This does not mean, however, additional strain on freshwater
systems. The water needed for large-scale electrolysis, can
be provided by any water resource (sea water, wastewater,
2 (PDF) Development of a Life Cycle Inventory of Water Consumption Associated with the
Production of Transportation Fuels (researchgate.net)
etc.) once demineralised via reverse osmosis (RO) plants.
3
Continuous development of adjoint water desalination
plants, alternative modes of low-grade and saline surface
water electrolysis
4
, and water provision via wastewater
treatment plants provide evidence of their feasibility and cost-
effectiveness.
Water stress can also be minimised by adding desalination
plants at the electrolyser site. This investment acts as a
precautionary instrument to shield local population from water
resource deprivation. In fact, should the need exist, water
desalination plants for electrolysis could be planned to produce
water not just for the production of hydrogen, but also for local
use as a freshwater resource for human consumption and/or
irrigation, thus creating multiple benefits to the local area.
3 Quantification of freshwater consumption and scarcity footprints of hydrogen from water
electrolysis: A methodology framework - ScienceDirect
4 Electrolysis of low-grade and saline surface water | Nature Energy
GREENHOUSE GAS (“GHG”) EMISSIONS
Nel strives to be transparent with regards to our impact on the environment and continue to improve the internal process for
collecting data that provides an overview of our emissions and their origins.
The inclusion of scope 3 emissions is dependent on data from several sources, e.g., travel agencies, freight forwarders, other
logistics and meters. To date, this is not included in our calculation of CO2 intensity as it has been challenging to gather complete
and accurate data. For future reports, the company aims to extend the reporting scope and to include a selection of scope 3
emissions. These have been identified to be business travel, waste, and downstream distribution.
FuelingPEMAWE ASA
Scope 1
yesyesyesyes
Scope 2
yesyesyesyes
Scope 3
yesyesyes
Business travel
yesyesyes
Waste
yesyes
Purchased goods and services**
yes
Use of sold products
yesyesyes
*yes = data points have been included in the reported scope 1-3 emissions, while blank means it has not been included. All other scope 3 emissions categories not listed has not been included
in the scope 1-3 GHG inventory reported in 2022. While there will be emissions in all categories, Nel is a global company with global distribution and therefore estimates that transportation
(inbound and outbound) is the main data point missing for complete data.
**Purchased goods and services includes the emissions from significant raw materials.
38
Report from the Board of Directors
GHG consolidation method
The greenhouse gas emissions disclosed in this report
were consolidated using the control approach. Under the
control approach, a company accounts for 100% of the GHG
emissions from operations over which it has control.
0000
1
1
2
1
7
0
1
2
3
4
5
6
7
8
9
10
2019202020212022
ktCO2e
Total GHG emissions (in ktCO2e)
ktCO2e(scope1)ktCO2e(scope2)
ktCO2e(scope3)
Scope 1
Nel has 29 cars and 11 forklifts. Around 50 % of the vehicles are
either battery electric or fuel cell electric. The majority of the
scope 1 emissions of 401 tCO2e is therefore fuel consumption.
Scope 2
The majority of emissions from scope 2 of 1 223 tCO2e is the
use of electricity from grid connected production in company
owned or leased locations. The electrolyser division consumes
energy while performing tests on our products before they are
shipped to our customers. Nel’s absolute emissions the next
years will correlate with the activity level achieved. An increase
will occur if Nel continue to increase production capacity. Nel’s
goal is to decrease the CO2 footprint per product produced.
We will achieve this by improving the stability and scalability of
our production processes. In addition, Nel pledges to become
fully electrified and use renewable energy to the extent
available.
The measurement of the reported greenhouse gases is the
energy consumption multiplied with emissions factor for the
relevant connected grid. Nel’s manufacturing facilities are
connected to the grid in Norway, Denmark and Connecticut,
US. Each grid has its own emission factor based on location-
and marked based emissions. These emissions factors are
updated regularly by the source provider.
Norway
The manufacturing facility in Herøya is connected to the grid
in price area NO1. Norway’s energy production mix comprise
of over 90% of hydro power, however Norway is connected to
the European continent by power cables resulting in a lower
percentage of renewable energy in the mix. Nel has decided
to not purchase green certificates for its electricity, and has
therefore used a ”Nordic Mix” to measure its CO2 emissions
from energy consumption in Norway. The emission factor for
the energy use in Norway is measured at 0.031 kgCO2/kWh.
Denmark
The electricity usage in Herning, Denmark, consist of mainly
heating and input to the production facility. Both location- and
market-based emissions are accounted for. The emission factor
for the energy use in Denmark is measured at 0.125 kgCO2/
kWh.
Connecticut, United States
The facility in Wallingford, Connecticut, has an energy mix
that consists of approximately gas, nuclear, hydro, wind and
biomass. In total, about 20% of the fuel mix is renewable. The
emission factor for the energy use in Wallingford is measured
at 0.224 kgCO2/kWh.
Scope 3
Purchased goods
A significant portion of Nel’s greenhouse gas inventory stems
from purchased goods, such as metals, steel, nickel, platinum
and iridium.
Use of sold products
The fueling stations, alkaline electrolysers and PEM electrolyser
equipment produced by Nel have no emissions in use when
connected to renewable power sources like wind, solar, or hydro
power, either grid-connected or off-grid. Nel has no control
over the renewable energy mix in its customers production
facilities, and this will not be 100% emission free until there
is sufficient energy production from renewable sources. All
customers producing hydrogen from water electrolysis has its
plan to produce from renewable energy sources to reduce the
carbon footprint from its operations. Nel has in the scope 3
reporting assumed zero emissions from use of sold products.
Nel ASA
I
Annual report 2022
39
GHG intensity
The GHG intensity is presented excluding scope 3 as the
complete scope 3 has not yet been included. The GHG
intensity has decreased in 2022 compared to prior years as
a result of increased revenue in the group from particular
the increased production in Norway. Norway has low GHG
emission, below the group’s average.
2.71
2.18
2.69
1.64
0
1
1
2
2
3
3
2019202020212022
ktCO2e/MNOK turnover
GHG intensity (excluding scope 3)
GHG intensity (excludingscope 3)
NET ZERO 2050 - GREENHOUSE GAS
EMISSION (GHG) TRAJECTORY
The outlook for scope 1-3 in Nel includes several forward-
looking data points with significant estimations uncertainty and
involves risk of low reliability and/or comparability. Nel does
not provide any guiding on production volume or revenues,
therefore, Nel has not been able to show the detailed absolute
emission trajectory towards net zero. Nel reported that GHG
emissions this year is not significant, however, it is evident
that the renewable hydrogen industry will witness increasing
GHG emissions when going through industrialisation, while
the total absolute annual GHG emissions should be very
limited comparing to conventional technology. Thus, the
emissions avoided is significant, refer section “Climate change
opportunity and emissions avoided” above.
Nel’s ESG policy include a pledge to reduce greenhouse gas
emissions per produced unit by 25%, 50% and 100% within
2030, 2035 and 2050, respectively, compared to 2020. Nel will
monitor the reduction plan by improved reporting procedures
and data quality for material scope 1, 2 and 3 emissions. The
majority of GHG emissions in Nel would be categorised as
Scope 3 emissions, where reductions will mainly come from
purchased goods and transportation. An example of significant
purchased good in Nel is steel. The timing of decarbonization
of the steel industry is uncertain but roadmaps already include
likely decarbonization from sustainable amendments in steel
production (hot direct reduced iron, hot briquetted DRI, blast
furnace). It is therefore expected that a certain volume will be
available before 2030. Nel’s GHG reduction trajectory includes
estimates that the volume of commercialised renewable steel
will increase from 2030-2040. The steel production market is a
climate-related opportunity for Nel. In addition to reductions
within purchased goods, Nel estimate GHG reductions in the
transportation industry when the mobility fleets become more
sustainable (electrification, e-fuels and biofuels). Also in this
spectrum, Nel’s GHG reduction trajectory estimate the majority
of these reductions become visible beyond 2030. Nel also
estimates that GHG reductions per unit will be achieved by
increased volumes produced, as some GHG emissions are not
fully variable and correlated to the production volume.
Base year
Stabilty and scalability
Electrification
Green steel
Mobility
2030
Stabilty and scalability
Electrification
Other emissions
Green steel
Mobility
2035
Green steel
Mobility
Other emissions
2050
0
10
20
30
40
50
60
70
80
90
100
Greenhouse gas emissions per unit
25 % reduction from base
50% reduction from base
100% reduction from base
SUSTAINABILITY IN ELECTROLYSER
PRODUCTION
Nel is committed through its company ESG Policy to state-
of-the-art sustainable production facilities for both current
productions, committed expansions and if further scaling up.
The environmental footprint of a product throughout its
lifetime, factoring in the hydrogen output and production
costs, is markedly reduced by utilizing hydrogen solutions
compared to traditional energy sources. This does not mean
that the production of our applications is entirely carbon-
neutral, however. Sustainability in production is a vast topic and
is necessary to address in more detail. In our decision to report
in accordance with established international sustainability
standards lies an important commitment to increase our focus
on sustainability in our actions, not just in the opportunities
that arise from our products in operation. This requires an
organizational realignment, and we will continuously pursue
improvements in all our operations going forward.
During 2022, the alkaline electrolyser recertified ISO 9001,
14001 and 45001, and implemented ISO 50001 Governance
system and procedures at Herøya. PEM added ISO 14001 and
45001 certifications to ISO 9001 certification in 2022.
Key metrics and targets include increasing stack energy
efficiency and eliminate the use of dangerous hydrofluoric
acid (HF) from the cell stack assembly room. The plan to
eliminate such use is implementation of a sputtering process.
Sputtering will reduce the number of parts that go through an
electrochemical etching process. Nel will improve on emission
reporting, formalise initiatives through policies and procedures,
and encourage dialogue across divisions to identify key areas
of improvement.
