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WEBSTEP | ANNUAL REPORT 2022
Contents
Key figures 2
Letter from the CEO 3
Board of directors’ repor t 5
Equality and anti-discrimination statement 21
Financial statements – Group 27
Financial statements – Parent company 74
Annual statement on corporate governance 92
Statement by the Board of directors and CEO 101
Auditor’s report 104
Appendix 110
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WEBSTEP | ANNUAL REPORT 2022
Key figures
NOK million
2022
2021
2020
2019
Operating revenues
888.4
775.0
690.0
660.5
EBITDA
76.2
81.2
63.9
60.4
EBITDA margin
8.6%
10.5%
9.3%
9.1%
EBIT
54.6
65.9
50.0
49.1
EBIT margin
6.2%
8.5%
7.2%
7.4%
Net profit
38.4
48.5
36.7
36.1
Net cash flow
15.7
7.0
14.3
-8.0
Earnings per share (NOK)
1.40
1.80
1.38
1.36
Earnings per share, fully diluted (NOK)
1.39
1.77
1.38
1.36
Number of employees, average (FTE)
512
449
410
397
Number of employees, end of period
538
478
415
409
Operating revenue per employee (NOKt)
1,736
1,725
1,681
1,663
EBIT per employee (NOKt)
106.8
146.7
122.0
124.0
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WEBSTEP | ANNUAL REPORT 2022
Successful growth, sets focus on
increased profitability
In the last two years, Webstep has demonstrated its ability to
grow organically and showcase its capabilities. The company
has experienced a 30 per cent increase in the number of
employees since December 2020, which is a clear indication of
renewed growth capacity.
Webstep attracts top-tier professionals, and I am proud to
conclude that Webstep’s overall 2022 growth includes an
increase of over 60 employees, accounting for a 13 per cent
rise for the year.
The revenues rose by almost 15 per cent to 888 million,
primarily due to an increase in the number of employees and
hourly rates. However, the company's EBIT for 2022 was lower
compared to 2021 and below our expectations.
Steady long term goal
At Webstep, achieving profitable growth is crucial. While
headcount growth can increase our capacity, it also incurs
short term onboarding costs that can affect our profitability. To
mitigate this, we have optimised our sales activities to improve
utilisation and are focusing more on cost management.
Despite these short-term challenges, we remain committed to
our long-term goal of achieving an EBIT margin above 10 per
cent. With the current initiatives we have in place, I am
confident that we are well on our way to reaching our
profitability target going forward.
The digital transformation continues
The speed and scale of the digital transformation in society
has no historical precedent and the long term trend of
digitalisation continues. Software development services are
core in these markets, and software solutions are key for
increased efficiency, improved customer service and better
competitiveness.
At Webstep, we have designed our organisation to operate on
two key dimensions - primary competency areas and diverse
delivery models.
Competence and delivery models
Our primary competency areas encompass systems
development through software craftsmanship, architecture,
technology management, user experiences, business
intelligence, and machine learning.
On the other hand, the delivery models are Experts-for-hire,
Team-as-a-Service, and Projects-/Solution deliveries. The
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team-as-a-service offering has become the fastest-growing
segment within the company, driven by enterprise customers
like DNB and Equinor.
Webstep offers expert services in digitalisation and IT projects
across various industries. Our company’s service portfolio and
go-to-market approach has proven to be well suited to navigate
changing market conditions due to geopolitical turbulence,
energy crises and high interest rates. The fact that Webstep
continuously enhances our competencies by leveraging
strategic partnerships with dominant global technology
vendors and platforms, has further strengthened our position.
Webstep’s strongest asset
Webstep's success is attributed to our people. Our employees
are Webstep’s - by far - strongest asset, and the company
prioritises the development of its workplace as a product to
attract and retain top-tier professionals. Our consultants are
offered meaningful assignments, professional networking
opportunities, support for learning and a fair and transparent
employment environment. The Webstep work culture is driven
by the values of being skilled, innovative, generous, and
uncomplicated.
Webstep's open door policy, transparent processes, and
incentivised compensation structure, is vital to the company.
Webstep also recognises the importance of corporate
responsibility and sustainability and is implementing a new
initiative to increase the number of women in its organisation.
Teamwork for profitable growth
To sum up, Webstep has further established itself as a leading
software development partner in Norway and Sweden thanks
to several key factors. Emphasis on professional
craftsmanship and quality recruitments have played crucial
roles to this end. Additionally, the company's strong growth in
capacity and revenue has further solidified its position as a top
player in the industry, in favour of Webstep employees, our
customers, strategic partners - and long-term shareholder
value.
Honours and thanks
All our great employees deserve honours and thanks for their
adaptability and their solid efforts in 2022. The market is, more
than ever, facing continuous macroeconomic changes. The
need for reliable, experienced support and deep IT competence
is important to our customers, and we are offering a strong
and flexible service portfolio.
Based on our robust business model and our ability to adapt, I
strongly believe that Webstep is well positioned to continue to
deliver on our promise to the market: Developing for tomorrow.
Save Asmervik
CEO Webstep ASA
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Board of
directors’
report
Highlights
Webstep reported growth in revenues and capacity for 2022,
respectively 14.6 per cent and 12.6 per cent, and a decrease
in EBIT of 17.1 per cent. With the Company’s robust
business model Webstep has achieved a strong position in
the market, and continues to deliver expertise for
comprehensive projects and solutions. Webstep enters
2023 with a solid order book.
Strong financial position and positive outlook supports a
dividend proposal of NOK 1.70 per share for 2022.
Webstep recorded consolidated revenues in 2022 of NOK
888.4 million from NOK 775.0 million in 2021. Consolidated
EBIT for 2022 amounted to NOK 54.6 million from NOK 65.9
million in 2021. During 2022 Webstep has started the
transitioning from a period focused on growth to one
focused on profitability. The company has implemented
structural actions, improved cost management and
optimising sales activities to improve profitability.
At Webstep, we aim to be the top software development
partner in Norway and Sweden. We work hard to be the
preferred choice for our clients and create a work
environment that attracts and keeps the top-tier
professionals. Webstep's team of skilled experts reflects our
unique DNA, that values expertise, simplicity, innovation, and
generosity. As we plan for the future, we remain dedicated to
maintaining these core values that set us apart from our
competitors and drive our success.
Digital technology plays a vital role in driving societal
development. However, customers and markets are
increasingly confronted with an evolving macroeconomic
landscape, marked by geopolitical turbulence, energy crises,
high interest rates, and supply chain disruptions that may
impact purchasing behaviour in select segments.
Nevertheless, the steady long-term trend of digitalization
remains unaltered.
To enable businesses to successfully navigate this dynamic
environment, robust IT capabilities and experience are
essential. This requires dependable IT resources,
predictability, and a steadfast focus on cultivating long-term
strategic partnerships. This is especially true when it comes
to managing team deliveries, custom solutions, and
large-scale IT initiatives. Fortunately, Webstep's current
service portfolio and go-to-market approach are ideally
suited to this scenario.
Moreover, we continuously enhance our competencies by
leveraging strategic partnerships with dominant global
technology vendors and platforms. This is essential to
maintaining our reputation as a trusted technology partner.
Our people - Our strongest asset
Webstep is an organisation built out of the people, by the
people, for the people. Everything starts and ends with our
people. We are Norway's largest, purely senior consulting
company within IT and growing rapidly in Sweden. We focus
on quality recruitment, which results in attracting the best
professionals in the industry. Our employees have on
average more than 10 years of relevant experience. This
creates a solid foundation for a strong professional
environment and high-quality deliveries.
We are proud of continuing to show growth in all of our
geographical regions throughout 2022. The company's
overall growth includes an increase of over 60 employees,
accounting for a 13 per cent rise for the year.
Conceptually, our organisation is structured based on two
primary dimensions: Key competency areas and delivery
models.
The key competency areas we work with are system
development, architecture, technology management, user
experiences, business intelligence, and machine learning.
System Development is the core to our organisation and our
deliveries across our go-to-market model. We represent one
of the market’s strongest professional environments within
systems development, with approximately 450
service-minded senior consultants specialising in Java, .NET,
Open source, Android, IOS and more.
Methodical work with architecture provides scalable, robust,
and future-oriented solutions that enhance a business's
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ability to adapt over time. 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.
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, and agile coaching. This
area of expertise is a natural extension of our other areas
and is an essential ingredient in the delivery of teams or
projects.
Excellent user experiences are crucial for the success of
digital solutions. We work 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 an
essential ingredient in our deliveries.
Business Intelligence (BI) is about providing sound decision
support. 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.
Great software developers can be extremely valuable to a
customer in terms of both time-to-market and total cost of
ownership compared to ordinary ones. By taking a holistic
approach to software development they not only produce
functional code but also well-designed, maintainable, and
extensible code. At the heart of our approach across all of
our competency areas is the notion of “software
craftsmanship”. Software craftsmanship is an approach to
software development that emphasises the importance of
producing high-quality code that is not only functional but
also well-crafted. Like any craft, it requires skill, experience,
and dedication to produce great work.
To achieve this goal, software craftsmen and -women take a
holistic approach to software development that
encompasses everything from the architecture and design of
the code to the way it 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 the importance of
communication and collaboration within development
teams. This includes working closely with stakeholders to
understand their requirements and feedback, as well as
collaborating with other developers to share knowledge,
improve processes, and provide feedback on each other's
work.
Go-to-market model
Webstep delivers highly qualified technical expert services
on three levels:
1. Experts-for-hire: The traditional way of delivering advisory
services
2. Team-as-a-service: This offering allows Webstep to build
multidisciplinary teams to solve the customer's challenges.
3. Project deliveries and solution deliveries: This includes
development projects and complete solutions with a mix of
third-party software and system development.
