Corporate Governance
Statement of Corporate Governance of Arev Securities hf.
The Board of Directors of Arev Securities confirms in this statement that the company complies with the guidelines on good corporate governance, cf. the 6th edition of the guidelines on corporate governance by the Chamber of Commerce of Iceland, Nasdaq Iceland and the Association of the Icelandic Business Sector, as well as the OECD Principles of Corporate Governance. In accordance with Article 19 of Act No. 161/2002, a financial undertaking must operate in accordance with good business practices and customs on the financial market. Furthermore, the company is required to disclose its corporate governance on its website. The Financial Supervisory Authority supervises the activities of Arev. Further information about the Financial Supervisory Authority, along with an overview of the main laws and regulations applicable to Arev's activities at any given time, can be found on the website of the Central Bank of Iceland. www.sedlabanki.is/fjarmalaeftirlit/.
The board of Arev has compiled a handbook of policies and procedures concerning the company's internal operations, including rules on the prevention of money laundering and the financing of terrorism, as well as measures against conflicts of interest.
The internal audit has been carried out by Enor ehf. in accordance with a service contract and is based on the Act on Financial Undertakings and the Financial Supervisory Authority's guidelines on the operations of the audit department of financial undertakings.
The annual accounts of Arev have been prepared in accordance with the Act on Annual Accounts and the rules on accounting for investment companies, and the appointed auditor is PwC in Iceland.
The Arev Board has established rules on Arev's risk management and risk policy. The purpose of the risk policy is to ensure that Arev's risk management is targeted and effective, as well as to establish transparency regarding Arev's risk-taking at all management levels, from the board to business units and individuals who are directly involved in day-to-day operations and risk-related decision-making. The board of Arev Securities hf. is responsible for the company's risk management, while the Chief Executive Officer is accountable to the board.
The company's social policy is to operate responsibly in all areas and to demonstrate responsible conduct as a participant in the community. This entails the company fully complying with all laws and regulations and being an active participant in strengthening the community, by making and implementing decisions in a manner that is beneficial to society. In implementing its corporate social responsibility, Arev considers the following factors: the company's infrastructure and governance, its staff, the environment, and the community in which we live. The governance policy lays down the main principles for the company's operations, while the human resources policy sets out the matters concerning employees and the company. Regarding environmental matters, the emphasis is on respecting and valuing our environment, and in the policy on social matters, the emphasis is on promoting sustainable development in society. Arev's written ethical standards and corporate social responsibility policy have not been drawn up separately. Legislation on sustainability-related disclosures in financial services and classification systems for sustainable investments, transposing two European Union regulations, has recently come into force. The board of Arev Securities has established a policy for the company's implementation of the rules, taking into account their environmental objectives. The company shall also be guided by the principle of requesting information and verifying whether clients' business activities are eligible under EU regulations, the transparency of their reporting, and whether the activities can be considered environmentally sustainable, in order to ascertain that there is no risk of greenwashing. discuss. Reference should also be made to the United Nations Principles for Responsible Banking, as well as the United Nations Global Goals with a focus on: (5) Gender equality, (8) decent work and economic growth, (10) reduced inequality, (12) responsible consumption and production, and (13) action on climate change.
The board of Arev consists of three board members and two substitutes. The general meeting elects the board and the substitute board for one year at a time. The managing director is appointed by the board. Board meetings are held at least six times a year. The society's last Annual General Meeting was held on 27 March 2026, at which the board was re-elected.
The Board of Directors holds the ultimate authority over the affairs of Arev between shareholders' meetings. The Board has established its own rules of procedure, and in accordance with them, its primary role is to oversee the company's operations and financial position, and to ensure that financial information is accurate and reliable. The Board shall ensure that adequate supervision is maintained over Arev's accounting and the handling of its finances. The company's staff policy provides that the Board shall appoint
The board of directors issues a letter of appointment to the company's managing director and supervises his work. Employees' employment contracts do not include provisions for bonus entitlements. The board also represents Arev before courts and government authorities and decides who is authorised to bind the company.
The Arev Board is to assess the need for the establishment of sub-committees in accordance with the size and scope of the company, as well as the composition of the Board. In the past financial year, the Arev Board did not consider it necessary to establish any sub-committees.
During the last financial year, six board meetings were held in the association. Attendance at all board meetings was 100%. .
The board's rules of procedure can be found on the association's website: http://arev.is.