RESILIENCE IN ELECTROLYSER MANUFACTURING
FACILITIES
Nel has expanded electrolyser production to accommodate
large-scale projects by constructing a fully automated
manufacturing facility at Herøya, Norway. The factory is
designed according to lean manufacturing and industry 4.0
principles and represents the first industrial-scale production
of the most efficient electrolysers on the market, at a game-
changing low production cost. The capacity of the facilities
in 2022 was 0.5 GW annually, with committed expansion to
1 GW capacity from second quarter 2024. The Herøya facility
can be expanded further to 2 GW. Nel has announced further
expansion plans in the US, where a site selection process is
expected to be concluded in the first half of 2023. Nel’s new
manufacturing facility in the US is planned to have capacity
to grow to a total of 4 GW, distributed between PEM and
alkaline. The resilience in Nel’s manufacturing facilities is robust
considering new state-of-the-art fully automatized production
concept located close to highly skilled technology personnel,
capacity aligned to the market, and also close to the customers.
Sustainability in electrolyser production metrics and targets as of end of 2022:
KPI
20212022202320252030
Electrolyser production, Alkaline
Stack yield >80%>90%>95%>95%>98%
Overall equipment effectiveness50%70%~80%>80%>85%
Electrolyser production, PEM
Stack yield 95%95%>95%>98%>98%
System yield85%85%>85%>90%>90%
Nel ASA
I
Annual report 2022
41
Social
ORGANISATION AND OCCUPATIONAL
HEALTH AND SAFETY
At Nel, social responsibility refers to how we address social
issues that ultimately impacts our contribution to society at
large. Nel’s focus on safety is integrated into a company-wide
programme. The purpose of the programme is to foster a
common, sustainable safety culture that drives a zero-tolerance
attitude towards HSE incidents for all Nel employees. This
ongoing effort drives a culture of continuous improvement and
a sustainable safety culture at Nel. The approach is anchored
with Nel’s executive management team and Board of Directors
and is reviewed on a regular basis by a steering group.
The programme focuses on all aspects of safety including,
workplace safety, product safety and stakeholder safety.
Following HSE and quality being #1 priorities within Nel, all
Nel sites have management systems in place that safeguard
our employees’ health and safety. Relevant indicators on work
related injuries and illness are monitored and reported at a
corporate, divisional and local level. Nel aims to provide a
workplace for everyone that is free of incidents and injuries,
and to promote a culture of hazard identification and
awareness through incident reporting and self-accountability.
Employees are provided with appropriate training and
equipment to perform their job safely. The guiding principles
for workplace safety are laid out in the Nel Code of Conduct.
TRIR (total recordable injuries per million hours worked) in 2022
was 11.5 (4.9) and there were 0 (0) fatal accidents.
Nel recognises that ensuring i) workplace, ii) stakeholder and
iii) product safety in a diligent manner is a license to operate
within the Hydrogen industry.
The above three categories will have the following focus
areas:
1. Transition to a “HSE-first” mindset and development of a
commitment culture
2. Ongoing development and implementation of a Nel HSE
management system
3. Standardization of programme activities where relevant
throughout the organization
4. Training and evaluation of the organization and system
effectiveness
PRODUCT SAFETY
Safety is the number one priority at Nel. Management and all
employees are strongly committed to the company’s promise
of delivering fail-safe products to our customers. The product
safety risks include the risk range from major accidents to
near misses related to malfunctions in our products and/
or insufficient service during operations and maintenance.
Each division and legal entity in Nel are responsible for the
development, implementation and maintenance of risk
management framework and system within each discipline.
In our development of products, Nel never compromises on
safety requirements, codes and standards.
Where applicable, safety requirements include third-party
product certification for design and manufacturing. In addition,
a Nel HSE committee that works across the organization
and consists of participants from each legal entity, as well
as the corporate function, ensures learning across sites and
the establishment of best practice. Third-party experts are
involved as subject matter experts when applicable. In 2023,
Nel will continue the implementation of even more rigorous
methodologies, e.g., a review system where specific areas will
be assessed to identify areas of improvements.
In 2022, Nel implemented Nel Business System (NBS) across
the whole organisation. NBS focuses on how Nel will achieve
customer satisfaction and have HSE, quality and ethics as first
priorities to achieve this. The introduction and training for both
leadership and Nel as a whole for this initiative was started in
2022. The Nel Business System is a part of our employee value
programme.
Product safety targets for 2023:
• Zero product-related incidents, including at sites with Nel
equipment
• Recognized safety leader within the industry, setting new
industry safety standards across the value chain
42
Report from the Board of Directors
RESPONSIBLE SUPPLY CHAIN
A well-functioning supply chain is determined to be one of
Nel’s key success factors. Nel’s spend on purchasing goods
and services in 2022 was a significant part of total revenue,
equalling about NOK 1 100 million. Nel expects that the total
spend will increase in line with Nel’s increased activity level. A
responsible supply chain is therefore an integral component
of our sustainability efforts, and we seek to select and further
develop suppliers with high standards. Nel is committed to
work with the whole supply chain in a structured approach to
meet the company’s overall targets within ESG.
One of the key activities in 2022 was to continue to
strengthen the supplier base with new competitive suppliers
capable of managing the marked growth and also being
able to deliver large and complex systems at the highest
standards. Although 2022 was a very challenging year due
to post-pandemic issues and the war situation in Europe,
Nel continued to qualify and enter supplier agreements with
a number of new key suppliers, while also strengthening
the relations with existing core suppliers. This sums up in a
robust supply chain which provides Nel the predictability and
capability for continued growth.
The effects from the corona pandemic continued to challenge
the process of conducting on-site supplier audits, most
considerably in the first quarters. Despite the challenges, Nel
managed to conduct 21 audits in 2022 well above the target
of 10 key supplier audits. We continue to perform supplier
audits as a part of Nel’s supplier selection process and aim to
conduct audits on 100% of our new key suppliers.
Nel has met its 2022 target of developing and screening new
direct high-risk suppliers using the revised pre-qualification
process. The supplier pre-qualification process has been
implemented across the Nel Group for complex projects. It
contains a foundation of common questions for all business
units, with adjustments made to fit the objective for each
case or business unit. The process is formalised in a digital
environment to optimize the pre-qualification process.
Nel experiences a continued increase of focus and
expectations related to ESG topics. The established dedicated
Nel Procurement Community has had quarterly meetings
throughout 2022, and consistently included ESG as the
backbone in all meetings. By working systematically with
ESG, the company ensures compliance with both legal
requirements as well as alignment with initiatives in which Nel
has committed to. As a result, ESG was prominent in supply
chain efforts in 2022, and the company will continue its
efforts of identifying synergies in supply chain activities across
Nel going forward as well.
Nel ASA
I
Annual report 2022
43
Other significant organizational developments:
• Centralized responsibility for planning, sale and execution
of large-scale projects
• Areas of strategic purchasing competence have been
strengthened throughout the year
• Development of best practices and the procurement
toolbox
• Strengthen the supply chain organization significantly to
scale-up for increased size and number of projects
Significant supply chain changes
• Ramp up of Supplier capacity to meet the increasing
demand
• Opening of Herøya facility
• Continued to develop the partnerships with major EPC
companies
• Increased local contractor capacity.
Building on the goals and targets laid out for this year, the
Nel Procurement Community has identified a selection of
key areas for development throughout 2023. This includes
continuing to develop the pre-qualification and supplier
development programme, and to:
• Implement a supplier declaration to secure commitment
to good business ethics throughout the supply chain.
• Establishing a supplier portal enabling Nel suppliers
readily available access to amongst other our
whistleblower programme, the “Nel Ethics Hotline”, key
documents, including code of conduct, Nel’s values and
other information and relevant tools for the engagement
with Nel
• Secure the required capacity and supply of goods in
a challenging market, so the supply of goods will be
delivered on time and with no or limited delays in
operations and installation
• Ensure highest quality and HSSE performance through
additional supplier audits and launch of supplier
development programme
TRANSPARENCY ACT
According to the Norwegian Transparency Act which entered
into force July 1st, 2022, Nel has a duty to carry out a due
diligence assessments related to fundamental human rights
and decent working conditions in its own businesses and
supply chains.
Guidelines and Measures
To ensure awareness in Nel’s organisation concerning the
challenges related to fundamental human rights and decent
working conditions and to prevent adverse impact on human
rights in Nel’s business activities Nel has implemented a
Human Rights policy. The policy describes how Nel shall
manage human rights in our operations, as well as in the
communities affected by Nel’s business operations. The
policy is applicable to Nel ASA, its subsidiaries and to all Nel
employees. The policy also applies to all suppliers of Nel.
Furthermore, as part of Nel’s procurement process, and
in accordance with Nel’s Third Party Management and
Integrity Due Diligence Procedure (the “IDD Procedure”), Nel
performs an integrity due diligence (“IDD”) on all suppliers
(and the majority of the parties it contracts with). All IDDs
are performed by a third-party company which specializes in
IDDs, and the extent of the IDD will depend on an initial risk
assessment of the supplier (low, medium or high).
In addition to the IDD, which is performed on all suppliers,
new direct high-risk suppliers will going forward also be
subject to a more thorough pre-qualification process, ref.
Section responsible supply chain above.
Moreover, during 2023 Nel will implement a specific
mandatory supplier declaration to further increased
awareness and secure commitment to good business ethics
throughout its supply chain.
If red-flags are uncovered during the IDD, the IDD Procedure
sets out the process for how such red-flags shall be handled.
If the procurement process is not stopped as a result of the
finding, adequate measure will be put in place to prevent or
mitigate the risk.
Nel also has a system in place where employees, business
partners and stakeholders can report anonymously (the Nel
“Ethics Hotline”), refer separate section “Whistleblowing”
if they have observed or experienced acts that violate
the respect for human rights in connection with Nel or its
business operations. If any such reports are received, they
will be investigated in accordance with Nel’s Investigation
Procedure, and if the investigation finds that there is merit to
the report, appropriate measures will be implemented.
44
Report from the Board of Directors
General Risk Assessment of Nel’s Own Operation and
Nel’s Supply Chain
The risk of human and labour rights abuses differs between
countries and when making a general assessment of the risk
of human rights abuses it is relevant to look at the countries
in question. When assessing country risk Nel has used the
“Corruption Perception Index” published by Transparency
International (the “TI-Index”). The TI-Index scores each
country from 1 – 100 where 100 is the highest score.
Nel ASA and all business units, including subsidiaries, are
based in jurisdictions which score amongst the top 18% of
the 180 countries scored in the index. Norway, Denmark and
the United States, where Nel’s main facilities are located, are
ranked no. 4, 1 and 24, respectively, on the index. Further,
the terms of employment and working conditions of Nel
employees are in accordance with local legislation and
international norms. The risk related to Nel’s own operations
is therefore considered to be low.
Each Nel business unit has its separate supply chain which
must be assessed separately. In the figures below we have
assessed country risk in the supply chain of each business
unit and overall, across all business units. For the purpose of
the diagrams below we have split the index into five intervals
(diagrams are based supply chain information from 2022).
The figures to the right documents that overall Nel
predominantly has suppliers from low-risk jurisdictions. 99% of
Nel’s suppliers are within the top two intervals (55% and 44%
respectively), and there are no suppliers in the two bottom
intervals. For Fueling and Alkaline 86% and 93% respectively
are in the top interval. For PEM, 4% are in the top interval and
95% are in the second interval. For PEM 91% of their suppliers
are based in the United States which is in the second interval
with a score of 69 (ranked 24 of all 180 countries). Based
on an overall assessment of country risk, risk of violations of
fundamental human rights and decent working conditions in
Nel’s Supply chain is considered too be low.
In addition to country risk, the risk of human rights abuses
also differs between product categories. Metals and minerals
are product categories which generally implies a high risk,
related to both the extraction and the processing of the metals/
minerals, and a particular high level of awareness is required
in respect of minerals on the OECDs list of so-called conflict
minerals . Metals are also a key component of Nel’s products.
The Alkaline electrolysers contain steel and nickel, the PEM
Consolidated statement of comprehensive income ...................................................................................................................................... 62
Consolidated statement of financial position as of 31 December ............................................................................................................ 63
Consolidated statement of cash flows ............................................................................................................................................................... 65
Consolidated statement of changes in equity ................................................................................................................................................. 66
Note 1.1Corporate information ....................................................................................................................................................................... 68
Note 1.2Basis of preparation ............................................................................................................................................................................ 68
Note 1.4Changes in accounting policies ....................................................................................................................................................... 70
Note 1.5Significant accounting judgements and estimation uncertainty ............................................................................................. 70
Note 2.1Revenue from contracts with customers ....................................................................................................................................... 70
Note 2.2Other operating income ................................................................................................................................................................... 75
Note 2.3Segment information ......................................................................................................................................................................... 76
Note 2.7Finance income and cost .................................................................................................................................................................. 81
Note 3.4Investments in associated companies and joint ventures ......................................................................................................... 98
Note 4.3Prepaid expenses and other current assets.................................................................................................................................. 101
Note 4.4Cash and cash equivalents ............................................................................................................................................................... 103
Note 5.1Share capital and shareholders ....................................................................................................................................................... 104
Note 5.2Long-term debt and guarantees .................................................................................................................................................... 105
Note 5.3Deferred income ................................................................................................................................................................................. 106
Note 6.7Contractual commitments and commitments for future investments ................................................................................ 119
Note 7.1 Composition of the group ................................................................................................................................................................ 120
Note 7.5Events after the balance sheet date ............................................................................................................................................... 123
Impairment of tangible and intangible assets-327 29800-327 298
OPERATING LOSS
-726 449-420 067-132 138-1 278 654
Finance income125 04492 57397 629
Finance costs3 417-16 8017 412-5 972
Tax income (expense)8 3186 58692415 828
NET INCOME (LOSS)-714 702-425 238-31 229-1 171 169
TOTAL ASSETS1 005 3472 427 2843 517 8816 950 512
TOTAL LIABILITIES456 231977 39267 2821 500 905
Capital expenditures54 373229 6601 160285 193
1)
Other and eliminations comprises parent company, holding entity, excess values on intangible assets and related depreciation and tax expense (income) derived from
the consolidation of the financial statements not allocated to the operating segments.
In 2022, revenue from single customers above 10% of total
revenues include Nikola Corporation (electrolyser), recognised
revenue of NOK 164.8 million.
In 2021, revenue from single customers above 10% of
total revenues include Iberdrola (electrolyser) and Iwatani
Corporation of America (fueling), recognised revenue of NOK
128.4 and NOK 147.3, respectively.
Nel ASA
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Annual report 2022
77
(Amounts in NOK thousands)
2021OPERATING SEGMENTS
REVENUES BY GEOGRAPHIC REGION
BASED ON CUSTOMER LOCATIONFUELINGELECTROLYSEROTHER
1)
TOTAL
Norway
538
4 47905 017
United States203 794161 8050365 599
North America ex United States9 9373 618013 555
Asia 38 61242 543081 155
Europe ex Norway64 285204 7500269 034
Middle East 09 21609 216
Africa01 66301 663
South America02 08502 085
Oceania05 77105 771
TOTAL REVENUE FROM CONTRACTS WITH CUSTOMERS317 165435 9300753 096
Impairment of tangible and intangible assets0-4 5000-4 500
OPERATING LOSS-208 852-270 566-103 434-582 853
Finance income186428 19428 276
Finance costs-5 390-240-1 123 595-1 129 224
Share of loss from associates and joint ventures00-35-35
Tax income (expense)10 1755 88592416 984
PRE-TAX INCOME (LOSS)-204 049-264 857-1 197 946-1 666 852
TOTAL ASSETS1 038 3761 842 2533 126 3546 006 984
TOTAL LIABILITIES276 511644 27447 494968 279
1)
Other comprises parent company, holding entity, excess values on intangible assets and related depreciation and tax expense (income) derived from the consolidation
of the financial statements not allocated to the operating segments.
78
Notes to the consolidated financial statements 2022
2.4 Raw materials
(Amounts in NOK thousands)
20222021
Raw material557 149528 699
Freight expense13 93912 346
Other consumables13 72810 650
TOTAL584 815551 695
2.5 Personnel expenses
(Amounts in NOK thousands)
20222021
Salaries581 677471 735
Social security tax51 84337 544
Pension expense29 50822 926
Other payroll expenses
1
)41 58427 042
Capitalised salary to technology development-39 796-87 237
TOTAL664 815472 010
1)
Included here are expenses amounting to NOK 7.6 million (8.9 in 2021) related to the Group’s share option program.
20222021
Average number of full time employees580486
Hereof women10590
SHARE OPTION PROGRAM
In 2021, Nel compensated employees with share options as
part of a program to incentivize and retain key employees.
The share option program was distributed groupwide and
granted shares to all employees employed in the group
during 2021 on certain tenure conditions. When granted,
there is only service-time based vesting conditions. Vesting
requires the option holder to still be an employee in the
Group. The share-based payment is equity-settled. Each
option, when exercised, will give the right to acquire one
share in the Group. The options are granted without
consideration. Refer below for additional information on
share option program 2019, 2020 and 2021. The share
option program for all employees was terminated in 2022
and was replaced by a STI bonus scheme linked to employee
performance and Nel’s financial performance.
Options granted July 2019:
A total of 11.1 million share options were granted. Pursuant
to the vesting schedule, 40% of the options will vest two years
after the day of grant, and 60% of the options will vest three
years after the day of grant. The exercise price is equal NOK
7.8 per share based on the average price of the Nel ASA
share price the five trading days before grant date (NOK 7.22)
and including an 8% premium. Gain per instrument is capped
at NOK 5.00 maximum per share option. The options that
have not been exercised will lapse 4 years after the date of
grant.
Options granted July 2020:
A total of 12.8 million share options were granted. Pursuant
to the vesting schedule, 40% of the options will vest two
years after the day of grant, and 60% of the options will vest
three years after the day of grant. The exercise price is equal
NOK 21.72 per share based on the average price of the Nel
ASA share price the five trading days before grant date (NOK
20.11) and including an 8% premium. Gain per instrument is
capped at NOK 5.00 maximum per share option. The options
that have not been exercised will lapse 4 years after the date
of grant.
Options granted July 2021:
A total of 7.8 million share options were granted. Pursuant to
the vesting schedule, 40% of the options will vest two years
Nel ASA
I
Annual report 2022
79
after the day of grant, and 60% of the options will vest three
years after the day of grant. The exercise price is equal NOK
15.125 per share based on the average price of the Nel ASA
share price the five trading days before grant date (NOK 14.00)
and including an 8% premium. Gain per instrument is capped
at NOK 10.00 maximum per share option. The options that
have not been exercised will lapse 4 years after the date of
grant.
Assumptions, costs and social security provisions
The Group uses the Black-Scholes-Merton option pricing
model at time of grant to determine the impact of stock
option grants in accordance with IFRS 2 - Share-based
payment. The model utilises the following parameters as
input:
• the company’s share price
• the strike price of the options
• the expected lifetime of the options
• the risk-free interest rate equalling the expected lifetime
• the volatility associated with the historical price
development of the underlying share
As all employee options granted are “non-transferable”,
and the gains are taxed with personal income tax (higher),
whereas gains on ordinary shares are taxed with capital gains
tax (lower), it is reasonable to assume that participants tend
to exercise early. Hence estimated lifetime of the options is
expected to be shorter than the time from grant until expiry.
However, exercise patterns are monitored frequently and
expected option lifetime for future grants will reflect exercise
behaviour.
To estimate the volatility in the option pricing model
comparable companies have been used. Nel does have
sufficient traded history, however – the company has
been through a rapid development in recent years and
the assumption made at grant was that traded history the
previous years was not the best estimate for the future years.
