Article 1 - Aims and objectives
The objective of this Remuneration Policy is to make working for HS Orka hf. an attractive option for
first rate employees and thereby to ensure that the Company will be in a leading position. In order to
make this happen it is necessary that the Company's Board and the CEO have the authority to offer
competitive salary and other benefits.
Article 2 - Terms of employment for members of the Board of Directors
Members of the Board of Directors shall receive a fixed monthly compensation in accordance with the
decision of the general meeting every year, as provided for in Article 79 of the Act on Public Limited
Companies. Alternates, if they are employed, shall receive a monthly remuneration or a fixed amount
for each meeting they attend. The Board Members shall receive a special remuneration for their place
on various Board committees, according to Article 3. The Board shall make a proposal regarding the
compensation for the coming operating year, with regards to the Remuneration Committees proposal,
and in this matter take account of the time that the Board members devote to this task, their special
knowledge and experience, the responsibility which they carry, and the performance of the Company.
The Board Members shall not receive shares, call or put options, the right of first refusal of shares or
any other remuneration related to the shares in the Company or the development of the share price.
No severance agreements are permitted with members of the Board.
Article 3. Terms of employment for the members of HS Orka´s Committees
The members of the Remuneration Committee and the Audit Committee shall receive a monthly
remuneration, remuneration for each meeting or per hour, according to the Annual General Meeting
each year. The Board makes a proposal to the AGM regarding the remuneration for the upcoming year,
with regards to the Remuneration Committee´s proposal. The proposal shall relate to the time that the
Committee Members put into the project, their special knowledge and experience, their responsibility
and the Company´s results.
Article 4 The CEO's Terms of employment
A written contract of employment shall be drawn up with the Chief Executive Officer, to be approved
by the Board of Directors and the Shareholders. The CEO's contract of employment may be
renegotiated during its period of validity. The Board shall then consider the performance of the CEO,
the development of salaries at similar companies and the performance of the Company.
The amount of the base salary and other compensation to the CEO shall take account of education,
work experience and this amount shall be consistently competitive with respect to the market in which
the Company operates. Other terms of employment shall be similar to that of comparable companies
such as pension fund payments, holiday allowance, use of car and term of notice.
When determining the term of notice in the contract of employment special provisions may be included
concerning the length of the term of notice which shall take account of the CEO's period of service with
a maximum of 12 months. At the same time the contract of employment shall indicate the conditions
for the resignation of the CEO. When drawing up the CEO's contract of employment it should be kept
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in mind that no further payments shall be made upon the termination of office than that which is stated
in the contract of employment. Termination payments shall not exceed the employee’s legal rights or
standards.
Article 5 Terms of employment of the Managing Directors
The CEO hires the Managing Directors of the Group in consultation with the Board of Directors. When
determining the terms of employment of the Managing Director the same aspects shall apply as cited
in Article 4, except that the term of notice of the Managing Director shall be 6 months maximum unless
the Board decides otherwise.
Article 6 – Indemnity of Board Members and Managing Directors
The Company shall ensure that at any given time there is valid customary director and officers´
indemnity insurance for the Company´s both current and former Board Members and Managing
Directors, in relation to their work for the Company. The Company shall pay the insurance premium
and the insurance shall, according to its terms, cover the normal cost of litigation or other procedures
relating to such claims or investigations.
The Company shall ensure that the Board Members and Managing Directors are indemnified from
claims in relation to their work for the Company, to the extent that such claims do not lead from
conduct of gross negligence or wilful misconduct.
Article 7 - Bonuses
The Company's executive officers may be paid bonuses in the form of cash or based on special
programmes for this purpose which the Board decides, for a given period of time. These bonuses shall
be based on the Company's performance, the performance of the relevant employee, important
milestones in the operation and activities of the Company, including whether the established aims and
objectives have been attained. Annual bonus shall not be higher than three monthly salaries and part
of the payments shall be delayed for an appropriate amount of time, where applicable.
The interests of the Company and normal and good practice shall be born in mind when determining
performance payments. Remuneration to executive officers shall therefore comply with the purpose
and the interests of the Company in the long term.
If bonus payments have clearly been based on false, misleading or insufficient data, such payments
shall be repaid to the extent correct data shows that no or lower bonus would have been paid.
Article 8 - Other employees
When determining the terms of employment of other employees the managers of individual
departments shall take account of the above mentioned rules as they may apply. The term of notice
for the regular employees shall be 3 months maximum unless the Board approves otherwise or is stated
by law or union contracts and the termination payments shall be no more than what amounts to the
entitlements within that term of notice, and what the employee may be entitled to according to article
7.
Article 9 - Disclosure
At the general meeting the Board shall account for the total amount of the payroll expenses of the
Board members, CEO, the Managing Directors. The Board shall also report from the execution of the
remuneration policy approved at last year´s meeting.
Article 10 - Approval of the Remuneration employment policy and other matters
The Company's Remuneration policy shall be revised every year and put to the general meeting for
approval or veto. The Remuneration policy will be binding for the Company's Board of Directors with
respect to provisions relating to share option agreements and any type of agreements or payments
that are linked to the price development of the Company's shares, cf. paragraph 2 of Article 79 a of the
Public Limited Company Act. Otherwise the Remuneration policy is suggestive for the Company and its
Board of Directors. The Company's Board of Directors shall record in the minutes´ book any important
divergences from the Remuneration policy and these divergences shall be supported by detailed
reasoning. Divergences shall be accounted for at the Company's next general meeting.
So approved by the Annual General Meeting , 24 April 2024