Icelandair Group hf. - Annual General Meeting 3 March 2022
10 Febrero 2022 - 9:54AM
Icelandair Group hf. - Annual General Meeting 3 March 2022
Electronic Meeting - Live stream from Hilton
Reykjavik Nordica - 4.00 pm
The Board of Directors has decided that
Icelandair Group‘s Annual General Meeting on 3 March 2022 will be
held electronically, cf. Article 4.6 of the Company‘s Articles of
Association. Shareholders who intend to participate electronically
in the meeting shall notify the Company with 5 days notice thereof
and submit written questions regarding the agenda or documents to
be presented at the meeting which they require answers to, cf.
Article 4.4 of the Company‘s Articles of Association. Registration
at the meeting takes place at www.icelandairgroup.com/agm.
Registered participants will receive information via e-mail prior
to the meeting on how to participate and cast their votes together
with a link to a live stream of the meeting. The meeting will be
live streamed from Hilton Reykjavik Nordica but will be open for
physical attendance subject to restrictions on public gatherings
and prior registration. Voting and other discussions will be
electronic only.
AGENDA
- The Board of Director‘s report on Icelandair Group‘s
operations in 2021
-
Confirmation of Annual Accounts and decision on the handling of
profit or loss for the financial year
-
Decision on payments to Board Members
-
Proposal of the Board of Directors regarding the Remuneration
Policy
-
Report and proposal from the Nomination Committee regarding Board
Membership
-
Election of Board Members
-
Election of Auditors
-
Share-Based Incentive Program
-
Changes to the Articles of Association
-
Authorization to purchase Treasury Shares
-
Other lawfully submitted matters
PROPOSALS
- Annual Accounts (Item 2)
The Board of Directors proposes to the Annual
General Meeting that the Annual Accounts of the Company for 2021
will be approved.
- Dividends payments (Item 2)
The Board of Directors proposes to the Annual
General Meeting that no dividends will be paid for the 2021
financial year.
- Remuneration to Board Members (Item 3)
The Board of Directors proposes to the Annual
General Meeting that remuneration to Board Members and
Sub-Committee Members shall remain unchanges: Each Board Member
will receive ISK 330,000 per month, the Chairman will receive ISK
660,000 per month, the Deputy Chairman will receive ISK 495,000 per
month, Sub-Committee Members will receive ISK 120,000 per month,
the Chairman of the Audit Committee will receive ISK 275,000 per
month and the Chairman of other sub-committees will receive ISK
150,000 per month. The Board of Directors will decide on
compensation for the members nominated by shareholders in the
Nomination Committee. Compensation will be paid on hourly
basis.
- Remuneration Policy (Item 4)
The Board of Directors proposes to the Annual
General Meeting that the attached updated Remuneration Policy will
be approved. The main changes are as follows:
- More thorough description of the total compensation scheme of
the Company and main components of performance assessment.
- More thorough description and rationale regarding base
salaries, short-term incentives (bonus scheme) and long-term
incentives (stock options).
- Terms and conditions of stock option programs have been
added.
- Description of the Company’s Equal Pay System has been
added.
The updated Remuneration Policy is a part of the
meeting documents. The main reason for the proposed changes to the
Remuneration Policy is to provide shareholders with more detailed
information on the Company’s compensation scheme and performance
assessment. The updated policy reflects the Company’s efforts to
attract and retain exceptional employees and align their interests
with the interests of the Company and the shareholders.
Furthermore, terms and conditions have been added for a stock
option program for the Company’s key employees provided that such
program will be approved on a shareholders’ meeting.
- Nomination Committee (item 5)
Icelandair Group’s Nomination Committee proposes
that the following candidates, listed in alphabetical order, will
be elected to the Board of Directors of Icelandair Group hf. on the
Company’s Annual General Meeting:
- Guðmundur Hafsteinsson
- John F. Thomas
- Matthew Evans
- Nina Jonsson
- Svafa Grönfeldt
- Auditors (Item 7)
The Board of Directors proposes to the Annual
General Meeting that KPMG ehf. will be the Company’s auditors.
- Share-Based Incentive Program (Item 8)
The Board of Directors proposes to the Annual
General Meeting that a long-term incentive program will be
approved.
The objective of the performance based incentive
program is to strengthen the Company by incentivizing its key
employees to deliver exceptional performance, set clear standards
for expected performance and significantly reduce the likelihood of
such employees leaving the Company on a short notice. Furthermore,
the program would assist the Company in attracting and retaining
good key employees worldwide and thus strengthen the
competitiveness of the Company. This would both be benificial for
the Company’s interests short-term and long-term to secure
exceptional employees in the key employee positions going forward.
