Endorsement by the Board and the CEO
The right to vote in Skeljungur hf. is such that a share of ISK 1 is equal to 1 vote. On 31 October 2017 the Company's share capital was increased by the nominal value of ISK 52 million in order to fulfill stock option agreements, after the increase the total share capital amounts to ISK 2,152 million.
A shareholders' meeting in Skeljungur hf. on 2 November approved an addition to Article 8 of the articles of association, which relates to purchase of own shares and the Board of Directors was also granted authority to purchase shares in the Company for up to 10% of the share capital, until the next annual general meeting. The authorisation to purchase own shares was capped at ISK 700 million at market value. This decision was in line with the Company's policy on capital structure. On 7 November the Board of Directors decided to utilise the aforementioned authorisation in full and execution of the plan started on 8 November. On 31 December 2017 Skeljungur had purchased 75 million shares or around 3.48% of the Company's total share capital. The purchase price of these shares amounted to a total of ISK 531 million which corresponds to 75.84% of the approved maximum authorisation.
The Board of Directors proposes that dividend amounting to ISK 500 million will be paid to shareholders in the year 2018 which corresponds to 43.7% of the year's profit.
The Board of Directors and Management of Skeljungur put great emphasis on the Company adhering to good corporate governance. In the mind of the Board and Management, good corporate governance is a foundation for trust and efficiency and thus strengthens the relationship between all of the Company´s stakeholders. The Company strives to adhere to the Iceland Chamber of Commerce (ICC), SA Business Iceland and Nasdaq Iceland´s Guidelines on Corporate Governance (accessible on ICC´s website www.vi.is). The Board has also established Rules of Procedure that are to a great extent based on the aforementioned guidelines and are among other things meant to define the purview of the Board and the CEO in more detail.
Skeljungur has adhered to the aforementioned guidelines, in addition to other external and internal rules regarding corporate governance. The Board of Skeljungur comprises two women and three men and the Company fulfils legal requirements regarding gender ratios of the Company´s board.
Further information regarding the Board and its corporate governance is in the annex Corporate Governance Statement, which is enclosed with the Financial Statements.
Non-financial information reporting
Skeljungur wants to show responsibility, as a participant in the community. Skeljungur has compiled information necessary to evaluate the Company´s development, scope, status and effects in relation to environmental, social and employee matters, along with the Company´s policy regarding human rights and the Company´s counteractions against corruption and bribery. The information is in an annex enclosed with the Financial Statements.
Statement of the Board of Directors and CEO
The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and additional requirements in Icelandic laws and rules applicable to financial statements of listed companies. To the Board of Directors´ and the CEO´s best knowledge the Consolidated Financial Statements give a fair view of the operating results in the year 2017, its assets and financial position at 31 December 2017 and changes in cash flow in 2017. It is also the opinion of the Board of Directors and the CEO that the Financial Statements give a fair view of the development and progress of the Group's operations and position and that they describe the main risk factors and uncertainty that the Company faces. According to the Board of Directors´ and the CEO´s best knowledge the Consolidated Financial Statements are in accordance with International Financial Reporting Standards as adopted by the EU and additional requirements in Icelandic laws and rules applicable to financial statements of listed companies.