Articles of Association of Veitur ohf.
Company name, domicile and purpose
The company is a public limited company and its name is Veitur ohf.
The domicile of the Company is Bæjarhálsi 1, 110 Reykjavík.
The purpose of the company is to operate fundamental systems such as for the distribution of electricity and hot water supplies, in addition to other activities of a comparable nature.
The share capital of the Company is ISK 4,000,000 The share capital is divided into shares and each share has a nominal value of ISK 1. It is authorised to issue one share for the entire share capital of a shareholder.
The company is not authorised to own shares in itself.
Decisions to raise or reduce the share capital shall be taken at shareholders’ meetings.
The company shall solely be financed through Orkuveita Reykjavíkur sef.
The Board of Directors shall maintain a registry of shares, pursuant to statutory law. It is permissible to have the register in a secure loose-leaf form or electronic form. If shares are issued electronically the receipt from the central securities depository is a valid share registry. The share registry shall be kept at the Company's office and all shareholders and authorities shall have access to it and may acquaint themselves with its contents.
A share registry shall specify the following:
a. The name, ID number and address of the shareholder.
b. The number and amount of shares.
c. Information regarding the voting rights of the shareholder as well as all the paired associates of the public limited company.
d. The date of issue of a share.
The owner is not authorised to transfer or pledge shares in the company as collateral.
The supreme authority in the affairs of the company is in the hands of legitimate shareholders’ meetings.
Shareholders wield their power to decide on company affairs at shareholders' meetings.
Shareholders’ meetings shall be held at the company’s headquarters. With a special approval it is, however, permissible to hold shareholders’ meetings elsewhere, if this is specified in the notice of the meeting.
The board of directors shall convene a shareholders meeting by sending a notification to shareholders by email or fax, unless the shareholder has specifically requested to be notified by letter.
The company's board members, managers and auditors shall at all times be called to a shareholders' meeting, and also representatives of the media to an Annual General Meeting.
Annual General Meetings shall be held no less than once a year, no later than in January and take into account the AGM of Reykjavík Energy (Orkuveitur Reykjavíkur sef.) Annual accounts and auditors' or inspectors' reports shall be submitted at an Annual General Meeting.
At an Annual General Meeting, decisions shall be made regarding:
a. Confirmation of the annual accounts.
b. b. How the company’s profit or loss during the fiscal year shall be handled.
c. Decision on remuneration of the members of the board of the company.
d. A board of directors’ proposal concerning the company’s remuneration policy in accordance with the law.
e. Elections to the board of directors.
f. Election of auditors
g. Any other business.
Representatives of the media are authorised to attend an Annual General Meeting of an Official Public Limited Company. Elected representatives of the owners of Reykjavik Energy (Orkuveita Reykjavíkur sef.) are authorised to attend an Annual General Meeting with the right to submit enquiries in writing.
The board of directors convenes shareholders’ meetings. The notice of the meeting shall be sent at most four weeks in advance and at least with one week's notice, but at least two weeks before an Annual General Meeting. The notice shall state the agenda of the meeting.
The owners of share capital in the company shall have voting rights at shareholders’ meetings. One vote is attached to each share of a value of ISK 1 in the company.
A chairperson will direct a shareholders' meeting. The meeting will elect a chairperson from among the group of shareholders or others.
A chairperson of a meeting shall have a secretary elected to keep a record of minutes. Decisions by a shareholders' meeting shall be entered in the record of minutes. A list of attendees and representatives present shall be entered in the record of minutes or attached thereto. The minutes shall be read aloud at the end of a meeting and comments shall be entered therein, if presented. However, the chairperson of a meeting may request to go over the minutes without them being read out at the meeting. The holders of share capital or their attending representatives, chairperson and secretary shall sign the record of minutes.
At the latest fourteen days after a shareholders' meeting shareholders shall have access to the record of minutes or a certified transcription of minutes at the company's offices. A record of minutes shall be preserved in a secure manner. Representatives of the media shall, at the latest fourteen days following an Annual General Meeting, be allowed access to the minutes of an Annual General Meeting of an official public limited company or a certified transcript of the minutes of an Annual General Meeting at the company's office.
