Iceland Seafood International hf.
Consolidated Financial Statements
for the year ending 31 December 2022
Iceland Seafood International hf.
Köllunarklettsvegur 2
104 Reykjavík
Iceland
TIN 611088-1329
Contents
Page
Independent Auditor's Report of the Consolidated Financial Statements .......................................................
2-5
Statement and Endorsement by the Board of Directors and the CEO ............................................................. 6-8
Consolidated Income Statement ......................................................................................................................
9
Consolidated Statement of Comprehensive Income ........................................................................................
10
Consolidated Balance Sheet ............................................................................................................................. 11
Consolidated Statement of Changes in Equity ................................................................................................. 12
Consolidated Statement of Cash Flows ............................................................................................................ 13
Notes to the Consolidated Financial Statements ............................................................................................. 14-44
Appendices (unaudited)
Quarterly Statements .......................................................................................................................................
45
Non-financial information ................................................................................................................................ 46-49
Corporate Governance Statement ................................................................................................................... 50-58
Company Information
Name Iceland Seafood International hf.
TIN 611088-1329
BOD Liv Bergþórsdóttir, Chairman
Bergþór Baldvinsson, Board Member
Halldór Leifsson, Board Member
Ingunn Agnes Kro, Board Member
Jakob Valgeir Flosason, Board Member
Gunnlaugur Karl Hreinsson, Alternate Board Member
CEO Bjarni Ármannsson
Address Köllunarklettsvegur 2
Iceland
Web www.icelandseafood.com
Lawyers Lex ehf
Borgartúni 26
105 Reykjavík
Iceland
www.lex.is
Auditors Deloitte ehf.
Smáratorgi 3
201 Kópavogur
Iceland
www.deloitte.is
Reporting currency Euro (EUR)
Iceland Seafood International hf.
1
Financial Statements 2022 - Audited
Independent Auditor's Report
of the Consolidated Financial Statements
To the Board of Directors and shareholders of Iceland Seafood International hf.
Opinion
Basis for opinion
Key audit matters
Valuation of goodwill
How our audit addressed the key audit matter
We have audited the Consolidated Financial Statements of Iceland Seafood International hf. for the year ended 31
December 2022 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive
Income, the Consolidated Balance Sheet, the Consolidated Statement of Changes in Equity, the Consolidated
Statement of Cash Flows for the year then ended and the Notes to the Consolidated Financial Statements, including
a summary of significant accounting policies.
In our opinion, the accompanying Consolidated Financial Statements give a true and fair view of the consolidated
financial position of Iceland Seafood International hf. as at 31 December 2022 and its consolidated financial
performance and its consolidated cash flows for the year then ended in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the EU and additional requirements in the Icelandic Financial Statement
Act.
Our opinion in this report on the Consolidated Financial Statements is consistent with the content of the additional
report that has been submitted to the parent company´s audit committee in accordance with the EU Audit
Regulation 537/2014 Article 11.
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements section of our report. We are independent of Iceland Seafood International hf. in accordance with the
International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code)
together with the ethical requirements that are relevant to our audit of the financial statements in Iceland, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. This
includes that, based on the best of our knowledge and belief, no prohibited services referred to in the EU Audit
Regulation 537/2014 Article 5.1 has been provided to the audited company or, where applicable, its parent company
or its controlled companies within the EU. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the Consolidated Financial Statements of the current period. These matters were addressed in the context of our
audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Book value of goodwill at year-end amount
to EUR 56.2 million (2021: 57.9 million).
In order to address this key audit matter, we audited the
assumptions used in the impairment model for goodwill. As part
of our work, we engaged our internal specialists to assist with:
▪ Critically evaluating whether the model used by management to
calculate the value in use of the individual Cash Generating Units
complies with the requirements of IAS 36 Impairment of Assets.
▪ Validating the assumptions used to calculate the discount rates
and recalculating these rates.
▪ Considering the projected future cash flows, understanding
variances between the forecast and actual results for the year
ended 31 December 2022 and comparing the forecast growth
The management consider that each
geographical segment constitutes its own
cash generating unit (‘CGU’). The key
assumptions applied by the managements
in the impairment reviews are: segment
specific discount rates, future revenue
growth and expected future margins.
Determining whether the carrying value of
goodwill is recoverable requires
Iceland Seafood International hf. 2 Financial Statements 2022 - Audited
Independent Auditor's Report
of the Consolidated Financial Statements
Other information
Responsibilities of the Board of Directors and the CEO for the Consolidated Financial Statements
The Board of Directors and the CEO are responsible for the preparation and fair presentation of the Consolidated
Financial Statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU
and additional requirements in the Icelandic Financial Statement Act, and for such internal control as the Board of
Directors and the CEO determines is necessary to enable the preparation of Consolidated Financial Statements that
are free from material misstatement, whether due to fraud or error.
In preparing the Consolidated Financial Statements, the Board of Directors and the CEO are responsible for assessing
Iceland Seafood International hf.’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the Board of Directors and the CEO either
intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors and the CEO are responsible for the other information. The other information comprises the
Statement and Endorsement by the Board of Directors and the CEO and the unaudited appendices to the
Consolidated Financial Statements.
Our opinion on the Consolidated Financial Statements does not cover the other information and we do not express
any form of assurance conclusion thereon, except the confirmation regarding Statement and Endorsement by the
Board of Directors and the CEO as stated below.
In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
In accordance with Paragraph 2 article 104 of the Icelandic Financial Statement Act no. 3/2006, we confirm to the
best of our knowledge that the accompanying Statement and Endorsement by the Board of Directors and CEO
includes all information required by the Icelandic Financial Statement Act that is not disclosed elsewhere in the
Consolidated Financial Statements.
trends to historic trends.
▪ Evaluating the appropriateness of the sensitivity analysis applied
by management to the impairment testing model including
considering whether the scenarios reasonably represent possible
changes in key assumptions.
▪ Performing further sensitivity analysis based on recent trading
activity and our understanding of the future prospects to identify
whether these scenarios could give rise to further impairment;
and
Analysing the future projected cash flows used in the models to
determine whether they are reasonable and supportable given the
current macroeconomic climate and expected future performance
of the CGU’s).
We also reviewed the disclosures presented in note 11 to the
Consolidated Financial Statements to confirm compliance with the
requirements within IAS 36.
Due to the relative sensitivity of certain
inputs to the impairment testing process, in
particular the future cash flows of the CGUs
noted above, the valuation of goodwill is
considered a key audit matter.
management to make significant estimates
regarding the future cash flows, discount
rates and long-term growth rates based on
management’s view of future business
prospects.
Iceland Seafood International hf. 3 Financial Statements 2022 - Audited
Independent Auditor's Report
of the Consolidated Financial Statements
Auditor’s responsibilities for the audit of the Consolidated Financial Statements
We communicate with the Board of Directors and the Audit Committee regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the Board of Directors and the Audit Committee with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors and the Audit Committee, we determine those matters
that were of most significance in the audit of the Consolidated Financial Statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not
be communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism
throughout the audit. We also:
▪ Identify and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
▪ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Iceland
Seafood International hf.'s internal control.
