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Shares


Share Capital

Össur shares have been listed on Nasdaq Copenhagen since 2009. The shares were originally listed on Nasdaq Iceland in 1999, but since 2011 the listing in Iceland has been unsponsored.

In 2016, Össur canceled 3,292,688 shares. The share capital of the Company at end of year 2016 was 443,000,557 and was divided into the same amount of shares. There is only one class of shares and all shares carry one vote, except Treasury Shares that do not carry voting rights.

Össur’s share price increased by 6% in 2016, from DKK 23.7 per share at yearend 2015 to DKK 25.2 per share at yearend 2016. The rise in share price increased Össur’s market capitalization from DKK 10,557 million at end of year 2015 to DKK 11,141 at end of year 2016.

Share price information on Nasdaq Copenhagen:

DKK 2016 2015 2014 2013 2012
Highest share price 27.3 24.7 18.4 11.5 8.9
Lowest share price 20.3 17.7 10.5 7.3 7.3
Share price, end of year 25.2 23.7 17.7 10.5 7.5

Dividend and Share buy-backs

The Board of Directors proposed to the Annual General Meeting in 2016 that the Company would pay a cash dividend of DKK 0.12 per share for 2015, equivalent to 16% of net earnings in 2015. The motion was approved by the Annual General Meeting and a dividend was paid out end of March 2016.

In December 2015, Össur initiated a “Safe Harbor” share buyback program on Nasdaq Copenhagen. The program was carried out in accordance with the provisions of the European Commission’s Regulation No. 2273/2003. The purpose of the program was to reduce the Company’s share capital and adjust the capital structure by distributing capital to shareholders in line with the Company’s Capital Structure and Dividend Policy. The program ended on 30 November 2016 and the Company purchased 1,981,334 shares for approximately DKK 49 million (USD 7 million) through this program. (127,688 shares were purchased under the program in 2015.)

On 1 December 2016, Össur initiated a new share buy-back program on Nasdaq Copenhagen. The program will be carried out in accordance with Regulation No. 596/2014 of the European Parliament and of the Council on market abuse (“MAR”), and the Commission’s delegated regulation 2016/1052. At yearend 2016, Össur had purchased 98,525 shares through the new program for approximately DKK 2 million (USD 0.3 million).

In 2016, Össur purchased 7,853,968 shares through both the “Safe Harbor” programs on Nasdaq Copenhagen and block trades on both Nasdaq Copenhagen and Nasdaq Iceland for approximately DKK 193 million (USD 30 million). At yearend, Össur held 5,837,832 Treasury Shares.

Volume Price (DKK millions) Price (USD millions)
Safe Harbor Program in Nasdaq Copenhagen 1,952,171 48.2 7.2
Block trades on Nasdaq Copenhagen 2,285,661 57.7 8.9
Block trades on Nasdaq Iceland 3,600,000 86.8 13.4
Total 7,837,832 192.7 29.5

Shareholders

The Company had 4,014 shareholders at end of year 2016. About 90% of the Company’s shares are held by Danish (55%) or Icelandic (35%) shareholders, the remaining 10% of shares are held by various international investors.

Shareholdings by Country as of 31.12.2016

At yearend 2016, the following shareholders had announced holdings above 5% to the Company:

Name Type Country Voting rights
William Demant Invest A/S Investment Fund Denmark 42.1%
ATP Pension Fund Denmark 6.2%
The Pension Fund of Commerce Pension Fund Iceland 6.0%
Gildi Pension Fund Iceland 5.5%
The Pension Fund for State Employees Pension Fund Iceland 5.0%
*Total holding at the date of the announcement

Össur’s largest shareholder, William Demant Invest A/S, has been the largest shareholder since 2005. Niels Jacobsen, President and CEO of William Demant Holding A/S, has been the Chairman of the Board of Directors since 2006.

Markets


Össur operates within the global orthopaedic industry, delivering advanced and innovative solutions within the bracing and supports and prosthetics markets.

BRACING AND SUPPORTS

Össur’s bracing and supports products are used primarily to support joints and other body parts for therapeutic and preventative purposes. Össur offers a comprehensive line of custom made and off-the shelf products with a primary focus on osteoarthritis and injury solutions.

