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ICEAIR
Results of Icelandair Group's Annual General Meeting March 13th 2007   14.3.2007 08:51:43
Flokkur: Hluthafafundir      Íslenska  English
 Icelandair Group - Samþykktir.pdf
 Icelandair Group - Articles of Association.pdf
Following proposals have been approved on Icelandair Group’s Annual General Meeting on March 13th 2007

Following proposals have been approved on Icelandair Group’s Annual General Meeting on March 13th 2007.

 

1. Proposal to pay dividends

 

The Board of Directors proposes to the Annual General Meeting of Icelandair Group hf. that no dividends should be paid to shareholders for the operating year of 2006, and that earnings should accrue to equity.

 

2. Proposal on amendments to the Articles of Association

 

The proposals are as follows:

 

a. Electronic participation in shareholder’s meetings:

 

It is proposed that three new paragraphs, becoming paragraphs 8 ­– 11, should be added to Article 11, as follows:

 

“The Board of Directors is authorised to resolve that shareholders should be permitted to participate in the business of shareholders’ meeting by electronic means, including by casting their votes without being present at the venue of the meeting. If the Board of Directors resolves to exercise this authorisation, this should be specified in the notice of the meeting and instructions provided concerning such participation.

 

A shareholder intending to participate electronically shall notify the office of the Company of such intention in writing no later than five days prior to the meeting that has been called. The notification shall be accompanied by questions in writing concerning the agenda of the meeting or submitted documents, if answers are requested at the meeting.

 

If, in the opinion of the Board, circumstances do not warrant or permit participation by electronic means, shareholders shall nevertheless be invited to post their votes concerning items of business on the agenda of the meeting. The notice of the meeting should provide for the conduct of the voting. A request for such voting shall be delivered to the office of the Company no later than five days prior to announced shareholders’ meeting.

 

In other respects than provided for herein, electronic participation in meetings and/or electronic voting shall be subject to Article 80 of the Companies Act No. 2/1995, cf. Act No. 89/2006.”

 

 

b. Increasing of substitute Board members from two to three:

 

The following amendment is proposed to paragraph 1 of Article 18:

 

Instead of paragraph 1 of Article 18 reading as follows:

 

“The Board of Directors of the Company shall be composed of seven members and two alternate members elected at the Annual General Meeting for a term of one year. The eligibility of members of the Board is subject to statutory law. Elections to the Board shall always be by ballot if the number of nominations exceeds the number of Members to be elected.”

 

Paragraph 1 of Article 18 shall read as follows:

 

“The Board of Directors of the Company shall be composed of seven members and three alternate members elected at the Annual General Meeting for a term of one year. The eligibility of members of the Board is subject to statutory law. Elections to the Board shall always be by ballot if the number of nominations exceeds the number of Members to be elected.”

 

 

c. Announcements of candidacyinformation about candidat and notification.

 

It is proposed that three new paragraphs, becoming paragraphs 4 – 6, should be added to Article 18, as follows:

 

“Announcements of candidacy shall include, in addition to the name of the candidate, the candidate's ID number and address, information on principal occupation, other directorships, education, experience and shareholdings in the Company. Notices should also include information on any relations with the Company’s principal business partners and competitors and with shareholders holding more than a 10% share in the Company.

 

The Board of Directors shall review notifications of candidacy and provide the parties in question in a verifiable manner with an opportunity to rectify any defects in the notification within a set deadline. If defects in the notification are not rectified within the set deadline, the Board of Directors of the Company shall rule on the validity of the candidacy. The decision of the Board of Directors may be referred to a shareholders' meeting, which has the final decision as regards the validity of the candidacy.

 

Information on candidates for seats on the Board of Directors of the Company shall be laid open for inspection by shareholders at the office of the Company no later than two days prior to the shareholders' meeting.”

 

The Board of Directors proposes no further amendments to the Articles of Association of the Company at its next Annual General Meeting.

 

3. Election of an auditor for the next accounting year:

It is proposed that KPMG Endurskodun hf. be elected the company’s auditors.

 

4. Proposal  concerning a new Icelandair Group hf. remuneration policy:

Icelandair Group hf. Remuneration Policy for the operating year 2007

and proposal concerning remuneration to the Board of Directors for the same period –

 

1.         The following is the Remuneration Policy of Icelandair Group hf. for the operating year of 2007, which the Board of Directors has approved in compliance with the provisions of Article 79(a) of the Companies Act No. 2/1995, which are based, inter alia, on the Recommendation of the Commission of the European Union No. 2004/913/EC of 14 December 2004 fostering an appropriate regime for the remuneration of directors of listed companies.