Board of Directors and Executive Director
The company's board of directors shall consist of five members and two substitutes. Three regular board members and three alternates shall be employees of Reykjavik Energy. At least one of the regular board members shall be from the group of Reykjavik Energy executives and shall be the chairperson of the board. The board is elected at the Annual General Meeting for a period of one year. The member of the board of directors shall have the experience and knowledge that befits the responsibility which the seat on the board entails. A majority of the board of directors is binding for the company.
The members of the board of directors shall not be board members or employees of other companies that produce or sell electrical power. Both genders shall be represented on the board of directors.
The CEO shall propose the candidates to be elected to the board at the Annual General Meeting. Before doing so, he/shall shall present a proposal for the composition of the board to the board of directors of Reykjavik Energy.
The company's board of directors deals with the company’s affairs and shall ensure that the company's organization and activities be at all times in correct and appropriate order. The board of directors shall set the company’s policy in accordance with the provisions of Art. 19 of these Articles of Association. The board of directors of the company shall appoint a managing director[BF1] and decide on his or her terms of employment. The company's board and the managing director [BF2] are responsible for the management of the company. The company's board of directors shall ensure that the book-keeping and handling of company funds are sufficiently supervised. The managing director shall ensure that the company's books are kept in accordance with laws and customs and that the company's assets are handled in a secure manner. The board of directors shall establish rules of procedure. The rules of procedure shall be posted on the company’s website. A work plan shall also be made for every operating year.
Only the company's board of directors can grant powers of attorney.
Members of the board of directors and managers shall submit a report to the board on their holdings in companies which may be relevant to their work.
The following decisions are subject to the approval of shareholders’ meetings:
- Decisions which the ownership policy of Reykjavik Energy specifies must have the approval of the owners.
- Decisions relating to new individual obligations, if they amount to more than 5% of the company’s equity according to the most recent annual accounts or interim financial statements.
The board of directors must regularly examine and inform the owners on the state of affairs and implementation of strategies in individual fields.
The CEO oversees the daily operation of the company and shall in that respect follow the policy and instructions which have been laid down by the company's board of directors. Daily operations do not extend to unusual or major arrangements. The CEO can only make such arrangements with a special authorisation from the company's board of directors and/or shareholders’ meetings, pursuant to Article 14, unless it is impossible to await the decisions of the board without considerable inconvenience for the company's operations. In such instances the company's board shall be notified of the arrangement without delay.
The company shall operate according to the certified administrative system in force at Reykjavik Energy at any given time, as applicable.
The board of directors shall establish a comprehensive policy and future vision for the company in accordance with the ownership policy of Reykjavik Energy and define yardsticks for the company’s operations. The policy making of the company shall be consistent with the following policies of Reykjavik Energy in force at any given time:
a. Quality control policy
b. Information security policy
c. Security, health and occupational safety.
d. Environmental and resource policy.
e. Human resources policy.
f. Remuneration policy
g. Code of conduct
h. Procurement policy.
i. Risk policy.
j. Equal Rights Policy
k. IT policy
l. Data protection policy
Accounts and Auditing
The auditors of the company shall be the same as the auditors of Reykjavik Energy.
The Company’s operating and financial year is the calendar year. The board of directors shall have completed the preparation of the annual accounts and submitted them to the auditors no later than 1 month before the Annual General Meeting.
Amendments to the Articles of Association
Decisions to amend these Articles of Association shall only be made at shareholders’ meetings.
Decisions to liquidate the company, when not due to bankruptcy, shall be made at shareholders’ meetings and be subject to the confirmation of the owners of Reykjavik Energy. The shareholders’ meeting shall then request the approval of the Register of Limited Companies to appoint a resolution committee for the company.
These Articles of Association shall be posted on the company’s website. The company’s annual accounts, consolidated accounts and six-month interim financial statement shall also be published on the website.
For issues not specifically covered by these Articles of Association, the provisions of Act no. 2/1995 on Public Limited Companies and the Reykjavik Energy Act as well as others laws and the partnership agreement of Reykjavik Energy shall apply as applicable in each case.
These Articles of Association were amended at the Annual General Meeting on 16 April 2019.