PROSTHETICS

Prosthetics are artificial limbs and related products for individuals who were born without limbs or who have had limbs amputated. Össur offers a full range of premium lower limb prosthetics, including liners, knees and feet, as well as bionic upper limb products.

ÖSSUR’S MANAGEMENT ESTIMATES: BRACING AND SUPPORTS PROSTHETICS
Market size $2.7-3.0 billion $1.2-1.3 billion
Market share 6-8% 20-21%
Market position #2 #2

Industry Dynamics

Aging Population

The increasing number of the total global population aged 65 and older will underpin market growth as an aging society brings an increase in the frequency of vascular diseases and diabetes. These diseases are two of the main causes of amputation, as well as an increasing need for compression therapy solutions. An aging population also means an increased amount of fractures, joint instability and joint afflictions such as osteoarthritis, which increases the demand for different forms of bracing and supports products.

Lifestyle

Obesity, which can result in diabetes and vascular diseases, is reaching epidemic proportions. Since diabetes and vascular diseases are the main causes of amputation, as the number of people afflicted by these diseases increases, the demand for prosthetics is expected to increase as well. Obesity and an aging population are also the main market drivers for osteoarthritis. At the same time active lifestyles and participation in sports increase, the demand for different types of support products continues to grow due to an increased number of sports related injuries and an increased demand for preventive products.

Technological Development

New technologies and technological combinations, as well as new materials, continuously yield improved products. Such technological advances lead to total market growth as demand is created for more technically advanced and expensive solutions.

Healthcare Regulations

Healthcare providers are constrained by budgets and, accordingly, they demand cost effective solutions without compromising quality. This has led to substantial investment in systems demonstrating and providing functional, clinical and economical outcomes to potential buyers. Two vital requirements for any market player in the orthopaedics industry are the ability to adapt to changing healthcare requirements and tailoring product offerings to meet the prevailing regulatory system.

The vast majority of Össur’s products are reimbursable through diverse public and private reimbursement systems. Reimbursement systems vary substantially between countries and product markets. Payers for Össur’s products usually include government reimbursement plans or insurance companies. Össur applies its reimbursement know-how from the earliest stages of product development to the post-sale education of customers. The Company pursues several strategies to manage and influence the reimbursement of Össur’s products and focuses on proving and communicating the functional and clinical outcome of its products.

Market environment in both segments has similar characteristics

Market drivers:

  • Aging and more active population
  • Increased instances of conditions such as obesity, diabetes, vascular diseases, stroke and arthritis
  • Technically advanced products
  • Minimal side effects of non-invasive treatments
  • Demand for higher quality of life

Market challenges:

  • Efforts to hold back growth in healthcare expenditures
  • Improved treatment options (surgery, wound care, etc.)
  • Easily accessible pain medication as an alternative to bracing and supports products
  • Changes to reimbursement structure

Industry stakeholders

In the orthopaedic industry, many stakeholders and decision makers are involved in purchasing decisions. Stakeholders can be categorized into five groups:

End-Users

Individuals that use the products.

Prescribers

Healthcare professionals who prescribe products, based on the condition/clinical indication of the user.

Providers

Healthcare professionals who provide users with products, such as CPO’s, doctors, podiatrists.

Payers

Public and private insurance companies. Over 90% of Össur products are reimbursed by a third party.

Influencers

Healthcare systems, insurance companies, medical associations, end-users and their families.

Risk Factors


Investment in Össur’s shares involves a high degree of risk. Össur’s business, financial conditions, and results of operations going forward rest upon certain assumptions and could be negatively affected if any of the factors described below occur. The Company cannot ensure that its assumptions will be correct. Furthermore, additional risks and uncertainties not presently known to Össur, or that it currently deems immaterial, may adversely affect its business operations and financial results. The risk factors discussed below are not listed in order of priority.