To provide clients with hand-picked technology experts who,
in an efficient and effective manner, help to solve the client’s
challenges, is the traditional Webstep go-to-market model.
The projects are normally run and managed by the clients.
These services will continue and grow based on customer
needs.
Since the clients to an increasing extent request full scale
developer teams (“team-as-a-service”), projects and
end-to-end solutions that are managed and executed by their
IT service vendors, Webstep has invested in the expertise
and methodologies required in order to be a provider of these
services. Team deliveries are also correlated with stronger
strategic partnerships. What distinguishes this delivery from
the traditional Webstep model, is the fact that Webstep will
provide the client with full scale development teams as
opposed to single consultants for expert roles. TaaS is the
fastest growing segment within the corporation, largely
driven by further development within enterprise customers
like DNB and Equinor.
DNB is utilising our teams to develop key functionality to
their pension portal project. Team training and preparation
are core elements in Webstep Team-as-a-service deliveries.
Our TaaS deliveries within Equinor are part of a digital
transformation of Equinor. All six office locations in Norway
are involved in delivering services to Equinor.
The third delivery method is project deliveries and solution
deliveries. This includes development projects and complete
solutions with a mix of third-party software and system
development. Diar, Enova and Norwegian Environment
Agency (Miljødirektoratet) are typical examples of customers
that have requested full solution deliveries.
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Our workplace
As an IT consultancy, we operate in two distinct markets: one
for candidates and the other for customers. To keep our
position as a premium brand in this competitive landscape,
we recognize the importance of remaining attractive to both
markets. We believe that the most critical tool at our
disposal to achieve this is the design and implementation of
our workplace.
Webstep strives to be the best place to work in a highly
competitive market. Our models have been emulated by our
competitors, and we continue to focus on improving the
design and implementation of our workplace.
To continue our success, we prioritise the development of
our workplace as a product, ensuring 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.
The further development of our go-to-market model is a key
part in providing our employees with more and varied
assignments. Webstep consultants can now work their way
through projects at customer premises, customer projects
run from Webstep offices and even remote work.
Working at Webstep offers our consultants a unique
opportunity to expand their professional network. By
engaging with high-level clients and partnering with
industry-leading experts, they are exposed to a diverse range
of experiences and insights that fuel their professional
growth. This expanded professional network not only
enhances their current skill sets but also opens doors to new
opportunities and career advancements. Working at a senior
IT consultancy provides a unique opportunity for our
consultants to continue their professional development and
learning. Through us they work with clients from a wide
range of industries, providing exposure to a variety of
business models and challenges. 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.
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. We also recognize the importance of
corporate responsibility and sustainability as described
below. Additionally, we are implementing a new initiative to
increase the number of women in our organisation, aiming to
bring diverse perspectives, experiences, and skills to our
team.
Operations
The board of directors’ report for the Webstep group
(“Webstep” or “the Group”) comprises the parent company
Webstep ASA (“the Company”) and its subsidiaries. Webstep
ASA is a Norwegian public limited liability company
headquartered in Oslo, Norway. The Group has offices in
Norway and Sweden and had 538 employees as of 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), and in Stockholm,
Malmö and Uppsala (Sweden). Webstep believes in the
flexibility and responsiveness of a decentralised model
based on strong local presence. The regional offices serve
local clients with considerable autonomy, while leveraging
the full expertise and capacity of 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 and offers cutting-edge IT expertise such as
digitalization, cloud migration and integration, Internet of
Things (IoT), machine learning, IT security, robotics and
analytics.
An important part of the Group's strategy is to employ and
offer highly qualified senior IT consultants with significant
experience. As of 31 December 2022, the Group employed
538 employees, of which approximately 480 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.
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WEBSTEP | ANNUAL REPORT 2022
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 2022.
(All amounts in brackets are comparative figures for 2021
unless otherwise specifically stated).
Consolidated statement of income and comprehensive
income
Total operating revenues amounted to NOK 888.4 million, up
14.6 per cent from NOK 775.0 million in 2021. The revenue
growth was driven by an increased number of consultants
and hourly rates, and negatively affected by lower utilisation.
Revenues from subcontractors amounted to NOK 69.6
million (NOK 68.8 million).
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 2022
was 512 (449) and the number of working days was 253
(252) and 253 (253) in Norway and Sweden, respectively.
Cost of services and goods sold, mostly from use of
subcontractors, amounted to NOK 74.7 million (NOK 70.2
million) for the year.
Personnel expenses include salaries and benefits, pension,
tax, vacation pay and other items. A high proportion of salary
is variable. New consultants receive a guaranteed base
salary in the onboarding phase, which is the main driver for
higher personnel expenses in periods with high onboarding
activity. 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.
Salaries and personnel costs amounted to NOK 686.7 million
(NOK 583.7 million) for the full year. The increase is
explained by a higher number of employees, increased
revenues and culture building activities.
Other operating expenses amounted to NOK 50.8 million
(NOK 40.0 million) for the full year. Increased conference and
course attendance, as well as travel, have impacted
operating expenses in addition to structural action with
regard to office locations.
Depreciation and impairment costs were NOK 21.6 million
(NOK 15.3 million). The increase is explained by new office
locations, inventory and equipment in addition to write-down
of lease obligation.
Total consolidated EBITDA amounted to NOK 76.2 million
(NOK 81.2 million), and EBIT amounted to NOK 54.6 million
(NOK 65.9 million).
Net financial costs were NOK 4.4 million (NOK 3.5 million)
and income tax amounted to NOK 11.8 million (NOK 13.9
million). Net profit for the year was NOK 38.4 million (NOK
48.5 million).
Consolidated financial position
Total assets on 31 December amounted to NOK 679.0
million (NOK 649.0 million). Non-current assets were NOK
461.8 million (NOK 458.1 million) and consisted mainly of
intangible assets. Intangible assets amounted to NOK 380.1
million (NOK 383.6 million), and comprised primarily
acquisition-related goodwill of NOK 378.5 million (NOK 380.5
million). Currently, there are no indications that impairment is
required for any of the reporting units. Right-of-use assets
related to office rentals and car leases have been recognized
in the balance sheet at the total amount of NOK 65.1 million
(NOK 62.5 million). Total current assets of NOK 217.2 million
(NOK 190.9 million) consisted of trade receivables, other
current receivables and cash and short-term deposits. Trade
receivables amounted to NOK 145.7 million (NOK 132.8
million). Revenues are invoiced on a monthly basis, and
receivables are primarily due 30 days after invoicing. Other
current receivables were NOK 9.1 million (NOK 11.4 million).
Cash and short-term deposits amounted to NOK 62.3 million
(NOK 46.7 million).
Total equity on 31 December was NOK 393.4 million (NOK
393.7 million). The change is mainly related to earnings
generated, offset by 2021 dividends paid in 2022.
Non-current liabilities amounted to NOK 54.4 million (NOK
51.0 million) and consisted mainly of non-current leasing
liabilities of NOK 52.9 million (NOK 49.5 million). Current
liabilities of NOK 231.2 million (NOK 204.3 million) consisted
of current leasing liabilities, trade payables, tax payables,
social taxes and VAT and other short-term liabilities.
Cash flow
Net cash flow from operating activities amounted to NOK
74.0 million (NOK 54.7 million) in 2022. The change in cash
flow from operations compared to 2021 can primarily be
explained by change in receivables and liabilities.
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WEBSTEP | ANNUAL REPORT 2022
Net cash flow from investing activities was negative NOK
10.7 million (negative NOK 7.8 million). The investments are
mainly related to equipment for new employees and office
upgrades. 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 and the RCF.
Net cash flow from financing activities was negative NOK
47.6 million (negative NOK 40.0 million). The financing
activities in 2022 mainly consist of payment of dividends and
payment of lease liabilities.
The Webstep 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 2022. See note
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 85 per cent of
the consolidated operating revenues in 2022.
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 2022 came to NOK 761.6 million
(NOK 668.4 million), up 13.9 per cent compared to 2021. The
change in revenue is mainly driven by a higher number of
employees in addition to hourly rates, although offset by
lower utilisation. Revenues from subcontractors amounted
to NOK 45.7 million (NOK 45.8 million).
EBIT for the full year came to NOK 47.7 million (NOK 61.1
million). The change in EBIT is primarily explained by one-off
costs related to overhead cost reduction and write-down of
2023 lease obligation, in addition to other operating
expenses.
Webstep Norway had 444 employees on 31 December 2022
(403 employees). The average number of employees in 2022
was 425 (379).
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
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 126.9
million (NOK 106.7 million), an increase of 19.0 per cent.
Revenues were primarily impacted by increased number of
consultants and hourly rates.
Adjusted for fluctuation in exchange rates, revenue grew by
25.5 per cent compared to 2021. EBIT came to NOK 6.9
million (NOK 4.8 million) for the full year. The change in
EBIT is primarily related to increased revenues and therefore
also increased salaries in line with the salary model. EBIT
was also impacted by increased course attendance.
Webstep Sweden had 95 employees 31 December 2022 (75
employees). The average number of employees in 2022 was
86 (70).
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 2022
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
2022.
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. See note
4 for further information on Financial Risk.
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Business Risk
The Group is exposed to business risk especially related to:
● market development
● regulatory risk in the relevant markets
● its ability to attract and retain talents
● project risk and potential legal liability
● climate change
The Group's results are affected by macroeconomic
development and demand for its services. The large diversity
of customers combined with various projects in different
sectors and geographic areas, have a somewhat mitigating
effect on the market risk exposure of the Group. Long-term
contracts and consistent deliveries over time have secured a
low-volatility price structure. The variable salary model for
the majority of 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.
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.
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.
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.
