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 directed 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 hf. is committed to recognized general principles aimed at ensuring good corporate governance. In 2015, Marel launched an external audit of its corporate governance structure and procedures, followed by a certification of the same. In January 2016, the company received recognition as “Exemplary in Corporate Governance” from the Center for Corporate Governance at the University of Iceland.

Organizational chart

The organizational structure supports our goal of becoming a simpler, smarter and faster company. The poultry, fish, and meat industries are the three pillars of the company which are supported by the company’s global divisions: innovation, global markets, service and supply chain. The overall objective with the matrix organizational structure is to serve our customer better, reduce time to market and penetrate markets faster and more efficiently.

Organizational chart

Board composition & committees

Board of directorsPositions
Ásthildur Margrét OtharsdóttirChairman
Arnar Thor MássonVice-chairman
Ann Elizabeth SavageDirector
Ástvaldur JóhannssonDirector
Ton van der LaanDirector
Margrét JónsdóttirDirector
Ólafur S. GudmundssonDirector
Convened in 201814 Times

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 6 March 2018.

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.

Sub-committees

A major share of the Board’s work is carried out in its sub-committees, the Remuneration Committee and Audit 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 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 is conducted.

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.

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 22 November 2018.

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.

Policies

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

<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>