Íslandsbanki hf. Annual General Meeting 22 March 2018

Transcription

1 Íslandsbanki hf. Annual General Meeting 22 March 2018 Íslandsbanki hf. held its Annual General Meeting at Íslandsbanki headquarters in Norðurturn, Hagasmári 3, Kópavogur on Thursday 22 March 2018 at 15:00 hrs. The agenda of the meeting was as follows: 1. Meeting called to order 2. Report from the Board of Directors on operations in Approval of the Bank s accounts for Resolution on dividends and the disposal of the Bank s profit in Election to the Board of Directors and alternates 6. Election of an audit firm 7. Decision on the remuneration of the Board of Directors for the coming electoral term 8. Proposal to approve the Bank s compensation policy 9. Any other business 1. Meeting called to order Íslandsbanki Chairman of the Board Fridrik Sophusson called the meeting to order and welcomed guests to the Bank s 2018 Annual General Meeting. a) Election of meeting chairman Chairman of the Board Fridrik Sophusson proposed that Rut Gunnarsdóttir, a lawyer at Íslandsbanki, be elected to chair the meeting. No other proposals were made, and Rut took the podium. b) Election of meeting secretary Rut Gunnarsdóttir thanked the meeting for its confidence in her and proposed that Dagmar Clausen Thórdardóttir, a lawyer at Íslandsbanki, be elected meeting secretary. No other proposals were made, and Dagmar began her work. c) Validity of the meeting The meeting chairman determined the validity of the meeting. The meeting was attended by company s shareholder. It was therefore, with the approval of shareholders, deemed qualified to take decisions on the business specified in the meeting agenda, irrespective of its calling. 1

2 The meeting chairman presented the Bank s Annual Report, which along with three other reports of the bank, was published in electronic form on 4 February and is available on the bank s website. The meeting chairman proposed that discussions of the Board report and the audited annual accounts be merged into one agenda item. The proposal was approved. 2. Board report on the Bank s activities in 2017 Chairman of the Board Fridrik Sophusson reviewed the Bank s activities in 2017 and the proposals set forth for decision of the meeting. 3. Approval of the Bank s annual accounts for 2017 A video illustrating highlights in the Bank s activities in 2017 was shown at the meeting. Thereafter, CEO Birna Einarsdóttir reviewed the Bank s annual accounts and spoke briefly about the Bank s strategy and key projects in the year The meeting chairman opened the floor for comments on the Board report and the audited annual accounts. No one wished to address the meeting. The meeting chairman proposed that the Annual General Meeting confirm the Bank's annual accounts for The proposal was approved by shareholder vote. 4. Resolution on dividends and the disposal of the Bank s profit in 2017 The meeting chairman presented the following proposal by the Board of Íslandsbanki hf. concerning disposal of profit and payment of dividends: The Board of Directors of Íslandsbanki proposes that ISK 13 billion will be paid in dividends to shareholders for the 2017 financial year. The Bank s dividend payout ratio target is 40-50% of after tax profits but due to strong capital position it is proposed that the dividend payment will be higher on this occasion. The Board may convene a special shareholder meeting later in the year where a proposal regarding payment of dividends of profit for the previous fiscal years could be suggested. The chairman of the meeting opened the floor for discussion. No one wished to address the meeting. The proposal was approved by shareholder vote. 5. Election to the Board of Directors and alternates The meeting chairman introduced those nominated by the shareholder to serve as Board members and alternates. It was also proposed that Fridrik Sophusson be elected Chairman of the Board. No opposing nominations were made, and the following were therefore elected to the Board of Directors of Íslandsbanki by acclamation. 2

3 The following are the legitimately elected members of the Board: Fridrik Sophusson, Chairman Anna Thórdardóttir Audur Finnbogadóttir Árni Stefánsson Hallgrímur Snorrason Heidrún Jónsdóttir Helga Valfells The following are the legitimately elected alternates: Herdís Gunnarsdóttir Pálmi Kristinsson 6. Election of an audit firm The meeting chairman presented the following proposal by the Board of Directors of Íslandsbanki hf. concerning the election of an external auditing firm: At the Annual General Meeting of the bank in 2015 Ernst & Young was elected the auditing firm of the bank for the next five years. The Board of Directors of Íslandsbanki proposes the annual general meeting of Íslandsbanki hf. elects Ernst & Young as the bank s auditing firm. The chairman of the meeting opened the floor for discussion. No one wished to address the meeting. The proposal was approved by shareholder vote. 7. Decision on the remuneration of Board of Directors and alternates for the coming electoral term The meeting chairman presented the following proposal concerning remuneration to Board members and alternates for the upcoming term: The Board of Directors of Íslandsbanki proposes that the annual general meeting of Íslandsbanki hf. resolves to pay remuneration to members of the Board of Directors for their services on the Board of Directors in the amount of ISK 420,000 per month and to the Chairman of the Board ISK 735,000 per month, and to the Vice-Chairman of the Board ISK 525,000 per month. In addition to that each Board member shall be paid remuneration in the amount of ISK 210,000 per month for services on sub-committees. In addition to this the chairmen of sub-committees shall be paid ISK 30,000 per month. Alternate members of the Board shall be paid remuneration in the amount of ISK 210,000 for each meeting they attend and meetings with the Financial Supervisory Authority on the Fit and Proper Assessment of Managing Directors and Directors of Financial Undertakings. Remuneration to each alternate member of the Board shall be at least ISK 420,000 per annum. 3