Climate change can have a direct impact on both our
customers and investors. This could further lead to
behavioural change which Webstep would need to adapt to.
If the Group fails to meet present and future regulatory
requirements regarding climate change and sustainability,
the Group could experience both a financial and reputational
loss.
The Group monitors risks related to climate change in the
overall risk assessment of the Company and takes necessary
action if needed.
Financial Risk
The Group is exposed to financial risk such as:
● credit risk
● currency risk
● interest rate risk
● liquidity risk
The Group’s executive management team and the board of
directors monitor these risk factors on an ongoing basis and
take the necessary actions when required.
The Group’s exposure to credit risk 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, and there is no
single customer that represents a significant proportion of
total 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
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WEBSTEP | ANNUAL REPORT 2022
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.
The Group is exposed to interest rate risk primarily in relation
to its 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 stable financial situation in Norway, combined
with 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.
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 25.6 million
(NOK 20.9 million) in 2022. The Company’s net financial
revenue for 2022 was NOK 54.4 million (NOK 59.1 million)
and mainly consists of group contributions from its
subsidiary, Webstep AS. Profit before tax came to NOK 28.8
million (NOK 38.3 million), while net profit was NOK 22.4
million (NOK 29.8 million). The overall decrease in profit
before taxes, relates to the decrease in Group contribution
NOK 59.1 million (NOK 61.1 million) and increased operating
expenses.
The board proposes the following allocation of the net profit
of NOK 22.5 million for the parent company:
Transferred from other equity NOK 24.5 million
Proposed dividends for 2021 NOK 47.0 million
The book value of the Company’s investments in the
subsidiary companies 31 December 2022 is NOK 432.1
million (NOK 432.1 million). 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 42.1 million
(NOK 31.1 million), and the liabilities to Group companies
amounted to NOK 205.2 million (NOK 182.2 million). Total
receivables from Group companies amounted to NOK 65.2
million (NOK 66.0 million). Equity amounted to NOK 273.5
million (NOK 287.7 million), which corresponds to an equity
ratio of 50.6 per cent (54.2 per cent). Changes in equity is
mainly explained by profit for the period offset by the
proposed dividend for 2022.
The board of directors considers that Webstep ASA had
adequate equity and liquidity at the end of 2022. The board
of directors will propose an ordinary dividend of NOK 1.70
per share for approval by the Annual General Meeting 4 May
2023. The proposed dividend represents 210 per cent of the
annual net profit of the Company, and 122 per cent of the
consolidated annual net profit of the Group. This is in
accordance with the Company’s dividend policy.
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WEBSTEP | ANNUAL REPORT 2022
Corporate Responsibility Statement
Within all the Corporate Responsibility areas there are a
broad set of relevant laws and regulations. The most
prominent ones are:
The Equality and Anti-Discrimination Act - To secure and
improve the position of women and minorities.
The Working Environment Act - To ensure safe working
conditions and equal treatment among workers, and to
ensure that the working environment forms a basis for a
health-promoting and meaningful work situation.
The Transparency Act - To promote and secure enterprises’
respect and compliance with fundamental human rights and
decent working conditions in the entire value chain.
Webstep has a strong vision to make an impact on how
society is being developed, and by recognizing our
responsibilities, Webstep seeks to influence and help support
the work of individuals and groups that are dedicated to
making a positive change creating safe and sustainable
societies.
For Webstep, the most strategic element of Corporate
Responsibility is the people's focus. 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 addition to the people aspect, we are pro-actively using
compliant suppliers and will be tracking our customers'
contribution to improved sustainability when the EU
taxonomy for sustainable activities is implemented.
UN’s Sustainable Development Goals
Both as an organisation and an employer Webstep
recognises our responsibility to contribute to the
achievement of UN’s Sustainable Development Goals
(SDGs). Among the listed SDGs, Webstep believes we can
have a significant impact on - hence a strong internal focus
on - the following five goals:
In short, our focus on the five goals are as follows:
4 - Quality Education
Focusing competency building through involvement and
cooperation with institutions for higher education and
competence network organisations.
5 - Gender Equality
Focusing on equal pay, career possibilities, life phase
policies and work-life balance
8 - Decent work and economic growth
Addressing the combination of great working conditions and
focus on profitable growth
9 - Industry, innovation and infrastructure
Combining technology and knowledge in order to create
innovative, inclusive and sustainable customer solutions in
the fields of environmental- and climate challenges
12 - Responsible consumption and production
Promoting sustainable consumption- and production
practices through low energy solutions and increased
operational efficiency
To ensure that we achieve our ambitions within these areas,
Webstep has recently established a renewed internal control.
Internal Control Framework
Webstep has now in place 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:
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WEBSTEP | ANNUAL REPORT 2022
● The Control Structure
● Risk Assessment
● Controls (Mitigation of Risks)
● Communication
● Review
The Webstep Control Structure guides the daily operations
and decisions in Webstep. The prominent laws and external
guidelines within Corporate responsibility are well covered.
The key documents of the Webstep Control Structure are:
Corporate Governance Policy
Webstep ASA considers good corporate governance to be a
prerequisite for value creation and trustworthiness, and for
access to capital. (See the Annual statement on corporate
governance for more information.)
Webstep Values
The meaning and consequences following the four Webstep
core values: skilled, innovative, generous and uncomplicated
Corporate Guidelines
Rules for business conduct, including guidelines for ethical
behaviour, social responsibility and whistleblowing.
Quality Policy
Guidelines securing that all deliveries satisfy agreed upon
customer and employee’s expectations.
Due Diligence Policy
Address human rights respect in accordance with our
Corporate Governance statement and Company Guidelines.
The Equality and Anti-Discrimination Act
Websteps work on equality and anti-discrimination is well
integrated in our Corporate Governance Policy, Webstep
Values and the Corporate Guidelines.
Increasing the proportion of female employees is an explicit
strategic initiative for Webstep. In our work on equality, we
emphasise 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.
The complete Webstep Equality and anti-discrimination
statement follows the Board of director’s report.
The Working Environment Act
Websteps work on the working environment is strongly
integrated in our Corporate Governance Policy, Webstep
Values and the Corporate Guidelines.
Creating an attractive working environment, both physically
and psychologically, is key to attracting and retaining
employees. This makes the work environment a strategic
area of investment for Webstep.
The Transparency Act
Webstep has established a Due Diligence Policy built upon
the Corporate Governance Policy and Webstep Values.
Webstep is working to ensure accountability in its own
operations and our value chains. Due diligence assessments
in Webstep ensure that we respect human rights in
accordance with our Corporate Governance and our
Guidelines.
The policy provides an overview of the steps in the due
diligence assessment, what this means for Webstep and
how it is integrated in our policies, systems and routines.
UN’s Sustainable Development Goal
Webstep’s commitment to the UN Sustainable Development
Goals is founded on the Corporate Governance Policy,
Webstep Values, Corporate Guidelines and Due Diligence
Policy.
The people aspects of the goals are the most important ones
for Webstep. In addition Webstep put substantial effort into
contributing with - and through - our customers, to secure
sustainable solutions within a long range of industries.
Risks
Webstep performs an annual risk assessment of business
and financial matters as well as Corporate Responsibility.
The assessments are carried out annually and the results are
reported to the board of directors.
The Webstep 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.
The nature of Webstep’s operations implies relatively low
inherent risk within most areas for corporate responsibility,
such as environment, social conditions, work environment,
discrimination, human rights, corruption, bribery and equal
opportunities.
For 2022 the most important risks uncovered in the risk
assessment were:
Risk of sickness and absence due to psychological
insecurity, work expectations and impostor syndrome
These are well known risks within the software consultant
business, due to a continuous expectation of mastering new
technology and solving complex matters. During 2022
Webstep has run several activities to build subject matter
awareness and competency among employees and
management. Going forward we plan a range of activities to
build an even stronger culture, better competence and
improved processes for onboarding and follow-up.
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WEBSTEP | ANNUAL REPORT 2022
● The Work Environment Survey confirms that the
probability of the risk is limited.
Risk of missing opportunities for the employees for
life-long learning
Webstep considers itself to have a rich, high quality
competence offering, making lifelong learning a core
process within the company. Webstep makes significant
annual investments in this area and plans to continue to do
so in the years to come.
● The Work Environment Survey strongly confirms
that the probability of the risk is minimal.
Risk of lacking equality and undermine the women's
position in the company
The IT consulting industry is characterised by a high share of
male employees. Webstep works actively to attract female
employees and recognizes its responsibility to always strive
for a better gender balance. We also recognize that there is
an inherent risk that discrimination could occur in different
processes within the company. As such, we aim to be a role
model within the tech industry by recognizing and
addressing such risks.
Significant risks are identified with relevance to our work on
equality and anti-discrimination, including recruitment and
promotions. Hand-picking experts and operating in a fiercely
competitive recruitment market, leads to a majority of hires
being identified by the company through various channels.
The recruitment work, both management and consultant
recruitments, are generally not covered by our working
environment surveys, hence a need to establish risk reducing
policies and procedures in this field. This risk is particularly
relevant for management positions. In addition we have
assessed other areas as required by Norway’s Equality and
Anti-Discrimination Act.
● Work-life balance, employer assisted provisions,
equal pay and working conditions are all areas
where our surveys strongly confirm that the
probability of risks is minimal.
Risk of poor working environment and non-profitable
growth or lack of growth
Webstep has a long tradition of providing a great work
experience for our employees. Webstep also has had a
sound growth and good profits relative to the issue of
Corporate responsibility of running a sound business.
● The Work Environment Survey and regular external
financial reporting strongly confirms that the
probability of the risk is minimal.
Risk of unauthorised access to, manipulation of or denial of
access to sensitive and critical information
Webstep consultants are engaged in business critical
systems for customers, and cyber security is key to protect
the customers’ data and processes. Webstep ensures that
consultants are trained on cyber security, and has the past
few years recruited many experts within this area of
expertise. This is regarded as an important part of
maintaining the Company’s professional integrity.
Security policies are also integrated in Webstep’s internal
corporate governance, providing a platform for effective risk
assessment and activities preventing security breaches and
loss of data. There is ongoing work in the digital security
area making sure Webstep avoids being affected by cyber
security incidents affecting operations.
● In place and automated control mechanisms,
preventive measures and system and regulatory
follow-up indicate that the risk is low
Mitigation of risks
Data protection and digital security are key priorities at
Webstep, and the Company is continuously monitoring the
situation. Based on the Control structure and the risk
assessment, Webstep has established a set of control
activities to mitigate risks to the achievement of the
company’s overall objectives.
The Control activities are performed at all levels of the
company. They may be preventive or detective in nature and
may encompass a range of manual and automated activities
such as authorizations and approvals, verifications,
reconciliations, and busi ness performance reviews.
For the Corporate responsibility areas Webstep has
established a range of control activities:
The Equality and Anti-Discrimination Act
● Standard Employee contract with standard salary
structure
● Whistleblowing routines
● Working Environment Committee (AMU)
● Standard HSE agenda in board meetings and
executive management meetings
The Working Environment Act
● Webstep has an established working environment
committee with representatives from Webstep
consultants and management respectively.
● Three selected employees serving as board
members in Webstep AS and observers to the board
of directors in Webstep ASA
● Standard HSE agenda in board meetings and
executive management meetings
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WEBSTEP | ANNUAL REPORT 2022
● Function of Safety Representative
● Instructions for the HSE area
● Occupational health services for the employees for
each location
● Annual review of the HSE-area on each office
location
The Transparency Act
● Webstep has established a Policy for Transparency
and has carried out the initial assessment of
suppliers. We are currently implementing controls
within this area.
UN’s Sustainable Development Goal
● Education - Structured registering and overview of
competency in CV-system
● Education - Periodic follow-up of the employees
with respect to competence
● Gender equality - see “The Equality and
Anti-Discrimination Act”
● Decent Work and Economic Growth - see The
Working Environment Act and Financial statement
● Industry, innovation and infrastructure - Evaluation
of contribution to sustainability of customer
projects
● Responsible Consumption - Bi-annual review of
Eco-Lighthouse compliance
Personal Data Act
● Review of GDPR foundation to store personal
information in CRM-system
● Annual employee self-assessment of compliance to
ICT Guidelines
Relevant information and metrics for the Corporate
responsible area
Webstep communicates information related to intern control
internally and externally.
Internally we use the information to build awareness, to
educate about the intern control and relevant regulations.
Externally we use information from internal control to create
transparency and to document the compliance to relevant
regulations. Quarterly and annual reports are key elements.
Websteps internal control includes monitoring of key metrics
to secure the efficiency of our business processes and
control activities. In addition to the metrics, it is relevant to
present activities for the Corporate responsibility areas.
The Equality and Anti-Discrimination Act
The table below gives an overview of key metrics regarding
gender equality in numbers of employees and salaries.
Pay differential - female proportion of male pay in %
2022
2021
Norway
Share
women
Share
men
Salary%
Share
women
Share
men
Salary%
Total
16%
84%
97%
14%
86%
95%
Consultants
13%
87%
91%
13%
87%
92%
Advisors
37%
63%
105%
32%
68%
94%
Administration
60%
40%
121%
43%
57%
110%
Management
0%
100%
N/A
11%
89%
104%
2022
2021
Sweden
Share
women
Share
men
Salary%
Share
women
Share
men
Salary%
Total
19%
81%
74%
17%
83%
67%
Consultants
12%
88%
70%
9%
91%
75%
Advisors
40%
60%
101%
20%
80%
N/A
Administration
83%
17%
157%
100%
0%
N/A
Management
29%
71%
61%
33%
67%
N/A
We have a general increase in the share of female employees
from 14% to 16%. This is an expected response to proactive
activities within recruiting. In 2022 the share of signed
female employees was 22%.
The female representation in Executive Management is lower
than acceptable.
Executive management team salary details are shown in
note 7 of the consolidated financial statement and the
Company’s remuneration report.
Below is a list of relevant activities through 2022:
● Women of Webstep - Webstep internal network for
women running a range of activities
● The launch of a strategic initiative to raise the
number of women, women role models and multi
level women managers in Webstep.
● Sponsor and actively contribute to multiple
initiatives that promote the position of women in
tech like TENK tech camp, Women in Tech by NHO
and the annual scoring of 50 most prominent
Norwegian Tech Women by Abelia / ODA network.
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WEBSTEP | ANNUAL REPORT 2022
● Improved internal availability of information related
to relevant guidelines, values and procedures
The Working Environment Act
The table below shows key indexes from the Employee
Survey and the sick leave per cent for 2022 and 2021.
2022
2021
Women
Men
Women
Men
Employee Satisfaction index (0 to 100)
91
90
95
91
Employee Loyalty Index (-100 to 100)
64
62
86
63
Employee Satisfaction (1-5) "I'm proud
to work at Webstep"
4,55
4,50
4,84
4,64
Sick leave in percent
2,9%
2,2%
Webstep has higher results than Netigate’s benchmark for all
question areas. (Netigate being a recognized survey
supplier). A positive Employee Loyalty Index is perceived to
be good and >+20 to be very good.
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 2022 nor
2021. 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. Below is a list of relevant activities through 2022:
● Annual working environment committee report
● Annual employee survey
● Established improved employee contracts with
guarantee salary and care leave
● Updated corporate guidelines
● Extended risk assessment for the corporate
responsibility area
● Improved insurance package for employees
● Social and competency activities back to normal
post Covid
● New HSE portal
● Education of management of HSE area
The Transparency Act
The report on the transparency act will be made available on
our web homepage by the end of June 2023.
UN’s Sustainable Development Goal
The most relevant monitoring of relevant metrics for the ESG
area are covered by the previous sections.
Below is a list of relevant activities through 2022:
● Eco Lighthouse certification 2022-2025
● Humanitarian aid donations through regional,
national and international NGOs (Non governmental
Organisations),
● ESG materiality assessment
● ESG education of executive management and the
board of directors
Information Security
Webstep did not experience any data security breaches in
2022, nor 2021. The most relevant monitoring of relevant
metrics for the ESG area are covered by the previous
sections.
Below is a list of relevant activities through 2022:
● Information Security Assessment of key
applications
● Risk assessment of salary reports for consultants
● Upgrade to more secure platform for office
applications (Google Workspace Enterprise)
● Annual self-assessment for employees based on
ICT-guidelines
● Education on information security for employees
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 2022 has
been approved by the board and can be found at this section
in the Annual Report.
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WEBSTEP | ANNUAL REPORT 2022
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 30 December 2022 of NOK 24.80.
The total number of outstanding shares 31 December 2022
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.
Employee share purchase program
In the fourth quarter of 2022, all employees in Webstep AS
and Webstep ASA were given the opportunity to purchase
shares in Webstep ASA through a share purchase program.
40 per cent of the eligible employees participated in the
program. They acquired a total of 166,850 shares with a 15
per cent discount to the market price. The shares acquired
were subject to a lock-up period of two years, and the
reduced offer price reflected the value-reducing effect of the
lock-up period. The share capital was increased to issue new
shares related to the program.
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 managers 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 1,344,631 on 31 December 2022.
The potential dilution through the LTIP accounts for 155,548
shares. During the year a total of 163,151 vested shares were
exercised. The outstanding options may be settled in cash.
See note 22 for further details.
Changes to the executive management and board of
directors
Rolf Helle stepped down from his position as Director
Business Development and the executive management in
February 2022 and held the role Strategic Advisor until
February 2023. Erlend Nævdal took over the position as
Director Business Development from February 2022.
Anders Høibakk started as Manager Oslo in February 2022.
Geir Jåthun Hindenes stepped down from his position as
Regional Manager in Stavanger 31 July 2022. Arne
Sværen-Bryne took over the position from 1 August 2022.
Liv Annike Kverneland stepped down as CFO 31 August
2022. The Company continued with interims - CFO Truls
Oftedal Ellingsen until 31 December 2022. Ida Amalie Oma
was appointed CFO from 1 January 2023.
Otto Backer Solberg, Communication Officer, stepped down
from the executive management at the end of 2022.
At the annual general meeting 28 April 2022 Kjetil Bakke
Eriksen was elected as chair of the board after Trond K.
Johannessen made his directorship available. Kjetil Bakke
Eriksen is a former CEO of Webstep and brings good insight
into the Company’s operations.
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WEBSTEP | ANNUAL REPORT 2022
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
Material events after the balance sheet date that occur
before the Board of Directors has approved the financial
statements may make it necessary to change the annual
financial statements or to disclose the matter in the notes to
the financial statements. If new information emerges
regarding a matter that existed on the balance sheet date,
and the matter is material, the financial statements must be
changed.
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.
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WEBSTEP | ANNUAL REPORT 2022
Outlook
These forward-looking statements reflect current views about
future events and are, by their nature, subject to significant
risks and uncertainties.
Unprecedented in history, the rapid and vast digital
transformation persists. At its core lies software
development services. Digitalised services and solutions
enhance efficiency, customer service, and competitiveness.
However, the ongoing macroeconomic situation has led to
higher global instability and risk in 2023 and foreseeable
future. Although the IT consultancy market is known to have
a higher resistance to global uncertainty, its impact on our
operations cannot be ruled out.