Hence, volatility input to the Black-Scholes-Merton model is
based on a group of peer companies.
Further the total fair value of the share-based instruments
is amortised over the vesting period of the instrument. IFRS
2 presumes that the fair value of the services expected
to be received is the same as the fair value of the equity
instruments granted at grant date. Therefore, although the
services are recognised over the vesting period, they are
measured only once, at grant date, unless the arrangement is
modified.
Social security tax provisions are accrued on a quarterly basis
and becomes payable at exercise of the options. The social
security tax provisions are estimated based on the gain on the
share-based instruments multiplied with the relevant social
security tax rate.
The total expense recognised for the share-based programs,
excluding social security, during 2022 was NOK 8.3 (9.5)
million. The total social security accruals at the end of the year
are NOK 0.0 (0.7) million (social security costs on exercised
options has been paid in connection with the relevant
exercises, hence taken out of the accruals accounts). The total
intrinsic value of the company’s share-based instruments is
NOK 0.1 (37.9) million as of 31 December 2022.
Key assumptions option pricing model
20212020
Volatility63.04%28.65%
Interest rate 0.96%0.149%
Dividend0.000.00
No new share options were issued in 2022.
80
Notes to the consolidated financial statements 2022
ESTIMATION UNCERTAINTY - Share-based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate evaluation
model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most
appropriate inputs to the valuation model including the expected life of the share option or appreciation right, volatility and
dividend yield and making assumptions about them. The groups’ equity-settled share-based payments are measured at fair
value at the grant date.
(amounts in NOK thousands and number of options/shares in thousands)
SHARE OPTION
PROGRAM
OPENING
BALANCEGRANTEDEXERCISEDFORFEITED
CLOSING
BALANCE
STRIKE
PRICEVALUE
1)
REMAINING
CONTRACT UAL
LIFE
July 2019
2)
5 032
0-4 487-52817 7.80 5.00 0.51
July 2020
2)
10 81600-1 3089 508 21.72 - 1.52
July 2021
2)
7 58800-8886 699 15.13
-
2.63
TOTAL23 4360-4 487-2 72416 225
VESTED
2)
EXPIRY
2)
NAME 2022202320242025TOTAL202320242025
EXPENSE
FOR THE
PERIOD
3)
Håkon Volldal
0
00000000
Kjell Christian Bjørnsen1282549304760321155250
Anders Søreng1242489304650310155277
Filip Smeets12825493047600476250
Esa Laukkanen000000000
Robert Borin000000000
Jørn Rosenlund00000000-441
Hans Hide1262549604760316160288
Stein Ove Erdal1402749605100350160303
Caroline Duyckaerts06293015500155114
Other employees3 1877 0253 456013 667177 8915 7597 300
TOTAL3 8348 3714 020016 225179 1877 0208 342
1)
The value of the share options equals share price less strike price, capped at NOK 5.0 for 2019 and 2020 program, and 10.0 for 2021 program.
2)
All share options are granted, vested and expired at the beginning of July in a given fiscal year, except for share option program 2021 which is August.
3)
Cost of period does not include social security
No share options expired during the period. The first expiry
date is 1. July 2023 for the options granted July 2019.
The weighted-average share price at the date of exercise in
2022 was 15.5 (13.8). As shown in the table above, the share
options exercised during 2022 had a strike price of mainly 7.8.
Employee benefits were capped at NOK 5 or share price 12.8.
Pensions
The group has defined contribution pension scheme for
its employees. This scheme is funded through payments
to insurance companies. A defined contribution plan is
one under which the group pays fixed contributions to a
separate legal entity. The group has no legal or constructive
obligations to pay further contributions if the fund does
not hold sufficient assets to pay all employees the benefits
relating to employee service in the current and prior periods.
For defined contribution plans, the group pays contribution
Nel ASA
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Annual report 2022
81
to publicly- or privately administered pension insurance plans
on an obligatory, contractual or voluntary basis. The group
has no further payment obligations once the contributions
have been paid. The contributions are recognised as a
salary expense when they fall due. Prepaid contributions are
recognised as an asset to the extent that a cash refund or a
reduction in the future payments is available.
The parent company and the Norwegian subsidiaries have
pension plans that meet the requirements of the Pension Act
of Norway. The Danish and the US subsidiary have pension
plans that meet their respective requirements.
2.6 Other operating expenses
(Amounts in NOK thousands)
20222021
Research and development expenditure
73 94221 378
Utilities
23 80912 398
Professional fees
116 10879 046
Travel expenses
37 22718 188
IT and communication costs
25 89118 527
Changes in provisions
46 17817 368
Repair and maintenance10 5725 577
Premises costs29 14712 182
Sub supplier services
76 33729 993
Other expenses
84 61134 876
TOTAL Other operating expenses
523 824249 533
2.7Finance income and cost
(Amounts in NOK thousands)
20222021
Interest income
72 20119 735
Change in fair value financial instruments
19 5047 586
Other
5 924954
Finance income
97 62928 276
Interest expense
6931 140
Interest expense lease liabilities
10 4738 792
Capitalised interest
0-5 902
Net foreign exchange loss
-56 4593 526
Change in fair value financial instruments
50 1181 120 776
Other
1 147893
Finance cost
5 9721 129 224
Net finance income (cost)
91 657-1 100 948
The change in fair value financial instruments is mainly due to change in fair value of Nel’s shareholdings in Everfuel and Nikola
Corporation of NOK 26.2 (-1 073.0) million and NOK 23.9 (-47.8) million, respectively. For additional information, refer note 4.3.
Net foreign exchange gain is mainly unrealised effects from revaluing internal loans.
82
Notes to the consolidated financial statements 2022
2.8 Income taxes
TAX
The tax expense in the statement of comprehensive income
comprises of the tax payable for the period and of the change
in deferred tax. Deferred tax is calculated at the prevailing tax
rate in the respective countries where the parent company and
subsidiaries are tax resident. Deferred tax is calculated based
on temporary differences that exist between accounting and
tax values, as well as any tax loss carry forward at the end of
the financial year. The deferred tax asset is recognised if it is
probable that the company will have a sufficient tax profit to be
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available
against which the losses can be utilised. Significant management judgement is required to determine the amount of
deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with
future tax planning strategies.
The group has NOK 497.3 million of tax amounts from tax losses carried forward (NOK 420.0 million in 2021). These losses
relate to subsidiaries that have a history of losses, do not expire, and to some extent may not be used to offset taxable
income elsewhere in the group. On this basis, the group has determined that it cannot recognise deferred tax assets from
the tax losses carried forward. Deferred tax assets not recognised in the statement of financial statement amount to NOK
532.5 million in 2022 (399.1 in 2021).
CALCULATIONS OF THE TAX BASE FOR THE YEAR20222021
Income (loss) before tax-1 186 997-1 683 836
Permanent differences365 3431 094 455
Change in temporary differences183 53876 041
Use of tax losses carried forward-149 070-12 331
The year's taxable income-787 186-525 671
RECONCILIATION OF TAX EXPENSE TO NORWEGIAN NOMINAL STATUTORY TAX RATE
Nominal tax rate
22 %22 %
Income (loss) before tax-1 186 997-1 683 836
Tax this years income (loss), estimated-261 139-370 444
Tax effect of:
Tax rates different from Norway2 8331 960
Permanent differences78 196242 500
Change in tax rates recognised in temporary differences-3 7020
Change in deferred tax-8 103-7 405
Change in not recognized deferred tax assets (tax liabilities)163 930123 411
Other differences12 158-7 068
Currency translation differences062
Income tax expense-15 828-16 984
The tax effect of permanent difference of NOK 242.5 million is mainly related to unrealised changes in fair value of
shareholdings.
Nel ASA
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Annual report 2022
83
INCOME TAX EXPENSE COMPRISE
Income tax payable
-7 726
-9 579
Change in deferred tax-8 103-7 405
Total income tax expense (income)-15 828-16 984
TAX EFFECTS OF TEMPORARY DIFFERENCES20222021
Trade receivables and customers contracts
-12 949
-1 593
Intangible assets38 66369 546
Property, plant and equipment8 7625 093
Inventories-1475 076
Accrued warranty-16 726-13 519
Leases-6 530-4 889
Deferred income-15 700-4 811
Other accruals-30 500-45 864
Shares and other investments011 922
Tax losses carry forward-497 326-420 013
Deferred tax asset-532 453-399 052
RECONCILIATION TO STATEMENT OF FINANCIAL POSITION20222021
Deferred tax asset-532 453-399 052
Deferred tax asset not recognised in statement of financial position577 982447 595
Deferred tax liability in the statement of financial position45 52948 543
CHANGES IN RECOGNISED DEFERRED TAX LIABILITY20222021
Balance as of 01.01.48 54355 144
Recognised in the income statement-8 103-7 405
Translation differences on deferred taxes5 089804
Balance as of 31.12.45 52948 543
The majority of the deferred tax asset is related to tax losses carry forward. As of 31 December 2022, it is considered not to be
likely that the deferred tax asset can be utilised in near future, therefore no deferred tax asset has been capitalised. Table below
show net operating losses carried forward by country multiplied with the tax rate, the deferred tax asset not recognised.
TAX LOSSES CARRY FORWARD BY COUNTRY20222021
Norway233 084188 442
Denmark170 687104 349
United States88 753122 878
South Korea4 8024 344
Balance as of 31.12.497 326420 013
84
Notes to the consolidated financial statements 2022
2.9 Earnings per share
Earnings per share are calculated by dividing the profit/loss for the year by the corresponding weighted average of the number
of outstanding shares during the reporting period. ‘Diluted earnings per share’ is based on the same calculation as for earnings
per share, but it also considers all potential shares with dilutive effect that have been outstanding during the period. Potential
shares relate to agreements that confer the right to issue shares in future. Options are excluded if their effect would have been
anti-dilutive.
Earnings per share is calculated as profit/(loss) attributable to the equity holders of the parent company divided by the average
number of shares outstanding.
(Amounts in NOK thousands)
20222021
Net loss attributable to the equity holders of the parent company
and for the purpose of basic and diluted shares-1 171 169-1 666 852
Basic earnings per share
Issued ordinary shares at 1 January1 460 7991 407 797
Share options exercised4 4873 502
Share issued98 03949 500
Issued ordinary shares at 31 December1 563 3251 460 799
Effect of weighting (share options exercised and share issued during the year)-25 202-48
Weighted-average number of shares outstanding for the purpose of basic earnings per share1 538 1231 460 751
Basic earnings per share for loss attributable to the equity holders of the parent company (NOK)-0.76-1.14
Diluted earnings per share
Weighted-average number of shares outstanding for the purpose of basic earnings per share1 538 1231 460 751
Effect of share options on issue
1)
00
Weighted-average number of shares outstanding for the purpose of diluted earnings per share1 538 1231 460 751
Diluted earnings per share for loss attributable to the equity holders of the parent company (NOK)-0.76-1.14
1)
As of 31 December 2022, 16 224 525 weighted-average options were excluded from the diluted weighted-average number of ordinary shares calculation because
their effect would have been anti-dilutive (earnings per share is negative).
Nel ASA
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Annual report 2022
85
3.1Intangible assets
RESEARCH AND DEVELOPMENT
Research
Research activities are defined as activities whose purpose is
to generate new technological understanding or knowledge.
Research costs are expensed as incurred.
Development
Capitalised development costs are recognised at historical
cost after the deduction of accumulated amortisations and
impairments. The capitalised value is amortised over the
period of expected future earnings from the related project
on a straight-line basis.
Technology
As an indication of the level of internal technology costs, Nel
currently has 60 and 59 full time employees working directly
with R&D in the electrolyser and fueling division, respectively.
Of the 60 full time employees working with electrolysers, 40
engineers are dedicated to technology at Proton OnSite in
Wallingford, U.S. and 20 are dedicated to the technology at
Nel Hydrogen Electrolyser AS in Notodden, Norway
Electrolyser
Nel invests in development of large-scale industrialisation
of Electrolyser products. Work is in progress to develop a
pressurized alkaline Electrolyser targeting 1000Nm3/h single
cell stack to support and meet the demand of our customers.
In addition, also development of the current atmospheric
alkaline technology into larger capacity solutions are on-
going. Finally, in order to meet new large-scale opportunities
within the PEM portfolio, Nel is developing a larger single
cell-stack PEM platform. All these three development activities
are targeting to reduce total cost of ownership for our
customers.
The Electrolyser division has recognised on the statement of
Financial Position Technology from internal development of
NOK 262.3 (189.4) million as of 31.12.2022.
Fueling
Nel continues to see the market of Heavy-Duty transportation
move fast towards Hydrogen. Therefore, in the fueling
division there will be a significant investment in the
development of next generation HDV equipment like high-
capacity station modules and dispensers. This is to serve
customers who have a need for large capacity dispensing
capability, enabling fueling of a heavy-duty truck in 10-15
minutes, to achieve a range of 1 000 km. In addition, there
will be ongoing investments in factory and laboratory to be
able to accommodate HDV fueling equipment.
The Fueling division has recognised on the statement of
Financial Position Technology from internal development of
NOK 71.9 (109.1) million as of 31.12.2022.
Significant accounting judgements - Development costs
Development expenditures on an individual project are recognised as an intangible asset when the group can demonstrate:
• The technical feasibility of completing the intangible asset so that the asset will be available for use or sale
• How the asset will generate future economic benefits
• Its intention to complete and its ability and intention to use or sell the asset
• The availability of resources to complete the asset
• The ability to measure reliably the expenditure during development
To demonstrate technical feasibility and availability of resources, it should be a high certainty that Nel have the intention
and ability to complete. Nel categorise its intention and ability to complete in a matrix with the overarching risk to complete
buckets low, medium and high. In the phase of a project where the risk of completing is medium to high, then the
development costs are expensed as incurred. A capitalised development project commence amortisation when a succesful
pilot is demonstrated. After a succesful pilot, the technology is in the condition necessary for it to be capable of operating
in the manner indented by management and enters ‘ramp-up’ stage. Subsequent expenditure is maintenance of existing
technology (expensed).
Total technology spend for 2022 was NOK 248.4 (172.6) million, of which NOK 118.3 (118.9) million and NOK 130.1 (53.8)
million has been capitalised and expensed, respectively.
86
Notes to the consolidated financial statements 2022
USEFUL LIFE, AMORTISATION PLAN
• Technology has a useful life of 3-7 years
• Customer relationship has a useful life of 7-10 years
• Goodwill has indefinite life
CUSTOMER RELATIONSHIP
Customer relationship is acquired through business
combinations. Customer relationship is initially measured at
cost and subsequently amortised over useful life, using the
straight-line method. At period end customer relationship
is recognised at historical cost after the deduction of
accumulated depreciation and impairments.
GOODWILL
Goodwill recognised in the statement of financial positions
has been acquired through business combinations. Goodwill
occurs as the residual in the business combination, being the
excess of the aggregate of the consideration transferred and
any previous interest held, over the net identifiable assets
acquired and liabilities assumed. Goodwill is initially measured
at cost which is net of tax amount.
Subsequent to initial recognition, goodwill is measured at
cost less any accumulated impairment losses. For the purpose
of impairment testing, goodwill acquired in a business
combination is, from the acquisition date, allocated to each of
the group’s cash-generating units (CGUs) that are expected to
benefit from the combination, irrespective of whether other
assets or liabilities of the acquire are assigned to those units.
(Amounts in NOK thousands)
TECHNOLOGY
CUSTOMER
RELATIONSHIPGOODWILLTOTAL
Acquisition cost as of 01.01.2021
630 43096 812620 1981 347 440
Additions from internal development99 1600099 160
Additions acquired separately19 7100019 710
Disposals-9700-97
Currency effects
-396-35-4 547-4 978
Acquisition cost as of 31.12.2021748 80796 777615 6511 461 235
Additions from internal development115 74200115 742
Additions acquired separately2 509002 509
Disposals-26 10000-26 100
Currency effects45 5982 41846 83594 851
Acquisition cost as of 31.12.2022886 55699 195662 4851 648 237
Accumulated amortisation and impairment as of 01.01.2021203 08952 117467255 673
Amortisation52 91812 278065 196
Reclassification-9700-97
Impairment-1 11800-1 118
Currency effects
-2 56400-2 564
Accumulated amortisation and impairment as of 31.12.2021252 22864 395467317 091
Amortisation69 31313 310082 623
Reversed amortisation disposals-20 77200-20 772
Reclassification1 632001 632
Impairment
30 8600296 438327 298
Currency effects5 908005 908
Accumulated amortisation and impairment as of 31.12.2022339 16977 705296 905713 779
Carrying value as of 31.12.2021
496 57932 381615 1841 144 144
Carrying value as of 31.12.2022547 38721 489365 580934 456
Nel ASA
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Annual report 2022
87
Impairment loss NOK 327.3 (0.0) million, from categories
Technology and Goodwill, is included within “Impairment
of tangible and intangible assets” in profit or loss. The
impairment of technology is related to the technology
development of fueling stations for the Light-Duty vehicles
segment. The assessment includes uncertainty of future
economic benefits from these products, both from actuals
historical results and as Fueling develops new technology that
will replace existing. Fueling will focus on developing its core
technology with special focus on high-pressure compression,
cooling and control. The fueling division will continue to
invest in the development of next generation Heavy-Duty
Vehicle (“HDV”) equipment such as high-capacity station
modules and dispensers.
Specification of carrying amount
2022
(Amounts in NOK thousands)
TECHNOLOGY
CUSTOMER
RELATIONSHIPGOODWILLTOTAL
Internal development
334 17600334 176
Acquired separately88100881
Acquired through business combinations212 33121 489365 580599 401
Carrying value as of 31.12.2022547 38721 489365 580934 456
2021
(Amounts in NOK thousands)
TECHNOLOGY
CUSTOMER
RELATIONSHIPGOODWILLTOTAL
Internal development
298 53900298 539
Acquired separately1 369001 369
Acquired through business combinations196 67132 381615 184844 236
Carrying value as of 31.12.2021496 57932 381615 1841 144 144
ESTIMATION UNCERTAINTY - Impairment of goodwill and intangible assets
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which
is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is
based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market
prices less incremental costs of disposing of the asset. The value in use calculation is based on a DCF model. The cash
flows are derived from the budget and strategy forecasts for the next five years and do not include restructuring activities
that the group is not yet committed to or significant future investments which has not commenced that will enhance the
performance of the assets of the CGU being tested. The recoverable amount is sensitive to the discount rate used for
the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. The key
assumptions used to determine the recoverable amount for the different CGUs, including a sensitivity analysis, are disclosed
and further explained in this note.
88
Notes to the consolidated financial statements 2022
GOODWILL AND INTANGIBLE ASSETS
WITH INDEFINITE USEFUL LIVES -
IMPAIRMENT CONSIDERATIONS
Goodwill, and CGUs where goodwill has been allocated, are
required to be tested for impairment annually. The group
performed its annual impairment test in December 2022.
Impairment losses are recognised where the recoverable
amount is less than the carrying amount. The group has
recognised goodwill impairment expense of NOK 296.4 (0.0)
in 2022, impairing goodwill in the Fueling division which
occurred initially from the acquisition of Fueling in 2015 when
Nel bought the division for NOK 300 million. The impairment
charge was primarily due to the reduction in the projected
growth rate for the Fueling division as a consequence of
the weaker order intake in 2022, increasing personnel cost,
combined with high quality costs on delivered stations out
in the field. In addition, the pre-tax nominal WACC rate
increased to 14.0% in 2022 (8.5% in 2021) mainly due to the
increase in the risk-free rate in response to raising inflation in
Europe during 2022.
