Corporate governance

We are committed to recognize general principles aimed at ensuring good corporate governance. Take a look at our approach to corporate governance.

Our approach to corporate governance 

Icelandic law and the company’s corporate governance framework determine the duties of the various bodies within the company. They define and dictate how the company is governed and controlled – including the interaction between the CEO, who is responsible for day-to-day management, the Board of Directors, shareholders, regulators, and other stakeholders. Marel is committed to recognized general principles aimed at ensuring good corporate governance.

Marel’s corporate governance consists of a framework of principles and rules, including its Articles of Association and the Guidelines on Corporate Governance issued by the Iceland Chamber of Commerce, Nasdaq Iceland and the Confederation of Icelandic Employers.

Board composition and committees

Board of directorsPositions
Asthildur Margret OtharsdottirChairman
Arnar Thor MassonVice-chairman
Ann Elizabeth SavageDirector
Ástvaldur JohannssonDirector
Ton van der LaanDirector
Lillie Li ValeurDirector
Olafur S. GudmundssonDirector

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 18 March 2020.

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 Team. The Board defines strategic objectives for the company and sets targets aimed at achieving these goals.


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.

Remuneration committee

The Remuneration Committee is composed of four 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 is conducted.

Asthildur Margret Otharsdottir, Chairman
Arnar Thor Masson
Ann Elizabeth Savage
Dr Olafur S. Gudmundsson

Audit committee

The Audit Committee is composed of three or four Board directors unless the Board decides otherwise. The majority of the Audit Committee shall be independent of the company and its external auditors and at least one member shall be independent of shareholders holding 10% or more of the company’s total share capital.

Members of the Audit Committee must possess the knowledge and expertise needed to perform its tasks. At least one member needs to have solid knowledge and experience of financial statements or auditing. Its work includes monitoring Marel’s financial status and evaluating the company’s internal monitoring and risk management systems, management reporting on finances, whether laws and regulations are followed and the work of the company’s internal and statutory auditors.

Arnar Thor Masson, chairman
Ann Elizabeth Savage
Astvaldur Johannsson
Ton van der Laan

Nomination committee

Composed of three members elected by the Board, the Nomination Committee was established in 2019 to assist the Board with the process and oversight of Board succession planning. The Board must ensure that its members are independent of the Company and possess the needed knowledge, competencies, experience and diversity to support Marel’s long term strategy.

The Nomination Committee identifies and nominates candidates for the Board, as well as members of the Board’s committees, who can fulfill these requirements. The Committee shall give full consideration to succession planning for the Board, taking into account the challenges and opportunities facing Marel, and the skills and expertise needed on the Board in the future.

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

Arnar Thor Masson, chairman
Asthildur Margret Otharsdottir
Dr Olafur S. Gudmundsson

Communication between shareholders and the Board of Directors

Shareholders’ meetings, within the limits established by the company’s Articles of Association and statutory law, are the supreme authority in Marel’s affairs as well as the primary means of communication between shareholders and the Board of Directors. The AGM is held each year before the end of August and other shareholders’ meetings are convened when necessary. The AGM is advertised publicly with at least three weeks’ notice in accordance with Icelandic law.

The Chairman is the Board’s authorized spokesperson. The Board of Directors does not engage in communication regarding details of the company’s operational matters and financial results, which is the responsibility of authorized members of management.

The Chairman communicates with the company’s largest shareholders on an annual basis to exchange views on matters related to corporate governance, and to maintain trust and understanding. All communication with shareholders is governed by rules and regulations on price-sensitive and non-public information (insider information) and on other sensitive business information which could compromise the company’s competitive position.

Further information on communication with shareholders can be found in the company’s Investor Relations Policy:

Articles of association

Articles of association of Marel hf, dated 20 March 2020.

Please find both the official (Icelandic) and unofficial translation (English) of the original document. In the event of any discrepancies, the Icelandic version prevails.

Code of conduct

Marel‘s vision is of a world where quality food is produced sustainably and affordably. This vision is reflected in our business model, which is based on the knowledge and talent of our employees, and driven by innovation, market penetration and operational excellence. The purpose of this code of conduct is to support that vision. It expresses who we are, and what we can expect from each other and our partners.

Rules of procedure

Marel issues rules of procedures for the board of directors and its subcommittees, as well as for insider trading. Download the rules below.


Our policies guide and govern how we conduct our operation, how we engage with customers and potential customers, how we work with colleagues, and how we work with society in general. These policies apply to all Marel employees, with no exceptions.

PolicyOverviewPDF (English)
Anti-bribery and anti-corruption policyWe know that our company’s reputation is crucial to our success. Therefore, we take compliance with global anti-bribery and anti-corruption laws and regulations very seriously. The anti-bribery and anti-corruption policy adopted by Marel in January 2017 reinforces our commitment. The policy applies to all employees, officers, and directors as well as any contractors, consultants, agents, and other business partners engaged in business on behalf of Marel. As an international company, we adhere to the anti-bribery and anti-corruption laws of all the countries in which we operate.PDF
Diversity policyA global diversity and inclusion policy was adopted by the board of directors in 2017 and has been in force since 2018. Its objective is to ensure diversity and inclusion within Marel as well as increasing job satisfaction and general wellbeing in the workplace. We aim to make sure that employees are not discriminated against on the grounds of their gender, beliefs, nationality, race, sexual orientation, religion, color, personal finances, family, age or on any other grounds.PDF
Global health, safety and environmental (HSE) policyProviding a healthy and safe working environment for all of our employees, contractors, and visitors working in Marel facilities is the right thing to do and we take pride in doing it well. Health, safety, and the environment concern all of us and we do our utmost to make sure our employees have the necessary competence, tools, and instructions to perform their work professionally and safely.PDF
Investor relations policyProviding investors with equal access to timely and accurate information about Marel’s operations and business environment is the central aim of our investor relations policy. The policy is based on Marel’s values of unity, excellence and innovation.PDF
Remuneration policyOur remuneration policy reflects the objectives of robust governance, as well as our sustained, long-term approach to value creation for Marel’s shareholders. The policy is designed to attract, motivate and retain exceptional employees in a competitive and international market.PDF
Charitable giving and social participation policyMarel’s charitable giving and social participation guidelines align with our pledge of corporate social responsibility. Our guidelines are designed to support the company in being the partner, neighbor, employer, customer and supplier of choice around the world.PDF
Tax policy (UK)Our direct contribution to taxation in the UK economy spans corporate, employment, property and insurance premium taxes, as well as some minor other taxes.
Corporate governance statementIcelandic law and the company's corporate governance framework determine the duties of the various bodies within the company. They define and dictate how the company is governed and controlled. Marel's corporate governance statement is updated annually.PDF

<p>Corporate social responsibility</p>

<p><span style="font-weight: 400;">We are focused on more than just advancing food processing. We want to ensure that everything we do is done in the right way, and ultimately leads to positive change. </span></p>

<p>Risk management</p>

<p><span>Effective risk management is the key to Marel’s sustainability and underpins the company’s long-term relationship with its customers and other stakeholders. </span></p>