ notice to shareholders; however, longer notice has been given, and the company aims to follow the Swedish Code regarding notice periods and other procedures for shareholder meetings.

The company allows shareholders to vote by proxy, prepares a proxy form, and nominates a person available to vote on behalf of shareholders. Shareholders are allowed to vote separately on each candidate nominated for election to the company’s corporate bodies.

The company has decided to apply the Swedish Code by using English only for all communication, including notices, as the ownership structure warrants it. The same applies to the minutes of the meeting. The Swedish Code is also applied when verifying and signing the minutes. A shareholder, or a proxy representative of a shareholder, who is neither a member of the Board nor an employee of the company, is appointed to verify and sign the minutes.

The company’s chairman attends shareholder meetings, and the company further aims to meet the Swedish Code’s requirements regarding attendance at the annual meeting by other members of the Board, the CEO, the nomination committee and the company’s auditors.

The Codes are complied with. As a Delaware corporation, the governing law does not require a nomination committee. However, the company has established such a committee.

The nomination committee is responsible for reviewing the size, structure and composition of the Board, succession planning, the appointment of replacement and/or additional directors, and making appropriate recommendations to the Board. In 2024, the nomination committee held individual interviews with each member of the Board and the CEO.

The annual shareholders’ meeting in May 2024 resolved that the nomination committee shall represent all shareholders and consist of no fewer than three and no more than four members, to be appointed by the three largest shareholders of the company as of 31 August 2024. The company has followed the principles set out by the annual shareholders’ meeting, and the nomination committee members are as follows:

• Lukasz Wojciak, representing MJ Foundation
• Lukasz Borkowski, representing ZJ Foundation
• André Lavold, representing Optimus Invest Limited

For the Board of Directors, the Codes are complied with in all material respects. The shareholders’ meeting elects representatives to the Board, with resolutions on the composition of the Board passed by simple majority. The company seeks to nominate Board members who represent all shareholders and are independent from management. All Board members are subject to re-election on an annual basis.

The current Board of Directors consists of six members, of whom four are independent of the company’s main shareholders. Five of the Board members own shares in the company, either directly or indirectly. Information about the current Board members, their expertise, independence and shareholdings can be found on the company’s website.

As a Delaware company, Board members are not subject to term limits. However, members must be proposed, elected and re-elected at the annual shareholders’ meeting. The Chairman of the Board is formally elected by the Board of Directors in accordance with the company’s by-laws.

The company’s Chairman attends shareholder meetings, and the company also aims to meet the requirements of the Swedish Code concerning the attendance of other Board members, the CEO, the nomination committee and the company’s auditors at the annual general meeting.

The Codes are complied with in all material respects. The Board of Directors has primary responsibility for the management of the company and holds a supervisory role over executive management and the company’s activities. The company has established rules of procedure for both the Board of Directors and executive management.

In addition to monitoring and advisory duties, the Board’s main tasks include contributing to the development of corporate strategy and setting overall goals.

The Board of Directors appoints the CEO, and the Swedish Code is applied in the appointment, evaluation and, if necessary, dismissal of the CEO. The Board must also approve any significant external assignments the CEO undertakes.

The Board ensures that the company’s six- or nine-month report is reviewed by the auditor, in accordance with the Swedish Code. There is no equivalent requirement under the Norwegian Code.

The Board of Directors appoints a Remuneration Committee, an Audit Committee and an ESG & Compliance Committee, and establishes an annual plan for its work, including the internal allocation of responsibilities and duties. The Board has evaluated its work through individual interviews with the Nomination Committee.

Members of the Board and senior management must notify the Board of any material direct or indirect interests in transactions entered into by the company.

The Chairman of the Board is responsible for leading the work of the Board and chairing its meetings. Continual contact with the CEO ensures that the Chairman monitors the company’s development and that the Board receives the information it requires to fulfil its responsibilities. The Chairman also represents the company in matters related to ownership.

The Board held eight minuted meetings in 2024, all of which were attended by all members. The minutes were taken by the Group CFO, acting as secretary to the Board. At every meeting, a business and financial update was provided by the CEO.

The Codes are complied with in all material respects. The Board of Directors continuously assesses the company’s need for internal control systems for risk management, appropriate to the size and complexity of the business. The company employs various area-specific policies and procedures designed to manage risk.

