Our business
Småkraft’s business model is to bring capital and competence forward to communities that own natural resources they want to utilize to create renewable energy. Our access to competence and capital combined with the commitment from the communities give us a unique position to create long-term partnerships between long-term investors and the communities around our installations.
We enter long-term lease contracts with the landowners who own the rights to utilize the rivers as part of their property. During this lease period, Småkraft operates the power stations as safe, efficient and sustainable as possible. The profits we generate are shared between Småkraft and the landowners in line with the contract. After the land lease period is finalized, the landowners have the rights to get the power station back at predefined terms.
During the operational phase, the power stations feed electricity into the grid. The grid transfers the electricity to the consumers
Board of Directors
Annette Malm Justad
Chair
- Master in Technology Management and Master in Chemical Engineering
- More than 25 years of operational experience from Yara and Norsk Hydro, including shipping, and as CEO of listed EMS ASA
- Chair and Board Member of several listed and private companies
Claudia Ahnert
Board Member
- Degree in law from TU Dresden
- 7 years’ experience with hydropower as an Investment Manager at Aquila Capital
- 15+ years’ experience from legal sector, financial industry and renewables
Oldrik Verloop
Board Member
- LL.M. in Dutch Civil Law, Leiden University, and MBA, St. Gallen University
- 9 years’ experience with hydropower as Co-Head of Hydropower and Asset Management roles at Aquila Capital
- Advisor and Board Member of international private companies
Felix Renneke
Board Member
- LL.M. in corporate law, mergers and acquisitions, FOM University
- More than 10 years’ experience in the renewable energy industry
- Head of Asset & Fund Management, Hydropower, Aquila Capital
- 2 years’ consulting experience at PwC
Management team
Terje Vedeler
Chief Executive Officer
- MSc in Hydropower Engineering from Norwegian University of Sciences and Technology (NTNU)
- 30 years’ experience in leading positions in companies including Framo, FMC, Aker Solutions and Frydenbø Industrier
Pia Christine Helland
Chief Financial Officer
- MSc in Finance (Siv.øk) from Norwegian School of Economics and Business Administration, Master in Law (Cand.jur) from University of Bergen, Executive Master Program in Sustainable Business Strategy from Norwegian School of Economics and Business Administration
- More than 20 years of experience from various positions in Corporate Banking, Corporate Finance and Equity Capital Markets
David Inge Tveito
Chief Operational Officer
- MSc in Electrical Energy Engineering from Norwegian University of Science and Technology (NTNU)
- 20 years’ experience in energy companies including Statkraft, Scanenergy and Captiva
Bjarte Skår
Chief Commercial Officer
- 21 years’ experience as Head of Hydro at Brødrene Dahl AS
- 2 years as Chief Executive Officer at Hywer
Corporate governance report
The corporate governance statement clarifies the distribution of roles between the owners, the board and the management in the company.
Efficient and transparent management and control of the business forms the basis for creating long-term value for the owners, employees, other stakeholders and society in general, and as a result, contributes to sustainable and lasting value creation. The distribution of roles inspires confidence among stakeholders through predictability and credibility. Open and accessible communication from the company ensures that the Group maintains a good relationship with society in general and with all stakeholders affected by the company’s activities.
Corporate governance statement
Småkraft AS is the parent company for an underlying Group structure, the Småkraft Group. Småkraft adheres to the Norwegian Code of Practice for Corporate Governance (NUES) within the framework established by the company’s organization and ownership.
Småkraft is subject to reporting requirements relating to corporate governance according to Section 2-9 of the Accounting Act.
The company’s annual report includes a statement on corporate responsibility.
Business
The objective of Småkraft AS, alone, or through participation in, or cooperation with other companies, is to operate, maintain, and optimize energy facilities, conduct physical and financial energy trading and perform naturally related operations. Growth is handled through acquisitions and turnkey contracts, and Småkraft AS is registered in Norway and its management structure is based on Norwegian company legislation. Småkraft is also subject to the Norwegian Securities Trading Act and stock exchange regulations associated with the company’s debt obligations.
Equity and dividends
Småkraft AS’ share capital totals NOK 271,865,850 divided among 5,437,317 shares of NOK 50 each. Capital increases are processed through the General meeting of shareholders in Småkraft AS. The Companies Act states that the general meeting cannot adopt a higher dividend than that proposed or accepted by the Board of Directors.
The Board of Directors maintains a continuous focus on adapting the company’s objectives, strategy and risk profile to the company’s capital situation. Småkraft’s investments are financed through a combination of retained capital, borrowings and new equity contributed by the owner.
