össur annual report2009 - Euroland

for a term of one year. Board Members elect a Chairman
and vice-Chairman from within their own ranks.
The Board is the supreme authority in the affairs of the
Company between Shareholders’ Meetings.
The Board shall operate in accordance with the
Company’s Articles of Association and the Board’s Rules
of Procedure. The principal duties of the Board are the
following:
⋅ Appoint a CEO and decide on his/her salary and the
terms of employment, establish terms of reference
and supervise his/her work.
⋅ Supervise continuously and precisely all aspects
of the Company's operations and ensure that the
Company's organization and activities are always
in good and proper order. In particular, the Board
of Directors shall ensure adequate supervision of
the accounts and disposal of the Company’s financial
assets and at least once a year confirm the
Company’s operating plan and budget.
⋅ Establish goals for the Company in accordance with
the Company’s objectives pursuant to the Articles of
Association and formulate the policy and strategy
required to achieve these goals.
The presence of a majority of Board Members at Board
Meetings constitutes a quorum. Important decisions,
however, may not be taken unless all Board Members
have had the opportunity to discuss the matter, if possible.
All matters brought before the Board shall be
decided by a simple majority. In the event of an equality
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34
of votes, the Chairman of the Board shall cast the deciding
vote.
audit coMMittee
The Audit Committee is composed of all the Board
Members.
The Audit Committee is only acting as an advisor to
the Board and has no authority to take any decision on
behalf of the Board.
The Audit Committee shall operate in accordance with
its Rules of Procedure. The principal duty of the Audit
Committee is to ensure the quality of the Company’s
Consolidated Financial Statements and other financial
information and the independence of the Company’s
Auditors.
reMuneration coMMittee
The Remuneration Committee is composed of three
Board Members: Niels Jacobsen, Þórður Magnússon
and Svafa Grönfeldt.
The Remuneration Committee is only acting as an advisor
to the Board and has no authority to take any decision
on behalf of the Board.
The Remuneration Committee shall operate in accordance
with its Rules of Procedure. The principal duty of
the Remuneration Committee is to establish and review
the Remuneration Policy for the Company.
eXecutive ManageMent
The Executive Management is composed of the CEO and
five other members.
Jón Sigurðsson, President & CEO, is responsible for the
day-to-day operation of the Company. Further information
on the CEO and his duties can be found in item 12.
Other Members of the Executive Management:
⋅ Egill Jónsson, vice President of Manufacturing and
Operations.
⋅ Hilmar Bragi Janusson, vice President of Research
and Development.
⋅ Hjörleifur Pálsson, CFO.
⋅ Mahesh Mansukhani, President of Össur Americas.
⋅ Ólafur Gylfason, Managing Director of Össur EMEA.
The Executive Management generally holds meetings
once a week.
6. arrangeMent of the appointMent of
sub-coMMittee MeMbers
Sub-committee members are appointed by the Board of
Directors for a term of one year.
The Audit Committee is composed of all the Board
Members, unless the Board of Directors decides otherwise.
The majority of the Audit Committee shall be independent
of the Company, the Executive Management
and the Company’s Auditor. At least one member shall
be independent of major shareholders. The Members
of the Audit Committee shall possess the knowledge
and expertise needed to perform the tasks of the Audit
Committee. At least one member shall have solid knowledge
and experience in the field of financial statements
or auditing.