Such long-term incentive program would also be beneficial to the
shareholders since it would align the interests of shareholders
with those of the key employees which would not solely be
compensated by their annual base salary but also based on their
performance and the success of the Company. Short-term and
long-term incentive schemes also require an effective performance
evaluation and the company will strengthen that process in 2022 by
implementing a new and more robust evaluation system. The new
evaluation system is intented to include more regular reviews, be
less subject to discretionary bias and to set clear standards for
expected performance. The estimated cost of the incentive
program is USD 3.6 million based on the Black-Scholes model.
However, the program would not require any direct cash outflow from
the Company since new shares would be issued in order to fulfill
the Company’s obligations in relation to the incentive program
instead of purchase of treasury shares.
The Board of Directors proposes that the terms
of the long-term incentive program will be as follows:
Type of share-based incentive
program: Stock options
Participants: The Executive
Committee and other selected key employees.
Total number of share options:
The total maximum amount of shares granted under the program would
be 900 million during a three year period following the approval of
the long-term incentive program on the Annual General Meeting
2022.
Granting: Granting would be
yearly and based on the performance of the participants in the
preceding year. No more than 250 million shares will be granted
under the program in 2022.
Vesting time: Three years from
the granting date.
Exercise period: One year
following the three years vesting period. Exercise periods are two
per year in April and October for 15 days following the disclosure
of the respective Q1 and Q3 financials.
Exercise price: The exercise
price will be based on the share price in Icelandair Group at
closing of NASDAQ Iceland on granting date with the addition of 3%
annual interests. The exercise price shall be adjusted for any
future dividend payments decided after the granting date.
Other key terms and
conditions:
- The Remuneration Committee shall have sole discretion on
granting to each participant based on performance assessment.
- Vested stock options which will not be exercised within the
exercise periods will become invalid.
- Participants are required to hold shares, corresponding to the
net profit gained from the options (after tax) measured in total
share value as decided by the Board of Directors and the
Remuneration Committee.
- The options are valid only if the holder is still employed by
Icelandair Group or its subsidiaries on the exercise date. The
Remuneration Committee can waive this condition under certain
circumstances.
- If a change of control occurs, in accordance with Article 100
of the Icelandic Takeovers Act No. 108/2007, any outstanding stock
options shall vest.
- The Company shall not grant any kind of loans or guarantees on
relation to the stock option program.
- Rights and obligations under the stock option program cannot be
assigned to a third party.
- The Company has the option to reclaim, in whole or in part,
remuneration that has been based on false, misleading, insufficient
or incorrect data, or if the recipient acted in bad faith in
respect of other matters, which resulted in too high remuneration
or remuneration which would otherwise not have been granted.
- The Company will issue new shares following the exercise
periods corresponding to the total number of exercised shares. The
Annual General Meeting 2022 approves that the Board of Directors
will have authority to issue new shares in accordance with the
terms of the long-term incentive program.
- Changes to the Articles of Association (Item 9)
The Board of Directors proposes the following
changes to Article 15 of the Articles of Assocation. It is being
proposed that the current Article 15.1, which has lapsed, is
replaced with the following provisions subject to approval of Item
9.
“The Company’s Board of Directors is authorized
to increase the share capital of the Company in stages by up to ISK
900,000,000 shares of nominal value. This authorization shall only
be utilsed to fulfil terms under stock option agreements granted
pursuant to the Company’s Share-Based Incentive Program approved by
the Company’s annual general meeting held on 3 March, 2022. The
shareholders of the Company will not have pre-emptive subscription
rights to shares issued pursuant to this provision. Share prices
and subscription shall be in accordance with the Share Based
Incentive Program and stock option agreements entered into pursuant
to that. This authorization shall be valid until 31 December
2027.”
- Authorization to purchase Treasury Shares (Item 10)
The Board of Directors of Icelandair Group
proposes to the Annual General Meeting that the Company will be
authorized to purchase in the next 18 months up to 10% of its own
shares in accordance with Article 55 of the Icelandic Companies Act
No 2/1995 in order to set up a formal buy-back programme in
accordance with the provisions of Article 5 of MAR (Regulation (EU)
No 596/2014 of the European Paliament and of the Council), which
has been transposed into Icelandic legislation with Act No 60/2021,
as well as the provisions of the Commision Delegated Regulation
(EU) 2016/1052 which contains regulatory technical standards for
the conditions applicable to buy-back
programmes.
All the current board members have confirmed
that they intend to seek renewed mandate from shareholders at the
meeting. Those who intend to run for the Board of Directors shall
notify the Board of Directors of their candidacy at least 7 days
before the meeting. A request for proportional or cumulative voting
shall be presented to the Board of Directors at least 5 days before
the meeting.
Shareholders have the right to put items on the
agenda of the Annual General Meeting and submit proposed
resolutions, provided a request thereof has been received by the
Company no later than 10 days prior to the meeting via email to
compliance@icelandairgroup.is.
For further information:
Ari Guðjónsson, General CounselEmail:
ari@icelandairgroup.is or Tel: +354 661-2188
- Remuneration Policy 2022
- Nomination Committee Report 2022
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