Board of Directors
Guðmundur joined the Board of Icelandair Group on 8 March 2018. He is born in 1975 and is an Icelandic and U.S. citizen. Gudmundur is independent of the company, its management and significant shareholders and has 8,555,555 shares.
Nina joined the Board of Icelandair Group on 6 March 2020. She is born in 1967 and is an Icelandic and U.S. citizen. Nina is independent of the company, its management and significant shareholders and has no shares.
Matthew joined the Board of Icelandair Group on 23 July 2021. He is born in 1986 and is a U.S. citizen. Matthew is independent of the company and its management. However, he is a board member as the representative of the Company’s largest shareholder and as such he is not independent from the Company’s major shareholders and neither holds shares nor share options in the Company.
Svafa joined the Board of Icelandair Group on 8 March 2019. She is born in 1965 and is an Icelandic citizen. Svafa is independent of the company, its management and significant shareholders and has 12,500,000 shares.
John joined the Board of Icelandair Group on 6 March 2020. He is born in 1959 and is an Australian and U.S. citizen. John is independent of the company and has 3,394,500 shares.
Further information about the Board of Directors can be found on the Company's website.
The Board of Directors convened fifteen times during the year and all Board Members attended almost all meetings. All the current members of the Board of Directors are independent from the Company. All Board members were independent of the Company’s major shareholders in 2023 with the exception of Matthew Evans, who was appointed to the Board of Directors by the Company’s largest shareholder.
| Health & Safety Committee | ||||
| 4 | ||||
| x (Chairman) | x (Chairman) | |||
| x | x | x | ||
| x | ||||
| x | x (Chairman) | |||
| x | x | |||
| Úlfar Steindórsson | x | |||
| Alexander Edvardsson | x (Chairman) | |||
| Hjörleifur Pálsson | x (Chairman) | |||
| Helga Árnadóttir | x |
The Nomination Committee has its own Rules of Procedures which are approved by the Board. In its work, the Nomination Committee gives consideration to the combination of the Board in terms of education, professional background, gender, knowledge, experience, and skills, although a specific diversity policy has not been implemented in relation to the composition of the Board. The Nomination Committee has an advisory role in the selection of members of the Board of Directors and presents its proposal in time for the election to the Board of Directors.
The Board of Directors elects the members of the Remuneration Committee and the Audit Committee. The purpose of the Remuneration Committee is to maintain oversight of the remuneration of the Executive Committee and senior management as well as to ensure that the structure of the remuneration components is aligned with the long-term interests of shareholders. The purpose of the Health & Safety Committee is to maintain oversight of the development and implementation of Icelandair's s Health & Safety Policies and initiatives as well as serving as a forum for in-depth discussions on Icelandair’s safety matters and relevant considerations to health and risk mitigation strategies. These sub-committees adhere to the Rules on Working Procedures.
The Audit Committee, on behalf of the Board, is accountable for reviewing and assessing the risk management and internal control processes. The Committee oversees the Group's annual consolidated financial statements, the Company’s financial statements, including non-financial information, as well as the Company's annual report.
Internal controls are applied at various levels to minimize the risk of fraud, abuse of funds and to achieve operational, reporting and compliance objectives. The management establishes appropriate internal control, with Board oversight, and holds individuals accountable for their responsibilities in the pursuit of objectives. Directors are responsible for identifying, assessing, and mitigating risks associated with the operations of their respective divisions and report on them to the Risk Committee. The Company has a risk governance framework in place which includes a centralized enterprise risk platform that is coordinated by Risk Management and overseen by the Risk Committee. Icelandair has identified risks in the financial and accounting processes and selected and developed control activities to mitigate those risks.
The Board of Directors is responsible for determining the Company’s risk appetite and defining policy measures to reduce exposure to financial and operational risk to corresponding levels. These policy measures outline the parameters and framework that need to be considered when identifying and mitigating risk.