Governance

The Guidelines on Corporate Governance issued by the Iceland Chamber of Commerce, NASDAQ Iceland and the Confederation of Icelandic Employers, along with the Company’s Articles of Association, and rules for Issuers of Securities listed on the NASDAQ Iceland, make up the framework for Icelandair Group’s Corporate Governance practices. The Company’s Articles of Association are accessible on the Company’s website and the guidelines and the rules for Issuers are on the website of NASDAQ Iceland.

The Company complies in all main respects to the rules mentioned above. No government organization has found the Company to be in breach with any rule or regulation regarding corporate governance.

The Group's Audit Committee oversees how the management monitors compliance with the Group's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group's Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee. The committee shall oversee the annual accounts of the Company and the Group’s consolidated accounts. The committee is responsible for evaluation of the independence and the eligibility of both the Company's auditor and auditing firm. The committee shall make suggestions to the Board of Directors regarding the selection of the Company's auditor. The Audit Committee held eleven meetings in 2019.

Audit Commitee:

• Heiðrún Jónsdóttir, Chairman
• Guðmundur Hafsteinsson
• Svafa Grönfeldt

On 25 May 2009 the Board of Directors approved a Code of Ethics which was amended on 5 January 2011 and 18 November 2016. The Code of Ethics is accessible to all Company’s employees through the Company's intranet, MyWork.

The Company's values are:

• Passion
• Simplicity
• Responsibility

The Remuneration Committee conducted four meetings over the course of the period and the meeting minutes relating to those meetings are attached with this report.

The purpose of the Remuneration Committee is to maintain oversight over the remuneration for the Executive Committee and senior management as well as to ensure that the structure of the remuneration components are aligned with the long-term interests of the shareholders.

The main tasks of the Remuneration Committee is to prepare for the decision-making process of the Board in the execution of the remuneration policy, including the determination of any performance related variable compensation, and setting the terms and conditions for remuneration for the CEO and members of the Board. The Remuneration Committee is also assigned to review the remuneration policy and ensuring its adherence.

The Remuneration Committee also oversees the overall development of remuneration and human resource matters over the long-term to ensure that all remuneration practices are in accordance to laws and regulations and in accordance with best practices. Furthermore, the Compensation Committee seeks to formulate a point of view on any risks – operational, financial or otherwise – if and how it may affect the organization.

Regularly the Remuneration Committee inquires about the results and outcomes of established human resource policies and procedures

The objective of the remuneration policy is to make employment with Icelandair Group and subsidiaries an attractive option for first-class employees and thereby secure for the Company a position in the front ranks. In pursuance of said objective the Company must be able to offer competitive salaries and other variable form of payments, such as short-term incentives and equity-related long-term incentives.

In 2019 the Remuneration Committee approved a short-term incentive plan for which the Executive Committee and senior managers where eligible to participated in based on their respective role in the organization.

The purpose of the plan is to align the interests of the management with those of the shareholders and mobilize the Company’s leadership to focus on the its overall performance – both financial objectives and the execution of the group´s strategy. The program is designed to encourage the management to increase shareholder value and reward for operational performance, proper management and professional conduct. Performance outcomes are determined by a mixture of financial-, strategic-, and operational measures which take into account the participant´s role. Performance payouts based on this short-term incentive plan can occur once per year and are capped at 25% of annual base salary.

On account of time constraints of certain strategic performance measures the pro-forma estimated liability for the short-term incentive plan 2019 is 2.11 MUSD including payroll tax and expenses and comprises less than 0.5% of total salaries and other personnel expenses.

The international airline and aviation industry is a very regulated and highly unionized industry and Icelandair is no exception therefrom. This operational profile set up means that typically about half of the workforce terms and conditions of employment – corrected for seasonality – is governed by collective labor agreements and the other half is operating under the laws of supply and demand. This coexistence is thus highly symbiotic of both the dynamic global industry of aviation and the local volatile tourism industry which is currently seeking a new equilibrium after a recent spur of growth years.

In terms of the local Icelandic general labor market industry pay developments vis-à-vis the ground- and office staff is characterized by a complicated set up based on operational requirements of 24/7 opening functionality all year around.

According to Icelandair Group´s Remuneration Policy, the remuneration package for the CEO is comprised of fixed and variable salary component and needs be competitive with other CEO’s of publicly traded companies in the Icelandic stock market and other airlines on the same market. In addition, the terms of employment of the CEO shall take into account the financial and operating results of the Company from time to time.

As stated above, the variable remuneration of the CEO is an integral part of the overall remuneration policy applicable to the Executive Committee which is linked to predetermined and quantifiable performance measures which are reviewed and approved by the Remuneration Committee and the Board each fiscal year. The Remuneration Committee typically reviews the CEO's performance measures and makes a proposal for appropriate changes to the Board of Directors to reflect a strategic or tactical directional changes for the group from time to time.

According to Icelandair Group´s Remuneration Policy, remuneration to the members of the Board of Directors and members of the Board’s Sub-Committees shall be based on the time spent by directors on the job and the responsibility carried with the role. When determining on remuneration to the directors of the Board, consideration shall be given to the remuneration paid to board directors of comparable companies. The directors of the Board are not remunerated in shares, purchase or put options, pre-emptive rights, warrants or any other payments related to shares in the company or the share price development in the company.

The Remuneration Committee reevaluates the payments to the directors of the Board annually and looks at, among other things, wage development within Icelandair and development of the general wage index as well as the Company's overall performance. Proposals of the Remuneration Committee on the remuneration of the directors of the Board and its sub-committees, and any changes in the Remuneration Policy, are submitted to the Board of Directors which subsequently submit a proposal for shareholders´ vote at the Annual General Meeting.

The Remuneration Committee proposes no changes to the current Remuneration Policy. Furthermore, it is proposed that remuneration to the members of the Board of Directors remain the same as for the previous year.

Remuneration Committee Members

• Úlfar Steindórsson, Chairman
• Ómar Benediktsson

Icelandair Group operates a Nomination Committee which has the role to be advisory in the selection of members of the Board of Directors and it will bring its proposals for the Annual General Meeting or other Shareholders' meetings where election to the Board of Directors is on the agenda.

The Nomination Committee shall put forward its rationalized opinion concurrently to the notification of the AGM or as soon as possible in conjunction with other shareholder meetings. The committee's opinion shall be made available to shareholders in the same way as other proposals to be submitted to the meeting. The committee operates according to rules of procedures which are set by the committee itself and approved by the Board of Directors. The Nomination Committee shall make changes to its rules of procedures accordingly or put them forward unaltered and have approved by the Board of Directors annually.

The Nomination Committee consists of three members. The Shareholders meeting elects two members, one man and one woman, which are nominated by shareholders. When the Shareholders Meeting has elected members, the Board of Directors nominates one member to the committee.

All members shall be independent of the Company and its executives. The member nominated by the Board of Directors shall be independent of the Company's largest shareholders. The same criteria shall apply to the assessment of independence of Committee members as to the assessment of the independence of Board Members according to The Guidelines on Corporate Governance issued by the Iceland Chamber of Commerce, SA Business Iceland and Nasdaq Iceland. The Nomination Committee held six meetings in 2019 and furthermore had meetings with Icelandair Group's management team and the largest shareholders.

Nomination Committee members:

• Hjörleifur Pálsson, Chairman
• Helga Árnadóttir
• Úlfar Steindórsson

The Company's Board of Directors must at all times ensure that there is adequate supervision of the Company's accounts and the safeguarding of its assets and shall adopt working procedures in compliance with the Companies Act. Only the Board of Directors may assign powers of procuration on behalf of the Company. The signatures of the majority of the members of the Board are required to bind the Company. The President and CEO has charge of the day-to-day operation of the Company and is required in his work to observe the policy and instructions set out by the Company's Board of Directors. Day-to-day operation does not include measures which are unusual or extraordinary. Such measures can only be taken by the President and CEO with the specific authorization of the Board of Directors, unless it is impossible to await the decision of the Board without seriously disadvantaging the operation of the Company. In such instances, the President and CEO is required to consult with the Chairman of the Board, if possible, after which the Board of Directors must immediately be notified of the measures. The President and CEO shall ensure that the accounts and finances of the Company conform to the law and accepted practices and that all assets belonging to the Company are securely safeguarded. The President and CEO is required to provide the members of the Board of Directors and Company auditors with any information pertaining to the operation of the Company which they may request, as required by law.

The Company's Board of Directors consists of five members elected at the annual general meeting for a term of one year. Those who intend to stand for election to the Board of Directors must inform the Board in writing of their intention at least seven days before the annual general meeting, or extraordinary shareholders’ meeting at which elections are scheduled. Only those who have informed the Board of their candidacy are eligible.

The Board of Directors elects a Chairman and Deputy Chairman from its members, and otherwise allocates its obligations among its members as needed. The Chairman calls Board meetings. A meeting must also be held if requested by a member of the Board of Directors or the President and CEO. Meetings of the Board are valid if attended by a majority of its members. However, important decisions shall not be taken unless all members of the Board have had an opportunity to discuss the matter, if possible. The outcome of issues is decided by force of vote, and in the event of an equality of votes, the issue is regarded as rejected. The President and CEO attends meetings of the Board of Directors, even if he or she is not a member of the Board, and has the right to participate in discussions and submit proposals unless otherwise decided by the Board in individual cases. A book of minutes is kept of proceedings at meetings and must be signed by participants in the meeting. A Board member who disagrees with a decision made by the Board of Directors is entitled to have his or her dissenting opinion entered in the book of minutes. The same applies to the President and CEO. The Chairman is responsible for the Board's relations with the shareholders and he shall inform the Board on the views of the shareholders.

On 12 September 2007 the Board of Directors approved Rules on Working Procedures for the Board which were amended on 10 August 2012 and 9 February 2018. The Rules on Working Procedures are accessible to the Board of Directors and the management through the Board's intranet, Admincontrol. In accordance with article 14 of the Rules on Working Procedures the Board of Directors must annually evaluate its work, size, composition and practices, and must also evaluate the performance of the CEO and others responsible for the day-to-day management of the Company and its development. The annual performance assessment is intended to improve working methods and increase the efficiency of the Board. 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 which the Board believes may be improved.

The Board of Directors elects the members of the Compensation Committee and the Audit Committee. These subcommittees adhere to the Rules on Working Procedures. The Nomination Committee has its own Rules of Procedures which are approved by the Board. The Board of Directors convened 33 times during the year and all Board Members attended almost all meetings. All the current members of the Board of Directors are independent from the Company. Ásthildur Margrét Otharsdóttir, who was a board member until 8 March 2019, was not independent from the Company. All Board members were independent of the Company’s major shareholders in 2019.