The board of Arev Securities was re-elected at the company's annual general meeting on 27 March, but on 20 April Gunnar Ármannsson resigned from the board. A shareholders' meeting of Arev then elected Davíð Gunnarsson as a main board member and Hildur Harðardóttir to the reserve board in his place. The board consists of 3 main members and elects a chairman from among its members.
Oskar Gardarsson – Chairman of the board. Since 2014, Óskar has been the managing director of Dögun, a fisheries company with its main operations in Sauðárkrókur. The company specialises in the fishing and processing of prawns. He holds a BSc degree from Lancaster University (1992) and a postgraduate certificate in business studies from Warwick University (2007). Between 2009 and 2013, he worked at SJ1 ehf as director and later managing director. SJ1 provided asset management and advisory services for related parties. Óskar worked as an Investment Manager at Milestone from 2006 to 2009. Óskar was the Finance Director and later one of the Managing Directors of Eskja hf from 2001 to 2006. Óskar has served on the boards of various companies. He was first elected to the board of Arev Securities in May 2017.
Gunnar Ingimundarson – Co-chair. Gunnar graduated with a Cand. Oecon degree from the University of Iceland in 1981. He worked for the Association of Icelandic Industrialists until 1986. That year, Gunnar, along with others, founded the software company Hug hf. and was its managing director until 1999, when it was sold. He held management positions with the new owners and was involved in various mergers between 2000 and 2007. That year, he took on the role of Managing Director of HugarAx, the merged company of Hugar hf. and AX Software House. He held this position until 2009. He then became part of the management team at Skýrr hf (later Advania), where he worked until 2016. Gunnar is currently the Managing Director of Consulting at LS Retail – a manufacturer of software for the retail sector with operations worldwide. First elected to the board of the securities firm Arev in May 2017.
David Gunnarsson Co-chair. Davíð served on the supervisory board of Arev Securities from 2023, before joining the board in 2026. Davíð studied computer science, economics and finance at the University of Iceland and the University of Iowa. He worked at Kaupthing Bank from 2005 to 2008 in the analysis department, proprietary trading, and investor relations. Davíð joined Dohop ehf. in 2009 as Managing Director of Sales and Marketing, and took on the role of Managing Director of Business Development in 2013. He is currently the CEO of Dohop and has led the company since 2015. Davíð also sits on the board of Solid Clouds hf. and was chairman of the Student Union of the University of Iceland from 2009 to 2017.
The deputy members of the board are Magnús Gunnarsson and Hildur Harðardóttir.
Gunnar Ingimundarson is the brother-in-law of the managing director of Arev Securities, and Davíð Gunnarsson is the son of Gunnar Ingimundarson. They are therefore not independent directors of the company in accordance with the guidelines. Hildur Harðardóttir is the sister-in-law of the company's managing director.
The Arev board's performance evaluation is conducted annually. An assessment is made of the success of the board's projects and work over the past year. Consideration is given to strategy, information provision and vision, the board's composition and size, the performance of its members, and that of the Chief Executive. Arev's development is then reviewed, and an assessment is made of whether it is in line with its objectives. Following the annual performance review, the board defines projects in the areas where improvements are needed.
The Managing Director is Jón Scheving Thorsteinsson, who has held the position since July 2016. He founded the company Arev in 1996, providing consultancy in business management. Jón holds a Master's degree in Operations Research from Stanford University and passed the securities trading examination in 2012. The main duties of the Managing Director are to manage the company's day-to-day operations in accordance with the policy and instructions laid down by the Board of Directors, in accordance with section 68, paragraph 1 of the Companies Act. He is responsible for providing information to internal and external auditors. The Managing Director shall ensure that Arev's accounts are kept in accordance with law and custom, and that Arev's assets are managed securely. The Managing Director is responsible for personnel management. He is responsible for providing information to internal and external auditors. He must provide the company's auditors with any information they may request. Furthermore, he is obliged to comply with the instructions of the board.
The company has not been in breach of any laws or regulations during the last financial year.
The chairman of the board manages the board's communications with shareholders. In their duties and decision-making, board members must act in the interests of the company and all shareholders, in accordance with the provisions of the Companies Act No. 2/1995, Act No. 161/2002 on financial undertakings, and the rules and regulations governing the activities of financial undertakings. The board takes a position on proposals and questions from shareholders.
At Arev's annual general meeting, a detailed presentation is also given on the company's activities over the past year, and information on Arev's operations is published in the company's annual report.
This Statement on Corporate Governance was reviewed and approved by the Board of Directors of Arev Securities on 27 May 2026.