Organisation

Corporate Governance Structure

The management and control of Íslandsbanki are shared by shareholders, the Board of Directors, and the Chief Executive Officer, in accordance with the Bank’s Articles of Association, other Board directives, and the external legal and regulatory environment described above.

Shareholders’ meetings

In accordance with the Act on Public Limited Companies and the Bank’s Articles of Association, shareholders have the ultimate authority in all matters discussed at shareholders’ meetings. At the Annual General Meeting (AGM), which must be held before the end of April each year, the Board of Directors and auditors are elected, the annual accounts for the previous year and the employment terms policy are presented for approval, and decisions are made about dividend payments and amendments to the Articles of Association, if applicable.

Shareholders or their representatives are authorised to attend shareholders’ meetings, as are advisors. At shareholders’ meetings, each share generally carries one vote, and issues are decided by majority vote unless otherwise stipulated by law or in the Articles of Association. The AGM is held in Reykjavík.

Board of Directors

The Board of Directors has the ultimate authority over the Bank’s affairs, subject to shareholders’ meetings, unless otherwise stipulated by law or in the Articles of Association. The Board is responsible for the formulation of the Bank’s general strategy and instructs the CEO on its implementation. It also has a supervisory role in overseeing that the Bank’s organisation and activities comply at all times with the pertinent regulatory provisions and with sound business practices, and that its overall financial position meets the requirements set forth in the relevant internal and external regulatory framework. There are four Board subcommittees comprised of members of the Board.

Chief Executive Officer

The Chief Executive Officer (CEO) is responsible for the day-to-day operations of the Bank, pursuant to the policy and resolutions of the Board of Directors. Moreover, it is the task of the CEO to ensure that the Bank’s operations are consistent at all times with applicable laws and the Bank’s Articles of Association.

Last updated 14 April 2014.

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