Statement of the Board
Nordural is owned by a foreign parent company Century Aluminum. The foreign ownership shapes to a certain extent the corporate governance of the Company. The parent company has issued internal corporate governance guidelines accessible on the parent company’s website which applies to Nordural. Century Aluminum is a publicly traded company listed on the NASDAQ Stock Exchange (NASDAQ) under the symbol “CENX” and as such, it must adhere to strict rules on corporate governance in connection therewith as evidenced by its internal corporate governance guidelines. Nordural in term follows these internal corporate guidelines and all applicable mandatory Icelandic laws and regulations relating to corporate governance of Nordural.
Laws, rules and regulations
The following are some of the most important laws applicable to Nordural´s operations:
- Act on Annual Accounts
- Act on Private Limited Companies
- Act on Pollution Prevention
- The Competition Law
- Act on Data Protection and the Processing of Personal Data
- Act on Measures against Money Laundering and Terrorist Financing
- The above mentioned laws are accessible on www.althingi.is.
The Company furthermore operates in accordance with an operating licence accessible on www.ust.is.
Internal controls and risk management
The Board of Directors holds the ultimate responsibility for an effective internal control system. The management of Nordural is responsible for implementing and maintaining adequate internal controls.
The internal control system is designed with the purpose of providing reasonable assurance that financial reporting is in accordance with accepted accounting standards. The management of Nordural assess the effectiveness of the internal control system which is based on “Internal Control – Integrated Framework” issued by COSO and on Sarbanes Oxley Act from 2002 for listed US companies as part of consolidated Financial Statements of Century Aluminum. The design and effectiveness of the internal control system has been audited by Deloitte.
An effective risk management framework has been implemented and Nordural has defined its major risks as: Business risk, financial risk, operational risk and environmental risk. The Board of Directors and Nordural´s management regularly receive risk reports addressing the major risks Nordural is exposed to.
The Board´s major objective with regard to an effective internal control and risk management system is to contribute to Nordural reaching its goals concerning its purpose, obligations, earnings, reliability of financial information and compliance with laws, rules and regulations.
Nordural has not appointed a compliance officer but there is a compliance department in the parent company. Internal audit is supervised by Century Internal Audit Department additionally to be outsourced to EY and conducted yearly on a consolidated basis.
Sustainability and ethical standards
Nordural emphasizes that its operations are in cohesion with the environment. Nordural constantly strives towards minimizing its effects on the environment and the responsible usage of energy and raw materials. Nordural contributes to increased environmental awareness and the involvement of its employees in reformations. Nordural is in compliance with all requirements stipulated in its operating licence, laws and rules regarding environmental issues.
A Code of Ethics is accessible on the website of Nordural.
Composition and activities of the Board of Directors
The Board of Directors holds supreme authority in Nordural´s matters between shareholders´ meetings.
The Board of Directors shall ensure that Nordural´s organization and operations are in a good state. The Board shall also promote the development and long-term performance of Nordural and monitor its daily operations.
The Board is composed of four individuals, two males and two females. None of the board members is considered independent of Nordural or the shareholder since they are all employees of the group.
Formal rules of procedures have not been established for the Board of Directors but will be will be prepare and approve by the Board in 2021.
The Board of Directors is composed of the following individuals:
John DeZee, Chairman of the Board, is born in 1963 and lives in the United States. Ha has B.A. from Whitman College and his J.D. from the University of California at Berkeley Law School. He joined Century in 2008 as Associate General Counsel. After taking on roles of increasing responsibility, he was promoted to Executive Vice President, General Counsel and Secretary in May 2021. John DeZee started his legal career at Paul Hastings in Los Angeles and served as in-house counsel at James Hardie Building Products just prior to joining Century. He was elected to the Board of Nordural during the May 2021 board meetings.
Gunnar Guðlaugsson, Director, is born in 1960. He has a Master´s degree in electrical engineering, Diploma in business and operations and a journeyman´s examination in electrical trades. He is the Executive Vice President of Global Operations and Managing Director of Norðurál since 2021. He was the manging director of Norðurál Grundartangi from 2009, the managing director of Norðurál Helguvík from 2008, the managing director for various departments of ISAL from 2000 and an engineer at ISAL from 2008. He has done various engineering work since 1994. He has been a board member of Klafi since 2018 and Samál from 2019. He has also been a board member of boards in NA companies.
Michell Harrison, Director, is born in 1975. She is a graduate of the University of California at Santa Barbara and a Certified Public Accountant. She joined Century in 2000. She was promoted to Vice President and Treasurer in 2007 and to Senior Vice President, Finance and Treasurer in March 2014. Prior to joining Century she worked as an auditor for Deloitte & Touche.
Sigrún Helgadóttir, Director, is born in 1968. She has a Cand.oecon. degree in business from the University of Iceland and an MBA degree from the Norwegian School of Management (BI). She has been the managing director of Norðurál plant at Grundartangi from 2021, but previously as a managing director of HR and Procurement. Previously, she was an employee of Kaupþing, the Stock Exchange in Osló and the Icelandic Stock Exchange (now Nasdaq Iceland).
The Board of Directors held a total of 4 board meetings in 2020. The meetings were attended by all board members, the Manager of Finance, and a representative of Century Legal Department and Company‘s Legal Counsel. Foreign board members and the representative of Century Legal Department attended the meetings through phone. The Board of Directors has not performed a performance assessment of its work and procedures.
Sub-committees of the Board of Directors
The Board of Directors has not established sub-committees but plans to appoint an audit committee in 2021.
The Managing Director carries out the daily operations of Nordural in accordance with the policies and instructions of the Board of Directors. The Managing Director shall, among other things, regularly provide the Board of Directors with accurate information on the Nordural´s finances, structure, development and operations. The Managing Director shall at all times conduct his/her work with integrity and Nordural´s interests at the forefront.
Gunnar Guðlaugsson is the Managing Director of Norðurál Grundartangi.
Communication with the shareholder
The Board of Directors is responsible for communication with and providing information to the shareholder.
Communication with the shareholder takes place at the Annual General Meeting, other shareholders´ meetings and specific information meetings as needed.
The Board of Directors shall receive information regarding all questions and propositions from the shareholder and supervise Nordural’s reactions to them.
Information on infringements of laws and regulations that the appropriate supervisory or ruling body has determined
Nordural was not subject to sentences by the courts of fines from relevant public authorities in 2020.