A share of the Board’s work is carried out in its sub-committees: the Remuneration Committee, the Audit Committee and the Nomination Committee. Sub-committee members are appointed by the Board of Directors for a term of one year in accordance with the rules set for each sub-committee by the Board.
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The Board of Directors has supreme authority in company affairs between shareholders’ meetings. It is elected by shareholders at the AGM for a one-year term and operates in accordance with applicable Icelandic laws and regulations, the company’s Articles of Association and the Board‘s Rules of Procedure. The Board currently comprises seven directors who were elected at the company’s AGM on 20 March 2024.
The Board of Directors is responsible for the company’s organization, for setting the objectives for long-term performance and business development and ensuring proper conduct of its operations at all times. The Board decides all matters regarded as extraordinary or of major consequence in accordance with the statutory division of responsibilities between the Board, CEO and Executive Board. The Board of Directors defines strategic objectives for the company and sets targets aimed at achieving these goals.
Board of Directors elected at the Company's AGM on 22 March 2023
Board members |
Position |
|---|---|
Arnar Thor Masson |
Chairman |
Dr. Olafur S. Gudmundsson |
Vice-Chairman |
Svafa Grönfeldt |
Director |
Ástvaldur Johannsson |
Director |
Ton van der Laan |
Director |
Ann Elizabeth Savage |
Director |
Lillie Li Valeur |
Director |
A major share of the Board’s work is carried out in its sub-committees, the Remuneration Committee, the Audit Committee and the newly established Nomination Committee.
Sub-committee members are appointed by the Board of Directors for a term of one year, in accordance with the rules set for each sub-committee by the Board.
The Remuneration Committee is composed of three Board members unless the Board decides otherwise. The majority of the Remuneration Committee shall be independent of the company and possess the knowledge and expertise needed to perform the Committee’s tasks.
The Remuneration Committee is intended to assist the Board in ensuring that compensation arrangements support the strategic aims of the company and enable the recruitment, motivation and retention of senior executives, while also complying with legal and regulatory requirements. The Committee is responsible for ensuring that the performance of the Board and CEO is evaluated annually, and that succession planning within the company is conducted.
| Members |
| Arnar Thor Masson (Chairman) |
| Lillie Li Valeur |
| Dr Olafur S. Gudmundsson |
The Audit Committee is composed of at least three Board members. Committee members shall be independent from the auditor of the company. The majority of the Committee members shall be independent of the company and its management. At least one member who is independent of both the company and its management shall also be independent of shareholders that hold 10% or more of the total share capital of the company.
Members of the Audit Committee shall have qualifications and experience in accordance with the activities of the Committee and at least one member shall have detailed expertise in the field of operation, finance, accounting or auditing. The Audit Committee’s work includes monitoring Marel’s financial reporting process and reviewing financial statements, the effectiveness of the company´s internal controls and risk management systems, monitoring and follow up on capital allocation decisions by the Board, oversight of regulatory compliance and ethics, and the work of the company’s internal and statutory auditors.
| Members: |
| Svafa Grönfeldt (Chairman) |
| Ann Elizabeth Savage |
| Astvaldur Johannsson |
| Ton van der Laan |
The Nomination Committee is composed of three Board members unless the Board decides otherwise. The main objective of the Committee is to assist the company’s shareholders in a structured and transparent way, ensuring that the Board and its committees consist of directors with the appropriate balance of skills, experience, diversity, independence and knowledge, enabling effective execution of duties and responsibilities.
The Nomination Committee assists the Board with the process and oversight of Board succession planning and identification and nomination of Board candidates, as well as members of the Board’s sub-committees, who can fulfill these requirements. In the process of identifying suitable Board candidates, the Nomination Committee shall generally solicit the services of internationally recognized advisors to facilitate the search. The majority of the Committee´s members shall be independent of the company.
The Board has taken a balanced view of corporate governance principles in Iceland and the Netherlands when structuring the framework for the Nomination Committee. The Committee can be reached by contacting NominationCommittee@marel.com.
| Members: |
| Lillie Li Valeur (Chairman) |
| Arnar Thor Masson |
| Dr Olafur S. Gudmundsson |
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