Profitable growth is key. Headcount growth provides
increased capacity, but this also comes with a short term
cost affecting profitability. We now optimise our sales
activities in order to improve utilisation. In addition, we will
focus on cost management. In the long run we are aiming at
an EBIT margin above 10 per cent.
We are transitioning from a period focusing on growth to one
focused on profitability and the steps taken today will
support us in achieving tomorrow’s long-term ambitions.
Actively collaborating with significant strategic clients
through team-based and project-oriented deliveries is
essential for consolidating and fortifying our standing.
Concentrating on profitability enables us to identify and
emphasise the areas where we excel and provide the
greatest value to our customers. This approach allows us to
refine and concentrate on our core competencies.
In order to ensure our long-term competitiveness, we will
continue to evolve our services and go-to-market model. This
includes ongoing innovation in both our offerings and the
ways we deliver them, while further strengthening our brand
and market reputation.
We believe that by expanding our expertise across various
areas, we can create valuable synergies and provide
enhanced benefits to our clients. Webstep has traditionally
served stable customers through long-term contracts. We
expect this trend to continue, and we remain optimistic about
our ability to maintain our market position in the foreseeable
future.
We recognize that adapting our approach is necessary, and
we are committed to investing the time, resources, and
energy needed for success. Our ultimate objective is to
develop an even more dynamic, innovative and robust
business that flourishes in an evolving marketplace. With our
solid business model and adaptability, Webstep is well
positioned to fulfil our market promise: Developing for
tomorrow.
The dividend policy remains unchanged, and the board of
directors intend to propose a dividend of NOK 1.70
representing 122 per cent of the annual net profit of the
Group for 2022.
Webstep ASA
Oslo, 12 April 2023
Kjetil Bakke Eriksen
Siw Ødegaard
Toril Nag
Chair of the Board
Board member
Board member
Trond Klethagen Johannessen
Trygve Christian Moe
Save Asmervik
Board member
Board member
Chief Executive Officer
21
WEBSTEP | ANNUAL REPORT 2022
Equality and anti-discrimination statement
To stay a preferred employer in our industry, requires that
Webstep utilise the full width of an increasingly diverse talent
pool. Equal and fair treatment and opportunities are crucial
parts of ensuring success in our work on diversity.
In this context, diversity represents more to us than ethnicity,
beliefs and gender. Variety in the traits, skills and experience
broadens our perspective and improves the understanding of
employer and customer needs.
2022 core issues are:
● Raise in women employees
Increasing the proportion of female employees is an
explicit strategic initiative for Webstep. During 2022,
the proportion of women increased from 14% (68)
to 16% (84).
● Work-life balance
Our permanent jobs are full-time. For this reason,
we have no involuntary part-time working.
Employees who reduce from full-time to part-time
do so for welfare reasons. On 31 December 2022,
we have no temporary employees.
● Flexible parental leave opportunities
On average, women choose to take longer parental
leave than men. We promote equal opportunity for
both genders to take full parental leave. Webstep
partially covers the gap between regular pay and
national insurance rates.
Webstep work on equality and anti-discrimination
We compete for our position as a great place to work, and to
be a preferred employer in the IT services industry. Part of
this employee offering is the individual experience of equal
opportunity, inclusion and involvement.
Our 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 comply with the Norwegian Equality and
Anti-Discrimination Act, certain areas are evaluated based on
the requirements outlined in the act. The act aims to ensure
that all individuals have equal opportunities and rights, and
prohibits discrimination on the basis of ethnicity, skin colour,
language, religion, and beliefs.
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. 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.
Procedures, guidelines and values
Webstep acts upon its procedures, guidelines and values as
follows:
● In order to achieve equality and avoid
discrimination, our efforts are aligned with Webstep
guidelines, values and procedures
● Our governance structure defines that the
management reports regularly on specific relevant
governance areas. The board holds 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
● Webstep values of being skilled, innovative,
generous and uncomplicated serve as a foundation
for our choices and behaviour to the point where all
employees, regardless of their background, should
experience the width of our offerings and benefits
● 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. Our
guidelines and routines are revised on a yearly basis
by AMU and top management
● As part of our internal guidelines, we have
whistleblowing routines with clear channels of
communication. Our whistleblowing routines are
based on the principles of confidentiality,
impartiality and contradiction
22
WEBSTEP | ANNUAL REPORT 2022
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. We also recognise that there is
an inherent risk that discrimination could occur in different
processes within the company. As such, we aim to be a role
model within the tech industry by addressing such risks.
Significant risks identified with relevance to our work on
equality and anti-discrimination at Webstep, include
recruitment and promotions. Hand-picking experts and
operating in a fiercely competitive recruitment market leads
to a majority of hires being identified by the company
through various channels. These areas are also not a natural
part of surveys related to our working environment. For this
reason, we have put in place targeted policies and
procedures which serve to minimise these risks. This risk is
particularly relevant for management positions.
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.
We have 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 our surveys strongly confirm that the
probability of risks is minimal.
However, considering the statistics for gender balance,
Webstep recognizes the need for improvement both for the
IT industry at large, and within the Company. 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 the public debate as well at
supporting events focused on women in technology.
Webstep work on equality and anti-discrimination in
practice
As part of our effort to promote equality and prevent
discrimination, we adopt measures to mitigate potential risks
and evaluate to make further progress. HSE is also
entrenched in the board and an important item in board and
executive management meetings.
In 2022, we redefined and strengthened our quality
management system. This work standardises our
recruitment process, and serves to ensure candidates equal
and fair treatment.
For key recruitments and promotions at the managerial level,
we require 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.
Employee surveys are conducted for the whole group, and
serve as a basis of mapping our efforts and improving
further. In 2022, our annual Work Environment Survey also
included questions regarding the experience of inclusion and
psychological safety. The results are systematically reviewed
to remain an attractive employer to highly qualified experts,
regardless of background.
We devote time and resources to initiatives that promote the
position of both current and future women in the tech
industry. Our equality and anti-discrimination efforts include
the following:
● At Webstep, we make it clear that increasing the
number of women in our workforce is a strategic
initiative, and we continually work to raise
awareness about this goal
● Our internal network for women, “Women of
Webstep”, is an important arena for ensuring gender
inclusion. This includes local events for all female
employees, and a workshop event for female
managers addressing an increase in women
employees
● During 2022, we signed the “CEO commitment” by
Oda, a network for women in technology. This
expresses our commitment to promote equality and
anti-discrimination
● We sponsor and actively contribute to multiple
initiatives that promote the position of women in
tech. TENK tech camp encourages future
generations of female technologists, while Women
in Tech by NHO and Top 50 women in tech by Abelia
promote the position of current women in our
industry
● Webstep actively supports and encourages external
visibility for internal role models at our company
● During 2022, we improved the internal availability of
information related to relevant guidelines, values
and procedures
● Status checks are conducted several times a year
between each employee and their manager. This
ensures a dialogue and opportunity for each
23
WEBSTEP | ANNUAL REPORT 2022
individual employee to express their Webstep
experience, needs and development
Results of our work
In our surveys, no systematic deficiencies were identified
that could lead to discriminatory treatment. No cases were
reported to the AMU or through our whistleblowing routines
in 2022.
Our 2022 annual survey results show:
● Insignificant - or no - differences between women
and men, and generally very positive feedback on
employee experiences
● An average score for women (95) is slightly higher
than men (94) on the employee satisfaction index.
(ESI 0-100 index)
● Average scores for women (68) are also higher than
men (62) on the Employee Loyalty Index (eNPS -100
to +100 index)
● 86% of Webstep women, and 88 % of men
respectively, strongly agree or agree that they
experience high levels of psychological safety
● 91% of Webstep women and 92% of Webstep men,
respectively, strongly agree or agree they can act
according to who they are at Webstep
● Women at Webstep experience the same high levels
of development as men
96% of women and 92% of men strongly agree or agree that
their work-life balance at Webstep is good.
