Rules of procedure of the Board of Directors

mynd01Article 1
Division of responsibility between the board and director
The board of directors of the Competition Authority is responsible for its governance. The Board forms a part of the internal organisation of the Authority and does not function as an independent entity. The Board will address the issues provided for in these rules of procedure.

The Director reports to the Board of Directors, represents the Authority, is responsible for the day-to-day activities and operation of the Authority and makes decisions on its behalf. The Assistant Director delegates for the Director in his or her absence.

Article 2
Establishment of priorities and supervision of operation
The Board of Directors establishes priorities in the work and organisation of the Competition Authority and approves the organisation chart of the Authority.

The Board of Director monitors the activities and tasks undertaken by the Authority. The Director shall ensure that the Board of Directors is at all times informed about the principal aspects of the work of the Authority. Work plans established for each year shall be presented to the Board of Directors.

The annual reports of the Competition Authority shall be presented to the Board of Directors before publication.

Article 3
Major material decisions
Major material decisions of the Competition Authority shall be submitted to the Board for approval or rejection. The following decisions are regarded as major:

  • Decisions in cases involving collusion by undertakings at the same level of the market, or associations of companies, concerning prices and other business terms, exchange of information concerning pricing, limits on or control of manufacture of sale, market sharing and preparation of bids in tenders, cf. Articles 10 and 12 of the Competition Act No. 44/2005 and, as applicable, Article 53 of the EEA Agreement. The same applies to measures based on Articles 16 and 37 of the Competition Act relating to violations of this kind.
  • Decisions in cases involving collusion between undertakings at different levels of the market concerning resale price, cf. Articles 10 and 12 of the Competition Act and, as applicable, Article 53 of the EEA Agreement. The same applies to measures based on Articles 16 and 37 of the Competition Act relating to violations of this kind.
  • Decisions in cases involving abuse of dominant position, where the turnover of the offending undertaking in the preceding calendar year exceeds ISK 1,000 million, cf. Article 11 of the Competition Act and, as applicable, Article 54 of the EEA Agreement. The same applies to measures based on Articles 16 and 37 of the Competition Act relating to violations of this kind.
  • Decisions in cases involving intervention in mergers of undertakings, cf. Article 17 of the Competition Act. The same applies to a decision to take no action in the case of a merger of undertakings operating in the same market and commanding in aggregate a 50% market share or more.

Interim decisions pursuant to the Competition Act do not constitute major decisions pursuant to Paragraph 1.

Article 4
Operating budget and supervision of operations.
The Board of Directors monitors the operation of the Authority. The Director will submit to the Board of Directors a proposal for an operating budget for the Authority for the coming year operation and communicate with the Ministry and budgetary authority as regards allocations to the Authority. The Director shall report to the Board of Directors on the operating results of the Authority no less than once every quarter 

Article 5
Qualifications of Members of the Board of Directors
When a member of the Board of Directors is regarded as disqualified under Paragraph 4 of Article 7 of the Competition Act or Article 3 of the Administrative Procedures Act, an alternate member shall take his or her place. The member in question shall not participate in preparing, processing or deciding the case in question and shall be replaced by his or her alternate.
 
The members of the Board of Directors shall take all due care in assessing their qualification to discuss individual cases. If the Director or Chairman of the Board is of the opinion that a member is disqualified from participating in the deliberation of a case, they may require him or her to relinquish his or her seat  before the substance of the case is presented.

In the event that the Director is disqualified from participating in proceedings concerning a case the Board of Directors shall decide on a course of action.

The conditions of qualification of members shall in other respects be governed by the Administrative Procedure Act.

Article 6
Meetings of the Board of Directors
Board meetings shall normally be called on a monthly basis, or more frequently, as necessary. Alternate members may attend meetings of the Board of Directors.

A quorum is achieved if two members of the Board attend a meeting, or their alternates in their absence. In the event that a decision cannot wait and there is no opportunity to call a meeting, confirmation may be obtained from the majority of the board without calling a meeting.

Documents of meetings shall normally be sent to members at least one day before the meeting.
Minutes shall be kept at meetings of the Board, which shall be signed by members. The minutes should reveal who attended the meetings, topics of discussion, decisions made and any necessary information concerning decisions. The minutes shall identify the documents submitted at meetings.

Article 7
Confidentiality
Persons attending meetings of the Board of Directors and having access to the documents of meetings are prohibited from disclosing information on confidential matters obtained by them. This confidentiality shall remain in force even if after the termination of appointment.

Article 8
Entry into Effect etc.
These Rules of Procedure are adopted in accordance with Paragraph 3 of Article 5 of the Competition Act No. 44/2005 and shall enter into force immediately.
Competition Authority, 25 July 2005,
Gylfi Magnússon,
Chairman of the Board of Directors of the Competition Authority.