Board and Committees

Board of Directors

Guðjón Reynisson

Chairman of the Board

Sigurlína Ingvarsdóttir

Vice-Chairman of the Board

Guðjón Auðunsson

Board member

Hjörleifur Pálsson

Board member

Margrét Guðmundsdóttir

Board member
Audit Committee

The Board of Directors of Festi hf. annually appoints three members of the Audit Committee, including two members of the Board of Directors, and the majority of the members of the Board shall be independent of the Company and its daily directors.

Guðjón Auðunsson
Sigurlína Ingvarsdóttir

The Audit Committee is intended to endeavour to ensure the quality of the Company's financial statements and other financial information and the independence of its audit. The committee oversees the work process of drawing up financial statements, risk analysis, the functioning of internal control, as well as internal and external audit.

The committee consists of Guðjón Auðunsson and Sigurlína Ingvarsdóttir, who both hold seats on Festi's board of directors.

Remuneration Committee

The Board has appointed a Remuneration Committee. The role of the Committee is to be an advisor to the Board on the Remuneration of Directors and Directors of the Company and to advise on Remuneration Policy, which shall be reviewed annually and submitted to the General Meeting of the Company.

Hjörleifur Pálsson
Margrét Guðmundsdóttir
Guðjón Reynisson

The Committee shall also monitor that the remuneration of senior managers is within the framework of the remuneration policy of the Company and shall report to the Board of Directors on an annual basis in connection with the Annual General Meeting. The Board of Directors of the Company shall elect three persons to sit for a term of one year on the Remuneration Committee and all of them shall be independent of the Company and its daily directors. In the Remuneration Committee, independent directors may have a seat there, but never the CEO of the company or other employees. Committee members should be guided to have experience and knowledge of the standards and practices in the determination of managerial remuneration. The remuneration of the members of the Committee shall be determined at the General Meeting. The rules of procedure of the Board shall provide for the work of the Committee and the rules of procedure of the Committee shall be adopted by the Management Board each year.

The Remuneration Committee is composed of Hjörleifur Pálsson, Guðjón Karl Reynisson and Margret Guðmundsdóttir. The Chairman of the Committee is Hjörleifur Pálsson.

Nominating Committee

At Festi hf. there is a Nomination Committee, which has the function of preparing and making proposals for candidates for the terms of the Board of Directors of the Company.

Inga Björg Hjaltadóttir
Ólafur Arinbjörn Sigurðsson
Sigrún Ragna Ólafsdóttir

The recommendations of the Committee shall aim to ensure that the Board of Directors is constituted at all times in such a way that it possesses a wide range of skills, knowledge and experience which are useful to the Company in policy-making and oversight of the environment in which the Company operates at any given time.
The Nominating Committee is composed of three members for one year at a time. The majority of the committee is independent of the company and its day-to-day management. The assessment of committee members' independence is based on the same considerations as when assessing the independence of directors, see the Icelandic Board of Trade, Nasdaq Iceland and the Association of Industry on Corporate Governance (hereinafter referred to as the “Corporate Governance Guidelines”). At least one of the board members shall be independent of the large shareholders of the company.

The Nominating Committee has an advisory role in the selection of directors at Festi hf. and makes its recommendations for a shareholders' meeting at which a constitutional vote is on the agenda. In its work, the Committee shall be guided by the overall interests of all shareholders of the Company.

The Nominating Committee shall make a reasoned proposal for the election of the directors of the Company, taking into account, inter alia, their qualifications, experience and knowledge, including with regard to the guidelines on corporate governance and the outcome of the Board's performance evaluation. Care should be taken to ensure that the proposal complies with the provisions of the Companies Act and the Articles of Association on the appointment of the Board of Directors.

The Nomination Committee is composed of Inga Björg Hjaltadóttir, Sigrún Ragna Ólafsdóttir and Ólafur Arinbjörn Sigurðsson. Inquiries are sent to the email address tilnefningarnefnd@festi.is.

Auditors

The Articles of Association of the Festi stipulate that at the general meeting of the Company a Chartered Auditor or Audit Company shall be elected for one year at a time. Three weeks before the general meeting of the company, the annual financial statements, the report of the board of directors and the report of the auditor shall be published.

The auditor examines the financial statements of the Company and all relevant financial data for each operating year and for this purpose has access to all the Company's data.

Deloitte ehf., ct. 521098-2449, Smáratorgi 3, 201 Kópavog, is an auditing company of Festi hf. as of the financial year 2019. Þorsteinn Péter Guðjónsson, item 091176-3199 and Péter Hansson, item 130382-4609, review and/or endorse the annual accounts of the Company on behalf of Deloitte ehf. They are members of the Association of Chartered Accountants.

No shares issued by Festi or related derivatives are held by Deloitte ehf. or its auditors.