ANNUAL IMPAIRMENT TEST -
ASSUMPTIONS
CGU
The annual impairment test is performed for all the Group’
Cash Generating Units (CGUs). A CGU is defined as the
smallest group of assets that generates cash inflows
from continuing use that are largely independent of the
cash inflows of other assets or groups thereof. The way
management monitors operations assisted in the judgements
of identifying the CGUs.
The Group’ CGUs are
• Electrolyser Norway,
• Electrolyser US and
• Fueling
SPECIFICATION OF ALLOCATED GOODWILL PER CGU20222021
Electrolyser US
304 216272 184
Electrolyser Norway
61 36461 364
Fueling
0281 635
Balance as of 31.12.
365 580615 184
Market capitalisation
The group considers the relationship between its market
capitalisation and its book value, among other factors, when
reviewing indicators of impairment. As of 31 December 2022,
the market capitalisation of the group was approximately
4 times above the book value of equity, indicating no
impairment of goodwill and impairment of the assets. In 2021
the market capitalisation was 5 times above the book value of
equity.
Key assumptions
The calculations of value in use are sensitive to several
assumptions, the following are assessed key assumptions in
the measured value:
• Revenue growth and gross margin
• EBITDA margins
• Discount rate / Weighted average cost of capital (WACC)
Forecast period
For each CGU, a recoverable amount has been measured.
The impairment test has been based on the business and
strategy plans approved by the Board of Directors and
management’s best estimate of cash flows. The recoverable
amount is based on a discounted cash flow model
determined value in use, which are based on the following:
i) the future expectations reflected in the current budget
and strategy over the next 5-year period (forecast period);
and
ii) a declining growth rate for the subsequent five years
as Nel assesses that 2027 is not a steady state of the
hydrogen industry and not for Nel, specifically. Nel
has applied declining growth rates starting from 2027,
declining yearly down to 2.5%. The 2.5% growth rate is
applied from year 2028, 2029 and 2031 for the divisions
Fueling, Electrolyser US and Electrolyser Norway,
respectively.
Nel ASA
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Annual report 2022
89
Discount rate
Discount rates represent the current market assessment of
the risks, taking into consideration the time value of money
and individual risks of the underlying assets that have not
been incorporated in the cash flow estimates. The discount
rate calculation is based on the specific circumstances of
the group and its operating segments and is derived from
its weighted average cost of capital (WACC). The WACC
considers the cost of debt and equity. The cost of equity
is derived from the expected return on investment by the
group’s investors. The cost of debt is based on the interest-
bearing borrowings the group is obliged to service. Segment
specific risk is incorporated by applying individual beta factors.
The beta factors are evaluated annually based on publicly
available market data. Adjustments to the discount rate are
made to factor in the specific amount and timing of the future
cash flows to reflect a pre-tax nominal discount rate. Pre-tax
nominal discount rate is in the range of 14.0 % to 15.0 %.
ANNUAL IMPAIRMENT TEST – RESULTS
AND SENSITIVITY
The impairment test has been prepared in accordance
with IAS 36 impairment of non-financial assets following
the discounted cash flow methodology for value in use
within the standard. The cash flows projections relate to the
cash-generating unit in the current condition which means
future investments not commenced has not been included
in the valuation. In addition, the standard encourages a
conservative valuation to ensure that assets are not carried at
more than their recoverable amount.
(Amounts in NOK thousands)
ELECTROLYSER
US
ELECTROLYSER
NORWAY
FUELING
Goodwill
304 21661 3640
Other intangible assets
342 003141 49283 582
Other invested capital
128 857485 655195 592
Carrying value
775 076688 511279 174
Recoverable amount
1 057 4101 640 296279 174
Headroom
282 334951 7850
Pre-tax nominal discount rate
15.0 %14.8 %14.0 %
Terminal growth rate
2.5 %2.5 %2.5 %
ELECTROLYSER US
Electrolyser US is the Group’ segment for the PEM
electrolyser technology. The CGU covers the production and
manufacturing of PEM electrolyser equipment in Wallingford,
Connecticut, US. The operations consist of both assembly of
electrolyser, marketing activities and product development.
The table below show the sensitivity analysis for the range of
+/-2 percentage points in WACC and +/-4 percentage points
in EBITDA margin.
Sensitivity in headroom
(amounts in NOK million)PERCENTAGE POINT CHANGE IN EBITDA MARGIN
CHANGES IN WACC
-4.0%-2.0%0.0%2.0%4.0%
-2.0% -89 454 997 1 537 2 073
-1.0% -355 120 596 1 068 1 537
0.0% -562 -140 281* 700 1 115
1.0% -726 -348 29 404 775
2.0% -858 -517 -176 163 498
* Represents headroom in impairment calculation for the CGU. Negative numbers in the table indicate impairment.
90
Notes to the consolidated financial statements 2022
ELECTROLYSER NORWAY
Electrolyser Norway is the Group’ segment for the Alkaline
electrolyser technology. The CGU covers the production,
manufacturing and development of both atmospheric alkaline
and pressurised alkaline electrolyser equipment in Herøya
and Notodden, Norway. New plant at Herøya, Norway
started operations in 2021 and will scale the production. The
operations consist of both assembly of electrolyser, marketing
activities and product development.
The table below show the sensitivity analysis for the range of
+/-2 percentage points in WACC and +/-4 percentage points
in EBITDA margin.
Sensitivity in headroom
(amounts in NOK million)PERCENTAGE POINT CHANGE IN EBITDA MARGIN
CHANGES IN WACC
-4.0%-2.0%0.0%2.0%4.0%
-2.0% 377 1 078 1 779 2 480 3 181
-1.0% 92 703 1 315 1 926 2 537
0.0% -130 411 952* 1 493 2 034
1.0% -306 178 662 1 146 1 630
2.0% -448 -11 426 863 1 300
* Represents headroom in impairment calculation for the CGU. Negative numbers in the table indicate impairment.
FUELING
Fueling is the Group’ segment for the Hydrogen fueling
technology. The CGU covers the production and manufacturing
of hydrogen refueling stations in Herning, Denmark. The
operations consist of both assembly of hydrogen refueling
stations, marketing activities and product development. The
Fueling segment offers H2Station® for fast fueling of fuel cell
electric vehicles as well as services in relation to the supply
of these stations. The objective to the segment is to deliver
world class fueling stations offering a complete solution from
sourcing and storage of hydrogen to fueling of vehicles.
The table below show the sensitivity analysis for the range of
+/-2 percentage points in WACC and +/-4 percentage points
in EBITDA margin.
Sensitivity in headroom
(amounts in NOK million)PERCENTAGE POINT CHANGE IN EBITDA MARGIN
CHANGES IN WACC
-4.0%-2.0%0.0%2.0%4.0%
-2.0% -232 55 343 631 918
-1.0% -350 -101 149 398 648
0.0% -439 -220 0* 220 439
1.0% -508 -312 -117 79 275
2.0% -562 -386 -210 -33 143
* Represents headroom in impairment calculation for the CGU. Negative numbers in the table indicate impairment.
Nel ASA
I
Annual report 2022
91
Additional sensitivities –assumptions
The sensitivities in the table show the change in assumptions
that results in zero headroom, at perpetuity growth 2.5%,
all else being equal. Additional sensitivities for the Fueling
division has not been included as headroom in the valuation
is zero. The table shows the sensitivities for the WACC used,
but also for WACC +/- one percentage point:
KEY
ASSUMPTIONSPERIODS CHANGED
WACC CHANGE
(PPS)
ELECTROLYSER
US
ELECTROLYSER
NO
Revenue growth multiple
1)
Total multiple growth in NOK from 2022 to terminal1.0%-0.1-3.5
0.0%-0.9-4.2
-1.0%-1.6-4.9
Gross margin
2)
Perecentage points in terminal1.0%-0.2%-5.0%
0.0%-1.6%-6.0%
-1.0%-2.9%-7.0%
Free cash flow margin
3)
Perecentage points in terminal1.0%-0.2%-3.9%
0.0%
-1.7%-4.7%
-1.0%-3.0%-5.4%
1)
If revenue assumption in terminal is reduced with this year’s revenue multiplied with this factor, the headroom is zero.
2)
If average gross margin rate assumption in the CGU is reduced with this percentage point in the terminal, the headroom is zero.
3)
If free cash flow margin rate assumption in the CGU is reduced with this percentage point in the terminal, the headroom is zero.
92
Notes to the consolidated financial statements 2022
3.2 Property, plant and
equipment
Property, plant and equipment comprise owned and leased
assets.
Property, plant and equipment are measured using the cost
model; thus, recognised at cost price after deduction for
accumulated depreciation and any impairment. Cost prices
include purchase price and costs directly attributable to
bringing the asset to the location and condition necessary for
it to be capable of operating in the manner intended.
The assets are depreciated using the straight-line method
over the expected useful life of the asset. Costs of direct
maintenance on the operating assets are expensed as
incurred. Additional investments and improvements are
added to the asset’s cost price and depreciated in line with
Íslenska Vetnisfélagið IcelandFueling10.0%Joint venture2 3462 34600
SUM joint ventures2 3462 34600
TOTAL associated companies and joint ventures5 2324 6452 8862 298
Hyon AS (17.6%/28.7%):
On 21 January 2022, Hyon AS, completed a private
placement at a price of NOK 2.34 per share and subsequently
a successful admission to Euronext Growth Oslo. The shares
were therefore reclassified from shares in associate (28.7%
shareholding) to shares in current investments (17.6%
shareholding), refer to note 4.3 for additional information.
Nel ASA
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Annual report 2022
99
3.5 Non-current financial assets
(Amounts in NOK thousands)
20222021
Investment in Hydrogen Energy Network (HyNet)
39 11031 902
Long-term investments
208 06656 280
Fair value of derivatives (note 6.4)
1891 877
Prepayments
159170
Other non-current financial assets
2 5482 662
Balance as of 31.12.