▪ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
▪ Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated
Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
▪ Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the Consolidated Financial Statements represent the underlying transactions and events in
a manner that achieves fair presentation.
▪ Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the consolidated and separate financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
Iceland Seafood International hf. 4 Financial Statements 2022 - Audited
Independent Auditor's Report
of the Consolidated Financial Statements
Report on other legal and regulatory requirements
Report on European single electronic format (ESEF Regulation)
Kópavogur, 22 February 2023
Deloitte ehf.
Ingvi Björn Bergmann
State Authorised Public Accountant
In addition to our work as the auditors of Iceland Seafood International hf., Deloitte has provided the firm with
permitted additional services such as review of interim financial statements, other assurance engagements and
consultation on tax matters. Deloitte has in place internal procedures in order to ensure its independence before
acceptance of additional services. The audit committee also evaluates the independence of the company’s auditors
on yearly basis in order to ensure their independence and objectivity.
Deloitte was appointed auditor of Iceland Seafood International hf. by the Annual General Meeting of shareholders
on 17 March 2022. Deloitte have been elected since the Annual General Meeting 1999.
As part of our audit of the consolidated financial statements of Iceland Seafood International hf. we performed
procedures to be able to issue an opinion on whether the consolidated financial statements of Iceland Seafood
International hf. for the year 2022 with the file name "254900CJS0OI5B8GO668-2022-12-31-en" is prepared, in all
material respects, in compliance with laws no. 20/2021 disclosure obligation of issuers of securities and the obligation
to flag relating torequirements regarding European single electronic format regulation EU 2019/815 which include
requirements related to the preparation of the consolidated financial statements in XHTML format and iXBRL
markup.
Management is responsible for preparing the consolidated financial statements in compliance with laws no. 20/2021
disclosure obligation of issuers of securities and the obligation to flag. This responsibility includes preparing the
consolidated financial statements in a XHTML format in accordance to EU regulation 2019/815 on the European
single electronic format (ESEF regulation).
Our responsibility is to obtain reasonable assurance, based on evidence that we have obtained, on whether the
consolidated financial statements is prepared in all material respects, in compliance with the ESEF Regulation, and to
issue a report that includes our opinion. The nature, timing and extent of procedures selected depend on the
auditor's judgement, including the assessment of the risks of material departures from the requirement set out in the
ESEF regulation, whether due to fraud or error.
In our opinion, the consolidated financial statements for the year ended 31.12.2022, with the file name
"254900CJS0OI5B8GO668-2022-12-31-en", has been prepared, in all material respects, in compliance with the ESEF
Regulation.
Iceland Seafood International hf. 5 Financial Statements 2022 - Audited
Statement and Endorsement
by the Board of Directors and the CEO
Statement
The Company
Operations for the year
It is the opinion of the Board of Directors and the CEO of Iceland Seafood International hf. (the Company), that these
Consolidated Financial Statements present the necessary information to evaluate the financial position of the
Company at year end, the operating results for the year and financial developments during the year 2022.
The Consolidated Financial Statements are prepared in accordance with International Financial Reporting Standards
(IFRS) as adopted by the European Union and additional disclosure requirements in the Icelandic Act no. 3/2006 on
Financial Statements.
The Company is a holding company for a Group of subsidiaries that are leading suppliers of North Atlantic seafood
and are among the largest exporters of seafood from Iceland. The Group is headquartered in Iceland and has
subsidiaries in the United Kingdom, Ireland, Spain, Argentina, Iceland, France and Germany.
The Group operates across three divisions, Value Added Southern Europe, Value Added Northern Europe and Sales &
Distribution Division which has offices in Iceland, France and Germany. The Value Added Divisions have processing
factories and coldstores in their respective regions with Southern Europe also having a satellite facility in Argentina.
Total sales from continuing operation in the year 2022 of EUR 420.8 million were 11% above prior year. The higher
sales were driven by price increases in the period, whilst sold volume reduced slightly from last year. Sales of both
Value Added Southern Europe and S&D divisions were significantly ahead of last year, whilst sales of Value Added
Northern Europe were in line with prior year. Sales were high in the first three quarters of the year. Difficult economic
conditions in key markets affected sales negatively in Q4, where high inflation and decreasing consumers purchasing
power impacted demand.
Furthermore, in our opinion the Consolidated Financial Statements and the Statement and Endorsement of the Board
of Directors and the CEO give a fair view of the development and performance of the Group's operations and its
position and describe the principal risks and uncertainties faced by the Group.
After taking into account loss from discontinued operation (Iceland Seafood UK) of EUR 18.2 million, other significant
items of EUR 0.1 million and income tax of EUR 4.1 million the resultant net loss for the period of EUR 9.9 million was
EUR 18.7 million below previous year.
On November 17th, ISI announced its intention to exit the UK market from a value-added perspective. During
December 2022, two LOI’s were signed with prospective buyers to sell the business, but neither negotiation turned
out to be successful. The board of Iceland Seafood remains interested to support further consolidation of the UK
business at the right terms. Total loss from the Iceland Seafood UK operation in 2022 was EUR 18.2 million, which
included impairment of goodwill, property and deferred tax asset of EUR 3.4 million.
Normalised PBT in the year EUR 12.4 million was EUR 7.1 million down on prior year. Severe price increases of
various input factors had significant impact on the profitability in the year. The operation in Ireland and Ahumados
Dominguez in Spain were especially impacted, where unprecedented price increases of salmon in the first half of the
year had significant impact on margins and profitability.
The Company subsidiary Iceland Seafood UK was classified as held for sale in accordance with IFRS 5 non-current
assets and disposal groups held for sale, in these Consolidated Financial Statements. Comparative figures for 2021
have been reclassified accordingly in the Financial Statements.
Iceland Seafood International hf. 6 Financial Statements 2022 - Audited
Statement and Endorsement
by the Board of Directors and the CEO
Market capitalization
Shareholders
31.12.2022 31.12.2021
FISK Seafood ehf ...........................................................................................
306 11% 279 10%
Sjávarsýn ehf ................................................................................................ 294 11% 294 11%
Jakob Valgeir ehf .......................................................................................... 284 10% 274 10%
Nesfiskur ehf ................................................................................................ 277 10% 277 10%
Lífsverk lífeyrissjóður ....................................................................................
162 6% 163 6%
Stapi lífeyrissjóður ........................................................................................
159 6% 159 6%
Birta lífeyrissjóður ........................................................................................ 150 6% 103 4%
Frjálsi lífeyrissjóðurinn ................................................................................. 131 5% 131 5%
Lífeyrissjóður starfsmanna ríkisins A-deild ...................................................
122 4% 71 3%
Vátryggingafélag Íslands hf. ......................................................................... 94 3% 82 3%
1.979 72% 1.833 68%
Other shareholders (2022: 830 and 2021: 678) ........................................... 735 28% 881 32%
2.714 100% 2.714 100%
The Consolidated Balance Sheet at year-end 2022 shows total assets of EUR 290.3 million or EUR 9.8 million increase
over the prior year. The increase in total assets were driven by higher inventories as a result of price increases during
the year. Net debt at end of December of EUR 93.6 million was EUR 0.6 million lower than at year end 2021, but EUR
28.2m higher on like for like basis, reflecting the higher inventory balance.
