The board of Business Iceland's rules and procedures

1.      Scope and objective

1.1.    The objective of these rules is to define the division of labor for Business Iceland's board of directors, its other duties, and communication, i.e., to prevent conflicts of interest and promote impartiality in the handling and processing of cases.

1.2.    These rules of procedure are set with reference to the corporate governance guidelines issued by the Icelandic chamber of commerce. These rules are not an exhaustive list of the topics they cover, but laws and regulations complement them as applicable. The board's rules and procedures are published on Business Iceland's website.

1.3.    All board members receive a copy of the rules and procedures at the first board meeting when they take a seat on the board, along with a copy of Business Iceland's law, charter, and code of conduct. New board members also receive a presentation on Business Iceland's activities and operations in connection with the commencement of their board duties.

1.4.    The board's rules and procedures should generally be reviewed and presented at the first meeting of a new board. Board members approve the rules of procedure with their signature. The majority of the board can approve amendments to the rules of procedure at a legally convened board meeting, provided that this has been mentioned in the meeting notice.

2.      Appointment of the board and division of tasks

2.1.    The board's most senior member shall chair meetings until the board has elected its chairman, in which case the chairman shall take over. The chairman of the board and the vice-chairman shall be elected from among the board members at the first meeting of the newly appointed board by a simple majority of the board members' votes. In case of a tie vote, the chairman will issue the deciding vote.

2.2.    Meetings shall be chaired by the vice-chairman in the chairman's absence. If the vice-chairman is unavailable, the meeting will be chaired by the person who has been on the board the longest. If more than one person has been on the board for the same length of time, the person who is the oldest in years shall chair the meeting.

3.      Role of the board

3.1.    The main duties of the board of Business Iceland are to plan and decide Business Iceland's projects in accordance with the objectives of the institute, to approve the annual work schedule and budget of the agency, and to supervise its implementation. The board determines the strategy for the activities of Business Ireland in order to achieve the set objectives.

3.2.    The board decides Business Iceland's tariff.

3.3.    The board is responsible for engaging the managing director and deciding their terms of employment. The board approves the managing director's job description, supervises their work, and dismisses them. The board shall conclude a written employment contract with the managing director where the wages and terms of employment are defined. The board can assign its chairman to manage contract negotiations with the managing director about wages and other terms.

3.4.    The Board shall continuously and closely monitor the operations of Business Iceland to ensure that its organization and operation are in correct and appropriate order at all times, including accounting and the handling of the agency's funds. The board conducts a performance review of its work, the professional councils, and the managing director.

3.5.    The board shall make decisions on all unusual or major matters. The board may grant the managing director authority to process such cases, and furthermore, the managing director may process such cases if the nature of the case is such that it is not possible to wait for the board's decision without a significant detriment to the activities of Business Iceland. The managing director must immediately notify the board chairman of such a process. The board thus makes decisions on the organizational chart of Business Iceland, significant changes to its activities, the location of the activities, and other decisions considered in Article 3 of these rules or considered unusual and/or major. The majority of the board of directors signs for the company. The signatures of a majority of the board members shall therefore oblige Business Iceland.

3.6.    The board of directors is responsible for preparing the financial statement for each financial year in cooperation with the managing director. The board of directors and managing director approve the annual financial statement. If a board member or the managing director believes that the annual financial statement should not be approved or if they have objections, they shall give an account of such in their report.

3.7.    The board of directors is responsible for the annual financial statement being presented at the annual general meeting of Business Iceland and for it to be available on the agency's website.

3.9.    The annual general meeting elects Business Iceland's auditor. The board and the managing director must give the auditor access to all relevant information and data so that they are able to give their opinion on the financial statement. The auditor must alert the board if they notice weaknesses in the agency's accounting and internal controls. Auditors are under obligation to attend board meetings when the annual financial statement is on the agenda. The chairman of the board may also request the auditor's attendance at other board meetings.

3.10. The board of directors establishes a work schedule in which the organization of the board's work for the working year is stated. It states the scale of regular information provision to the board and when it occurs.

4.      Duties of the chairman of the board

4.1.    The board's chairman is the board's spokesperson and represents the board in the agency's affairs unless the board decides otherwise. The chairman acts externally on behalf of the agency, along with the managing director, in accordance with the agency's traditions and the nature of the case. Board members, other than the chairman, shall not address the media or the general public regarding the affairs of the agency except with the chairman's permission.

4.2.    If the chairman is absent, the vice-chairman takes over their duties. If the vice-chairman is unavailable, the meeting will be chaired by the person who has been on the board the longest. If more than one person has been on the board for the same length of time, the person who is the oldest in years shall chair the meeting.

4.3.    The chairman of the board is responsible for ensuring that the board of directors fulfills its role in an effective and organized manner.

