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.
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.
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.
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.
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 NominationCommittee@marel.com
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: