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The purpose of this remuneration policy is to position Klappir Green Solutions hf. as an attractive workplace for top-tier talent, ensuring the company maintains its industry-leading status. To achieve this, the board of directors must have the authority to offer competitive salaries and additional compensation, including bonuses and stock options. This policy applies to the remuneration of the board of directors, managing directors, key employees, and other staff, as applicable. It is established in accordance with Article 79.a of Act No. 2/1995 on Public Limited Companies and aligns with the Icelandic Chamber of Commerce’s guidelines on good corporate governance.
Directors shall receive a fixed monthly remuneration as determined by the annual general meeting, in accordance with Article 79 of Act No. 2/1995 on Public Limited Companies. The board of directors shall propose the remuneration for the upcoming financial year, considering both the level of responsibility assumed and the company’s performance. Directors shall not be entitled to shares, stock options (call or put), pre-emptive rights, or any other forms of compensation linked to the company's shares or their market value.
Severance agreements with directors are strictly prohibited.
A written employment contract shall be established with the CEO and may be renewed during its term. The CEO’s base salary and other compensation shall be determined based on education, experience, and previous work, ensuring competitiveness within the company’s market. Other employment terms, including pension fund contributions, vacation entitlements, company car usage, and notice periods, shall align with industry standards in comparable companies.
The CEO’s base salary shall be reviewed annually, considering the Board assessment of the CEO’s performance, general salary trends in comparable companies, and the company’s overall performance. The employment contract may include specific provisions regarding the length of the notice period, taking into account the CEO’s tenure. Severance payments shall not exceed a predefined limit and shall be capped at no more than two years' salary. No severance payments shall be granted if the termination is due to unsatisfactory performance. When negotiating an employment contract with the CEO, it shall be guided by the principle that no additional payments shall be made upon termination beyond those stipulated in the contract. However, under exceptional circumstances, and at the discretion of the Board a separate severance agreement may be established upon the CEO’s departure.
The CEO appoints the Managing Directors within the Group in consultation with the Board of Directors. The same considerations as those outlined in Article 3 shall apply when determining the remuneration of the Managing Director.
In addition to fixed salaries, managers and employees may receive benefits, bonuses, and stock options as outlined below.
5a. Benefits
Employees may be provided with work-related tools and equipment, including mobile phones, computers, home internet connections, and other essential resources that facilitate their job performance.
5b. Stock Options
The Board of Directors may grant managers and employees stock options for company shares under the applicable stock option plan, in accordance with Article 10 of the Income Tax Act No. 90/2003. This plan, approved on November 23, 2016, and confirmed by the CFO, governs the granting of stock options. All stock options awarded to managers and employees shall be disclosed in the company’s annual financial statements, in compliance with applicable regulations. However, the Board of Directors does not guarantee the right of managers and employees to sell their shares in Klappir. The company is strictly prohibited from directly or indirectly granting loans or providing security in connection with the purchase of company shares by senior management or affiliated entities, as stipulated in Paragraph 2 of Article 104 of Act No. 2/1995 on Public Limited Companies.
When determining the remuneration of employees, the managers of individual divisions shall apply the principles outlined in this policy as appropriate.
At the general meeting, the Board of Directors shall present a detailed report on the remuneration of the CEO and board members. This report shall include information on:
The company’s remuneration policy shall be submitted for review at the general meeting each year. It shall be subject to annual review and presented for approval or rejection at the general meeting.
This remuneration policy shall be made publicly available on the company's website.
POL-003: Remuneration Policy
Version: 01
Changed by: Board
Date: 20.09.2019
Changes made in this version 1: Initial version
Version: 02
Changed by: Board
Date: 13.04.2021
Changes made in this version: Revised
Version: 03
Changed by: Board
Date: 15.05.2025
Changes made in this version: