The Board’s work is supported by its Committees – the Audit and Compensation Committees. Each Committee’s Chairman and members are appointed by the Board annually.

Audit Committee

The powers and duties of the Audit Committee are determined in the Audit Committee Charter, which is approved by the Board. The Audit Committee is responsible for monitoring the Group’s internal control system and financial reporting process.

To this effect, the Audit Committee is in regular contact with the external auditor to ensure that observations made by the auditor are adhered to. The Audit Committee receives written confirmation from the external auditor as to any relationships which may reasonably be thought to influence its independence. The external auditor also confirms whether it considers itself independent within the meaning of the professional requirements.

This Committee reviews with the external auditor and the Chief Financial Officer (CFO) the effectiveness of the internal control system and financial reporting process. The Committee keeps under review the scope and results of the audit. The Audit Committee, acting with the Board of Directors, is responsible for the selection, evaluation and nomination, when applicable, of an external auditor for shareholder approval.

Members of the Audit Committee are: Panikos J. Katsouris (Chairman), Dion Liveras and Katrín Pétursdóttir.

According to the Guidelines, the Executive Chairman and other employees are not allowed to be members of the Audit Committee, and the majority should be independent. All Audit Committee members must have thorough knowledge of accounting and preparation of financial statements.

Compensation Committee

The powers and duties of the Compensation Committee are determined in the Compensation Committee Charter, which is approved by the Board. The Compensation Committee discharges the Board’s responsibility in matters relating to executive compensation. This work includes administration of the Group’s incentive compensation and equity-based plans.  Executive performance and compensation is evaluated annually.

The Committee prepares an annual report on executive compensation for inclusion in the Company’s Annual Report, in accordance with applicable rules and regulations. The principal responsibility in compensating executives is to co-ordinate the incentives of the executives with actions that will enhance long-term shareholder value.

Members of the Compensation Committee are: Ásgeir Thoroddsen (Chairman), Lýdur Gudmundsson and Antonious P. Yerolemou. According to the Guidelines, employees are not allowed to be members of the Compensation Committee, and the majority of members should be independent.