250 07292 889
HYDROGEN ENERGY NETWORK (HYNET)
During 2022, the Group invested additional NOK 5.3 (13.1)
million in Hydrogen Energy Network (HyNet). The accumulated
cost of shares in HyNet is NOK 39.2 (33.9) million. The
transaction and book value is in Korean Won, therefore,
the shares are revalued to NOK 39.1 (31.9) million as of 31
December 2022. The group’s shareholdings constitute a
4.75 % ownership interest. HyNet is structured as a Special
Purpose Company and is principally engaged in expanding
the hydrogen fueling infrastructure in South Korea. The shares
are unquoted and there have not been any transactions of
an identical or similar instrument. The shares are stated at the
cost price of the shares which is the approximate fair value at
year end. Fair value information has not been disclosed for
the investment in note 6.6 because the fair value cannot be
measured reliably.
LONG-TERM INVESTMENTS
Nel occasionally enters contracts with customers with specific
guarantee clauses that require Nel to purchase certain
performance bonds or advance payment guarantee products
from financial institutions. The products are secured by cash
collateral.
In addition, Nel has some lease agreements which require
deposits in a restricted bank account throughout the lease
term.
Both cash collateral and deposits are assessed as investments
(i.e. not cash or cash equivalents) as the maturity exceeds 3
months. Long-term investments include the investments that
exceed 12 months.
Performance and warranty bonds
NOK 50.8 (24.7) million relates to outstanding irrevocable
letters of credit used as assurance for bid and contract
performance, these letters of credit mature between 31
December 2022 and 2 March 2024. As of 31 December 2022,
the customers have drawn NOK 0.0 (0.0) million on the letters
of credit.
Advance payment guarantee
Generally, in the contracts with customers, Nel receives
advance payments. As of 31 December 2022, Nel has NOK
107.0 (10.4) as cash collateral for irrevocable letters of
credit issued for advance payment guarantees with financial
institutions. As of 31 December 2022, the customers have
drawn NOK 0.0 (0.0) million on the letters of credit.
Lease payments guarantee (deposits)
and other deposits
Deposits for lease payments comprise security for lease
payments throughout the lease terms for cars, office premises
and manufacturing facilities. In addition, collateral for bank
credit lines. As of 31 December 2022, the Group has NOK
49.2 (19.6) million in such deposits.
100
Notes to the consolidated financial statements 2022
4.1 Inventories
Inventories comprises purchased raw materials, work in
progress and finished goods. Obsolescence is considered for
inventories and write-down is performed on obsolete goods.
Inventories are measured under the weighted-average
cost formula. The cost of each item is determined from the
weighted average of the cost of similar items at the beginning
of a period and the cost of similar items bought or produced
during the period. The average is calculated on a quarterly
basis.
(Amounts in NOK thousands)
20222021
Raw material
51 47868 431
Work in progress
120 84692 133
Finished goods
346 434188 269
Allowance for obscolete inventory
-14 163-20 366
Balance as of 31.12.
504 595328 465
Inventories are measured at the lowest of cost and net
realisable value less costs to sell. In both 2022 and 2021, all
items of inventories are measured at cost.
The amount of inventories recognised as an expense was
NOK 622.2 (510.2) million during the period.
4.2Trade receivables
Trade receivables are initially recognised at their transaction
price, i.e. the amount of consideration to which Nel expects to
be entitled for transferring the promised goods or services to
the customer. Trade receivables are subsequently accounted
for at amortised cost and are reviewed for impairment on an
ongoing basis. Trade receivables are generally not discounted.
Trade receivables are presented net of expected credit losses.
Changes in the expected credit loss are recognised within
other operating expenses in statement of comprehensive
income.
(Amounts in NOK thousands)
20222021
Receivables from third-party customers
463 005212 585
Allowance for expected credit losses
-2 270-1 177
Balance as of 31.12.
460 735211 408
Trade receivables are non-interest bearing and are generally
on terms 30 to 60 days
Movements in the allowance for impairment in respect of
trade receivables
(Amounts in NOK thousands)
20222021
Balance as of 01.01.
1 1771 046
Net remeasurement of loss allowance
1 093131
Balance as of 31.12.
2 2701 177
See Note 6.1 on credit risk of trade receivables, which explains
how the group manages and measures expected credit loss
of trade receivables that are neither past due nor impaired.
Nel recognises loss allowances for ‘Expected Credit Loss’
(ECL) on:
a) Financial assets measured at amortised cost; and
b) Contract assets
Loss allowance for trade receivables and contract assets are
always measured at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial
asset has increased significantly since initial recognition and
when estimating ECLs, the Group considers reasonable and
supportable information that is relevant and available without
undue cost or effort. This includes both quantitative and
qualitative information and analysis, based on the Group’s
historical experience and informed credit assessment, that
includes forward-looking information.
MEASUREMENT OF ECLs
ECLs are a probability-weighted estimate of credit losses.
Credit losses are measured as the present value of all cash
shortfalls (i.e. the difference between the cash flows due to
Nel in accordance with the contract and the cash flows that
Nel expects to receive).
PRESENTATION OF ALLOWANCE FOR
ECL IN THE STATEMENT OF FINANCIAL
POSITION
Loss allowances for financial assets measured at amortised
cost are deducted from the gross carrying amount of the
assets.
Nel ASA
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Annual report 2022
101
4.3 Prepaid expenses and
other current assets
(Amounts in NOK thousands)
20222021
Equity instruments
450 296568 191
VAT net receivable
34 0407 900
Short-term investments
96 86139 909
Prepayments
147 42255 530
Other current assets
48 35123 022
Fair value of derivatives (note 6.4)
4388 176
Balance as of 31.12.
777 408702 728
EQUITY INSTRUMENTS
Nikola Corporation
During 2018 Nel invested USD 5.0 million in Nikola Motor
Company Inc (former name). The carrying value as of 31
December 2022 is NOK 0.0 (96.3) million after the sale of all
the shares during 2022 for the total consideration of NOK
72.4 million. 2022 includes a finance cost from decline in
value of NOK 23.9 in 2022.
Nikola Corporation
(Amounts in NOK thousands)
SHARE HOLDING
FAIR VALUE USD/
PER SHAREUSD VALUEUSD/NOK
BOOK
VALUE
Carrying value as of 01.01.2021
1 106 520
15.2616 8858.53144 077
Fair value adjustment 20210-5.39
-5 964
0.29-47 757
Carrying value as of 31.12.20211 106 5209.8710 9218.8296 320
Fair value adjustment 2022
0
-3.12
-3 450
0.87-23 903
Sale of shares 2022
-1 106 520
6.75
-7 472
9.69-72 417
Carrying value as of 31.12.2022000
102
Notes to the consolidated financial statements 2022
Everfuel
During 2018 and 2019 Nel invested NOK 2.2 million in
Everfuel A/S. On October 21, 2020, Everfuel A/S completed a
listing on Euronext Growth. Consequently, Nel’s shareholding
in Everfuel A/S is based on quoted prices in an active market
both per 31 December 2021 and 2022. The Everfuel shares
lock-up period expired on October 29, 2021. Thus, there is no
lock-up restriction with the shareholdings as of 31 December
2022.
The carrying value as of 31 December 2022 is NOK 435.8
(471.9) million. The carrying value is calculated as the
shareholding of 12 140 255 shares multiplied with closing
price in 2022 of NOK 35.90.
Everfuel A/S
(Amounts in NOK thousands)
SHARE HOLDING
ACQUISITION
COST NOK/
PER SHARE
FAIR VALUE NOK/
PER SHARE
BOOK
VALUE
Carrying value as of 01.01.2021
12 338 624 0.91 125.001 542 328
Private placement
20 485125.002 561
Fair value adjustment 2021
-86.82-1 073 018
Carrying value as of 31.12.2021
12 359 109 1.12 38.18471 871
Fair value adjustment 2022
-26 215
Sale of shares 2022
-218 854-9 820
Carrying value as of 31.12.2022
12 140 255 1.12 35.90435 836
Hyon
The carrying value as of 31 December 2022 is NOK 14.4 (0.6)
million. The carrying value is calculated as the shareholding of
9 804 000 shares multiplied with closing price in 2022 of NOK
1.48. As of 24 January 2023, Nel has divested all its shares in
Hyon AS for a total net consideration of about NOK 7 million.
HYON AS
(Amounts in NOK thousands)
SHARE HOLDING
ACQUISITION
COST NOK/
PER SHARE
FAIR VALUE NOK/
PER SHARE
BOOK
VALUE
Carrying value as of 01.01.2021
114 000
29.390
Capital increase6.14700
Sale of shares
-114 000-35.53
-700
Purchase of shares
98 0405.83
572
Stock split9 705 960-5.77
Carrying value as of 31.12.20219 804 000 0.06 0.06572
Fair value adjustment 2022
1.42
13 889
Carrying value as of 31.12.20229 804 0000.061.4814 461
Nel ASA
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Annual report 2022
103
SHORT-TERM INVESTMENTS
H2NO AS
Per 31 December 2022 the Group holds 44% of the shares
in the company. In addition to the shares, the Group holds a
put option for all the shares, and the controlling owner has a
call option for all of the shares. Both options are irrevocably
granted by the other party from 30 December 2020
Consequently, the combination of shares and put/call options
results in the shares being sold per 31 December 2020 and
consideration will be received in a future period. The forward
(consideration for sale of shares) is recognised at fair value,
NOK 33.7 (28.1) million per 31 December 2022.
Performance and warranty bonds, advance
payment guarantee and lease payments
guarantee (deposits)
Guarantees are included as short-term investments with
NOK 61.2 (9.8) million. This is the short-term equivalent
to the long-term investments, see note 3.5 for additional
information.
4.4 Cash and cash equivalents
Cash and cash equivalents include cash, bank deposits and all other monetary items due within three months or less.
