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ISAVIA´S CORPORATE GOVERNANCE

Isavia ohf. is a publicly owned company responsible for the operation, maintenance and development of scheduled-flight airports and landing strips in Iceland. It also provides air navigation services for domestic and international flights covering a 5.4 million square km area of the North Atlantic. We ensure flight safety and airport security in accordance with internationally recognised standards and international legal obligations. We are regulated and licensed by the Icelandic Transport Authority.

Isavia’s functions were under the remit of the Icelandic Civil Aviation Administration (ICAA) and the Keflavik Civil Aviation Administration until 2006, when the ICAA’s air navigation services and airport operations were separated from its administration and oversight role. A new publicly owned company, Flugstoðir, took over the non-regulatory functions. These came under the oversight of the Ministry of Transport, which was also the purchaser of the company’s services to the government. Upon the departure of the US Armed Forces from Keflavik Airport in 2006, the Keflavik Civil Aviation Administration was entrusted with all operations of the airport. The terminal’s operation remained with Flugstöð Leifs Eiríkssonar ohf. and came under the administration of the Ministry for Foreign Affairs until the start of 2008, when it was transferred to the Ministry of Transport.

The publicly owned company Keflavíkurflugvöllur ohf. was founded in 2008 to manage the operation, maintenance and development of the airport and terminal in addition to services to flight operators and management of the airport’s use for security and defence purposes. This company began operations on 1 January 2009. The state’s holding in the company was administered by the Minister of Transport until year-end 2009, when responsibility for government holdings in publicly owned companies was transferred to the Minister of Finance.

On 1 May 2010, the two publicly owned companies Flugstoðir and Keflavíkurflugvöllur merged into Isavia ohf. This laid the foundation for new activities and services in the area of aviation and commerce. The Minister of Finance continues to administer the state’s holding in the company, while the Minister of Transport provides line-ministerial oversight.

Corporate governance

Isavia’s corporate governance is prescribed by the Public Limited Companies Act No. 2/1995, the General Government Ownership Policy of August 2012, the company’s Articles of Association and its Rules of Procedure.

The company’s Board has regard to the Iceland Chamber of Commerce’s Corporate Governance Guidelines and complies with these in all major respects, although the company is not legally obliged to do so.

The Board currently has no formal sub-committees, such as an audit committee, selection committee or remuneration committee.

The company has adopted a Corporate Governance Policy.

Board of Directors

Isavia’s Board is composed of five directors and five alternates elected at the Annual General Meeting for a term of one year at a time. The directors are nominated by the Minister of Finance and Economic Affairs on behalf of the owner, the Icelandic State Treasury.

Duties and procedures of the Board

The Board has adopted detailed Rules of Procedure setting out its main duties and powers as well as those of the Managing Director. The current Rules of Procedure were approved at a meeting of the Board on 6 April 2017. They include provisions on the division of tasks within the Board, rules on the eligibility of Board members to participate in the transaction of business, rules on confidentiality, disclosure obligations to the Board, and the Board’s decision-making powers.

The Board has ultimate authority over the company’s affairs between shareholders’ meetings under law and the company’s Articles of Association. The Board’s main role is to manage the company between shareholders’ meetings, ensure adequate supervision of the company’s accounting and the treatment of its assets, approve operating budgets and investment plans and ensure compliance therewith. The Board makes all major decisions on the company’s activities and ensures that they are in accordance with the laws and regulations to which the company is subject. The Board’s role also includes promoting the company’s growth and ensuring its long-term success by formulating company policy in consultation with its management.

Performance assessment

The Board regularly evaluates its own performance, procedures and practices, the company’s performance, the Managing Director’s performance and the effectiveness of any Board sub-committees. Performance assessment includes identifying strengths and weaknesses in activities and procedures as well as potential areas of improvement. The most recent performance assessment was carried out in December 2016.

Internal control and risk management

The Board has set out a comprehensive risk policy for the company and defined its key operational risks. The main risks relating to the Group’s financial transactions are exchange rate risk, currency risk and inflation-indexation risk.

A Risk Committee is in place and is authorised by the Board to determine the scope and nature of assessed risks and carry out profitability analysis for projects and ventures that could significantly impact the company’s operations and financial condition. The Risk Committee reports regularly to the Board on the company’s risks. The company does not have an internal auditor. However, its external auditors carry out specific audits of company processes.