Assumptions regarding demographic trends are important factors in Össur’s business decisions. The Company expects, for example, that the population of elderly will continue to grow, that an increasing proportion of this population will live an active lifestyle and that the number of people with diabetes will increase in the future. No assurance can be made that these assumptions will prove to be correct or that these demographic trends will result in a demand for the Company’s products and services.
Headquartered in Reykjavík, Iceland, Össur has significant operations in the U.S. and Europe, as well as operations in Asia, Australia, Africa and South-America. Össur’s business and operations are therefore subject to various risks inherent to international operations. Such risks include, among others, recessionary trends, inflation, instability of financial markets, exposure to different legal standards and enforcement mechanisms, trade barriers, rules regarding the origins of products, labor unrest, foreign exchange controls, human rights, corruption and political and social instability.
Össur is responsible for the safety and effectiveness of its products. Össur engages in internal quality control and product testing procedures to mitigate the risk and also carries insurance. However, the Company cannot guarantee that it won’t be found liable for a product liability claim in the future or that the insurance coverage is sufficient or will continue to be available on commercially reasonable terms.
Most of Össur’s products and services are reimbursed by third-party payers, including both government healthcare programs and private health insurance plans. All third-party payers have developed and continue to develop increasingly sophisticated or aggressive methods of controlling healthcare costs, including review of claims, selective contracting and competitive bidding. These cost-control methods also potentially limit, or even eliminate the coverage and the amount of payment for which third-party payers may be willing to pay for medical products and services. As such, the continuing efforts of both governmental and private payers of healthcare to contain or reduce costs could lead to patients being unable to obtain approval for payment from these third-party payers. If that were to occur, sales of Össur’s products and services may decline significantly and its customers may reduce or eliminate purchases. Reviews of claims may lead to repayment of prior sales. Future legislative or regulatory initiatives directed at reducing costs could be introduced. In addition, changing healthcare trends such as increasing premiums or deductibles for patients may have an adverse effect on Össur’s business. The Company cannot predict the impact of future legislative or regulatory initiatives on its business.
Insurance coverage varies greatly between countries and considerable sales and profit in Össur’s O&P clinics are directly dependent on government contracts and tender business. Government contracts are subject to policy changes and subsequent loss in sales and profit. Tender contracts for O&P clinical services are regularly renewed and can be lost to competitors with a direct negative impact on the business.
Össur’s products are medical devices that are subject to extensive global regulations by the respective authorities in countries where Össur conducts its business. Such regulation can restrict virtually all aspects of a medical device’s design and testing, manufacture, safety, labeling, storage, recordkeeping, reporting, clearance and approval, promotion, distribution and services. Failure to comply with the regulatory requirements of the applicable authority may subject a company to administrative or judicially imposed sanctions ranging from warning letters to criminal penalties or product withdrawal. Össur’s failure to comply with regulatory requirements or receive regulatory clearance and approval for its products or operations, including healthcare fraud and abuse laws and regulations, would adversely affect Össur’s sales and potential for future growth.
Össur has an international shareholder base and is therefore exposed to risk of litigation from international investors.
Össur continuously works to attract and retain qualified and competent employees to maintain Össur’s innovative edge and financial success. Failing to attract and retain key employees, managers and experts, or not developing them adequately, puts the Company at risk.
Össur is exposed to risk of litigation and regulatory sanctions for employment practices. The Company mitigates these risks by adhering to relevant policies and procedures, educating managers on best practices, monitoring changes to employment legislation and carrying insurance. However, the Company cannot guarantee that it will not be found liable in the future or that insurance coverage is sufficient or will continue to be available on commercially reasonable terms. Össur is also exposed to risk related to strikes.
A substantial proportion of Össur’s growth in recent years has been driven by acquisitions. No assurance can be given that Össur will be successful in identifying appropriate acquisition targets in the key markets in which the Company operates or desires to operate. Acquisitions involve a number of risks, including diversion of management resources and management focus, integration risk, unexpected or high integration costs, failure to retain key employees of the acquired business and failure to realize expected synergies. To mitigate risk, Össur conducts due diligence on the operations of acquisition targets and seeks protection through representations and warranties from the sellers.
As a global business Össur is exposed to various risk factors originating in the international financial markets, among which are liquidity risk, interest rate risk, foreign exchange risk, credit risk and counterparty risk on cash held with financial institutions. These risk factors are managed according to internal rules that are outlined in the Company’s treasury policy. Össur’s functional and reporting currency is the U.S. dollar, hence fluctuations in local currencies can have an impact on the operations of the Company. Össur did not utilize derivatives or other financial instruments for hedging risk to currency fluctuations in 2016. However, the hedging policy was amended for 2017 to allow for active hedging of currency exposure that is not covered by the natural hedge in sales and costs by currency. In 2017 Össur entered into forward contract covering approximately half of the estimated ISK costs in 2017. Fluctuation in the exchange rates between the U.S. dollar, Euro, Icelandic krona and other currencies where Össur operates can therefore still have an impact on the financial condition and results of Össur’s operations, even with the aforementioned hedge.