Total equity, including Non-controlling interests amounted to EUR 81.4 million compared to EUR 91.7m at end of
December 2021. The Equity ratio was 28.0% at year end compared to 32.8% at end of 2021. Full time employees in
continuing operations on average for the year were 702 (2021: 598), with 766 at year end (2021: 765).
The Company is listed on the Nasdaq main market in Iceland (ticker: ICESEA). The latest transaction in 2022 was at
ISK 6.05 per share, giving the Company a market capitalization of EUR 108.8 million (2021: EUR 273.1 million) or 60%
decrease YOY.
The Board of Directors will propose to the Annual General Meeting that no dividend will be paid to shareholders in
2023. For an overview of changes in equity, see the Consolidated Statement of Changes in Equity.
The total number of shareholders at year end was 840 (2021: 688). The ten largest are (shares are in ISK millions):
Stock options are granted to management, based on stock option plan approved by Annual General Meeting in March
2022. Total granted and unexercised options at year end 2022 were 31.9 million shares (2021: 32.6 million shares).
At end of the year 20.2 million shares are exercisable and the remainder will vest in the next 2 years. Further
information on stock options is disclosed in note 19.4.
Adjustments were made to the accounting of business combination in relation to the acquisition of Ahumados
Dominguez. These adjustments are explained in detail in note 13 to the Interim Financial Statements.
Iceland Seafood International hf. 7 Financial Statements 2022 - Audited
Statement and Endorsement
by the Board of Directors and the CEO
Corporate Governance
Non-financial information
Endorsement
Reykjavík, 22 February 2023.
Liv Bergþórsdóttir Bergþór Baldvinsson
Chairman of the Board Board Member
Halldór Leifsson Ingunn Agnes Kro
Board Member Board Member
Jakob Valgeir Flosason Bjarni Ármannsson
Board Member Chief Executive Officer
The Board of Directors and the CEO of Iceland Seafood International hf. hereby confirm the Consolidated Financial
Statements of the Company for the year 2022 with their signatures.
The Company is defined, under the Icelandic Act no. 3/2006 on Financial Statements, as a parent company of a large
consolidation. According to the Act, such companies are to disclose as an attachment to the Statement and
Endorsement by the Board of Directors and the CEO, relevant and useful information on their policies, main risks and
outcomes relating to environmental, social and employee matters, their human rights policy and how they counteract
corruption and bribery. Also a short description of their business model. This disclosure requirement is derived from
a European directive that became effective on 1 January 2017.
The Company has various policies in place regarding these above mentioned matters, rights and actions, which are
disclosed in the Non-Financial Information appendices to these Consolidated Financial Statements.
Iceland Seafood International hf. is a limited liability company operating under Act No. 2/1995 respecting Public
Limited Companies. The framework for Corporate Governance practices within the Company is defined by the
provisions of law, the Nasdaq Iceland Rules, the principles set forth in the Corporate Governance Guidelines issued
by the Iceland Chamber of Commence, the Company's Articles of Association and rules of procedures for Board and
sub-committees. The Company is governed by shareholders meetings, the Board of Directors and the Chief Executive
Officer. The Board of Directors shall be composed of three to five members and up to two alternate members,
elected at the Annual General Meeting for a term of one year. Currently the board consist of five members and one
alternate member. Two of five board members are female, the company therefore complies with regulation on
gender compositon of the board. Further information is provided in the Corporate Governance Statement which is an
appendix to these Financial Statements.
Iceland Seafood International hf. 8 Financial Statements 2022 - Audited
Consolidated Income Statement
for the year ended 31 December 2022
Note 2022 2021
Normalised Significant Normalised Significant
results items* IFRS results items* IFRS
Gross profit
Sales of seafood .................................... 2 420.757 420.757 378.312 378.312
Cost of sales .......................................... 14 (349.646 ) (349.646 ) (311.479 ) (311.479 )
Operating expenses
Operating expenses .............................. (52.637 ) (78 ) (52.715 ) (44.294 ) (474 ) (44.768 )
Depreciation and amortisation ............ 10 (3.427 ) (3.427 ) (2.697 ) (2.697 )
Operating profit ................................. 15.047 (78 ) 14.969 19.842 (474 ) 19.368
Net finance costs .................................. 5 (1.724 ) (1.724 ) (634 ) (634 )
Net exchange rate difference ............... (898 ) (898 ) 308 308
Profit before tax .................................
Income tax expense .............................. 6 (4.069 ) 16 (4.053 ) (4.599 ) 95 (4.504 )
Profit from continuing operations ......
Discontinued operations, net of tax ..... 8 (18.241 ) (18.241 ) (5.765 ) (5.765 )
Profit (loss) for the year ..................... 8.356 (18.303 ) (9.947 ) 14.917 (6.144 ) 8.773
Attributable to
Owners of the Company ....................... 8.596 (18.303 ) (9.707 ) 14.927 (6.144 ) 8.783
Non-controlling interests ..................... (240 ) (240 ) (10 ) (10 )
EBITDA from continuing operations ... 18.474 18.396 22.539 22.065
Earnings per share
9
From continuing operations
Basic (cents per thousand shares) ........ 0,3178 0,3155 0,5674 0,5529
Diluted (cents per thousand shares) .... 0,3154 0,3131 0,5637 0,5494
Basic (cents per thousand shares) ........ 0,3178 (0,3783 ) 0,5674 0,3337
Diluted (cents per thousand shares) .... 0,3154 (0,3754 ) 0,5637 0,3315
* See note no 7 for further information on significant items.
From continuing and discontinued
operations
Iceland Seafood International hf. 9
Amounts in EUR thousands
Financial Statements 2022 - Audited
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2022
Note 2022 2021
Normalised Significant Normalised Significant
results items* IFRS results items* IFRS
Profit (loss) for the year ....................... 8.356 (18.303 ) (9.947 ) 14.917 (6.144 ) 8.773
Items that may be reclassified subsequently to profit or loss
Net fair value of cash flow hedges ......... (289 ) (289 ) 950 950
Translation difference ............................ 488 488 245 245
Total comprehensive income (loss)
for the year ........................................ 8.555 (18.303 ) (9.748 ) 16.112 (6.144 ) 9.968
Attributable to
Owners of the Company ......................... 8.795 (18.303 ) (9.508 ) 16.122 (6.144 ) 9.978
Non-controlling interests ....................... (240 ) (240 ) (10 ) (10 )
* See note no 7 for further information on significant items.
