1. - Proposal on dividends The Annual General Meeting of Hf. Eimskipafelag Islands resolves that no dividends will be paid out for the year 2008. 2. - Proposal on remuneration to Directors. The Annual General Meeting of Hf. Eimskipafélag Islands, held on June 30th 2009, resolves to pay remuneration to each Director for the year 2009 as follows: Chairman of the Board: 380.000 ISK per month, each director: 180.000 ISK per month. 3.- Proposal on Remuneration policy Article 1 - Objective The object of this Remuneration Policy is that an employment for Hf. Eimskipafélag Íslands is desirable for first class personnel and thereby guaranteeing the company a position among the best in the world. In order to do so it is necessary that the Board of Directors of the Company is in a position to offer competitive wages and other payments, such as bonuses and stock options at an international standard. Article 2 - Remuneration Policy Committee The Remuneration Committee shall consist of three of the members of the Board of Directors of the Company elected by the Board. The Committee shall work in accordance with a mandate resolved by the Board. The Committee shall be advisory to the Board of Directors and the management regarding the terms of employment for the ranking employees and regarding the Remuneration Policy. The Board shall also supervise that the terms of employment for the ranking employees are in line with the Employment Policy and report to the Board of Directors annually thereof in connection with the annual general meeting of the Company. Article 3 - Board of Directors - terms of employment Board members shall receive a fixed monthly payment in accordance with the decision of the annual general meeting of the company, as stipulated in article 79 of the Act on Public Limited Companies. The Board of Directors shall submit a proposal on the fee for the upcoming operating year and shall take into account the time board members spend on their duties, the responsibility involved and the Company's operations in general. Board members shall receive a fixed fee for each meeting they attend in the Board's subcommittees. The fee shall be decided by the annual general meeting of the company. Article 4 - Chief Executive officer - terms of employment A written employment contract shall be made between the company and the Chief Executive Officer. His terms of employment shall be competitive on an international standard. The amount of the salary and other payments to the CEO shall be decided on the basis of his education, experience and previous occupation. Other terms of employment shall be specified in the contract, along with pension payments, vacation rights, benefits and terms of notice. An initial payment at recruitment is permitted. When deciding on the terms of notice special clauses adverting to the extension of the term of notice in proportion with the CEO's period of employment are permitted. Furthermore, the contract shall specify the terms of notice. The CEO's salary shall be revised annually. At such revision the committee shall value the performance of the CEO, wages in comparable companies and the progress and operations of the company in general. In general no additional retirement or termination payments to those stipulated in the employment contract shall be agreed upon in the case of termination. However special circumstances may lead to a separate termination agreement is concluded with the CEO of which contents may be retirement or termination payments. Article 5 - Managing directors - terms of employment The CEO recruits the managing directors of the company after consulting with the Board of Directors. The same aspects as stipulated in article 4 shall apply when deciding on their terms of employment. Article 6 - Acknowledgements to the management The Remuneration Committee is authorized to propose to the Board of Directors that the management should be rewarded in addition to their set terms of employment in the form of delivery of shares, performance based payments, stock options or any payment having to do with company shares or the future value of such shares, loan contracts, pension fund contributions, retirement or redundancy payments. The status of the relevant member of management or employee, responsibility and future prospects and the main objectives of this Policy shall be taken into consideration when deciding whether he should be granted rewards in addition to his set terms of employment. A stock option shall in general only be exercisable by a person employed by the company at the time of exercise. Article 7 - Other employees The managing directors shall, when applicable, take the above into consideration when deciding on the terms of employment of other employees. Article 8 - Information In the annual general meeting of the shareholders the Board of Directors shall disclose to the shareholders the terms of employment of the CEO, managing directors and board members of the Company. The Board of Directors shall disclose the total amount paid in salaries in any form in the previous financial year, payments from other companies within the Group, and stock options and all other forms of payment pertaining to stock in the company and retirement payments, if any. Article 9 - Approval of the Remuneration Policy and other matters The Remuneration Policy shall be presented to the shareholders in the annual general meeting for their approval. The Remuneration Policy shall be subject to annual review. The Remuneration Policy is binding for the Board of Directors in regards to stock options and any payment under which directors are remunerated in shares, share options or any other right to acquire shares or to be remunerated on the basis of share price movements and any substantial change in such schemes as per paragraph 2 Art. 79. a of the Act on Public Limited Companies. In all other aspects the policy shall be viewed as guidelines. The Board of Directors shall note in the minutes of its meeting any major deviation from the Remuneration Policy and such deviation shall be well justified. The Board of Directors shall inform the annual general meeting of such a deviation. Exposition with the Remuneration Policy for Hf. Eimskipafélag Íslands Act no. 89/2006 added Article 79 to the Act on Public Limited Companies. The article requires the Board of Directors to set forth a Remuneration Policy prior to the general meeting of the shareholders where it is put to a vote. The Remuneration Policy shall stipulate the salary and other payments to the CEO and other ranking employees as well as the Board of Directors. The Act also states that the Remuneration Policy shall include all fundamentals on terms of employment of ranking employees and Board members along with the company's policy on contacts with ranking employees and board members. It shall moreover include details on if, how, under what circumstances and within what limits the management and directors can receive additional awards in the form of delivery of shares, performance based payments, stock options and any and all payment having to do with company shares or the future value of such shares, loan contracts, pension funds, retirement or redundancy payments. The before mentioned legislative change was made on the grounds of Commission Recommendation 2004/913/EC of 14 December 2004 fostering an appropriate regime for the remuneration of directors of listed companies. With this Remuneration Policy, hereby submitted to the annual general meeting of the shareholders, the Board of Directors of Hf. Eimskipafelag Islands aims to set forth a Remunerations Policy that will enable the company to attract leading managers and thereby guaranteeing the company's competitiveness on an international basis and is in compliance with law and regulations. 4.- Nominations to the Board of Directors The following have been nominated to the Board of Directors, according to Article 19: Sindri Sindrason Fridrik Johannsson Tomas Otto Hansson Orri Hauksson Petur Gudmundarson The deadline for nominations to the Board of Directors is five days before the Annual General Meeting, making additions to this list plausible. 5. - Proposal to elect an auditor It is suggested that KPMG be re-elected as Eimskip‘s auditors for 2009.
HF Eimskipafelag Islands notions for 2009 AGM
| Source: Hf. Eimskipafélag Íslands