The Executive Board (“EB”) is usually part of an organizational structure which includes 2 governing bodies in the Company, the other governing body being the Board of Directors (“BoD”). This is a Nordic version of the one-tier- and two-tier-setup since members of the BoD may be members of the EB and vice versa.

Division of Duties: The EB and the BoD together are in charge of the Company. The EB handles the “day-to-day” affairs and represents the Company. The EB shall also implement the Company strategy applied by the BoD. The EB often holds the power of procuration which is granted by the BoD.

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Composition: The EB consists of 1 to 3 members unless the Company´s Articles of Association (“AoA“) require them to be more. The EB members can also be BoD members. A Private Limited Liability Company (“Private LLCs”) can hire one or more EB members but is not obliged to do so (if not, the Company is governed solely by the BoD). EB members cannot form a majority of the BoD but there is an exception for Private LLCs with only 1 or 2 BoD members. 

Appointment/Dismissal Competence: The BoD hires and dismisses the EB. The employment contract determines the term of the EB member.

Alternates: Not applicable.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Iceland on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with LEX Law Offices before actually changing any board members in Iceland.