Iceland Seafood International hf. 10
Amounts in EUR thousands
Financial Statements 2022 - Audited
Consolidated Balance Sheet
at 31 December 2022
Note 31.12.2022 31.12.2021
Assets
Non-current assets
Property, plant and equipment ............................................................................... 10 27.645 36.677
Leased assets ............................................................................................................ 22 1.724 1.922
Intangible assets ...................................................................................................... 11 56.665 58.659
Deferred tax assets .................................................................................................. 6 2.359 4.842
Other long term assets ............................................................................................. 65 104
Total non-current assets 88.458 102.204
Current assets
Inventories ............................................................................................................... 14 86.047 77.311
Trade and other receivables .................................................................................... 15 62.535 65.702
Other assets ............................................................................................................. 16 9.747 7.579
Cash and bank balances ........................................................................................... 17 11.072 27.766
Assets classified as held for sale ............................................................................... 8 32.487
Total current assets 201.888 178.358
Total assets 290.346 280.562
Equity and liabilities
Capital and reserves
Issued capital and share premium ........................................................................... 18 80.291 80.291
Translation reserve .................................................................................................. 19 (310 ) (798 )
Other reserves .......................................................................................................... 19 257 521
Retained earnings and unrealised profit from subsidiaries ..................................... (837 ) 9.423
Equity attributable to owners of the Company 79.401 89.437
Non-controlling interests ......................................................................................... 1.968 2.297
Total equity 81.369 91.734
Non-current liabilities
Borrowings ............................................................................................................... 20 32.488 40.303
Lease liabilities ......................................................................................................... 22 1.439 1.477
Retirement benefit and other obligations ............................................................... 1.211 1.470
Deferred tax liabilities .............................................................................................. 6 2.105 2.071
Total non-current liabilities 37.243 45.321
Current liabilities
Borrowings ............................................................................................................... 20 72.142 81.635
Lease liabilities ......................................................................................................... 22 456 661
Trade and other payables ........................................................................................ 52.461 52.239
Other liabilities ......................................................................................................... 21 10.318 8.972
Liabilities associated with assets classified as held for sale ..................................... 8 36.357
Total current liabilities 171.734 143.507
Total liabilities 208.977 188.828
Total equity and liabilities 290.346 280.562
Iceland Seafood International hf. 11
Amounts in EUR thousands
Financial Statements 2022 - Audited
Consolidated Statement of Changes in Equity
for the year ended 31 December 2022
Restricted equity
Attributable Non -
Share Share Translation Hedging Statutory Equity Unrealised profit Retained to owners of controlling Total
capital premium reserve reserve reserve reserve of subsidiaries earnings the Company interests equity
Balances at 1 January 2021 24.868 51.246 (1.043 ) (997 ) 430 102 9.580 (8.973 ) 75.213 104 75.317
Profit for the year ................................................ 14.423 (5.640 ) 8.783 (10 ) 8.773
Net fair value gain on cash flow hedges ............... 950 950 950
Translation of shares held in foreign currencies .. 245 245 245
Total comprehensive income ............................... 245 950 14.423 (5.640 ) 9.978 (10 ) 9.968
Issue of share capital ............................................ 266 4.266 4.532 4.532
Dividend declared from subsidiaries to parent .... (11.500 ) 11.500
Non-controlling interest arising from
acquisitions of a subsidiary ................................ 2.196 2.196
Other adjustments ............................................... (355 ) 36 33 (286 ) 7 (279 )
Balances at 31 December 2021 25.134 55.157 (798 ) (47 ) 430 138 12.503 (3.080 ) 89.437 2.297 91.734
Loss for the year .................................................. 9.647 (19.354 ) (9.707 ) (240 ) (9.947 )
Net fair value loss on cash flow hedges ............... (289 ) (289 ) (289 )
Translation of shares held in foreign currencies .. 488 488 488
Total comprehensive income ............................... 488 (289 ) 9.647 (19.354 ) (9.508 ) (240 ) (9.748 )
Dividend declared from subsidiaries to parent .... (5.000 ) 5.000
Other adjustments ............................................... 25 (553 ) (528 ) (89 ) (617 )
Balances at 31 December 2022 25.134 55.157 (310 ) (336 ) 430 163 17.150 (17.987 ) 79.401 1.968 81.369
Iceland Seafood International hf. 12
Amounts in EUR thousands
Financial Statements 2022 - Audited
Consolidated Statement of Cash Flows
for the year ended 31 December 2022
Note 2022 2021
Operating activities
Operating (loss) profit ....................................................................................... (1.607 ) 14.082
Depreciation and amortisation ......................................................................... 10 6.869 3.735
Loss on disposal of property, plant and equipment .......................................... 77 67
Change in obligations and other calculated liabilities ....................................... 996 1.332
Working capital generated from operations 6.335 19.216
(Increase) decrease in inventories .................................................................... (21.969 ) 5.127
Increase in receivables and other assets ........................................................... (6.131 ) (15.072 )
Increase in payables and other liabilities .......................................................... 6.721 6.129
Cash (used in) generated from operations before interests and taxes (15.044 ) 15.400
Interest received ............................................................................................... 432 273
Interest paid ...................................................................................................... (3.877 ) (2.739 )
Income taxes paid ............................................................................................. (3.340 ) (3.945 )
Net cash (used in) generated from operating activities (21.829 ) 8.989
Investing activities
Payments for property, plant and equipment .................................................. 10 (7.935 ) (5.447 )
Proceeds from disposal of property, plant and equipment .............................. 352 244
Payments for intangible assets ......................................................................... 11 (84 ) (26 )
Net cash outflow on acquisition of subsidiaries ................................................ (11.831 )
Net cash used in investing activities (7.667 ) (17.060 )
Net cash before financing activities (29.496 ) (8.071 )
Financing activities
Net proceeds (repayment) of revolving credit facility ...................................... 20 24.338 (6.740 )
Net (repayment) proceeds from bills ................................................................ 20 (6.990 ) 27
Net proceeds from bonds ................................................................................. 20 23.098
Net proceeds from borrowings on new term loan ............................................ 6.656 5.955
Net repayment of other borrowings ................................................................. (9.674 ) (13.221 )
Purchase of treasury shares .............................................................................. 18 (355 )
Proceeds from issue of share capital, net of issue costs ................................... 18 4.532
Net cash generated by financing activities 14.330 13.296
Net (decrease) increase in cash and bank balances .......................................... (15.166 ) 5.225
Cash and bank balances at the beginning of the year ....................................... 27.766 23.269
Effect of exchange rate changes on cash held in foreign currencies ................ (609 ) (728 )
Cash and bank balances at the end of the year 17 11.991 27.766
Cash and bank balances at year end are as follows:
Cash and bank balances from continuing operation ......................................... 11.072 23.111
Cash and bank balances from discontinued operation ..................................... 8 919 4.655
Cash and bank balances at the end of the year 17 11.991 27.766
Iceland Seafood International hf. 13
Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
1. General information
the Nasdaq main market in Iceland (ticker: ICESEA).
The address of its registered office and principal place of business are disclosed in the Contents to the Consolidated
Financial Statements. The principal activities of the Company and its subsidiaries (the Group) are described in the
Statement and Endorsement by the Board of Directors and the CEO.
Iceland Seafood International hf. 14
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Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Amounts in EUR thousands
Financial Statements 2022 - Audited
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
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Financial Statements 2022 - Audited
Quarterly Statements (unaudited)
for the year ended 31 December 2022
Quarterly Statements
For the year 2022
Q4 Q3 Q2 Q1 Total
Revenue:
Sales of seafood ............................ 120.199 128.149 116.792 119.299 484.439
Eliminations .................................. (19.021) (16.846) (12.868) (14.947) (63.682)
101.178 111.303 103.924 104.352 420.757
Operating results:
Operating profit ............................ 5.257 4.157 1.290 4.343 15.047
Net finance costs .......................... (992) (762) (272) (596) (2.622)
Normalised PBT .......................... 4.265 3.395 1.018 3.747 12.425
Income tax .................................... (1.858) (1.105) (226) (880) (4.069)
Normalised profit ........................