Equal treatment of shareholders and transactions with related parties
Småkraft engages in some transactions with companies that are closely related to Småkraft’s shareholder. All transactions are based on regular market terms and principles.
The instructions to the Board of Directors state that neither board members nor the CEO may participate in the processing or resolution of issues that are of substantial personal or financial interest to them or closely related parties. Any persons in such a situation must, on their own initiative, disclose any interest they or their closely related parties may have in the resolution of an issue.
General meetings
The owners exercise their authorities in the General Meeting of Småkraft. Before the general meetings the Board of Directors decides in matters assumed to be of significant importance for the purpose of the enterprise/ company, or which will significantly change the character of the activities.
Nomination committee
Småkraft AS has no nomination committee. The election of the board members appointed by the owners in Småkraft AS will take place in the general meeting.
Board of directors: composition and independence Småkraft AS has four board members. The goal is for the board to collectively represent the desired expertise based on the company’s objective, business area, challenges and the owners’ goals.
The work of the board of directors
The Board of Directors usually meets eight to ten times a year. The Chair of the Board of Directors will call for board meetings as often as is required. The Board of Directors has stipulated board instructions with guidelines for the work and case processing of the board. The instructions also cover the CEO. The instructions define the work scope, duties and authorities of the CEO in more detail than follows from the legislation.
The Board of Directors prepares an annual agenda for its work, with a special emphasis on goals, strategies and implementation. The Board of Directors informs the boards of subsidiaries of matters of potential significance for the subsidiary in question. The Board of Directors evaluates its own performance and expertise annually.
The board’s Audit Committee comprises three of the Board of Director’s members. The committee functions as a preparatory body for the board’s management and supervision work, and at least one member of the Audit Committee shall have experience in accounts management, financial management or auditing.
Risk management and internal control
The internal control concept includes compliance with the company’s value base and guidelines for ethics and corporate responsibility. Risk management is an integral part of all activities across the organisation and of the decision-making process. It supports the decision makers to prioritise their actions. Managers at all levels of the organisation are responsible for appropriate risk management. Risk management is regulated by mandates, requirements and guidelines. Follow-up of risk and risk management are incorporated in the daily business operations.
Risk management and internal control are integral parts of the Board of Directors’ work. To ensure that Småkraft has suitable and efficient systems in place for risk management and internal control, the Board of Directors shall:
• Review the Group’s most important risk areas
• Ensure that the systems are adequately established, implemented and followed up, e.g. through processing of reports submitted to the board by the CEO
• Ensure that risk management and internal control are integrated in the Group’s strategy and business plans
Furthermore, the Board of Directors shall ensure that the CEO has:
• Stipulated instructions and guidelines for how the Group’s risk management and internal control will be carried out in practice
• Established adequate control processes and functions
• Ensured that Småkraft’s risk management and internal control are carried out, documented, monitored, and followed up in a prudent manner
• The Group’s CFO is responsible for the process for Internal Control in the Financial Reporting (ICFR) in Småkraft
Remuneration of the board of directors
The Board of Directors do not get remunerated for their work as Directors by Småkraft AS.
Information and communication
The Board of Directors has stipulated guidelines for financial reporting and other information. Småkraft AS publishes its annual financial statement. Each year, Småkraft AS releases two interim reports and one annual report.
The financial calendar, press releases and stock exchange notices, interim reports and annual reports and other relevant information are published on Småkraft’s website.
Småkraft emphasizes transparent communication with all stakeholders. The information the company provides to its owners, lenders and the financial markets in general shall provide sufficient details to permit an evaluation of the company’s underlying values and risk exposure.
The owner and the financial markets shall be treated equally, and information shall be communicated in a timely manner.
Auditor
The General meeting appoints the auditor based on the Board of Directors proposal and stipulates the auditor’s fee. The auditor serves until a new auditor is appointed.
The Board of Directors and the auditor hold at least one meeting annually where the CEO and other Group executives are not present. The Audit Committee evaluates the external auditor’s independence and has established guidelines for use of the external auditor for consultancy purposes.
As part of the ordinary audit, the auditor presents an audit plan to the Audit Committee including a summary of the audit from last year. The auditor reports in writing to Småkraft’s Audit Committee concerning the company’s internal control, applied accounting principles, significant estimates in the accounts and any disagreements between the auditor and the administration. The Board of Directors is briefed on the highlights of the auditor’s reporting. At the end of the audit the auditor performs a summary meeting with the Audit Committee.