24
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WEBSTEP | ANNUAL REPORT 2022
Financial statements – Group
Consolidated statement of comprehensive income
NOK 000's
Note
2022
2021
Sales Revenues
5
Total revenues
Cost of goods and services (COGS)
(74,713 )
(70,200 )
Salaries and personnel expenses
7,8,22
(686,728 )
(583,665 )
Depreciation and impairment
11,12
(21,580 )
(15,273 )
Other operating expenses
7,24
(50,769 )
(39,961 )
Total operating expenses
(833,790 )
(709,100 )
Operating profit (loss)
Finance income
9
Finance expense
9,24
(5,389 )
(3,633 )
Profit before tax
Income tax expense
10
(11,838 )
(13,916 )
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 )
(5,929 )
Other comprehensive income for the
year, net of tax
(2,589 )
(5,929 )
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
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WEBSTEP | ANNUAL REPORT 2022
Consolidated statement of financial position
31 Dec
31 Dec
NOK 000's
Note
2022
2021
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
15
Treasury shares
15
(30 )
(54 )
Share premium
Retained earnings
Shareholders equity
16, 22
Liabilities
Deferred tax
10
Non-current leasing liabilities
24
Total non-current liabilities
Current leasing liabilities
24
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
Webstep ASA
Oslo, 12 April 2023
Kjetil Bakke Eriksen
Siw Ødegaard
Toril Nag
Chair of the Board
Board member
Board member
Trond Klethagen Johannessen
Trygve Christian Moe
Save Asmervik
Board member
Board member
Chief Executive Officer
28
WEBSTEP | ANNUAL REPORT 2022
Consolidated statement of change in equity
Issued
capital
Treasury
shares
Share
premium
Foreign
currency
translation
reserve
Retained
earnings
Total
earned
equity
Non-cont
rolling
interests
Total
equity
NOK 000's
Note
01.01.2021
-59
Profit for the period
Other comprehensive
income/(loss)
(5,929 )
(5,929 )
(5,929 )
Sales of treasury shares
22
Share incentive program
22
Share issue
22
Dividends
26
(43,052 )
(43,052 )
(43,052 )
31 December 2021
-53
Profit for the period
Other comprehensive
income/(loss)
(2,589 )
(2,589 )
(2,589 )
Sales of treasury shares
22
Share incentive program
22
Share issue
22
Dividends
26
(46,489 )
(46,489 )
(46,489 )
31 December 2022
-29
29
WEBSTEP | ANNUAL REPORT 2022
Consolidated statement of cash flows
NOK 000's
Note
2022
2021
Operating activities
Profit/ (loss) before tax
Adjustments for:
Depreciation of property, plant and equipment
11,12,24
Interest income
9
(1,014 )
(120 )
Interest expense
9
Net change in trade and other receivables
14
(10,673 )
(24,390 )
Net change in trade and other liabilities
18,19
Net foreign exchange differences
(456 )
(1,323 )
Income tax expense
10
(15,209 )
(9,959 )
Interest received
9
Interest paid
9
(5,389 )
(3,633 )
Net cash flow from operating activities
Investing activities
Investments in property and equipment
12
(10,724 )
(7,750 )
Net cash flow from investing activities
(10,724 )
(7,750 )
Financing activities
Payment of principal portion of lease liabilities
24
(11,480 )
(10,920 )
Change in bank overdraft
17
Net proceeds from equity
Sales of treasury shares/employment incentive plan
Payment of dividends
(46,489 )
(43,052 )
Net cash flow from financing activities
(47,619 )
(39,978 )
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at 1 January
15
Cash and cash equivalents at 31 December
15
30
l
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Notes to the consolidated financial statements
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53
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61
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63
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65
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67
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69
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Financial statements – Parent company
Statement of comprehensive income
NOK 000's
Note
2022
2021
Sales Revenues
5
150
150
Total revenues
150
150
Salaries and personnel expenses
3, 4, 13
(18,839)
(15,354)
Depreciation
6
(46)
(28)
Other operating expenses
3
(6,868)
(5,627)
Total operating expenses
(25,753)
(21,008)
Operating profit (loss)
(25,603)
(20,858)
Finance income and expense
Finance income from group companies
59,097
61,083
Interest income from group companies
8
272
601
Other interest income
595
98
Other finance income
7
5
Interest expense from group companies
8
(3,576)
(932)
Other interest expenses
(1,966)
(1,743)
Net financial items
54,428
59,112
Profit before tax
28,825
38,254
Income tax expense
11
(6,371)
(8,427)
Profit for the year
22,454
29,827
Total comprehensive income for the year
22,454
29,827
Attributable to:
Dividends
(46,990)
(46,489)
Change in retained earnings
24,535
16,662
Total
(22,454)
(29,827)
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WEBSTEP | ANNUAL REPORT 2022
Statement of financial position
NOK 000's
Note
2022
2021
Non-current assets
Deferred tax assets
11
581
392
Total intangible assets
581
392
Property, plant and equipment
6
62
87
Total fixed assets
62
87
Investments in subsidiaries
7, 10
432,119
432,119
Loans to group companies
8
5,465
2,935
Other non-current receivables
0
0
Total non-current assets
438,228
435,533
Trade receivables
8
324
150
Other receivables
8
59,741
63,522
Cash and short-term deposits
2, 10
42,060
31,116
Total current assets
102,125
94,788
Total assets
540,353
530,321
Share capital
12, 13
27,628
27,322
Treasury shares
13
(30)
(54)
Share premium
179,192
172,779
Total paid-in equity
206,791
200,047
Retained earnings
66,682
87,611
Total retained earnings
66,682
87,611
Total equity
273,472
287,658
Deferred tax
11
0
0
Total non-current liabilities
0
0
Trade and other payables
8
434
225
Tax payable
11
6,560
8,820
Social Taxes and VAT
2
444
532
Dividend
46,990
46,489
Other short-term debt
9
7,262
4,431
Current debt to group companies
8
205,190
182,166
Total current liabilities
266,881
242,664
Total liabilities
266,881
242,664
Total equity and liabilities
540,353
530,321
Webstep ASA
Oslo, 12 April 2023
Kjetil Bakke Eriksen
Siw Ødegaard
Toril Nag
Chair of the Board
Board member
Board member
Trond Klethagen Johannessen
Trygve Christian Moe
Save Asmervik
Board member
Board member
Chief Executive Officer
WEBSTEP | ANNUAL REPORT 2022
Statement of change in equity
Issued
capital
Treasury
shares
Share
premium
Retained
earnings
Total
earned
equity
Non-control
ling
interests
Total
equity
NOK 000's
At 1 January 2022
27,322
(54)
172,778
87,611
287,658
0
287,658
Profit for the period
0
0
0
22,454
22,454
0
22,454
Other comprehensive income/(loss)
0
0
0
0
0
0
0
Total comprehensive income for the period
0
0
0
22,454
22,454
0
22,454
Sale of treasury shares
0
24
432
0
456
0
456
Share incentive program
0
0
0
3,606
3,606
0
3,606
Shares issued
306
0
5,982
0
6,288
0
6,288
Dividends provided for the period
0
0
0
(46,990)
(46,990)
0
(46,990)
At 31 December 2022
27,628
(30)
179,192
66,682
273,472
0
273,473
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WEBSTEP | ANNUAL REPORT 2022
Statement of cash flow
NOK 000's
Note
2022
2021
Operating activities
Profit/ (loss) before tax
28,825
38,254
Adjustments for:
Income tax expense
(8,820)
(4,691)
Depreciation of property, plant and equipment
46
28
Net change in trade receivables
0
0
Net change in other receivables
279
253
Net change in trade creditors
209
77
Net change in social taxes and VAT
(88)
(680)
Net change in other liabilities
2,831
(3,616)
Net change in intercompany balances
0
(99)
Net cash flow from operating activities
23,282
29,527
Investing activities
Purchase of property and equipment
(21)
(65)
Investment in subsidiary
0
0
Net cash flow from financing activities
(21)
(65)
Financing activities
Proceeds from borrowings
0
0
Repayment of borrowings
0
0
Change in bank overdraft
8
0
0
Change in intercompany balances
8
23,822
8,062
Net proceeds from equity
6,288
10,999
Sales of treasury shares/employment incentive plan
4,062
2,995
Payment of dividends
(46,489)
(43,052)
Net cash flow from financing activities
(12,317)
(20,996)
Net increase/(decrease) in cash and cash equivalents
10,944
8,465
Cash and cash equivalents at 1 January
31,116
22,651
Cash and cash equivalents at 31 December
42,060
31,116
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 2022
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
79
WEBSTEP | ANNUAL REPORT 2022
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.
Government grants
For contributions received accounted for as government grants
related to income under IAS 20, the accounting policy of the
Group is to recognize such grants when there is reasonable
assurance that the conditions attaching to the grant will be
complied with and that the grants will be received. The grants
are recognized as income unless directly related to specific
items of expense.
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.
Note 2 - Bank deposits
Webstep ASA has restricted cash of TNOK 581 to cover taxes withheld.
Note 3 – Salaries, remuneration and audit fees
NOK ‘000
Salaries and personnel expenses
2022
2021
Salaries
16,441
11,758
Social security cost
1,610
2,699
Pensions
391
318
Other benefits and refunds
398
578
Total salaries and personal expenses
18,839
15,354
Number of employees, average FTEs
6.5
6
Total
remunerati
on
Remuneration to executive management NOK'000
Base salary
Variable
pay
Other*
Pension
Total remuneration to executive management 2022
6,589
911
735
8,235
216
Total remuneration to executive management 2021
8,481
952
339
9,772
266
*Other consists of e.g. health insurance plans, car allowance, telephone/mobile communication and share-options (NOK 0.4 million
in 2022)
**Due to reduction of executive management effective from 2023 the Company had severance pay of NOK 1.2 million in the
financial year 2022.
The table above is exclusive severance pay.
2022
2021
Remuneration to board members and nomination committee
Compensation
Compensation
Chairman of the board - Kjetil Bakke Eriksen (from 28 April 2022)
373
247
Board member - Trond Klethagen Johannessen (Chairman until 27 April 2022)
327
410
Board member - Siw Ødegaard
276
288
Board member - Trygve Christian Moe
287
257
Board member - Toril Nag
258
233
Nomination committee - Bjørn Ivar Danielsen (board member until 5 May 2021)
30
19
Nomination committee - Petter Tusvik
18
17
Nomination committee - Trude Sleire (until 28 April 2021)
6
Nomination committee - John Morten Bjerkan (until 28 April 2021)
9
Total remuneration to board members and nomination committee
1,569
1,487
81
WEBSTEP | ANNUAL REPORT 2022
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 2022 and 2021 is based on the decision made by the Annual General Meetings. The compensation is paid in
arrears.
Determination of remuneration to executive management
The Company's executive management comprises the Chief Executive Officer (CEO), the Chief Financial Officer (CFO), Director Business
Development, Regional Managers, Directors Communication and marketing and Group Advisor. Remuneration to executive management
is mainly fixed salary as well as performance based bonus. CEO and CFOs bonus is decided by the remuneration committee and regional
managers bonus is calculated by pre-determined KPIs, in line with the Remuneration Policy.
The CEO and the CFO were entitled to bonuses for 2021 which were accrued for in the consolidated statement of comprehensive income
for 2021 and paid in Q1 2022. The CEO received a bonus of NOK 0.7 million. The CFO received a bonus of NOK 0.15 million. The
executive management is entitled to participate in the Long-term incentive programme as described in note 22.
