CORPORATE GOVERNANCE STATEMENT 2013 Advania hf. Corporate Governance Statement for the financial year 2013 The framework The guidelines on Corporate Governance issued by the Iceland Chamber of Commerce, NASDAQ OMX Iceland and the Confederation of Icelandic Employers, along with the Company's Articles of Association, and rules for Issuers of Securities listed on the NASDAQ OMX Iceland make up the framework for Advania's Corporate Governance practices. The Company's Articles of Association, Remuneration policy, Equal Opportunities policy, Rules of Procedure for the Board of Directors and the Corporate Governance statement can be found on the Company's website and the guidelines, while the rules for Issuers are on the website of NASDAQ OMX Iceland. The Company complies to the rules mentioned above. No government organization has found the Company to be in breach with any rule or regulation. In February 2014 the Iceland Chamber of Commerce, the Confederation for Icelandic Employers and NASDAQ OMX Iceland granted the Company a recognition for “Exemplary in Corporate Governance”. The aim of the recognition is to increase credibility and transparency of Icelandic companies’ corporate governance with respect to shareholders and interested parties. Values and code of ethics and corporate responsibility The core values of the Advania are passion, agility and competence. The values were chosen by the employees themselves. PASSION refers to the fact that the Company’s employees are proud, love their field of profession and work arduously with their hearts and souls. Advania strives to create an entertaining workplace with good morale, frequent recreational events and good working facilities. AGILITY refers to the service attitude of the employees, who aim to exceed the expectations of the customer with pro-active initiatives and react promptly and speedily to all wishes for service. The employees of Advania always try to find swift solutions to any tasks given to them by co-workers or customers. COMPETENCE refers both to the vast expertise of the employees, many of whom possess decades of experience in the field of information technology, but also the extensive education covering every field from technology, engineering and computing to social sciences, design and business administration and finance. Advania’s slogan is WELCOME TO IT and was also chosen by the members of staff as to reflect the attitudes of the Company towards guests and customers. Guðrúnartún 10 I 105 Reykjavík l Tel +354 440 9000 l [email protected] I www.advania.is Page 1 of 4 CORPORATE GOVERNANCE STATEMENT 2013 The Board of Directors and Executive Committee Board of Directors Finnbogi Jónsson, chairman of the board Finnbogi Jónsson works as a consulting engineer and economist. He holds an MSc degree in Physical Engineering and a BSc degree in Business Administration from the Technical University of Lund, Sweden, from 1978. Finnbogi was the CEO of Framtakssjóður Íslands (the Enterprise Investment Fund) from 2010 to 2012, CEO of New Business Fund in Iceland from 2006 to 2010, Executive Chairman of Samherji Plc from 2000 to 2005, CEO of Iceland Seafood Plc from 1999 to 2000, CEO of Síldarvinnslan Plc from 1986 to 1999, CEO of Industrial Development Company of Akureyri from 1982 to 1986 and Head of Divison in the Ministry for Industry from 1979 to 1982. Finnbogi has been a board member in more than 30 companies in Iceland and abroad. Anna Rún Ingvarsdóttir Anna Rún Ingvarsdóttir is a graduate in Business Administration and works as Chief Financial Officer of Apple VAD in Iceland. Previously she held the same post at Almenna verkfræðistofan hf. from 2008 to 2011 and from 2005 to 2008 at Humac, the operator of the Apple-stores in Scandinavia. She was Operational Manager of Median from 2004 to 2005. Anna was an employee of Strengur hf. from 1996 to 2004, where she was in charge of the service- and advisory department. From 1992 to 1996 she was the Chief Financial Officer at Tölvusamskipti hf. Katarina Burton Katarina Burton runs her own consulting company, Burton Consulting in Stockholm, Sweden and has done so since 2008. She has been a member of the board of Advania Sweden since 2012. She has over 25 years of experience in IT and telecom companies. From 1995 to 2007 she worked at the Swedish telecommunications company Ericsson, and since 1999 she worked in the market area Nordics & Baltics as the VP of marketing and communications and before that as a Key Account Manager. Between 1982 and 1994 she was a manager at Bull, the French IT company. Katarina has a Bachelor’s degree in science and Business Administration from the University of Lund as well as an Ericsson Executive from Columbia Business School in New York. Kristinn Pálmason Kristinn Pálmason works for the Framtakssjóður Íslands (the Enterprise Investment Fund). Kristinn completed an M.Sc. degree in Corporate Finance in 2010 and a B.Sc. in Business Administration in 2003 at the University of Reykjavik. Prior to working for the Enterprise Investment Fund he worked as a project manager at the Vestia ehf. holding company and Landsbanki from 2002 to 2008. At Landsbanki he was a mergers & acquisitions expert and a corporate restructuring consultant at the head office and London office. He has served on the boards of directors of various companies in Iceland. Þór Hauksson, deputy chairman of the Board Þór Hauksson is the CEO of Burðarás hf. He graduated as B.A. in Political Science from the University of Iceland in 1995, M.A. in Political Science and Economy from the University of Hull in 1998 and MBA from Reykjavik University in 2007. Prior to joining Burðarás hf. Þór worked for Framtakssjóður Íslands (The Iceland Enterprise Investment Fund), Skipti, the parent company of Síminn in the field of business development, company investment and merger. From 2001 to 2006 he was an employee of Straumur Investment Bank, specialising in investment and financing. Þór worked at the department of asset management at Kaupþing from 1998 to 2001 and from 1995 to 1997 as an expert at the Ministry of Finance. Guðrúnartún 10 I 105 Reykjavík l Tel +354 440 9000 l [email protected] I www.advania.is Page 2 of 4 CORPORATE GOVERNANCE STATEMENT 2013 Alternate Board Members Hafliði Helgason, Framtakssjóður Íslands (The Iceland Enterprise Investment Fund) Erna Eiríksdóttir, Eimskipafélag Íslands hf. Executive committee Gestur G. Gestsson CEO Gestur G. Gestsson is the CEO of Advania, a position he has held since 2009. Previously, Gestur served as the CEO of Teymi in Iceland. He held the posts of Chief Technology Officer at Vodafone in Iceland for three years and was Director of Sales and Marketing prior to that. Before his time at Vodafone Gestur served as the CEO of Icelandic pioneering ISP Margmiðlun and was marketing manager of interactive gaming company Betware. He has served as Chairman of the Board of top-level domain registry Internet in Iceland and had the same position at Vodafone in the Faroe Islands. Gestur has a degree in Political Science and Economics from the University of Iceland. Mikael Noakson, CEO Advania AB, Sweden Ole Morten Settevik, CEO Advania AS, Norway Board of Directors The Company's Board of Directors exercises the supreme authority in the Company's affairs between shareholders' meetings, and it is entrusted with the task of ensuring that the organisation and activities of the Company's operation are at all times in correct and proper order. The Board of Directors is instructed in the Company's Articles of Association to appoint a CEO for the Company and decide the terms of his or her employment. The Board of Directors and the CEO are responsible for the management of the Company. The Company's Board of Directors must at all times ensure that there is adequate supervision of the Company's accounts and the disposal of its assets and shall adopt working procedures in compliance with the Companies Act. Only the Board of Directors may assign power of procuration on behalf of the Company. The signatures of the majority of the members of the Board are required to bind the Company. The CEO is responsible for the daily operation of the Company and is required in his work to observe the policy and instructions set out by the Company's Board of Directors. Daily operation does not include measures which are unusual or extraordinary. Such measures can only be taken by the CEO with the specific authorization of the Board of Directors, unless it is impossible to await the decision of the Board without seriously disadvantaging the operation of the Company. In such instances, the CEO is required to consult with the Chairman of the Board, if possible, after which the Board of Directors must immediately be notified of the measures. The CEO shall ensure that the accounts and finances of the Company are in conformity with the law and accepted practices and that all assets belonging to the Company are securely safeguarded. The CEO is required to provide members of the Board of Directors and Company auditors with any information pertaining to the operation of the Company which they may request, as required by law. The Company's Board of Directors consists of five members and two alternate members, elected at the Annual General Meeting for a term of one year. Those who intend to stand for election to the Board of Directors must inform the Board in writing of their intention at least five days before the Guðrúnartún 10 I 105 Reykjavík l Tel +354 440 9000 l [email protected] I www.advania.is Page 3 of 4 CORPORATE GOVERNANCE STATEMENT 2013 annual general meeting, or extraordinary shareholders' meeting at which elections is scheduled.