4 The chairman of the meeting opened the floor for discussion. No one wished to address the meeting. The proposal was approved by shareholder vote. 8. Proposal to approve the the Bank s compensation policy The meeting chairman introduced the Board s proposal that the Annual General Meeting approve the Bank s current compensation policy as is: Article 1. Objectives Compensation Policy This compensation policy is set forth in accordance with the provisions of article 79(a) of Act. 2/1995 on Limited Liability Companies. The policy is founded on the principles of good corporate governance and is meant to support the bank s policy of providing exceptional services while laying the foundation for a good return on equity taking into consideration the long-term interests of the company, its shareholders, customers and employees. In accordance with these objectives the bank s policy is to offer competitive, but not leading, compensation in line with its competitive environment taking into account the size of the company, the responsibilities in question and success. This way Íslandsbanki intends to become a sought after place of work for outstanding employees. The compensation policy covers all main aspects of salary and benefits for the Board of Directors, Chief Executive Officer (CEO), Managing Directors and other senior management of the bank. A Corporate Governance, Compensation and Human Resources Committee operates within the bank comprised of at least three Board members. Article 2. Compensation of Board members Board members shall receive a, monthly payment in accordance with the decision of the annual general meeting of the bank, as stipulated in article 79 a of Act No. 2/1995 on Public Limited Companies. Alternate Board members shall receive remuneration in accordance with the decision of the annual general meeting of the bank. The Board of Directors shall submit a proposal to the annual general meeting on remuneration for the upcoming operating year for Board membership, Board subcommittee membership as well as remuneration for alternate members of the Board taking into account the time Board members spend on their duties and the responsibility involved. Moreover, the bank bears the cost of travel incurred by Board members domiciled outside Reykjavík as well as a per diem allowance. Account shall be given of such payments at the Annual General Meeting in relation to the compensation of Board members. No agreements for settlement upon termination can be made with members of the Board of Directors. 4

5 Article 3. Compensation of the CEO The CEOs terms of employment shall be decided by the Board and laid out in a written employment agreement. The CEOs terms of employment shall be competitive, but not leading, taking into account i.a. CEO s qualifications, responsibilities and the scope of his/her duties. The employment agreement shall include provisions on other forms of remuneration customary in comparable jobs. The agreement shall have provisions on pension contributions, vacation, fringe benefits and terms of notice. The terms of the CEO s employment agreement shall be reviewed annually. Such review shall take the CEO s performance, development of market salaries and the bank s performance, into account. The negotiation of the CEO employment agreement shall take into account that no payments are to be made to the CEO upon termination of employment other than what is provided in the employment agreement. Article 4. Compensation of Senior Management The CEO hires managing directors and other employees directly under the CEO. Their compensation shall be determined in accordance with the principles laid out Articles 1 and 3 above. The Board hires the Internal Auditor and determines his or her terms of employment based on the considerations outlined in Articles 1 and 3. Article 5. Variable compensation The Board of Directors shall not make or authorize agreements for variable compensation without the shareholders consent and on terms agreed by shareholders at a shareholders meeting. Article 6. Disclosure of information At the Annual General Meeting, the Board of Directors shall present information on the compensation of the CEO, managing directors and Board members. Information shall be presented on the total amount of salaries and salary related expenses in the past year and the year past that. Furthermore, the Board of Directors shall give the Annual General Meeting a report on the performance of the compensation policy in the preceding year. The bank's compensation policy shall be published on the bank's website. Article 7. Other employees 5

6 When deciding the compensation of other employees, the relevant Managing Directors and other managers within the bank shall adhere to this policy as applicable. Article 8. Approval of the Compensation Policy and other matters The bank's compensation policy shall be presented to the shareholders in each the Annual General Meeting for their approval or rejection. The Compensation Policy can be reviewed between Annual General Meetings and proposed changes presented to a shareholders meeting for approval. This policy shall serve as guidelines for the bank and its Board of Directors. The Board of Directors shall record in their minutes any major deviations from the compensation policy. Such deviations shall be well founded and documented. The Board of Directors shall present deviations from the policy and reasons for them at the next Annual General Meeting. The chairman of the meeting opened the floor for discussion. No one wished to address the meeting. The proposal was approved by shareholder vote. 9. Other business The chairman of the meeting opened the floor for discussion. Chairman of the Board Fridrik Sophusson addressed the meeting. He thanked those present, on behalf of the members of the Board and alternates, for the re-election and said he was looking forward to further collaboration with the shareholder, fellow members of the Board and the Executive Committee. The Annual General Meeting approved the meeting chairman s request to permit the meeting chairman and meeting secretary to prepare the Record of Minutes after the meeting, as the minutes will be sent to shareholders and published on the Bank's website. There was no further discussion and the meeting was adjourned at 16:00. Meeting Chairman Meeting secretary Rut Gunnarsdóttir Dagmar Clausen Thórdardóttir This is an English translation. The original Icelandic text, as published on the Bank s website ( is the authoritative text. Should there be discrepancy between this translation and the authoritative text, the latter prevails. 6