About Eimskip
Eimskipafélag Íslands hf. (Eimskip) is a leading transportation company in the North Atlantic providing container and reefer liner services with connections to international markets and is specialized in worldwide freight forwarding services with focus on frozen and chilled commodities.

Corporate Governance
With this statement on the Corporate Governance of Eimskip it is declared that the Company is complying with the accepted practices in the 6th edition of Corporate Governance Guidelines, issued by the Iceland Chamber of Commerce, SA - Business Iceland and Nasdaq Iceland.    

Corporate Governance practices are designed to ensure open and transparent relationship between the Company’s management, its Board of Directors, its shareholders, and other stakeholders. The Corporate Governance in Eimskip is also designed to ensure sound and effective control of the Company’s affairs and a high level of business ethics.

The Corporate Governance Statement of Eimskip is accessible on the Company’s website, www.eimskip.com/investors, and is published in a special chapter in the Company’s Financial Statements.

The Corporate Governance Guidelines are accessible on www.leidbeiningar.is/english. 

Laws and Regulations
Eimskip is a limited liability company, has its shares listed on Nasdaq Iceland and is therefore governed by Act No. 2/1995 on Limited Liability Companies (Company Act), Act No. 3/2006 on Annual Accounts, laws and regulations that apply to listed companies, along with its Articles of Association, Rules of Procedures for the Board of Directors and the Board’s subcommittees and various Company policies. Acts are accessible on Parliament’s website, www.althingi.is, and rules and policies on the Company’s investor website.    

Eimskip’s Financial Statements
Eimskip’s financial year is the calendar year. The Company’s Financial Statements are accessible on the Company’s website, www.eimskip.com.

Shareholder Relations
The supreme authority of the Company is in the hands of the shareholders who attend shareholders’ meetings at least once a year. The share register is held at the Company’s headquarters where it is available to shareholders.

Company news that is considered to affect Eimskip’s share price is published through the company news release distribution network of Nasdaq Iceland and on the Company’s IR website, www.eimskip.com/investors. Other news is published on the Company’s website, www.eimskip.com.

Proposals or questions from shareholders to the Board of Directors shall be sent to investors@eimskip.com and complianceofficer@eimskip.com.    

The Board of Directors of Eimskip
The Board of Directors holds supreme authority between shareholders’ meetings. It shall ensure that the Company’s organization and operations are in good order. It shall promote the development and long-term performance of the Company and supervise its operations. The Board of Directors has a statutory role which it is responsible for, unless the Board grants permission by law to transfer authority by delegation.

Board meetings are called with a one-week notice. A meeting schedule is made for the financial year in advance. The invitation contains the agenda for the meeting. The CEO and the CFO attend Board meetings, and other members of the Executive Management attend as required. The General Counsel serves as secretary to the Board. In 2023, the total number of Board meetings was 14, all members attended all meetings and the Board was competent to make decisions in all meetings.

The Board consists of five Directors and two Alternate Directors, and they are all elected annually at the Annual General Meeting. Those who intend to run for the Board of Directors shall notify the Board of Directors of their candidacy at least ten days before a shareholders’ meeting. The majority of the Directors of the Board are independent of the Company and its day-to-day management, and four Directors are independent of the Company’s significant shareholders. The alternate members of the Board are either independent or not independent of the Company or its significant shareholders. The Board evaluates whether Directors are independent of the Company and its significant shareholders. Moreover, the Board evaluates the independence of new Directors before the Company’s Annual General Meeting and makes available to shareholders the result of its evaluation.

Annually, the Board of Directors conducts an assessment of its work, size, composition, and procedures and also evaluates the work of the Company’s CEO, the Company’s operations and development and whether it is in line with the Company’s objectives. The assessment entails e.g. evaluation of the strengths and weaknesses of the Board’s work and practices and takes into consideration the work components the Board believes may be improved. The evaluation is built on self-assessment, but the assistance of outside parties may be sought as appropriate. The evaluation includes an examination of whether the Board has operated in accordance with its Rules of Procedure and how the Board operates in general. Examination must be made as to whether important matters relating to the Company have been adequately prepared and if enough time is provided for discussions within the Board. Additionally, individual Directors must be considered with respect to both attendance and participation in meetings. The assessment for the financial year 2023 was concluded in February 2024.

Main responsibilities of the Board of Directors
To hold supreme authority between shareholders’ meetings, promote the development and long-term performance of the Company and supervise its operations. The Board shall regularly assess the performance of the Company’s Executive Directors and how the Company’s policies are implemented.

To take the initiative, together with the CEO, on formulating policies and setting goals and risk parameters for the Company, both in the short and long term.

To establish an active system of internal controls. This means, among other things, that the arrangement of the internal controls system shall be formalized, documented, and its functionality verified regularly.
To ensure that the Company’s operations are in conformity with existing laws and regulations.

To handle the recruitment and dismissal of the Company’s CEO.
Extraordinary or major matters which require the approval of four out of five Directors and are therefore not a part of the CEO’s day-to-day operations are defined in the Rules of Procedure for the Board of Directors.

Rules of Procedure for the Board of Directors
The Board of Directors has established its Rules of Procedure which were amended and approved at a Board meeting on 26 April 2019. A copy can be obtained from the Company’s investor website.

The Board of Directors has appointed three subcommittees; the Audit Committee, Remuneration Committee and Nomination Committee.  

The principal duties of the Audit Committee are to review all financial information and procedures regarding information disclosure from day-to-day management and the Company’s independent auditors and to ensure the independence of the Company’s independent auditors. The role and main responsibilities of the Audit Committee are set out in its rules of procedure.

Members of the Audit Committee are Lárus L. Blöndal, Chairman; Ólöf Pálsdóttir; and Alexander G. Edvardsson. In 2023, the Audit Committee held a total of seven meetings, all members attended all meetings and the Committee was competent to make decisions in all meetings.