Össur is committed to complying with tax rules and paying all legally required taxes. At the same time, the Company has a responsibility to the shareholders to legally minimize costs and maximize earnings. Össur’s tax strategy is to strive for optimizing taxes. The goal is to balance benefits against risks and costs while at the same time meeting reporting obligations, compliance obligations and corporate social responsibilities. Össur recognizes that some areas are not free from doubt and that differing legal interpretations may be possible, meaning that from time to time, tax authorities may not share or question Össur’s interpretation. Also, relevant laws and regulations may change, resulting in higher taxes or requiring the company to change the tax and legal structure.
Össur’s business is supported by several systems. The systems that are classified as mission critical are the ERP, warehouse, phone and email systems, as well as infrastructure like servers, networks, databases and storage systems. Failure in these systems can have a serious impact on the business, such as reduced or lost ability to receive orders, complete deliveries or manufacture products. To improve business continuity, Össur consolidated its IT systems into two reliable datacenters in EMEA and the U.S. that both serve as primary and disaster recovery sites where mission critical systems and data is replicated between centers.
Data privacy laws and regulations, including the Health Insurance Portability and Accountability Act in the U.S. regulate the transmission, maintenance, use and disclosure of protected health information. There are costs and administrative burdens associated with ongoing compliance with these data privacy laws and any failure to comply with current and applicable future requirements could adversely affect Össur’s profitability.
Össur’s main products are intended to improve the quality of life for individuals suffering the effects of injuries, amputations or illnesses. No assurance can be given that Össur’s target market will not be materially diminished by advances in medical science or that Össur will be able to generate comparable sales from alternative market segments.
Össur operates in markets that are characterized by rapid technological change, driven by extensive research that is carried out by market participants. The development by any of Össur’s competitors of substitute products that better satisfy market demands could have a material adverse effect on Össur’s business and results of operations. A failure by Össur to develop new products or enhance existing products could also have a material adverse effect on the Company.
Össur relies on a combination of patents, trademarks, trade secrets and non-disclosure and non-competition agreements to protect its intellectual property, and will continue to do so. While Össur intends to defend itself against any threats to its intellectual property, there can be no assurance that these patents, trademarks, trade secrets or other agreements will adequately protect Össur. Although Össur’s product design process has mechanisms in place to create, to the best possible extent, IPR freedom for the commercial exploitation of new products, the Company may be exposed to accusations of intellectual property rights infringement.
Össur’s sales depend primarily on the prescriptions and recommendations of its products by healthcare professionals. The Company has developed and maintained close relationships with a number of orthopaedics and prosthetic (O&P) clinics that support and recommend the Company’s products. A failure to maintain the support of such orthopaedics professionals and O&P clinics, or a failure to develop relationships with new healthcare professionals and O&P clinics, could adversely affect Össur’s business and results of operations.
Össur’s aim is to play a leading role in the likely continuance of consolidation in its markets. Össur’s success is subject to multiple factors both internal and external. As for external factors, the risk remains that competitors may accelerate the consolidation of the market, and strengthen their own position, at the expense of other participants like Össur. Additionally, competition from emerging markets or new competitors could undermine Össur’s market position. Össur also positions most of its products and services in the high-end market. Failing to provide sufficient evidence for higher value products and services to payers, customers and patients might result in a price shift or loss of business affecting the overall business of Össur. Össur also maintains its market position by relying upon a strong brand image and reputation, which creates a risk that the brand’s position could be adversely affected by the actions of Össur’s employees or brand ambassadors.
Third-party agents and distributors sell a portion of Össur’s products. The Company’s largest wholesale customer accounted for 5% of the Company’s net sales at yearend 2016. Other distributors accounted for less than 2% of net sales for the same period. These agents and distributors are not employees of Össur and Össur may be unable to influence their actions and performance.
Össur’s production and distribution facilities may be adversely affected by man-made or natural disasters. Össur has worked on certain risk ranking programs in all its main manufacturing and distribution facilities, and successfully reduced the level of risk and increased awareness among employees. However, a disruption of Össur’s production facilities could adversely affect the Company’s production output, which, in turn, would impair the Company’s ability to fulfill customer orders. This could lead to a decline in sales and increased costs due to necessary shift in production within the Company and the possible need to outsource some production. The Company maintains insurance to cover such losses. No assurance can be given, however, that insurance payments would be sufficient to cover the full loss resulting from a disruption in Össur’s production or that Össur’s insurance would cover the event that causes the disruption.
Össur is dependent on suppliers that manufacture products for the Company. Failure to deliver products could adversely affect the financial results of the Company. To mitigate this risk Össur audits its critical suppliers on a regular basis and carries safety stock of all products.
Össur’s products require silicone, carbon fibers, metals and other raw materials. Failure of supply of critical raw materials could adversely affect the financial results of the Company. To mitigate this risk Össur carefully selects suppliers of critical raw materials and carries safety stock of the raw materials.

Corporate Governance


This statutory statement on corporate governance is made in accordance with Article 66 (c) of the Icelandic Financial Statements Act No. 3/2006, as amended. This statement has been approved by the Board of Directors and is published in the Annual Report and on the Company‘s website. This statement covers the financial year that ended on 31 December 2016.

This statement includes information on the following items:

  • A reference to the corporate governance recommendations the Company follows and how the Company addresses the recommendations, including any deviations and explanations thereto.
  • A description of the main aspects of the Company‘s internal controls and risk management systems in connection with preparation of financial statements.
  • A description of the Company‘s diversity policy relating to the Board of Directors and the CEO, the aim of the policy and execution.

1. Corporate Governance

The Company has chosen to follow the Danish Recommendations on Corporate Governance because the Company‘s shares are traded on Nasdaq Copenhagen and it is recommended in the explanations to clause 4.1 of Nasdaq Copenhagen‘s rules for issuers of shares to apply the Danish Recommendations if foreign companies are not subject to other rules. Applying the Danish Recommendations will also make it easier for investors on the Danish market to assess the Company‘s corporate governance practices.

The latest Danish Recommendations on Corporate Governance, issued by the Corporate Governance Committee in May 2013 and updated in November 2014, are available on the Committee‘s website: www.corporategovernance.dk.

The Company complies with the vast majority of the Danish Recommendations. The few deviations are explained below. A complete report on the Company‘s compliance with each recommendation is available on the Company‘s website.

  • The CEO is responsible for the execution of the Company’s equal opportunities plan. The plan is not discussed annually within the Board of Directors.
  • The Company’s Articles of Association do not include a provision on a fixed retirement age for members of the Board of Directors. In the Board’s opinion, age is irrelevant as long as the contribution of the respective member of the Board is considered valuable.
  • The majority of the Board of Directors (3 of 5) is considered dependent. Two of the members of the Board represent the interest of the Company’s controlling shareholder. One member has been on the Board for 18 years. The two other members of the Board are considered independent. In the Board’s opinion it is normal and understandable that the controlling shareholder is represented by two out of five members of the Board. It is also the Board’s opinion that its longest serving member is in fact acting independently of special interest and his skills and experience, including his medical expertise and knowledge of the US healthcare system, are valuable to the Board and ensures diversity within it.
  • No nomination committee has been established and a remuneration committee was abolished in 2010 and the Company has not had such a committee since then. In the Board of Directors’ opinion such committees are not necessary taking into account the size of the Board and the balanced and relevant expertise and experience of the current members of the Board. The Board has the role and responsibilities such committees would otherwise have.
  • The Remuneration Policy does not include criteria that ensures that vesting period for variable components of remuneration agreements are longer than one calendar year. Bonuses for short-term performance may be paid quarterly, semi-annually or annually. The Company believes it is important to have certain flexibility to pay out such bonuses. However, the Remuneration Policy states that if bonus payments have clearly been based on false, misleading or insufficient data, such payments shall be repaid to the extent correct data shows that no or lower bonus would have been paid.

2. Main aspects of internal controls and risk management systems in connection with preparation of financial statements

Internal controls

The Board of Directors has an ongoing dialogue with the CEO on the identification, description and handling of the business risks to which the Company may be exposed. Material risks and risk management are discussed in the Annual Report.