Prior to the company’s split, the Board of Directors had established an independent Audit Committee, which oversaw the implementation of these policies and procedures. A new internal auditor will be engaged in 2025.

The Board of Directors is responsible for internal control and has established policies, procedures and instructions related to risk management and internal control. These documents are distributed to relevant employees and other stakeholders, and all employees are required to read, understand and sign off on the company’s policies and to comply with the code of conduct.

The internal control framework is the result of continuous risk management processes, which take into account the company’s business operations and the external environment in which it operates. The CEO and CFO are responsible for managing issues concerning insider information and for monitoring the company’s Investor Relations (IR) function.

The Codes are complied with in all material respects. Variable remuneration for the Board of Directors is not permitted under the Norwegian Code, which the company follows. Remuneration is set at a sufficiently competitive level to ensure the desired composition of the Board. It is resolved by the annual shareholders’ meeting, is paid as a fixed amount, and includes no performance-related elements.

The annual shareholders’ meeting in May 2024 approved the remuneration of the Board of Directors, including remuneration for the Remuneration Committee and the Audit Committee. Remuneration of the Board is disclosed in Note 2.4 of the 2024 Consolidated Financial Statements.

No Board members hold share options or participate in incentive programmes available to management or other employees.

As a general rule, members of the Board of Directors (or companies with which they are associated) should not undertake specific assignments for the company in addition to their role as Directors. If such assignments are made, they must be disclosed to the Board, and the related remuneration must be approved by the Board of Directors.

The Codes are complied with in all material respects. The Board sets the remuneration for the CEO and establishes guidelines for the remuneration of other members of senior management, including the level of fixed salaries, the principles and scope of bonus schemes, and any option grants. Performance-related remuneration is subject to an absolute limit.

The company has not issued a remuneration report. However, the policy for executive remuneration and the amounts paid in 2024 are described in Note 2.4, and the company’s incentive stock option programmes are described in Note 2.5 of the 2024 Consolidated Financial Statements.

The company has a Remuneration Committee consisting of two directors: Mikael Harstad (Committee Chair) and Hesam Yazdi. For the fiscal year 2024, the Remuneration Committee held monthly meetings, with both members present at each, along with the company’s CEO and Director of People.

The Codes are complied with in all material respects. The company places importance on informing its owners and investors about its development and financial position. Prompt financial reporting reduces the risk of information leakage and supports the equal treatment of shareholders.

Responsibility for Investor Relations (IR) and price-sensitive information rests with the company’s CEO and CFO, including guidelines for the company’s contact with shareholders outside of general meetings.

All information distributed to shareholders is available on the company’s website. Each year, the company publishes to the market the planned reporting dates for major events.

The company publishes an annual sustainability report, which is made available on its website. While no separate remuneration report is presented, information on remuneration to the Board of Directors and management, as well as share option plans, is included in the annual report.

The Code of Practice is complied with in all material respects. The company has no restrictions in its Articles of Association regarding takeovers, and the Board of Directors takes a pragmatic approach to any potential acquisition of the company.

If a takeover bid is made, the Board of Directors will ensure that shareholders receive sufficient and timely information. The Board will issue a statement before the bid expires, including a recommendation as to whether shareholders should accept the offer. In such circumstances, the Board’s primary responsibility is to maximise value for shareholders while also considering the interests of the company’s employees and customers.

The company has an Audit Committee consisting of two directors. For the fiscal year 2023, the Audit Committee held five meetings, with both members present at four. The committee also met with the external auditors regarding the third-quarter review and the annual financial statements. The auditors presented a review of their work and the company’s internal procedures to the Audit Committee, including an explanation of the results and information about the statutory audit.

The company has not developed specific guidelines for management’s use of the auditor for services other than audit. The auditors are used as advisors for general financial matters and in connection with the preparation of tax returns and general tax advice.

The auditors did not participate in the board meeting at which the annual financial statements for 2023 were finally approved, but did take part in earlier board meetings and Audit Committee meetings discussing the annual report. The auditors’ comments were presented to the Board of Directors by management and the Audit Committee. The auditors have been available for questions and comments at the Board’s discretion.