2.407 2.290 792 2.867 8.356
Significant items and discontinued
operations ................................... (17.912) (173) (72) (146) (18.303)
Profit (loss) ..................................
(15.505) 2.117 720 2.721 (9.947)
Assets ............................................ 290.346 281.844 284.424 294.200
Liabilities ....................................... 208.977 194.590 195.159 203.344
For the year 2021
Q4 Q3 Q2 Q1 Total
Revenue:
Sales of seafood ............................ 129.766 109.237 99.426 102.505 440.934
Eliminations .................................. (17.998) (16.846) (12.868) (14.910) (62.622)
111.768 92.391 86.558 87.595 378.312
Operating results:
Operating profit ............................ 5.555 5.342 2.351 6.594 19.842
Net finance costs .......................... (119) (301) 188 (94) (326)
Normalised PBT .......................... 5.436 5.041 2.539 6.500 19.516
Income tax .................................... (1.372) (1.267) (356) (1.604) (4.599)
Normalised profit ........................
4.064 3.774 2.183 4.896 14.917
Significant items and discontinued
operations ................................... (849) (1.657) (1.463) (2.175) (6.144)
Profit ...........................................
3.215 2.117 720 2.721 8.773
Assets ............................................ 280.562 263.956 249.148 261.465
Liabilities ....................................... 188.828 175.246 170.274 183.308
The Group´s quarterly statements are not audited. Summary of the Group´s results by quarters is specified as follows:
Iceland Seafood International hf. 45
Amounts in EUR thousands
Financial Statements 2022
Non-Financial Information (unaudited)
for the year ended 31 December 2022
About the Company
Environmental, Social and Governance (ESG) - non-financial
Iceland Seafood International hf ("The Company") is a holding company for a Group of subsidiaries in Europe, North
and South America, that are leading suppliers of North Atlantic seafood and one of the largest exporters of seafood
from Iceland. The Group is headquartered in Iceland and has subsidiaries in the United Kingdom, Ireland, Spain,
Argentina, Iceland, France and Germany.
Iceland Seafood International hf. 46 Financial Statements 2022
Non-Financial Information (unaudited)
for the year ended 31 December 2022
Quality control
Supply chain
The Company objective is that business should be conducted honestly, fairly, and legally throughout the value chain
across the Groups operations. There are policies in place on Code of Conduct, Corporate Social Responsibility and
Environmental matters in addition to that a Supplier Code of Conduct is being implemented.
The purpose of the Code of Conduct is to ensure the welfare of its stakeholders and that no person will at any time
knowingly breach any relevant anti-bribery and corruption legislation or competition legislation. The purpose of the
Supplier code of conduct is to ensure that our trading partners comply with applicable laws and regulations. The
purpose of the Environmental policy is to make sure that the Group manages its environmental impacts throghout the
value chain. The purpose of the Corporate Social Responsibility Policy is to set a common standard for all Group
companies regarding our Corporate Social Responsibility and Business Integrity. The identified KPIs for these matters
are reported on both in the Annual Report as well as in a dedicated ESG report.
Key aspects for the Group are:
Energy use
Greenhouse gas emission
Water use
Waste
Sustainable fisheries
Sustainable procurement
Occupational health & Safety
Global health and safety
Save working conditions
Non-discrimination
Child and forced labour
Fair labour practices
Human rights
Anti bribery / anti corruption
Fair competition
Tax transparency
Data ethics
The awareness of the Company and its employees of the importance of ESG matters have steadily increased during the
past few years. Regular measurements and reporting are constantly being improved. This is detailed further in the ESG
report where the impacts of the policies are identified.
ESG data is collected and reviewed respectively in each business before they are sent to head of ESG, where results of
the KPIs are combined for the final report, outcomes calculated, and impacts assessed. The Company is continuously
improving on internal documentation and processes and intends to get external verification within the next few years.
The adequacy and sustainability of the company's supply chain are of critical importance for the Group. The global
effects of a world-wide pandemic have increased the Company resilience while lowering the environmental impact.
Products previously only supplied from Asia are now also being supplied from Europe. The overall supply chain has
become more resilient while also shortening overall transportation distances and subsequently improving on the
environmental aspects.
The Company has started to systematically assess its suppliers on their overall sustainability matters. The supply chain
mostly consists of sourced seafood, packaging material and transportation. It has both environmental and social
impacts. Environmental impacts include all the impacts our products and their respective processes have on the
environment. Social impacts include labour practices and human rights, business ethics involved in the production and
product delivery. Often these subjects are intertwined.
The Company has implemented a platform that enables continuous monitoring on its supplier CSR management and
progress while offering tools to drive improvement on the supplier side. Within this platform risks are identified in the
supply chain, corporate adherence to recognized CSR criteria is validated and the scope of the assessment is adjusted
to supplier company size, industry, and location.
Iceland Seafood International hf. 47 Financial Statements 2022
Non-Financial Information (unaudited)
for the year ended 31 December 2022
Sustainable fisheries
Environment
Effect of climate change
Social & Governance
Food safety
Employees
Iceland Seafood is committed to supplying sustainable seafood and to work with the industry on fishery improvements
and best practices. There is a deep understanding of the risks related to each type of supplier and market within the
trading part of the company. The risks are continuously assessed and monitored during the relationships with
suppliers. All production sites are also subject to inspections for compliance with applicable food laws, including
traceability requirements, by local authorities.
Food safety is of critical importance for the company. Factories within the Group have food safety management
systems in place to ensure appropriate food safety standards. These systems cover suppliers, contractors, distributors
as well as the production facilities and processes. They include detailed specifications for raw material and finished
product and procedures for Good Manufacturing Practice. A thorough product traceability systems are in place within
the Group's businesses and product recall procedures that are tested regularly. These systems are certified to
international standards and as such are audited regularly by an independent third-party auditor. All production sites
are also subject to inspections for compliance with applicable food laws by local authorities.
The Group's operations are made up of a highly experienced group of employees, from various countries,
backgrounds, and cultures. The Group focuses on the importance of attracting employees with the right skills and
ambition to provide high quality service, exceed customer demands and achieve the Company’s financial and strategic
goals. The objective is to ensure that the employees feel empowered to deliver to the highest standards by being
connected to our producers and customers.
The Company has implemented a robust system of regularly scheduled measurements to monitor employee
The Company depends on the ocean for its operation and sets focus on climate change throughout its operation.
Climate change could affect the Company in various ways but the two following have been identified as the major risk
factors.
Ocean acidification: Majority of the global carbon cycle is circulated through the ocean which absorbs the greater part
of excess heat from GHG emissions causing acidification. The ocean is the home to a vast variety of marine species and
acidification disrupts the balance of life found in the ocean which can affect seafood supplies.