Bonuses for 2022 were accrued for in the consolidated statement of comprehensive income for 2022 and paid in Q1 2023. The CEO was
paid a bonus of NOK 0.42 million
The accrued bonuses are included in the table above.
Main principles for the determination of remuneration for the executive management of Webstep ASA
The board of directors has established a remuneration committee. Chairman of the board Kjetil Bakke Eriksen serves as chair of the
committee. Toril Nag and Trond K. Johannessen serve as members. The remuneration committee functions as an advisory body to the
board of directors, with the purpose of ensuring a thorough and independent preparation of matters regarding remuneration to the
Company's executive management.
The main principle for the Company's remuneration policy is that the executive management shall be offered competitive terms when
their total remuneration package is taken into account. Such packages may consist of elements such as base-salary, bonus, share and
option schemes, benefits in kind and pension arrangements. The Company shall seek to offer a remuneration level that is considered
competitive and on market terms, compared to the level offered by its peers, and which seeks to satisfy the Company's need to recruit
and keep highly qualified personnel in the executive management.
The current guidelines have been prepared in accordance with the provisions of section 6-16a of the Norwegian Public Limited
Companies Act, approved 28 April 2022 at the Annual General Meeting.
The executive management receives base salary which constitutes approximately 70-80% of the total remuneration package.
The executive management is offered contributions in kind such as coverage of phone and phone expenses, private broadband,
company health services, insurances, car allowance and coverage of travel expenses.
The executive management participates in the Company's defined contribution pension scheme in accordance with mandatory law.
The company's CEO receives a fixed car allowance at NOK 15,000 per month.
The executive management may be offered performance-based bonuses in addition to their fixed remuneration. Such
performance-based bonus shall be agreed on an individual basis if applicable. The criteria for any performance-based bonus shall be
determined by the board of directors and shall be linked to measurable factors, such as the achievement of pre-determined KPIs. The
Company's CEO and CFO performance-based profit may constitute up to 40% and 35% respectively, and shall be determined by the board
of directors.
The executive management may be offered Company shares and options to shares as a part of the total remuneration package.
The executive management, and other managers as decided by the board of directors, are included in Websteps Long-term incentive
program approved at the Annual General Meeting 2019. The program is further described in note 13.
The other Group companies shall follow the main principles for remuneration of executives as described herein and guidelines for
determination of salary and other remuneration to executive personnel in Webstep.
WEBSTEP | ANNUAL REPORT 2022
Audit fees:
2022
2021
Statutory audit fees
262
359
Audit-related services
150
0
Non-audit related services
0
0
Other services recognised on equity
0
0
Total fees*
412
359
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 391
in 2022.
Note 5 – Revenue by segment
NOK ‘000
2022
2021
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 was charged Webstep AB in 2022.
83
WEBSTEP | ANNUAL REPORT 2022
Note 6 – Fixed assets
Equipment,
fixtures and
furniture
Total
NOK'000
Cost 1. January
206
206
Additions
21
21
Cost at 31. December
227
227
Depreciation and impairment 31. December
(165)
(165)
Net book value 31. December
62
62
Depreciation charge for the year
46
46
Useful life
3 - 5 year
Depreciation method
Straight line
Note 7 - Subsidiaries, associated companies etc
NOK ‘000
Company
Acquired
Office
Ownership
Profit and loss 2022
Equity at 31.12
Net book value at 31.12
Webstep AS*
10-05-2011
Oslo
100 %
59,097
105,288
359,025
Webstep AB**
19-11-2012
Stockholm
100 %
4,661
17,355
73,094
Total
63,758
122,643
432,119
*According to NGAAP
**According to GAAP
Note 8 – Intercompany receivables and payables
NOK ‘000
2022
2021
Intercompany receivables
Receivable group contribution Webstep AS
59,097
61,083
Other receivables Webstep AS and AB
5,911
4,721
Receivable Webstep AB
150
150
Total intercompany receivables
65,157
65,955
Intercompany payables
Trade payables Webstep AS
0
0
Payables cash pool Webstep AS
205,190
182,166
Other payables Webstep AS
0
0
Total intercompany payables
205,190
182,166
WEBSTEP | ANNUAL REPORT 2022
The Company has received a group contribution of NOK 59.1 million from Webstep AS in 2022. The group contribution is
recognised as a receivable at 31 December 2022.
Interest income of NOK 271 thousand is recognised as a receivable from Webstep AS in 2022.
Webstep ASA has not purchased any goods or services from related parties in 2022 of material amount.
As the ultimate owner of the cash pool is Webstep ASA, the net position of the cash pool is reflected in the balance sheet of the
Company, and any deposits generated by the Norwegian subsidiary are classified as liabilities to Group companies. Cash on the
group account is recognised as cash in Webstep ASA and is offset by a group receivable/payable depending on the individual
balances on the individual bank account comprising the cash pool. The impact on the Statement of Cash Flows of the change is
that "Change in bank overdraft" and "Change in intercompany balances" in the chapter "Financing activities" are netted to reflect
the underlying legal and economic reality of the cash pool.
Services for NOK 150 thousand is charged Webstep AB in 2022. Interest cost of NOK 3,6 million is charged on the cash pool
agreement to Webstep AS in 2022.
Note 9 – Other current payables
NOK ‘000
2022
2021
Other current payables
Accrued interest cost
0
0
Provision salaries and holiday pay
6,845
1,985
Other accruals
418
2,446
Total
7,262
4,431
Note 10 – Pledges and guarantees
NOK ‘000
2022
2021
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 2022 was NOK 0 million.
The Company has no loans with payments due past 5 years.
Booked value of assets pledged as security:
NOK'000
2022
2021
Shares in Webstep AS
359,025
359,025
Fixed assets
62
87
Receivables
65,207
66,457
Bank deposits
580
744
Total pledged assets
424,874
426,313
85
WEBSTEP | ANNUAL REPORT 2022
Note 11 - Taxes
NOK ‘000
2022
2021
Current year tax base:
Accounting profit before tax
28,825
38,254
Permanent differences
133
52
Share issuance cost recognised on equity
0
0
Group contribution recognised as income, taxable
(59,097)
(61,083)
Change in temporary differences
860
1,785
Tax base before group contribution
(29,278)
(20,992)
Received group contribution including tax
59,097
61,083
Tax base for the year
29,819
40,091
Tax payable (22%)
6,560
8,820
Tax payable in the balance sheet
6,560
8,820
Income tax expenses for the year
Tax payable
6,560
8,757
Tax unprovided for previous periods
0
63
Changes in deferred tax
(189)
(393)
Total income tax expenses for the year
6,371
8,427
Temporary differences
Fixed assets including goodwill
(10)
8
Provisions, not yet taxable
(2,630)
(1,788)
Net temporary differences at 31.12
(2,640)
(1,780)
Deferred tax assets/deferred tax (22%)
(581)
(392)
Effective tax rate
Expected income tax
6,342
8,416
Permanent differences (22%)
29
11
Effect of change in tax rate and other
0
0
Income tax expense
6,371
8,427
Effective tax rate *
22%
22%
* Income tax expense in relation to income before tax
WEBSTEP | ANNUAL REPORT 2022
Note 12 – Share capital and shareholders
NOK ‘000
Share capital:
Number of shares
Face value
Net book value
Ordinary shares
27,628,498
NOK 1
27,628
Shareholder name
Shares
Ownership
Voting rights
Embro Eiendom AS
8,312,727
30.09%
30.12%
J.P. Morgan SE
1,970,890
7.13%
7.14%
SALT VALUE AS
1,430,121
5.18%
5.18%
VERDIPAPIRFONDET DNB SMB
1,139,284
4.12%
4.13%
JAKOB HATTELAND HOLDING AS
1,000,000
3.62%
3.62%
PROTECTOR FORSIKRING ASA
1,000,000
3.62%
3.62%
J.P. Morgan SE
900,000
3.26%
3.26%
HOLMEN SPESIALFOND
861,524
3.12%
3.12%
VERDIPAPIRFONDET NORDEA NORGE VERD
664,317
2.40%
2.41%
Danske Invest Norge Vekst
542,000
1.96%
1.96%
HVALER INVEST AS
500,000
1.81%
1.81%
Goldman Sachs International
416,571
1.51%
1.51%
HAUSTA INVESTOR AS
400,000
1.45%
1.45%
INTERTRADE SHIPPING AS
400,000
1.45%
1.45%
Danske Bank A/S
320,000
1.16%
1.16%
ESPEDAL & CO AS
308,980
1.12%
1.12%
IVAR LØGE AS
250,000
0.90%
0.91%
Pictet & Cie (Europe) S.A.
232,675
0.84%
0.84%
VERDIPAPIRFONDET NORDEA AVKASTNING
230,383
0.83%
0.83%
EUROVEST AS
230,000
0.83%
0.83%
Other shareholders
6,489,043
23.49%
23.51%
Total number of shares excluding treasury shares
27,598,515
99.89%
100.00%
Treasury shares as of 31 December 2022
29,983
0.11%
Total shares outstanding
27,628,498
100.00%
87
WEBSTEP | ANNUAL REPORT 2022
Shareholding by board members, management and their related parties as of 31 December 2022
Shares
Ownership
Voting rights
Kjetil Bakke Eriksen (Suelo AS)
26,925
0.10%
0.10%
Trond K. Johannessen
63,000
0.23%
0.23%
Trygve Christian Moe (Birkeland & Salvesen AS)
23,925
0.09%
0.09%
Siw Ødegaard (Kvinnesiden AS)
13,025
0.05%
0.05%
Toril Nag
3,570
0.01%
0.01%
Save Asmervik
13,293
0.05%
0.05%
Jacob Cardell (Nominee)
20,020
0.07%
0.07%
Terje Orvedal (Illari AS)
9,143
0.03%
0.03%
Joar Krohn (Kronoko Holding AS and privately held)
99,320
0.36%
0.36%
Dagfinn Haslebrekk
7,618
0.03%
0.03%
Arnt Roger Aasen (Aravi AS and privately held)
26,032
0.09%
0.09%
Otto Backer Solberg
18,627
0.07%
0.07%
Rolf Helle (Xerxes AS and privately held)
41,247
0.15%
0.15%
Erlend Nævdal
845
0.00%
0.00%
Anders Høibakk
7,615
0.03%
0.03%
Arne Sværen-Bryne
5,637
0.02%
0.02%
Trygve Christian Moe is employed by Embron Group AS, which is owned by J.C. Broch AS.