The role of the Remuneration Committee includes preparing the Company’s Remuneration Policy and ensuring its enforcement and negotiating with the CEO on wages and other employment terms. The role and main responsibilities of the Remuneration Committee are set out in its rules of procedure.

Members of the Remuneration Committee are, Óskar Magnússon, Chairman; Gudrún Blöndal and  Baldvin Thorsteinsson. In 2023, the Remuneration Committee held a total of three meetings, all members attended all meetings, and the Committee was competent to make decisions in all meetings.

The role of the Nomination Committee is to assist 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 committees. The Board is responsible for the appointment and activities of the Nomination Committee, and it operates under the Board’s authority. The role and main responsibilities of the Nomination Committee are set out in its rules of procedure.

Members of the Nomination Committee are Margrét Guðmundsdóttir, Chairman; Lárus L. Blöndal; and Óskar Magnússon. In 2023, the Nomination Committee held a total of three meetings, and all members attended all meetings. 

The Chief Executive Officer 
The Company’s CEO is responsible for the day-to-day operations, in accordance with law, regulations and the Company’s Articles of Association and follows the policies and instructions laid down by the Board. The CEO must at all times conduct his work with integrity and take account of the Company’s interests. Day-to-day operations do not include matters which are unusual or of great significance. The CEO shall make sure that the Company’s accounts are kept in accordance with law and practice and that the Company’s assets are kept in a secure manner. The CEO is obligated to abide by all instructions of the Board of Directors and shall give the auditor any information requested. The CEO does not have the authority to make decisions concerning any matters that are assigned to others by law or are reserved to the Board under its Rules of Procedure. The CEO shall ensure that Directors of the Board are regularly provided with accurate information on the Company’s finances, development and operations to enable them to perform their duties and the information shall be in the form and of the quality determined by the Board. The information shall be available when needed and as up-to-date and accurate as possible. The CEO is to acquaint the Board with all major issues involving the operations of the Company or its subsidiaries and is to attend the Board meetings. He participates in the Boards of the subsidiaries within the Group.

Executive Management
The Executive Management of Eimskip consists of the Chief Executive Officer; Chief Financial Officer, Chief Operating Officer, Chief Information Officer; the Executive Vice Presidents of International Operations, Human Resources and Communication, Iceland Sales and Business Management, and Iceland Domestic Operations and the General Counsel and Compliance Officer.

Further information on the Executive Management is on the Company’s Investor website.

Diversity
The Company issued a policy on diversity, as part of the Company's Human Resource Policy, in connection with the Board of Directors, Executive Management and Senior Management on 27 January 2022. The policy can be found on the Company’s investor website.

Internal Control and Risk Management
As a global Company, Eimskip is exposed to multiple risks in its daily business.  Active management of risks plays a vital role in the Company to ensure stable operations and earnings.  The Board of Directors has overall responsibility for the establishment and oversight of Eimskip's risk management framework. 

Eimskip’s internal control and risk management procedures regarding financial processes are designed to minimize the risk of material misstatements in financial reporting. The Company does not have an internal audit function but uses internal control systems that are monitored by management and the Audit Committee.

An independent auditing firm is elected at the Annual General Meeting each year. The auditors are tasked with reviewing Eimskip’s accounting records and material related to the Company’s operations and financial position. As such, they have access to the Company’s books and documents at all times. They must examine the Company’s Consolidated Financial Statements in accordance with International Standards on Auditing (ISAs). Significant findings regarding accounting and internal control deficiencies are reported to the Board of Directors through the Audit Committee. Independent auditors are not allowed to own shares in the Company.

The Company goes through a detailed strategic and budgeting process each year and a strategy and budget report are prepared. The Board of Directors approves the Company’s strategy and budget each year. Deviations from the strategy and budget are carefully monitored on a monthly basis.

In 2023 the Company has implemented a holistic Enterprise Risk Management (ERM) to monitor and mitigate risks that face the company on a Group level. All risks are assessed according to likelihood and impact and a risk owner is assigned to ensure accountability. The ERM program is aimed at minimizing potential negative effects on operations and earnings from marketing, operational, and financial activities and to keep risks at acceptable levels. 

Further information on risk management and risk factors can be found under Risk Management and Risk Factors.

Sustainability
Eimskip is a registered participant of the UN Global Compact, the United Nation’s initiative for social responsibility with respect to human rights, labor, environment, and anti-corruption. With its participation, the Company has committed to managing its business operations so that the UN Global Compact and its Ten Principles become a part of the Company’s strategy, culture, and day-to-day operations.

Eimskip’s Sustainability Policy is based on the Nasdaq ESG Reporting Guide. The policy was reviewed in 2023 Further information on sustainability at Eimskip can be found in the Non-Financial information in the Annual Financial Statements and on the Company’s website, www.eimskip.com/about-eimskip/sustainability.

Code of Conduct
The Board of Directors approved a revision of the Company’s Code of Conduct in February 2023. The Code of Conduct closely links to the Company’s values: Achievement, Cooperation and Trust. The Code is also based on Eimskip’s aim to secure good return for shareholders with profitable growth, create value for customers with outstanding solutions and services, be an outstanding workplace for employees with great team spirit and ambition and show concern for society with social responsibility and reduced ecological footprint.

The purpose of this Code of Conduct is to support Eimskip’s mission and vision. It applies to the Board of Directors and all employees of Eimskip and its subsidiaries and guides them in conducting the Company’s daily activities in an honest, responsible, and ethical way, based on its values, and generally accepted professional standards of conduct. 

Suppliers and subcontractors are also required to conform to high standards. The Code of Conduct is accessible on the Company’s website, www.eimskip.com.