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Governance

The Board of Directors of Isavia consists of five members and five alternates, all of whom are elected at the Annual General Meeting for a term of one year. Board members are nominated by the Minister for Finance and Economic Affairs.

Structure and composition of governance

Isavia is a publicly owned company owned by the Icelandic state. The operations of the company are in accordance with Act No. 153/2009 on the Merger of the Government-owned Limited Companies Flugstoðir and Keflavík Airport, Act No. 76/2008 on Establishing a Government-owned Limited Company for the running of Keflavík Airport, Act No. 102/2006 on the Establishment of a Public Limited Company for Air Navigation Services and Airport Operations by the Icelandic Civil Aviation Authority and the Aviation Act (Act No. 60/1998).

The company’s corporate governance is prescribed by Act No. 2/1995 on Public Limited Companies (August 2012), the company’s Articles of Association and Rules of Procedure of the Board.

The company’s Board refers to the Guidelines of Corporate Governance and complies with them in all major respects, although it is not legally bound to do so.

Three formal sub-committees – the Remuneration Committee, the Audit Committee and the Executive Committee – currently operates under the company’s Board. A policy on social responsibility has been set. No court rulings have been issued in which the company is believed to have broken any laws or regulations.

Isavia Board of Directors

The Board of Directors of Isavia consists of five members and five alternates, all of whom are elected at the Annual General Meeting for a term of one year. Board members are nominated by the Minister for Finance and Economic Affairs. The gender ratio in Isavia’s Board is 40% women and 60% men. All Board members are independent within the meaning of the Guidelines on Corporate Governance. All Board members have given the Board an account of their assets in other companies. None of these declared assets have any bearing on the work of these individuals as Isavia Board members.

Board’s activities and Rules of Procedure

The Board has established detailed Rules of Procedure defining its scope of authority and the divisions of tasks between it and the Managing Director. The current Rules of Procedure were approved at a meeting of the Board of Directors on 27 April 2018. They include the division of tasks between Board members, rules on the eligibility of politicians to take part in processing matters, procedure and minutes for meetings, rules on confidentiality, the obligation to provide information to the Board and the decision-making power of the Board.

The Board of Directors shall constitute the supreme authority of the company from one shareholders’ meeting to the next, in accordance with laws and the company’s Articles of Association. The Board’s main role is to manage the company between shareholders’ meetings and ensure adequate supervision of the company’s accounts and disposal of the company’s property, as well as confirming the operating budget and investment plans and ensuring compliance with them. The Board takes all major decisions in the company’s operations and makes sure that the company is operated in accordance with the relevant laws and regulations. Furthermore, the Board has the goal of promoting the company’s growth and results in the long term by formulating company policy in consultation with company management.

The Board’s performance assessment

The Board regularly evaluates its performance, its practices and rules of procedure, development of the company, the performance of the Managing Director and the efficiency of sub-committees, if operational. The performance assessment is intended, among other things, to evaluate the strengths and weaknesses of the Board’s work and practices and take into consideration the components which the Board believes may be improved. This assessment has two aspects: a self-assessment conducted with the assistance of an external party in January 2018 and a second self-assessment conducted in February 2019.

Managing Director of Isavia

The Managing Director is responsible for the management of all day-to-day operations in accordance with the policies and instructions of the Board. Day-to-day operations do not include measures which are unusual or extraordinary. He has decision-making powers regarding all operational and financial issues of the company and manages its assets. He submits an account of the company’s operations and performance at Board meetings and answers to the Board for all day-to-day operations and compliance with the company’s Articles of Association, laws and regulations.

Björn Óli Hauksson (born 1961) has a Master’s Degree in Industrial Engineering from Aalborg University, Denmark. He has been Isavia’s Managing Director since its founding in 2010.

Björn Óli Hauksson, CEO
Björn Óli Hauksson, CEO

Sub-committees

Three sub-committees operate under the Board of Directors:

Remuneration Committee

The Remuneration Committee is made up of the Chair and Vice-Chair of the Isavia Board of Directors. The main tasks of the Remuneration Committee are to prepare an annual draft remuneration policy to be submitted to the company’s Annual General Meeting, draft proposals for the Annual General Meeting on the remuneration of Board members and draft proposals for the Board on benchmarks for salaries and other remuneration for the Managing Director and for Directors of subsidiaries. The committee monitors implementation of the remuneration policy and compliance of salaries and remuneration with laws, regulations and best practices.

Audit Committee

The Audit Committee is made up of at least three members, at least one of whom must be independent of the company and its employees. Board member Nanna Margrét Gunnlaugsdóttir sits on the Audit Committee. The main tasks of the Audit Committee are evaluating internal audits; monitoring the execution of audits; preparing proposals for the selection of an external auditor in consultation with the Icelandic National Audit Office (INAO) according to Article 7 of Act No. 46/2016 on the Auditor General and the Auditing of Government Accounts; assessing the independence of the auditor; assessing the assessment of the effectiveness of risk policy, risk willingness and risk management; and ensuring compliance with existing laws and regulations. The Audit Committee is to monitor working processes in the preparation of financial statements to increase the trust in and safety of financial information.

Executive Committee

The Executive Committee is made up of three members – one from the Board of Directors and two independent members. The Chair of the Isavia Board of Directors sits on the committee on behalf of the Board of Directors.

The Executive Committee has the task of discussing, analysing and giving the Board of Directors its opinion on all planned investment on the basis of the Keflavík Airport Development Plan involving amounts greater than ISK 200 million. The objective of the committee’s work is to ensure than the company’s funds are used responsibly and professionally as regards new projects.

Communication arrangements between shareholders and the Board

One shareholder, the Icelandic state, holds all shares, and the Minister for Finance and Economic Affairs has all shareholder rights. Notices of shareholder meetings are sent to a contact at the Ministry of Finance and Economic Affairs. Shareholders’ meetings are the main forum for providing information to the shareholder, who holds the supreme authority of the company. The Chair of the Board and the Managing Director met the minister or a representative from the ministry on various occasions last year. The Board conducts itself in accordance with the ‘General policy on state ownership of limited liability and partnership companies’. The company releases press releases on the company’s performance and other matters pertaining to its operations.


2019 Corporate Governance Statement

The 2019 Corporate Governance Statement was approved at the Board meeting of 7 March 2019.

Code of Ethics

Isavia’s Code of Ethics applies to all employees and management of the company and is an integral part of all employment contracts. The Code of Ethics is available to all employees on the intranet of the company and on the Isavia website: www.isavia.is/um-isavia. In addition, there is a separate section on disqualification in the Board’s Rules of Procedure. These Rules of Procedure are available on the Isavia website: http://www.isavia.is/um-isavia/stjorn/.