4.4.    The chairman of the board represents the board with respect to the managing director.

4.5.    The chairman of the board convenes board meetings but is allowed to delegate that task to the managing director.

4.6.    The chairman of the board prepares the meeting agenda in collaboration with the managing director and ensures that it is sent to the board members in time for the board meeting. The chairman of the board accepts a board member's request to include an issue on the agenda of the board meeting as long as the request is received in time before the agenda is sent to the board members.

4.7.   The chairman of the board ensures that the board's rules of procedure are revised and updated annually.

4.8.    The chairman of the board ensures that the board's rules of procedure are revised and updated annually.

4.9.    The chairman of the board ensures that the board members receive clear information and data they need to perform their duties.

4.10. The chairman of the board ensures that new board members receive the information and guidance on the board's practices and the agency's issues that they need to be able to carry out their work, i.e., regarding policy, goals, activities, and finances.

The chairman of the board ensures that the board evaluates its work annually and that the work of the professions councils (fagráð) and managing director is evaluated.

5.      Roles, rights, duties, and eligibility of board members

5.1.    Board members are bound by a duty of confidentiality regarding whatsoever they become aware of in their work and which requires secrecy according to the law or the nature of the case unless the board decides to make the information public or this results from the provisions of the law or the rules of Business Iceland. The obligation of confidentiality shall remain even after employment ceases.

5.2.    In cases of particularly sensitive issues or matters related to the great interests of individuals or companies, which should be considered to be known only to a very few people, the chairman or managing director can decide that such cases are marked as "confidential matters" or "absolute confidentiality" before they are submitted to a board meeting. Cases marked as "confidential" shall not be discussed with anyone other than board members and parties to the case. If a case is marked with "absolute confidentiality," the board members do not take the documents presented in the case at board meetings with them or discuss the case with anyone other than the parties to the case. A simple majority of the board can always decide that cases marked in this way should nevertheless be subject to general proceedings.

5.3.    A Board member is bound by their convictions, laws, rules, and standards of good governance in performing their duties and not by the instructions of those who nominated and/or appointed them to the position. Board members must familiarize themselves with the laws, regulations, and general standards of good governance related to the board's work.

5.4.    Board members have access to Business Iceland's data concerning the board's work. They have access to data submitted to board meetings. According to this article, the managing director ensures that the board members have access to data. The board members must keep data about the activities of Business Iceland and the work of the board to which they have access in a secure manner.

5.5.    Provision of information to the board takes place in board meetings. However, data and other information may be shared with the board between meetings, but it must always be recorded in the minutes at the next board meeting, and the data or information in question preserved with the records of that meeting. Board members have access to all data about the agency that is necessary for them to perform their management and control duties. If a Board member requests specific data, e.g., about the operations and activities of Business Iceland, it must then also be delivered to other board members. Such requests must be presented at a board meeting.

5.6.   Board members' inquiries about individual customers or partners of Business Iceland should only be addressed to the board of directors of Business Iceland. Such inquiries must be presented to all board members and recorded in the meeting minutes.

5.7. Similarly, providing information to board members about individual clients or partners of Business Iceland can only be done through the board, and board members are not permitted to contact employees to obtain information. If an employee receives such a request from a board member, they must inform the managing director and entrust them with the task.

5.8.    The board of directors of Business Iceland shall not participate in decisions about individual transactions of Business Iceland unless their scope is significantly based on the finances and size of Business Iceland or unless the internal organization of Business Iceland stipulates the involvement of the board. Individual board members may not be involved or intervene in decisions on individual transactions.

5.9.   Stakeholder interests

5.9.1. Board members, the managing director, and directors must report to the board about their ownership in companies or other interests if there are interests that are relevant to their work for Business Iceland.

5.9.2. No board member may take part in handling matters that concern themselves or their close relatives. They may also not take part in the discussion or processing of matters concerning parties with whom they have close financial relations or they or parties related to them. The board decides on the eligibility of a board member.

5.9.3. The board must approve all agreements that the managing director makes with individual board members or parties related to a board member pursuant to Article 5.9.1.

5.10. Board members, whether on their own behalf or on behalf of others, undertake to refrain from taking advantage of knowledge or ideas to which they have access in their work for the agency. This applies both to information that has been processed by Business Iceland itself and possibly external information.

5.11. Board members shall not take on tasks for Business Iceland other than those considered a normal part of their duties as Board members unless the board assigns individual tasks to the board member for processing.

5.12   Board members must ensure that they always meet the applicable eligibility criteria. The general eligibility and evaluation the eligibility of the board and board members is pursuant to the rules for evaluation of eligibility, reputational risk, and conflicts of interest of board members and key managers.

6.      Convening meetings

6.1.    Board meetings must be held as often as necessary and generally at least once a month. Board meetings should generally be held at the office of Business Iceland.

