Advania hf. Corporate Governance Statement for the financial year 2014

Transcription

1 The framework Advania hf. Corporate Governance Statement for the financial year 2014 The guidelines on Corporate Governance issued by the Iceland Chamber of Commerce, NASDAQ OMX Iceland and the Confederation of Icelandic Employers, along with the Company's Articles of Association, and rules for Issuers of Securities listed on the NASDAQ OMX Iceland make up the framework for Advania's Corporate Governance practices. The Company's Articles of Association, Remuneration policy, Equal Opportunities policy, Rules of Procedure for the Board of Directors and the Corporate Governance statement can be found on the Company's website and the guidelines and the rules for Issuers are on the website of NASDAQ OMX Iceland. The Company complies to the rules mentioned above. No government organization has found the Company to be in breach with any rule or regulation regarding corporate governance. In February 2014 the Iceland Chamber of Commerce, the Confederation for Icelandic Employers and NASDAQ Iceland granted the Company a recognition for Exemplary in Corporate Governance. The aim of the recognition is to increase credibility and transparency of Icelandic companies corporate governance with respect to shareholders and interested parties. Values and code of ethics and corporate responsibility The core values of the Advania are passion, agility and competence. The values were chosen by the employees themselves. PASSION refers to the fact that the Company s employees are proud, love their field of profession and work arduously with their hearts and souls. Advania strives to create an entertaining workplace with good morale, frequent recreational events and good working facilities. AGILITY refers to the service attitude of the employees, who aim to exceed the expectations of the customer with pro-active initiatives and react promptly and speedily to all wishes for service. The employees of Advania always try to find swift solutions to any tasks given to them by co-workers or customers. COMPETENCE refers both to the vast expertise of the employees, many of whom possess decades of experience in the field of information technology, but also the extensive education covering every field from technology, engineering and computing to social sciences, design and business administration and finance. Advania s slogan is WELCOME TO IT and was also chosen by the members of staff as to reflect the attitudes of the Company towards guests and customers. Guðrúnartún 10 I 105 Reykjavík l Tel.:: l advania@advania.is I Page 1 of 5

2 The Board of Directors and Executive Committee Board of Directors Thomas Ivarson, chairman of the board Thomas Ivarson (1954) has a broad international experience from the IT industry, including several top management positions such as Group Sales & Marketing Director in Logica PLC based in London, CEO of CMG Wireless Data Solutions BV based in Netherlands and CEO of EHPT AB (joint venture between Ericsson and HP) based in Sweden. Prior to these Thomas worked 15 years for Ericsson in various international positions. Thomas further has an extensive experience from M&A transactions and subsequent integration work. In recent years Thomas has been advising and investing in Nordic small and mid-sized companies and retains seat on several Executive Boards. Thomas holds an M.Sc. in Electrical Engineering from Chalmers Technical University in Gothenburg and a Masters degree in Business Administration from Gothenburg University. Bengt Engström Bengt Engström (1953) has a significant experience from top management positions, both from the IT as CEO of Fujitsu Nordic, and other industries as CEO of Whirlpool Europe and CEO of Duni. He further has experience from M&A transactions, restructuring and operations, both from the European market area and numerous board assignments, both previous and ongoing. Bengt is the founder and owner of BEngström AB, a consultancy company supporting companies with projects or management consulting. Bengt has a Masters degree from Royal Institute of Technology in Stockholm. Birgitta Stymne Göransson Birgitta Stymne Göransson (1957) works as Industrial Advisor and independent Board Director. She has extensive experience from senior executive positions in trade and industry, most recently as CEO of Memira Group , CEO of Semantix and COO/CFO of Telefos Group Birgitta has worked both in Sweden and the other Nordic countries as well as in the USA. Birgitta is currently Chairman of the Board of Medivir and Board member of Elekta AB, HL Display AB, Rhenman & Partners Asset Management AB and the Stockholm Chamber of Commerce. Birgitta also serves on the Board of Fryshuset, a Swedish non-profit foundation for youth. Birgitta has a Masters degree in Chemical Engineering and Biotechnology and an MBA degree from Harvard Business School. Katrín Olga Jóhannesdóttir Katrín Olga Jóhannesdóttir (1962) is the former Chief Strategy Officer of Skipti hf. and the current Chairman of the board of Já hf. Prior to that she held the position as VP for sales and marketing and VP for residential markets at Síminn hf. Katrín Olga also held a position as the Managing Director of Navision Software Iceland and was a management consultant at VSO. Katrín Olga currently serves on the Board of Directors of Icelandair Group hf., Ölgerðin hf, the Iceland Chamber of Commerce, Njála ehf and is a member of investment committee Akur invest, and has previously served on the Boards of the Central Bank of Iceland, Reykjavik University, Sirius IT, SkjáMiðlar and Icepharma. Katrin Olga holds a Cand. Oecon degree from the University of Iceland and an M.Sc. in Business Economics from Odense University. Kristinn Pálmason Kristinn Pálmason (1980) is an investment manager at Framtakssjóður Íslands (the Iceland Enterprise Investment Fund). Kristinn entails financial markets experience of over twelve years where he has worked as a project manager for the asset management company Vestia ehf. and Landsbanki hf. with specific focus on M&A advisory, corporate restructuring and leveraged finance at the Landsbanki head Guðrúnartún 10 I 105 Reykjavík l Tel.:: l advania@advania.is I Page 2 of 5

3 office in Iceland as well as at the London office. He has served on the board of directors of number of companies, across various sectors both in Iceland and Spain. Kristinn holds a M.Sc. degree in Corporate Finance and a B.Sc. in Business Administration from the University of Reykjavik. Alternate Board Members Katarina Burton, Burton Consulting AB, Sweden Rebekka Jóelsdóttir, Framtakssjóður Íslands (The Iceland Enterprise Investment Fund), Iceland Sampo Salonen, Activeinspire Ltd., Finland Executive committee Gestur G. Gestsson CEO Gestur G. Gestsson is the CEO of Advania, a position he has held since Previously, Gestur served as the CEO of Teymi in Iceland. He held the posts of Chief Technology Officer at Vodafone in Iceland for three years and was Director of Sales and Marketing prior to that. Before his time at Vodafone Gestur served as the CEO of Icelandic pioneering ISP Margmiðlun and was marketing manager of interactive gaming company Betware. He has served as Chairman of the Board of top-level domain registry Internet in Iceland and had the same position at Vodafone in the Faroe Islands. Gestur has a degree in Political Science and Economics from the University of Iceland. Mikael Noakson, CEO Advania AB, Sweden Ole Morten Settevik, CEO Advania AS, Norway Board of Directors The Company's Board of Directors exercises the supreme authority in the Company's affairs between shareholders' meetings, and it is entrusted with the task of ensuring that the organisation and activities of the Company's operation are at all times in correct and proper order. The Board of Directors is instructed in the Company's Articles of Association to appoint a CEO for the Company and decide the terms of his or her employment. The Board of Directors and the CEO are responsible for the management of the Company. The Company's Board of Directors must at all times ensure that there is adequate supervision of the Company's accounts and the disposal of its assets and shall adopt working procedures in compliance with the Companies Act. Only the Board of Directors may assign power of procuration on behalf of the Company. The signatures of the majority of the members of the Board are required to bind the Company. The CEO is responsible for the daily operation of the Company and is required in his work to observe the policy and instructions set out by the Company's Board of Directors. Daily operation does not include measures which are unusual or extraordinary. Such measures can only be taken by the CEO with the specific authorization of the Board of Directors, unless it is impossible to await the decision of the Board without seriously disadvantaging the operation of the Company. In such instances, the CEO is required to consult with the Chairman of the Board, if possible, after which the Board of Directors must immediately be notified of the measures. The CEO shall ensure that the accounts and finances of the Company are in conformity with the law and accepted practices and that all assets Guðrúnartún 10 I 105 Reykjavík l Tel.:: l advania@advania.is I Page 3 of 5

