Icelandic law and the company’s corporate governance framework determine the duties of the various bodies within the company. They define and dictate how the company is directed and controlled – including the interaction between the CEO, who is responsible for day-to-day management, the Board of Directors, shareholders, regulators and other stakeholders.
Marel hf. (also referred to as the “company”) is committed to the general principles of good corporate governance. In 2015, Marel launched an external audit of its corporate governance structure and procedures, followed by a certification of the same. In January 2016, the company received recognition as “Exemplary in Corporate Governance” from the Center for Corporate Governance at the University of Iceland.
The company has a two-tier management structure consisting of the Board of Directors and Executive Team, led by the Chief Executive Officer. The two bodies are separate and no person serves as a member of both.
The company’s Board of Directors is the supreme authority in the affairs of the company between shareholders’ meetings. It is elected by shareholders at the AGM for a one-year term and operates in accordance with applicable Icelandic laws and regulations, the company’s Articles of Association and the Board‘s Rules of Procedure. The Board currently comprises seven Board members who were elected at the company’s AGM on 2 March 2017.
The Board of Directors is responsible for the company’s organization, for promoting the development of its long-term performance and ensuring proper conduct of its operation at all times. The Board decides all matters regarded as extraordinary or of major consequence in accordance with the statutory division of responsibilities between the Board, CEO and executive team. The Board sets targets for the company reflecting its objectives and formulates strategic policy to achieve these goals.
Regular board meetings are held with management over the course of the year, including quarterly meetings coinciding with publication of financial results, two off-site strategy sessions and an operational planning meeting for the coming year. On-site visits to company locations as well as to customers are conducted each year. In addition, the Board of Directors meets at least once a year without management to structure its own agenda and conduct a self-assessment. Additional meetings are convened as needed. All matters dealt with at Board meetings are decided by majority vote, provided that the meeting has been lawfully convened. In the event of a tie vote, the Chairman casts the deciding vote. However, important decisions are not taken unless all members of the Board have been given an opportunity to discuss the matter.
The Board of Directors convened 12 times in 2017, with a weighted average attendance of 98%.
The Board of Directors has assessed which Board members are independent according to the Guidelines on Corporate Governance. All seven Board members, Ann Elizabeth Savage, Arnar Thor Masson, Asthildur Margret Otharsdottir, Helgi Magnusson, Margret Jonsdottir, Astvaldur Johannsson and Olafur S. Gudmundsson, are considered independent of the company. Furthermore, five of the Board members, Ann Elizabeth Savage, Arnar Thor Masson, Asthildur Margret Otharsdottir, Helgi Magnusson and Astvaldur Johannsson, are considered independent of the company’s major shareholders.
Once a year, the Board of Directors evaluates the work, results, size and composition of the Board and the Board’s sub-committees. In 2017, the Board engaged an external advisor to facilitate the evaluation, which included a thorough anonymous questionnaire, a peer assessment and one-on-one interviews with both members of the Board and senior management. Furthermore, the Board evaluates the work and results of the CEO according to previously established criteria, including whether the CEO has prepared and carried out a business strategy consistent with the company’s established goals. The Board discusses the results of the assessment and decides on any actions to be taken.
Profiles of the Board members can be found here:
The rules of procedures for the Board of Directors as well as for the Board’s sub-committees are accessible here:
Arni Oddur Thordarson assumed the position of CEO of Marel in November 2013. He has extensive international business experience within the industrial sector. Thordarson has served on the Board of Directors of Marel since 2005, for most of that time as Chairman. He has an MBA degree from IMD Business School in Switzerland and a Cand. Oecon. degree in Business Administration from the University of Iceland.
Thordarson is an Icelandic citizen, born in 1969. Thordarson and related parties hold 131,869 shares in Marel. He is a major shareholder of Eyrir Invest, which on 7 February 2017 held 190,366,838 shares in Marel hf. (25.88% of total issued shares).
At least once a year the CEO shall evaluate the work and results of the Executive Team, for which he is responsible, according to previously established criteria. The CEO shall discuss the results of the assessment with each member of the Executive Team and decide on any actions to be taken.
At least once a year, the Chairman and the CEO hold a meeting to discuss the results of the Board’s assessment of the CEO’s work and performance and any proposed actions in response. The CEO reviews with the Chairman the results of his/her evaluation of the Executive Team and what actions may be needed, if any. The Chairman reports to the Board of Directors on discussions with the CEO as he/she deems necessary and appropriate.
The company’s Executive Team is composed of eleven members:
Profiles of the Executive Team members can be found here:
Shareholders’ meetings, within the limits established by the company’s Articles of Association and statutory law, are the supreme authority in Marel’s affairs as well as the primary means of communication between shareholders and the Board of Directors. The AGM is held each year before the end of August and other shareholders’ meetings are convened when necessary. The AGM is advertised publicly with at least three weeks’ notice in accordance with Icelandic law.
The Chairman is the Board’s authorized spokesperson. The Board of Directors does not engage in communication regarding details of the company’s operational matters and financial results, which is the responsibility of authorized members of management.
The Chairman communicates with the company’s largest shareholders on an annual basis with the objective of exchanging view on matters related to corporate governance, as well as establishing trust and understanding. All communication with shareholders is governed by rules and regulations on price-sensitive and non-public information (insider information) and on other sensitive business information which could compromise the company’s competitive position.
Further information on communication with shareholders can be found in the company’s Investor Relations Policy: