Annual and Sustainability Report 2022


We remain committed to ensuring that our affairs are conducted in accordance with high ethical standards. Icelandair’s management is of the opinion that practicing good Corporate Governance is vital for the success of The Company and in the best interests of shareholders, employees, and those with whom we do business, as well as the community. In the long run it will not only maximize long-term value for our shareholders, but also benefit employees.

For governance aspects Icelandair follows the guidance on corporate governance issued in 2004 by the Icelandic Chamber of Commerce, Nasdaq Iceland and the Confederation of Icelandic Employees. It was last updated in February 2021 (6th edition) and took effect in July 2021. The guidance is accessible on the website Corporate Governance exercised within Icelandair ensures sound and effective control of the Company's affairs and highly ethical business practices.


Governance-related policies and processes

Corporate Governance practices ensure an open and transparent relationship between The Company's management, its Board of Directors, its shareholders and other stakeholders. Various policies and relevant processes have been developed to support good governance practices. The policies are published publicly to offer stakeholders a better vision and understanding of how the company operates and to encourage more active stakeholder engagement.

The Code of Ethics, Supplier Code of Conduct and Anti-corruption and bribery policy can be accessed on Icelandair Group's website. Employees have been provided with information and training on the Code of Ethics as well as on the Anti-corruption and bribery policy and procedures. The purpose of the procedure for reporting non-compliance (whistleblowing) is to prevent and investigate any misconduct, criminal or otherwise, at the earliest opportunity. The policy includes guidelines of the prevention of corruption and bribery and is designed to help employees to take practical and preventative actions by immediately reporting inappropriate behavior.

Icelandair works primarily in Iceland, where there are clear laws and legal frameworks for human rights and therefore it has not been deemed necessary to establish a human rights policy. Icelandair’s operations take place partially through subsidiaries but Icelandair Group as the parent company is responsible for the governance of the group. The above rules and policies are established at the group level and lay the foundation for The Company Corporate governance practice. Icelandair has a certified information security management system in accordance with the ISO/IEC 27001 standard.

Board of Directors practices

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 hire a Chief Executive Officer (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 safeguarding of its assets and shall adopt working procedures in compliance with the Companies Act. Only the Board of Directors may assign powers 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 has charge of the day-to-day 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. Day-to-day 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 conform to law and accepted practices and that all assets belonging to the Company are securely safeguarded. The CEO is required to provide the 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.


Election of Board members

The Company's Board of Directors consists of five 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 seven days before the AGM, or extraordinary shareholders’ meeting at which elections are scheduled. Only those who have formally informed the Board of their candidacy are eligible.

The Board of Directors elects a Chairman and Vice-Chairman from 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.

Rules on Working Procedures

On 12 September 2007 the Board of Directors approved Rules on Working Procedures for the Board which were amended on 10 August 2012 and 9 February 2018. The Rules on Working Procedures are accessible to the Board of Directors and the management through the Board's intranet, Admincontrol as well at the Icelandair Group website. In accordance with article 14 of the Rules on Working 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 day-to-day management of the Company and its 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.

The Board of Directors elects the members of the Remuneration Committee and the Audit Committee. These sub-committees adhere to the Rules on Working Procedures. The Nomination Committee has its own Rules of Procedures which are approved by the Board.

The Board of Directors convened ten times during the year and all Board Members attended almost all meetings. All the current members of the Board of Directors are independent from the Company. All Board members were independent of the Company’s major shareholders in 2022 with the exception of Matthew Evans, who was appointed to the Board of Directors by the Company’s largest shareholder.

Composition and activities of the Board of Directors and sub-committees.

Board of Directors Audit Committee Remuneration Committee Nomination Committee Health & Safety Committee
No. of meetings in 2022 10 4 3 6 4
Guðmundur Hafsteinsson x (Chairman) x (Chairman)
Nina Jonsson x x x
Svafa Grönfeldt x x
John F. Thomas x x x (Chairman)
Matthew Evans x x
Úlfar Steindórsson x
Alexander Edvardsson x (Chairman)
Hjörleifur Pálsson x (Chairman)
Helga Árnadóttir x

Code of ethics

On 25 May 2009 the Board of Directors approved a Code of Ethics which was amended on 5 January 2011 and 18 November 2016. The Code of Ethics is accessible to all Company’s employees through the Company's intranet, MyWork and on the Icelandair Group website.