4 belonging to the Company are securely safeguarded. The CEO is required to provide members of the Board of Directors and Company auditors with any information pertaining to the operation of the Company which they may request, as required by law. The Company's Board of Directors consists of five members and three alternate members, elected at the Annual General Meeting for a term of one year. Those who intend to stand for election to the Board of Directors must inform the Board in writing of their intention at least five days before the annual general meeting, or extraordinary shareholders' meeting at which elections is scheduled. Only those who have informed the Board of their candidacy are eligible. The Board of Directors elects a Chairman among its members, and otherwise allocates its obligations among its members as needed. The Chairman calls Board meetings. A meeting must also be held if requested by a member of the Board of Directors or the CEO. Meetings of the Board are valid if attended by a majority of its members. However, important decisions shall not be taken unless all members of the Board have had an opportunity to discuss the matter, if possible. The outcome of issues is decided by power of votes, and in the event of a tie vote, the Chairman's vote will decide. The CEO attends meetings of the Board of Directors, even if he or she is not a member of the Board, and has the right to participate in discussions and submit proposals unless otherwise decided by the Board in individual cases. A book of minutes is kept of proceedings at meetings must be signed by participants in the meeting. A Board member who disagrees with a decision made by the Board of Directors is entitled to have his or her dissenting opinion entered in the book of minutes. The same applies to the CEO. The Chairman is responsible for the Board's relations with the shareholders and he shall inform the Board on the views of the shareholders. In 2011 the Board of Directors approved the Rules of Procedures for the Board of Directors that was amended in All new board members have confirmed these Rules in writing. The Rules of Procedures are accessible to the Board of Directors through a document portal. In accordance with article 12 of the Rules on Procedures the Board of Directors must annually evaluate its work, size, composition and practices, and must also evaluate the performance of the CEO and others responsible for the daily management of the Company and its daily development. The annual performance assessment is intended to improve working methods and increase the efficiency of the Board. The assessment entails e.g. evaluation of the strengths and weaknesses of the Board's work and practices and takes into consideration the work components which the Board believes may be improved. In order to ensure efficiency as well as the involvement of the Company s Board in decision making in subsidiaries, certain steps have been defined and formalised. The Rules of Procedures for the Board of Directors within the Group are set forth in order to ensure that decisions defined as extraordinary or major are brought before the Company s Board of Directors for approval. Authority limits of the Company s CEO are clearly defined, i.e. which decisions need the approval of the Board of Directors of the Company. Authority limits of the Boards of Directors of subsidiaries for decision making are defined so they cannot exceed the authority limits of the Company s CEO, i.e. the Boards of Directors of the subsidiaries must always seek the approval of the Board of Directors of the Company for extraordinary or major decisions in the same way as the Company s CEO should. The definition of authority limits of the Boards of Directors of subsidiaries also stipulates that the Board of Directors of the Company shall approve decisions, which are considered by the Company s CEO, who is also a board member of the subsidiaries, as extraordinary and major and should therefore be brought before the Board of Directors of the Company. The authority limits of the subsidiaries CEOs have been defined, i.e. which decisions need approval of the Boards of Directors of the subsidiaries. The Board of Directors convenes on average twelve times a year. The Board of Directors of Advania convened 16 times during the year 2014 and all Board Members or their alternates attended almost all meetings. All members of the Board of Directors are independent from the Company. At year-end Guðrúnartún 10 I 105 Reykjavík l Tel.:: l advania@advania.is I Page 4 of 5

5 2014 all Board members were dependent on the Company's major shareholder except Katrín Olga Jóhannesdóttir. Internal audit and risk management The Group s Audit Committee oversees how management monitors compliance with the Group s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The committee shall oversee the annual accounts of the Company and the Group s consolidated accounts. The committee is responsible for evaluation of the independence and the eligibility of both the Company s auditor and auditing firm. The committee shall make suggestions to the Board of Directors regarding the selection of the Company s auditor. The Audit Committee held four meetings during the year Audit Committee: Birgitta Stymne Göranson Kristinn Pálmason Katarina Burton Compensation Committee The purpose of the Compensation Committee is to avoid placing the Company's management in control of their own remuneration and, furthermore, to ensure that the management's remuneration is structured so as to serve the long-term interests of shareholders. The main tasks of the Compensation Committee are policy making with respect to the management's performance related bonuses, including stock options. The Committee conducts evaluations of management remuneration and monitors the management's acquisition of stock in the Company. The Compensation Committee held no meetings during the year Compensation Committee: Thomas Ivarson Bengt Engström Katrín Olga Jóhannesdóttir Guðrúnartún 10 I 105 Reykjavík l Tel.:: l advania@advania.is I Page 5 of 5