Webstep ASA holds 29,983 treasury shares. These shares have no voting rights nor dividend rights.
Note 13 - Share based payments
Share based payment programmes
Employee share purchase programme ("ESPP")
An employee share purchase programme was implemented in November 2018, and similar programmes have been carried out
yearly since 2018.
In December 2021 each of the employees in the Norwegian entities, including executive management, were invited to acquire
shares with a market price of NOK 30,000 with a 25 per cent discount. 281 employees participated in the program, and costs of
NOK 2.1 million were included in salaries and personnel expenses for the Group whereof 6 employees in the Company acquired
5,070 shares with an expense charged to the Company of NOK 45 thousand.The share capital was increased 21 december 2021 to
issue new shares related to the ESPP.
Long-term incentive programme ("LTI")
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.
WEBSTEP | ANNUAL REPORT 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.
The options and will vest or have vested, in the following tranches:
- 39,000 options vested 24 November 2021
- 26,000 options vested 24 November 2022
- 52,000 options vest 24 November 2023
98,000 options were granted 10 February 2021, the options will vest in the following tranches:
- 24,500 options vested 10 February 2022
- 24,500 options vest 10 February 2023
- 49,000 options vest 10 February 2024
200,000 options were granted 25 November 2021 and will vest in the following tranches:
- 37,500 options vested 25 November 2022
- 37,500 options vest 25 November 2023
- 75,000 options vest 25 November 2024
25,000 options were granted 21 February 2022. the options will vest 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 424,501 shares. 163,151 of the vested shares for the Group have been
exercised, whereof 36,442 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)
2022
2021
Expense arising from equity-settled share-based payment transactions related to
the LTIP
300
1,068
Social security tax provisions
244
434
Granted instruments:
Option
Option
Quantity
25,000
298,000
Contractual life*
5
5
Strike price*
36.64
34.78
Share price*
33.00
35.34
Expected lifetime*
3.25
3.25
Expected volatility*
34.98%
35.48%
Risk-free interest rate*
1.88%
1.33%
Dividend yield
0
0
Model used
Black-Scholes
Black-Scholes
89
WEBSTEP | ANNUAL REPORT 2022
Fair value per instrument*
7.54
9.55
*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 are 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
2022
2021
Expenses related to the Saving Shares Plan (SPP)
Expenses related to the Employee Share Purchase Programme (ESPP)
45
45
Expenses related to the Long-term Incentive Programme (LIP)
300
1,068
Total share based payment expenses in the period
345
1,113
Social security tax expense for the period
241
-429
Social security tax accrual for the period
435
5
Number of discounted shares sold through the Employee Share Purchase Programme (ESPP)
5,070
6,564
Discounted share price
26.6 NOK/share
18.3 NOK/share
Weighted average fair value of each discounted share sold through the ESPP
8.88
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
2022
2022
2021
2021
Number of
instruments
Weighted
Average Strike
Price
Number of
instruments
Weighted
Average Strike
Price
Outstanding at 1 January
594,690
296,690
Granted
25,000
34.94
298,000
27.04
Exercised
36,442
0
Released
0
0
Adjusted
0
0
Performance Adjusted
0
0
Cancelled
0
0
Terminated
112,442
26.07
0
Expired
0
0
Outstanding at 31
December
470,806
594,690
Vested at 31 December
207,806
109,344
The weighted average remaining contractual life
4.5 years
4.5 years
The range of exercise prices for options outstanding
WEBSTEP | ANNUAL REPORT 2022
Number of share options
Title
Total share
options
Granted 2022
Granted 2021
Save Asmervik
CEO
296,884
0
198,000
Liv Annike Kverneland
CFO, until 31 August 2022
-
0
50,000
Arnt Roger Aasen
Director MarCom
74,461
0
25,000
Otto Backer Solberg
Director Communication
74,461
0
25,000
Erlend Nævdal
Director Business Development
25,000
25,000
0
The options were granted on the 18th of November 2019, 24 November 2020, 10 February 2021, 26 May 2021, 25
November 2021 and 21 February 2022. A total of 207,806 shares to key employees have vested in 2022. 36,442 of the
vested shares have been exercised in 2022.
91
WEBSTEP | ANNUAL REPORT 2022
WEBSTEP | ANNUAL REPORT 2022
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 4.5 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 2022
follows below. The statement was approved by the board of
directors on 12 April 2023.
1. Implementation and 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 were revised in 2019 to
reflect the changes in the revised version of The Norwegian
Code of Practice for Corporate Governance and in 2021 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 ongoing
and important processes that the board of directors intends to
focus on.
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.
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.
3. Equity and dividends
Equity
As of 31 December 2022, the Group had a consolidated equity
of NOK 393.4 million, which corresponds to an equity ratio of
57.9 per cent. Consolidated equity adjusted for proposed
dividends, will be NOK 346.5 million. Webstep ASA had an
equity of NOK 273.5 million, corresponding to an equity ratio of
50.6 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 28 April 2022 granted the board
of directors an authorization to increase the share capital by up
to NOK 5,480,022 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 2023, but no longer than 30 June 2023, 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 28 April 2022 further granted
the board of directors an authorization to acquire own shares
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WEBSTEP | ANNUAL REPORT 2022
with a maximum aggregate value of NOK 2,740,011.
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 2023,
but no longer than 30 June 2023.
The board of directors are also granted an authorization from
the extraordinary general meeting 23 November 2021 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 2,696,700 and it is
valid until the annual general meeting in 2023, but no longer
than to and including 27 April 2023. The authorization for two
years is a deviation from the code which recommends a
maximum duration until next year’s annual general meeting. A
two-year authorization corresponds better with the vesting
schedule of the options which is the reason why the board
decided to deviate from the code. 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 2022, the board of directors has proposed a
dividend payment of NOK 1.70 per share, representing 210 per
cent of the annual net profit for the Company, and 122 per cent
of the consolidated net profit for the Group.
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 4
May 2023. The Company’s financial calendar is published via
Oslo Stock Exchange and in the investor relations section of
the Company’s website. Minutes from the general meetings are
published as soon as practicable via the stock exchange’s
reporting system (www.newsweb.no, ticker WSTEP) and in the
investor relations section of the Company’s website.
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
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
WEBSTEP | ANNUAL REPORT 2022
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 three
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 shall ensure that the members of the
board of directors, the chairman of the nomination committee
and, if deemed necessary, the Company’s auditor are present at
the annual general meeting. At the annual general meeting 28
April 2022, four members of the board of directors and the
chairman of the nomination committee were not present,
which is a deviation to the Code.
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.
Shareholders have the right to attend by electronic means
unless the board of directors finds that there is sufficient cause
for it to refuse to allow this.
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 2022, as the general meeting
elected the chairman 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 Bjørn-Ivar
Danielsen (chair, elected at the annual general meeting 28 April
2021) and Petter Tusvik (elected 24 April 2018, re-elected 7
May 2020 and 28 April 2022).
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
chairman, 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 two 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
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WEBSTEP | ANNUAL REPORT 2022
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 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. The board of directors currently consists of
five shareholder-elected directors and three employee-elected
observers. The term of office will expire at the annual general
meeting 2024 for all five directors.
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. 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.
Four out of five 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.
Eleven board meetings were held in 2022. 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.
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 2022 and currently the
committee comprised Siw Ødegaard as the leader and Trygve
C. Moe as member. Siw Ødegaard is independent of the
Company. Trygve C. Moe is employed by the Company’s largest
shareholder. As long as at least 50 per cent of the committee’s
members are independent, the Company considers this to be
compliant with the independence requirement in the code.
Pursuant to section 6-43 of the Companies Act, the audit
committee shall:
WEBSTEP | ANNUAL REPORT 2022
● 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; and
● 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.
The Company has established a remuneration committee that
consists of three 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 Kjetil Bakke Eriksen as the
leader and Toril Nag and Trond K. Johannessen as members.
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 chairman 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
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WEBSTEP | ANNUAL REPORT 2022
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. 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.
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 note 7 to the consolidated
financial statements. This note and the Company’s
remuneration report provides further details about
remuneration in 2022 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 also help to ensure
convergence of the financial interests of the shareholders and
the executive management.
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.
WEBSTEP | ANNUAL REPORT 2022
The current guidelines have been prepared in accordance with
the provisions of section 6-16a of the Norwegian Public
Limited Companies Act, approved 28 April 2021 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 will be granted on an annual
basis over the three years. The program continued in 2022 and
is further described in note 13 to the financial statements.
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 e-mail 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.
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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 2022, 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 board 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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Statement by the Board of directors and CEO
We confirm to the best of our knowledge that:
The consolidated financial statements for 2022 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 2022 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.
Webstep ASA
Oslo, 12 April 2023
Kjetil Bakke Eriksen
Siw Ødegaard
Toril Nag
Chair of the Board
Board member
Board member
Trond Klethagen Johannessen
Trygve Christian Moe
Save Asmervik
Board member
Board member
Chief Executive Officer
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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 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.
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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