 

2.         The purpose of the presentation and approval of the Icelandair Group hf. Remuneration Policy at its Annual General Meeting in 2007 is to establish rules of procedure that will give shareholders an increased influence on and insight into the Company’s policy regarding the remuneration of managers and directors, so that clear information is available concerning the remuneration terms of the Company’s key management.

 

3.         At the same time, Icelandair Group hf. is setting itself the objective of treating its employees well and ensuring them a reasonable reward for their work. The purpose of this Remuneration Policy is, among other things, to enable Icelandair Group hf. to attract and retain employees, both within the Company itself and its subsidiaries, through an attractive system of remuneration, particularly as regards the key personnel in the management and technological development of the Company, and at the same time provide such employees with an opportunity to acquire a share in the Company and thereby contribute to increased incentives and reward for promoting the increased growth and prosperity of the Company in the long term. 

 

4.         On 29 December 2006, the Board of Directors approved a three-year Stock Option Plan which provides for stock options to employees in the manner best suited to each qualifying employee. Previously on the same day, a shareholdersmeeting had granted its authorisation to the Board of Directors to issue new shares in the Company in the nominal amount of ISK 60,000,000, i.e. up to 6% of the Company’s total share capital at any time, in order to meet its obligations to employees under the Stock Option Plan. Several dozen employees falling within the definition of key employees have been offered stock options pursuant to the Plan. The stock option price is based on the market value of shares in Icelandair Group at the time of its issue.

 

5.         The Chief Executive Officer of the Company has signed a Stock Option Agreement which entitles him to purchase shares in Icelandair Group in the nominal value of ISK 5,000,000 at the price of ISK 27.5 per share. In other respects, the CEO’s wage terms are subject to his written employment contract with the Company, which guarantees him a reasonable salary in comparison with managers of comparable companies. The employment contract of the CEO does not provide for any separate payments on termination of employment or a pension contract, but does guarantee wages during any notice period.

 

6.         There are no further entitlements to employees pursuant to Paragraph 79.3(1) of the Companies Act No. 2/1995 apart from those referred to above in items 3-5.

 

7.         This Remuneration Policy, which is effective until the Annual General Meeting in 2008, proposes that members of the Board of Directors of Icelandair Group hf. should be paid a monthly fee of ISK 200,000 as remuneration for their services, while the Chairman of the Board will be paid double that amount per month. Furthermore, it is proposed that each member of the Board serving on any of the five sub-committees of the Board of Directors pursuant to its Rules of Procedure should be paid ISK 100,000 per month as remuneration for serving on each committee, and that the chairman of each such committee should be paid double that amount. The decision concerning payment of remuneration to members of sub-committees of the Board of Directors does not apply to members of the Executive Board serving on the sub-committees. This arrangement is effective until the Annual General Meeting in 2008.

 

8.         Members of the Board of Directors are not entitled to any payments of remuneration from the Company other than those provided for in Item 7 above, nor do they enjoy any rights provided for in Sections 1-5 of Article 79(a) of Act No. 2/1995.

 

9.         The above Icelandair Group hf. Remuneration Policy is submitted and presented at the Annual General Meeting of the Company on 13 March 2007 with a request for its approval.

 

On the Board of Directors of Icelandair Group hf.

 

5. Proposal on remuneration of the Board of Directors for the term of one year:

It is proposed that Board members receive ISK 200,000 per month and that the Executive Chairman receives ISK 400,000 per month.  In addition remuneration for Board members who serve on the sub-committees of the Board shall be ISK 100,000 per month to each member for their position on each committee and ISK 200,000 for the Chairman of each committee.

 

6. Election of board members

 

Board members:

Einar Sveinsson, id. no. 030448-2789, Bakkaflöt 10, Garðabæ.

Finnur Ingólfsson, id. no. 080854-3829, Jöklafold 15, Reykjavík.

Gunnlaugur M. Sigmundsson, id. no. 300648-3719, Þverárseli 20, Reykjavík.

Helgi S. Guðmundsson, id. no. 291248-7569, Dísarási 14, Reykjavík.

Hermann Sævar Guðmundsson, id. no. 200162-4049, Sævangi 27, Hafnarfirði.

Jóhann Magnússon, id. no. 010256-4539, Skógarhæð 7, Garðabæ.

 

Substitutes :

Martha Eiríksdóttir, id. no. 251257-5159, Vesturbrún 33, Reykjavík.

Guðsteinn Einarsson, id. no. 050654-4949, Kveldúlfsgötu 13, Borgarnesi.

Jón Benediktsson, id. no. 161064-3359, Hæðarbyggð 23, Garðabæ.

 

 

 

 


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