6.2.    The Chairman of the board or the managing director, on their behalf, convenes a meeting with at least a week's notice. If a matter is urgent, a meeting can be convened with shorter notice.

6.3.    The chairman shall be obliged to call a board meeting at the request of any of the board members, the auditor, or the managing director.

6.4.    Board meetings should be convened via e-mail. Meeting documents are sent or made available to board members with reasonable notice before the scheduled meeting.

6.5.    If a board member cannot attend a meeting, they must report their absence. The chairman of the board decides whether to call an alternate for the board member, but alternates should generally not be called to meetings unless significant absences are foreseeable.

6.6.    The board may decide that board meetings may be held with the help of electronic media such as computers, electronic communication equipment, or other similar means. However, a board meeting shall generally be held in the traditional manner if the managing director or board member so requests.

6.7.    The managing director attends board meetings and has the right to debate and submit proposals unless the board decides otherwise in individual instances. The chairman of the board may decide that other employees of Business Iceland, its auditor, or other parties attend a board meeting while a specific matter is being discussed.

6.8.    The managing director writes the minutes of board meetings but is permitted to assign to another employee of the agency the writing of the minutes.

6.9.    Board activities should, as a rule, be carried out in board meetings. In the event of communications between board members and/or between board members and the managing director or other managers or employees of Business Iceland outside board meetings, the board must be informed of such event at the beginning of the next board meeting if such communication relates to Business Iceland and its activities.

7.      Validity of resolutions

7.1.    The Board does not have a quorum unless all board members have received a meeting invitation. The board cannot pass resolutions unless at least four board members attend the meeting.

7.2.    The chairman of the board chairs meetings.

7.3.    A simple majority decides. In case of a tie vote, the chairman willl have the deciding vote.

7.4.    If a board member requests a postponement of the processing of a case, the general rule shall apply that the processing of a case will be postponed until the next meeting.

7.5.    The board may ask one or more board members to look into specific matters and prepare information for discussion at the next board meeting.

7.6.    If the chairman of the board considers the matter urgent and cannot wait for the next board meeting due to special circumstances, they may decide to convene a conference call or to present the matter to the board members in writing, e.g., by e-mail, or by telephone and to hold a vote among the board members in writing or by telephone. A decision taken in this way shall be recorded in the minutes of the next board meeting.

7.7     The board shall not pass resolutions on matters other than those directly related to the operation of the agency, its policy, and status.

8.      Minutes

8.1.    The chairman of the board shall ensure the maintenance of minutes concerning anything that happens during board meetings and the board's decisions. Following a board meeting, the secretary must draw up minutes of what takes place at the board meetings, and the minutes must be sent to the board members for review in electronic form as soon as possible.  

8.2.    A board member, or the managing director, who does not agree with a decision by the board is entitled to have their dissenting opinion entered in the minutes.

8.3.    The minutes are to be presented for approval and signed by those attending the meeting and the secretary during the next board meeting. Meeting minutes may be sent for electronic signature following board meetings; if they are signed without comments, they are considered approved.  

8.4.    The minutes of the board's meetings are stored on a special website that is accessible to board members and the managing director.

9.      Managing director

9.1.    The managing director manages the day-to-day management of Business Iceland on behalf of the board and must follow the policy determined by the board. The board approves the job description of the managing director, which lays down their duties and responsibilities. The managing director has decision-making authority in all matters of Business Iceland in accordance with the policy and goals of the board. The managing director's decision-making authority covers all matters that are not delegated to others according to laws or bylaws of the board and these rules. The decision-making authority does not cover unusual and/or major decisions.

9.2.    The managing director ensures that the operation and handling of Business Iceland's assets are in accordance with laws, regulations, good business practices, policy, and the board's bylaws.

9.3.    At each board meeting, the managing director shall give a brief account of the activities of Business Iceland since the last meeting and submit to the board an overview of operations since the last board meeting. The board has the right to request an additional report if it deems it necessary.

10.    Entry into force and amendments to these rules

10.1. These Rules enter into force once they have been signed by the board. These rules may be amended by a simple majority vote of the board. The parties who are current board members on adopting these rules of procedure must sign the original copy of the rules. The same applies to subsequent amendments to the rules; board members who are members of the board must sign the amended rules. New board members must sign the original copy of the rules of procedure to confirm that they have familiarised themselves with them. Signing may be done electronically.

10.2. The responsibilities, powers, and work of the board of directors shall be governed, in respects other than provided for in these rules of procedure, by the act on Business Iceland, the act on annual financial statements, and other general acts of law, regulations and Business Iceland's internal rules.

These rules of procedure were approved at the board of Business Iceland meeting held on 9 March 2015.

Revision was approved at the board of Business Iceland meeting held on 17 August 2022.