(Amounts in NOK thousands)
20222021
Cash and cash equivalents
3 125 7572 714 272
Restricted bank deposits for employees' withheld taxes at 31.12
10 8337 949
Other restricted bank accounts
1)
1 959549
Balance as of 31.12.
3 138 5502 722 769
1)
Other restricted bank accounts comprise short-term deposits and short-term guarantee payments which are assessed equivalent to demand deposits and short-term
highly liquid investments that are subject to an insignificant risk of changes in value.
20222021
Norwegian Kroner
2 982 9742 607 803
US Dollars
107 41335 783
Danish Kroner5 26645 871
Swedish Kroner7 165648
Euro7 0618 947
GB Pounds3 0142 645
Korean Won10 45212 574
Polish Zloty
2 4110
Balance as of 31.12.
3 125 7572 714 272
Cash and cash equivalents are 95% (95%) in the Norwegian Krone (NOK) at the end of 2022. Approximately NOK 2.5 billion is
placed in 30-days locked interest accounts in several different banks.
104
Notes to the consolidated financial statements 2022
5.1 Share capital and shareholders
SHARE CAPITAL
The share capital comprises the number of shares multiplied by their par value and are classified as equity. Expenses which can
be attributed directly to the issue of new shares or options (less tax) are recognised in equity as a reduction in the proceeds
received.
As of 31 December 2022, the group’s share capital was NOK 312.7 (292.2) million, consisting of 1 563 325 304 (1 460 799 288)
shares each with a par value of NOK 0.20 (0.20).
The parent company has only one share class and no special regulations relating to the shares; thus, one share represents one
vote.
SHAREHOLDERS AS OF 31.12.2022COUNTRYNUMBER OF SHARESOWNERSHIP
Nel Austria GmbHWien, AustriaFueling sales office30.03.2022100 %100 %
All subsidiaries are 100 % owned. There is no uncertainty about control and no restrictions on the ability to access or use assets
and settle liabilities in the group.
7.2 Executive management remuneration
Nel Executive Management Compensation and number of shares owned
2022
(Amounts in NOK thousands)
REMUNERATION OF
MANAGEMENT 2022SALARYBONUS
PENSION
EXPENSE
OTHER
REMUNERATION
1)
TOTAL
REMUNERATION
NUMBER OF
SHARES
Håkon Volldal, CEO
2)
2 1565899602 8420
Jon André Løkke, CEO
3)
2 2971 563681 5005 428550 000
Kjell Christian Bjørnsen, CFO 2 8377119103 0990
Anders Søreng, CTO2 381621918943 528135 000
Jørn Rosenlund, CSO
4)
1 1850669112 1610
Esa Laukkanen, COO
5)
1 1400001 1400
Robert Borin, SVP Nel Hydrogen Fueling3 0847925703 4190
Filip Smeets, SVP Nel Hydrogen Electrolyser2 17358002 2320
Hans Hide, SVP Projects2 122521918723 23620 000
Stein Ove Erdal, Vice President Legal and
General Counsel2 192571918723 3110
Caroline Duyckaerts, Chief Human Resources
Officer1 8665019102 1070
TOTAL23 4342 5821 4395 04832 502705 000
1)
Other remuneration is mainly related to share option program and severance pay
2)
Employed in Nel from July 2022. Has a six months notice period, plus is entitled to six months severence pay, if terminated by the company.
3)
Left Nel in June 2022
4)
Left Nel in April 2022
5)
Employed in Nel from August 2022
Nel ASA
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Annual report 2022
121
2021
(Amounts in NOK thousands)
REMUNERATION OF
MANAGEMENT 2021SALARYBONUS
PENSION
EXPENSE
OTHER
REMUNERATION
1)
TOTAL
REMUNERATION
NUMBER OF
SHARES
Jon André Løkke, CEO
2)
3 015753 181 03 9492 000 000
Kjell Christian Bjørnsen, CFO
2 5790 181 02 7600
Anders Søreng, CTO
2 22601815963 003200 000
Jørn Rosenlund, CSO
2 73001986073 535250 000
Robert Borin, SVP Nel Hydrogen Fueling
2 214017602 3910
Filip Smeets, SVP Nel Hydrogen Electrolyser
2 4620002 4620
Hans Hide, SVP Projects
1 9060 181 5812 66820 000
Stein Ove Erdal, Vice President Legal and
General Counsel
2 0700 181 5812 8320
Caroline Duyckaerts, Chief Human
Resources Officer
1 632018101 8130
TOTAL
20 8347531 4622 36525 4132 470 000
1)
Other remuneration is mainly related to share option program
2)
Jon André Løkke has a six months notice period, plus is entitled to six months severence pay.
The Board of Directors determines the remuneration of the
CEO based on a proposal from the Remuneration Committee
and approves the general terms of the company’s incentive
plans for Executive management and other key employees.
The CEO determines the compensation to the other
members of Nel’s Executive Management.
Nel’s approach is to provide the CEO and other members
of Nel’s executive Management as well as employees with
a market competitive offer for our renewable industry. The
compensation should be:
• attractive to recruit and retain executives and other talents
to Nel;
• market competitive in the respective locations but not
market leading, fitting for our renewable industry;
• Support the creation of sustainable value to Nel’s
shareholders
Total compensation for each member of Executive
Management is compared to the relevant market on a regular
basis. Nel’s remuneration of the Executive Management
includes the Base Salary, Bonus, Share Option Program,
Pension (defined contribution plans) and other compensation
elements such as car, cell phone and internet connection.
7.3 External audit
remuneration
FEES TO THE GROUP AUDITOR20222021
Statutory auditing services3 0732 834
Attestation services160285
Non-auditing services0428
TOTAL3 2333 547
In addition to the fees included in the remuneration table
above, the group incurred NOK 1.4 (1.4) million in 2022 of
attestation services and non-auditing services provided by
company other than EY, the group auditor.
FEES TO OTHER AUDITORS
ELECTED BY SUBSIDIARIES20222021
Statutory auditing services
00
Attestation services
1 435882
Non-auditing services
0503
TOTAL
1 4351 385
122
Notes to the consolidated financial statements 2022
7.4 Related parties
EXECUTIVE MANAGEMENT
Information on key management compensation is disclosed in note ‘7.2 executive management remuneration’.
ASSOCIATED AND JOINT VENTURES
Nel’s significant transactions with associated companies and joint ventures are described in note 3.4 Investments in associated
companies and joint ventures.
Transactions with related parties are at arm’s length principles.
BOARD OF DIRECTORS
Members of Nel’s Board of Directors’ remuneration and share ownership are disclosed in the tables below.
2022
BOARD OF DIRECTORS 2022REMUNERATION NUMBER OF SHARESOWNERSHIP
Ole Enger - Chair of the Board616149 4620.01 %
Tom Røtjer34100.00 %
Beatriz Malo de Molina34100.00 %
Charlotta Falvin34100.00 %
Finn Jebsen
1)
34150 6200.00 %
Hanne Blume34100.00 %
Jon André Løkke341550 0000.04 %
TOTAL2,659750 0820.05 %
1)
Consisting of shares held through Fateburet AS
AUDIT COMMITTEE 2022REMUNERATION
Beatriz Malo de Molina - chair of the committee
110
Charlotta Falvin
75
TOTAL
185
REMUNERATION COMMITTEE 2022REMUNERATION
Hanne Blume - chair of the committee
90
Ole Enger
60
TOTAL
150
Nel ASA
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Annual report 2022
123
2021
BOARD OF DIRECTORS 2021REMUNERATION NUMBER OF SHARESOWNERSHIP
Ole Enger - Chair of the Board589149 4620.01 %
Tom Røtjer31900.00 %
Beatriz Malo de Molina31900.00 %
Charlotta Falvin31900.00 %
Finn Jebsen
1)
319310 6200.02 %
Hanne Blume31900.00 %
TOTAL2 186460 0820.03 %
1)
Consisting of shares held through Fateburet AS
AUDIT COMMITTEE 2021REMUNERATION
Finn Jebsen - chair of the audit committee
85
Beatriz Malo de Molina
50
TOTAL
135
REMUNERATION COMMITTEE 2021REMUNERATION
Hanne Blume - chair of the committee
65
Ole Enger
35
TOTAL
100
7.5 Events after the balance
sheet date
There have been no significant changes in the financial
position of the Group since the date of the interim financial
statements for twelve months ended 31 December 2022.
7.6 Going concern
The financial statement is presented on the going concern
assumption under International Financial Reporting
Standards. As per the date of this report the group has
sufficient working capital for its planned business activities
over the next twelve-month period.
The Board of Directors confirmed on this basis that the going
concern assumption is valid, and that financial statements are
prepared in accordance with this assumption.
Parent company financial statements
124
7 Parent company
financial statements
Nel ASA
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Annual report 2022
125
Statement of comprehensive income ................................................................................................................................................................ 126
Statement of financial position as of 31 December ....................................................................................................................................... 127
Statement of financial position as of 31 December ....................................................................................................................................... 128
Statement of cash flows ........................................................................................................................................................................................ 130
Statement of changes in equity .......................................................................................................................................................................... 131
Note 1 Company information ........................................................................................................................................................................... 132
Note 2 Basis for preparation and significant accounting principles ........................................................................................................ 132
Note 3 Revenue from contracts with customers .......................................................................................................................................... 135
Note 5 Property, plant and equipment .......................................................................................................................................................... 137
Note 6 Other operating expenses ................................................................................................................................................................... 138
Note 7 Finance income and cost ..................................................................................................................................................................... 138
Note 8 Subsidiaries, associates and joint ventures ...................................................................................................................................... 139
Note 9 Income taxes ........................................................................................................................................................................................... 139
Note 10 Specification of balance sheet items ............................................................................................................................................... 141
Note 11 Other investments ............................................................................................................................................................................... 142
Note 12 Transactions with related parties ...................................................................................................................................................... 142
Note 13 Cash and cash equivalents ............................................................................................................................................................... 144
Note 14 Share capital and shareholders ........................................................................................................................................................ 144