Extreme weather events: Climate change increases the frequency of extreme weather events. This can affect the
availability of seafood due to dangerous sea conditions as well as delaying transportation of seafood from producer to
the end consumer.
Key metrics regarding environmental aspects of Iceland Seafood's operations and more details on the CSR policy will
be documented in the ESG report for 2022.
Iceland Seafood is committed to be fair, equitable and respectful to employees, associates, competitors, customers,
the society, and all business or professional relationships. This is detailed in the Group's CSR policy that covers human
rights, fair labour practices, non-discrimination, anti-bribery/corruption, and tax transparency. The main social impact
and concern of Iceland Seafood is on its employees and their families. The company strives to supply its employees
with a good and save work environment. Iceland Seafood recognises and supports international human right treaties.
No human right violations have been reported in 2022. Key metrics regarding the social aspects of Iceland Seafood's
operations and more details on the CSR policy will be documented in the ESG report for 2022.
Iceland Seafood International hf. 48 Financial Statements 2022
Non-Financial Information (unaudited)
for the year ended 31 December 2022
Health & Safety of employees
engagement. The system is intended to reduce employee turnover, boost employee engagement, improve managerial
skills, increase workforce visibility and Human Resource metrics, and provide up to date Human Resource information.
Health and safety of staff is essentially important for the Company. Management in each subsidiary oversees
compliance with all local laws and regulations. Production sites have in place appropriate OHS and emergency
preparedness and response management systems. Employee safety is ensured with training on tasks and appropriate
PPE. Metrics on operational health and safety will be reported in the company's ESG report.
Iceland Seafood International hf. 49 Financial Statements 2022
Statement of Corporate Governance
About Iceland Seafood International
Corporate Governance structure
Board of Directors
The Company adheres to the principles set forth in the Corporate Governance Guidelines, published by the Iceland
Chamber of Commerce in co-operation with SA Business Iceland and Nasdaq Iceland (hereafter referred to as the
“Guidelines”). As of the date of this statement there are two deviations from full compliance with the Guidelines. The
Company does not have a board nomination committee, the reason being that due to the nature of the Company and
close connection to the seafood sector, it is considered important to have representatives from key seafood suppliers
of the Company on its board. These board members bring both valuable sourcing capabilities and sector knowledge to
the board of Iceland Seafood. At the date of this statement, three of five board members of the Company are directors
and/or owners of key suppliers of Iceland Seafood and are as such not independent from the company. These board
members do not participate in dealings with items connected to their own business or business that is related to
them, except from normal trading of seafood.
Iceland Seafood International hf (hereafter referred to as “Iceland Seafood“, the “Company“ or “ISI”) is a holding
company for Group of subsidiaries, that are leading suppliers of North Atlantic seafood and one of the largest
exporters of seafood from Iceland. The Group is headquartered in Iceland and has subsidiaries in the United Kingdom,
Ireland, Spain, Argentina, Iceland, France, and Germany. The Group operates across three divisions; Value-Added
Southern Europe, Value-Added Northern Europe and our Sales and Distribution Division. The Value-Added Divisions
have processing factories and cold stores in their respective regions with Southern Europe also having a satellite
facility in Argentina.
Iceland Seafood's corporate governance framework is defined by Act No. 2/1995 on Public Limited Companies
(hereafter referred to as the “Act on Public Companies“), the Nasdaq Iceland Rules and is set out in the Company’s
Articles of Association. Under its Articles of Association, the Company is governed by shareholders' meetings, the
Company's Board of Directors (hereafter referred to as the “Board of Directors” or the “Board”) and the Chief
Executive Officer. The Shareholders hold the decision-making powers in the Company through shareholders meetings
that are held at least once a year. The Board of Directors is authorized to allow shareholders to participate in
proceedings at shareholders’ meetings through electronic means without being present at the meeting venue if it
deems that available equipment is sufficiently secure for this purpose. When organising shareholders meetings, the
Board does so in a manner that allows shareholders to exercise their decision powers and express their opinions, i.e.,
by publishing all information and documents on the Company’s website. Between shareholders meetings, the Board
holds supreme authority of the Company. In accordance with Article 70 (5) of the Act on Public Companies the Board
of Directors has set itself formal Rules of Procedure which are supplementary to the Articles. According to the Rules
the Board of Directors may elect committees that operate on behalf of the Board. All Board committees set
themselves specific rules of procedure.
The Company's Board of Directors shall be composed of three to five members and up to two alternate members,
elected at the Annual General Meeting for a term of one year. In 2022 the total number of Board meetings were 18
and the Board was competent to make decisions in all meetings. The Board annually evaluates its own work, the work
of the CEO and the Company’s operation. This assessment is based on self-assessment of the board, examination of
whether the Board has operated in accordance with its Rules of Procedures. The Board shall evaluate the work of the
CEO and the Company’s operation in general, the CEO shall not be present for this evaluation. The Chairman of the
Board shall present and discuss the results of the assessment with the CEO. The Board currently consists of five main
members and one alternate member. As of the date of this statement the Board of Directors consists of the following
members:
Iceland Seafood International hf. 50 Financial Statements 2022
Statement of Corporate Governance
Jakob has an extensive knowledge of the Icelandic fishing industry
from all perspectives, a knowledge that not many people possess.
He has been involved in every aspect of the sector from early age,
working in factories, on fishing boats and building up the family
company to become one of the most technology advanced and
leading company within the Icelandic fishing sector.
Shareholdings in the Company as at 31.12.2022
and other interest related to large
shareholders, competitors, customers or
suppliers
Shareholdings in the Company as at 31.12.2022
and other interest related to large
shareholders, competitors, customers or
suppliers
Jakob Valgeir ehf., owned by Jakob, his wife, and his father, holds
283,997,713 shares. Jakob Valgeir ehf. is also a large supplier of
seafood to the Company.
Jakob is currently a board member of Sigurbjörg ehf., HRock ehf.,
BB29 ehf., Klofningur ehf., Valgeir ehf., B1917 ehf., Sýr ehf., Itsorf
ehf., Salting ehf., Breiðhella ehf., Karlsbali ehf., Gafl ehf.,
Hamarshöfði 4 ehf., B15 ehf., Fiskmarkaður Vestfjarða hf. and EA 30
ehf. in addition to his board membership with the Company.
First elected: February 2019
Education and experience:
Member of board or manangement
Liv Bergþórsdóttir was appointed CEO of ORF Genetics in 2020, after
20 years in the telecommunication industry. Liv led the launch of
the telecommunications company Nova in 2006 and was the CEO of
Nova until 2018. Prior to that, she was the CEO of the mobile phone
company Sko and Director of Sales and Marketing at Og Vodafone
and Tal.
In recent years Liv has also served on the boards of several
companies, both in Iceland and abroad. Liv is a business graduate
from the University of Iceland and has completed AMP studies at
IESE Barcelona Business School.
Board member
Name: Jakob Valgeir Flosason
Liv is the CEO of BIOEFFECT.
Liv holds 1.200.000 shares through the holding company 54 ehf.
Chairman of the Board of Directors
Name: Liv Bergþórsdóttir
First elected: February 2019
Education and experience:
Member of board or management:
Iceland Seafood International hf. 51 Financial Statements 2022
Statement of Corporate Governance
Member of board or manangement Ingunn is currently a board member of Sjóvá Almennar tryggingar
hf. (insurance company), HS Orka hf. (electricity producer and
provider), Freyja slhf. (private equity fund) and the Wetlands fund
(environmental NGO).
Shareholdings in the Company as at 31.12.2022
and other interest related to large
shareholders, competitors, customers or
suppliers
None
February 2019 as an alternate board member and as a board
member from March 2020
Name: Ingunn Agnes Kro
First elected:
Education and experience: Ingunn is the general manager of Jarðvarmi slhf. Previously Ingunn
was a Director of Administration and Communication at Skeljungur
hf., a company listed on Nasdaq Iceland, heading internal and
external communication, incl. legal matters, marketing, public
relations and human resources, and before that the company´s
general counsel, compliance officer and secretary to the board.
Ingunn holds a B.A. and M.A. degree in law and an MBA from the
University of Iceland, as well as being a certified district court
attorney and securities broker.
Board member
Education and experience: Bergþór has been the CEO of Nesfiskur since 1979. Nesfiskur is a
family-owned company that Bergþór and his parents stated in 1975.
Working at Nesfiskur since a teenager, Bergþór has familiarized
himself with every aspect o the industry. The small family company
has grown constantly from the beginning, today Nesfiskur and its
subsidiaries employ around 400 people.
Bergþór has been a board member of various companies and
pension funds for the past two decades.
Member of board or manangement Bergþór is a board member of FSM hf, Umbúðamiðlun hf, Nesfiskur
ehf and companies within Nesfiskur Group.
Shareholdings in the Company as at 31.12.2022
and other interest related to large
shareholders, competitors, customers or
suppliers
Nesfiskur ehf, owned by Bergþór and his family, holds 276,997,713
shares. Nesfiskur is also a large supplier of seafood to the Company.
Board member
Name: Bergþór Baldvinsson
First elected: March 2020
Iceland Seafood International hf. 52 Financial Statements 2022
Statement of Corporate Governance
GPG Seafood ehf. operates four longliners out and four processing
plants in the north of Iceland. Gunnlaugur is also the largest
shareholder of the company Þórsnes ehf, a seafood company
located in Stykkisholmur.
Member of board or manangement Gunnlaugur is a board member of GPG Seafood, Þórsnes and related
companies.
Shareholdings in the Company as at 31.12.2022
and other interest related to large
shareholders, competitors, customers or
suppliers
GPG Seafood, holds 14,997,030 shares. GPG Seafood and Þórsnes
are also large suppliers of seafood to the Company.
Name: Gunnlaugur K Hreinsson
First elected: March 2020 as alternate board member
Education and experience: Gunnlaugur K Hreinsson is the owner of GPG Seafood ehf. and
alternate companies. Gunnlaugur has decades of experience from
the seafood sector.
Member of board or manangement Halldór is the main owner and board member of the company Haf-
sjór slf.
Shareholdings in the Company as at 31.12.2022
and other interest related to large
shareholders, competitors, customers or
suppliers
Fisk Seafood, the employer of Halldor, holds 305,997,713 shares.
Fisk Seafood is also a large supplier of seafood to the Company.
Halldor holds a degree in Fishery Technology from the Technical
University of Iceland and has studied Business Management in the
University of Reykjavík and business courses in University of Iceland.
Board member
Name: Halldór Leifsson
First elected: March 2020
Education and experience: Halldór is Marketing and Sales Director at Fisk Seafood ehf. He has
worked in the seafood industry since 1990, in all the key segments
including management of production, fleet, sales, office, finance
and in the role of deputy MD and MD.
Board member
Iceland Seafood International hf. 53 Financial Statements 2022
Statement of Corporate Governance
Subcommitees
Audit Committee
Remuneration Committee
The Board of Directors appoints the members of the committee and its chairman. Neither the Company's chief
executive officer nor any of the Company's and its subsidiaries' top executives shall be appointed to the Remuneration
Committee. The committee operates in accordance with rules of procedure approved by the Board of Directors and
shall be made up of 2-3 members. It is preferable that the members of the committee have experience and knowledge
on guidelines and common practise regarding decision on executives' terms of employment. If deemed necessary, the
Remuneration Committee may seek the assistance of consultants, such consultants shall be independent of the
Company, its executives and the Board of Directors who are not deemed to be independent. The committee is
responsible for examining the consultant's experience. Members of the Remuneration Committee are Liv
Bergþórsdóttir, Jakob V Flosason and Halldór Leifsson. The committee shall call meetings as often as necessary at their
own initiative or at the request of the other committee members, however, not less than twice a year.
The Board is responsible for the appointment and activities of the Remuneration Committee and it operates under the
Board's authority. The Remuneration Committee does not reduce the responsibilities of the Board or relieve it of any
responsibility.
The Audit Committee ensures the quality of the financial statements and internal controls. It has oversight of the
external auditors. It also presents proposals for the selection of external auditors and ensures their independence. The
Audit Committee's main responsibilities include monitoring the integrity of the financial statements of the Group,
reviewing the effectiveness of the Group's internal controls and risk management systems and overseeing the
selection, appointment and relationship with the Group's external auditor.
The committee shall operate independently on behalf of the Board of Directors who shall elect the members of the
Audit Committee each year. The Audit Committee operates in accordance with rules of procedure approved by the
Board of Directors and shall be made up of 2-3 members. Committee members shall possess knowledge and
experience which is consistent with the work of the committee, at least one of the audit committee members shall be
a financial expert who has accounting or related financial expertise. The members shall be independent of the auditor
of the Group and the majority should be independent of the Company's management. Members of the Audit
Committee are Ingunn Agnes Kro, Bergþór Baldvinsson and Ágúst Kristinsson.
The committee shall meet at least four times a year, at appropriate times in the reporting and audit cycle and
otherwise as required. Only members of the Audit Committee have the right to attend committee meetings, however,
other individuals such as the chairman of the Board, chief executive, finance director, other directors and
representatives from the finance function may be invited to attend all or part of any meeting as and when
appropriate. Additionally, the external auditors are invited to attend meetings of the committee on a regular basis.
The Board is responsible for the appointment and activities of the Audit Committee and it operates under the Board's
authority. The Audit Committee does not reduce the responsibilities of the Board or relieve it of any responsibility.
The Remuneration Committee is responsible for establishing a remuneration policy for the Company. The
Remuneration Committee shall assist the Board in ensuring that compensation arrangements support the strategic
aims of the Company and enable the recruitment, motivation and retention of senior executives while also complying
with legal and regulatory requirements. The committee's main tasks include preparing and submitting annually a
proposal to the Board of Directors for the Company's remuneration policy, annually reviewing the Company's
compensation programs and monitoring that salary and any incentive schemes are in accordance with law and market
practice.
The Board of Directors has appointed two subcommittees, Audit Committee and Remuneration Committee.
