Sound corporate governance practices support continuous improvement and effective communication, which builds confidence among shareholders, the Board, Executive Committee, Senior Management Committees, employees and other stakeholders.
One of our main objectives is to continuously develop and strengthen the governance framework and to comply with the best corporate governance practices at all times.
Exemplary in Corporate Governance
Our Corporate Governance is based on recognised guidelines for corporate governance within institutions that are subject to mandatory inspection as well as the appropriate legal and regulatory requirements. Íslandsbanki follows the guidelines on corporate governance published by the Iceland Chamber of Commerce, NASDAQ ICELAND and the SA Confederation of Icelandic Enterprise.
Íslandsbanki was first recognised as “Exemplary in Corporate Governance” in 2014 and has received the recognition annually since. The recognition is granted by Stjórnvísi.
Íslandsbanki has established policies, rules and procedures to promote good corporate governance and ensure compliance with the relevant laws and regulations applicable to the Bank's operations. The Bank's relevant policies, rules and procedures can be found here on the Bank's website.
Íslandsbanki‘s Corporate Governance Statement
Articles of Association
Íslandsbanki’s Articles of Association were adopted at the Annual General Meeting of Íslandsbanki hf on 26 May 2021 and contain provisions on the Bank’s purpose, share capital, and shareholders’ meetings, as well as the election and responsibilities of the Board of Directors.
According to the Bank‘s Articles of Association the Bank shall operate a Nomination Committee whose role is to nominate individuals to the Bank's Board of Directors at the Annual General Meeting, or as the case may be at a shareholders' meeting where Board elections are on the agenda. The members of the Nomination Committee shall be three and they shall be elected for one year at a time by the Board of Directors. The committee shall be independent in its work and the majority of the committee’s members shall be independent of the Company and its management.
Along with the Bank‘s Nomination Committee the Icelandic State Financial Investments (ISFI) operates a special three-member Selection Committee which, on behalf of the state, nominates candidates for the supervisory boards or boards of directors of banks or undertakings that are managed by ISFI.
According the Relationship Agreement between the Bank and the ISFI the Bank‘s Nomination Committee and the ISFI Selection Committee shall ensure that when the Board of Directors is elected, the candidates for election to the Board of Directors meet the requirements on composition according to law, both as concerns breadth of experience as well as gender representation.
Rules of Procedure of the Bank’s Nomination Committee
Decision Making Matrix
The Íslandsbanki Board has approved a Decision Making Matrix, which is an effective corporate governance policy. The Matrix registers all major decisions, procedures and processes that could potentially be implemented under specific circumstances. The Matrix outlines specific requirements for all major decision processes such as suitable person(s) and utilising the best information available at any given time.
Íslandsbanki is a financial institution and therefore operates in accordance with the appropriate regulatory framework, pertaining to financial institutions. Laws on financial institutions include Act No. 2/1995 on Public Limited Companies, Act No. 161/2002, on Financial Undertakings, Act No. 108/2007 on Securities Transactions and Act No. 140/2008 on Measures Against Money Laundering and Terrorist Financing