Iceland Seafood International hf. 54 Financial Statements 2022
Statement of Corporate Governance
Executive Management
Shareholdings in the Company as at 31.12.2022
and other interest related to large
shareholders, competitors, customers or
suppliers
Bjarni directly holds 294,000,000 shares through holding company
Sjávarsýn ehf. Bjarni does not hold options to purchase Shares in
the Company.
First employed: January 2019
Education and experience: Bjarni Ármannsson is a private investor. He is a significant investor
in Iceland Seafood International via Sjávarsýn ehf. – 100% owned by
him. Bjarni is a computer engineer from the University of Iceland in
1990 and graduated with an MBA from IMD in Switzerland in 1996.
Bjarni spent the lion share of his career in the banking industry in
Iceland, originally as a CEO for Kaupthing, an investment and
financial service company, later for the Icelandic Investment Bank
and as a CEO of Islandsbanki – a leading seafood service provider
out of Iceland.
Member of board or manangement Bjarni is currently a board member of Fálkinn Ísmar ehf., UB
koltrefjar ehf., Kemi ehf., Fáfnir Offshore ehf., Imagine Capital AS,
Imagine capital BV, Sydvestor Troll AS, Cargow BV, Samey Holding
ehf, Samey Robotics ehf, Samey Norge AS, Blue Aqua ships AS, Blue
Aqua management AS, Dess Aqua Ltd., Pizza Pizza ehf, PPH ehf,
Fjárfestingaráð Vex, SFS, Sjávarsýn fjárfestingar ehf and Sjávarsýn
ehf. in addition to several of the Company’s subsidiaries.
The Executive Management comprises the Company’s CEO and CFO. The CEO has charge of the day-to-day operations
of the Company and represents the Company in all matters concerning normal operations. The CEO shall manage the
accounts of the Company and employ the employees of the Company. The CEO shall grant Board members and
auditors all necessary information on the operations of the Company which they might request and should be granted
according to statutory law. The CEO of the company is Bjarni Ármannsson and the CFO is Reynir Jónsson.
CEO
Name: Bjarni Ármannsson
Iceland Seafood International hf. 55 Financial Statements 2022
Statement of Corporate Governance
Internal control and risk management
The Board of Directors and the CEO are responsible for internal control and risk management of the Company. Internal
control and risk management procedures are designed to minimize risk of material misstatements. The Company does
not have an internal audit function, but the Audit Committee reviews the effectiveness of the Group's internal controls
and risk management systems.
An independent auditor or auditing company is elected at the Annual General Meeting for a term of one year. The
auditors shall be provided with any information requested in relation to its auditing services for the Company, they
shall always have full access to the Company’s books and documents. They shall audit the Company’s consolidated
financial statements in accordance with international standards on auditing, including a review of internal controls
and processes. Any significant findings in relation to the audit and review of internal controls are reported to the
Board of Directors through Audit Committee.
Effective risk management is important to minimise the risk of material misstatement and for the business to perform.
Iceland Seafood activities are exposed to variety of risk factors related to its operations and financials, such as
Currency Risk, Supplier Risk, Credit Risk, Liquidity Risk etc. Risk management within Iceland Seafood is governed by the
Board of Directors, while the Audit Committee is responsible for its review on a regular basis. The Executive
Management is responsible for identifying material risk and developing the risk management strategy.
Education and experience: Reynir Jónsson has been the Group's CFO since late 2013. Before
joining the Group, he worked as a Director and Partner at Deloitte
Financial advisory services for five years, where large parts of his
projects were related to the seafood sector in Iceland. Prior to that,
Reynir was the head of accounting at HB Grandi from 2003-2006.
Reynir holds an MSc degree in Finance and Strategic Management
from Copenhagen Business School and a Cand.oceon Degree in
accounting from the University of Iceland.
Member of board or manangement Reynir is a board member of several of the Issuer's subsidiaries.
Shareholdings in the Company as at 31.12.2022
and other interest related to large
shareholders, competitors, customers or
suppliers
550,345 shares in addition to options for 10,000,000 shares.
Chief Financial Officer
Name: Reynir Jónsson
First employed: October 2013
Iceland Seafood International hf. 56 Financial Statements 2022
Statement of Corporate Governance
Corporate Social Responsible and Environmental Responsibility
CSR Policy
Environmental Policy
The Group’s key principles guiding our actions in this area include:
• The objective to source only from fisheries that are administrated in conformance with FAO Code of Conducts for
responsible fisheries and have proper fishery management systems,
• Supporting independent and credible standards that are set to audit and approve fisheries that are well managed
and will wherever possible promote these fisheries to its customers,
• Commitment to working with industry on fishery improvements and best practises,
• Help and support customers to make the right choice to source sustainable seafood,
• Commitment to supply sustainable seafood to its customers.
• Educate customers, suppliers, employees and other key stakeholders about environmentally responsible seafood.
• Participate in work with official and industry bodies to achieve our policy.
The Group annually publish a Corporate Social Responsibility report, which is based on the non-financial guidelines for
Environmental, Social and Corporate Governance (ESG) disclosures issued by Nasdaq’s Nordic and Baltic stock
exchanges.
-Sustainable Fisheries
-Energy use
-Greenhouse gas emissions
-Water use
-Waste
The Board of Directors have set a Group policy’s on Corporate Social Responsibility and Environmental Responsibility.
The purpose or these policies is to set common standards for all Group companies regarding these topics and to make
sure the Group manages its environmental impacts throughout the value chain.
The following key principles on Corporate Social Responsibility and Business Integrity have been set out and detailed
in the Company’s CSR Policy:
• We are committed to maintaining the highest standards of business conduct by using only legal and ethical means in
all business activity.
• We are fair, equitable and respectful to employees, associates, competitors, customers, the public and all business
or professional relationships.
• We treat all customers and suppliers honestly, fairly and objectively.
• We observe all applicable state, federal, foreign or international laws and regulations relating to the production,
sourcing, processing, labelling, handling, importing, distribution, promoting and selling of seafood products.
• We are committed to maintaining the Group’s financial books and business records with the highest degree of
accuracy, completeness and integrity.
The key environmental considerations for the Group have been defined in the Environmental Policy:
Iceland Seafood International hf. 57 Financial Statements 2022
Statement of Corporate Governance
Iceland Seafood’s corporate governance rules
1.
2.
3.
4.
5.
6.
7.
8.
9.
Reykjavík, 22 February 2023.
Board of Directors
The sub-committee’s rules of procedure.
The Company’s annual accounts and the report of the Board of Directors.
The Company’s remuneration policy.
The Company’s corporate governance statement.
The Company has specifically reserved a section of its website for corporate governance information on
www.icelandseafood.com/investors. The below information and documents are available on the website:
The Company’s Articles of Association.
The Board’s rules of procedure.
Information on the Company’s shareholders’ meetings, including time and location, information on
candidates to the Board, and the agenda of the meeting, together with the date of issue of the annual
accounts and interim financial statements.
Meeting notices, minutes of shareholders’ meetings and documents presented at the meeting. It is not
necessary to publish a list of the shareholders and proxies that have attended meetings.
Summarised information on the Company’s Board of Directors, CEO, auditors and members of sub-
committees.
Iceland Seafood International hf. 58 Financial Statements 2022