The Company’s risk management and internal controls, in relation to financial processes, are designed to control the risk of material misstatements. The Company designs its processes to ensure there are no material weaknesses with internal controls that could lead to a material misstatement in its financial reporting. The external Auditors’ evaluation of these processes is included in the Auditor’s Report.

The Company goes through a detailed strategic and forecast process each year and a strategy and forecast report is prepared. The Board approves the Company’s strategy, forecasts and targets each year. Performances against targets are monitored on a monthly basis. This includes a year over year comparison where main reasons for changes are explained. A twelve month forecast is available at all times and forecasts are updated quarterly and reasons for changes explained.

To ensure high quality in the Company’s financial reporting systems, the following policies, procedures and guidelines for financial reporting and internal controls have been adopted, to which the subsidiaries and reporting units must adhere:

  • Continuous analysis of year over year comparison.
  • Continuous follow-up on results achieved compared to assumptions in forecasts.
  • Policies for IT use, insurance, cash management, procurement etc.
  • Reporting instructions as well as reporting and finance manuals.

The responsibility for maintaining sufficient and effective internal controls and risk management in connection with financial reporting lies with the CEO.

The Company does not have an internal audit function, but uses internal control systems that are monitored by the Audit Committee and assessed by the external Auditors.

External Auditors

An auditing firm is elected at the Annual General Meeting for a term of one year. The external Auditors are not allowed to own shares in the Company. The external Auditors shall examine the Company’s annual consolidated financial statements in accordance with international standards on auditing, and shall, for this purpose, inspect accounting records and other material relating to the operation and financial position of the Company. The external Auditors shall have access to all of the Company’s books and documents at all times. The external Auditors report via the Audit Committee to the Board of Directors on any significant findings regarding accounting matters and any significant internal control deficiencies.

3. Organizational structure and the role of each function

According to the Company‘s Articles of Association the Company is managed by:

  • Shareholders‘ Meetings
  • The Board of Directors
  • The Chief Executive Officer

Shareholders’ Meetings

The supreme authority in all affairs of the Company, within the limits established by the Company’s Articles of Association and statutory law, is in the hands of lawful Shareholders’ Meetings.

The Company’s controlling shareholder, William Demant Invest A/S, holds 42.4% of the shares and voting rights.

The Board of Directors

According to the Company’s Articles of Association the Board of Directors is responsible for the affairs of the Company between Shareholders’ Meetings.

The Board shall operate in accordance with the Company’s Articles of Association and the Board’s Rules of Procedure. The principal duties of the Board are as follows:

  • Appoint a CEO to manage the Company’s daily operations, decide on the salary and terms of employment, establish terms of reference and supervise the CEO’s work.
  • Supervise the Company’s activities and ensure that the Company’s organization and operations are in good and proper order.
  • Establish goals for the Company in accordance with the Company's objectives pursuant to the Articles of Association, and formulate the policy and strategy required to achieve these goals.
  • Ensure adequate surveillance of the accounting and financial management of the Company.
  • Evaluate the Company’s capital structure each year.

The Audit Committee

The Audit Committee shall operate in accordance with its Rules of Procedure. The principal duty of the Audit Committee is to ensure the quality of the Company’s Consolidated Financial Statements and other financial information, and the independence of the Company’s Auditors.

The Chief Executive Officer

According to the Company‘s Articles of Association the Board of Directors appoints a CEO to manage the Company‘s daily operations.

The principal duties of the CEO are as follows:

  • The CEO is responsible for daily operations and is obliged to follow the Board’s policy and directions, within the limits provided for by the Articles of Association and law. The daily operations do not include measures that are unusual or extraordinary. The CEO may only take such measures if specially authorized by the Board, unless it is impossible to wait for the Board’s decision without substantial disadvantage to the Company’s operations. In such an event the CEO shall inform the Board of his measures, without delay. If the Board has granted the CEO an authority to sign on behalf of the Company and/or granted him with powers of procuration, such authorizations are not limited by the foregoing.
  • The CEO shall decide on directorship in the Company’s subsidiaries and associates on behalf of the Company.
  • The CEO is responsible for the work and results of the Executive Management.
  • The CEO shall ensure that the Company’s consolidated financial statements are prepared in accordance with law and accepted practices and the Company’s assets are handled in a secure manner.

References to the executive board in the corporate governance recommendations only apply to the CEO.

Further information on the Board of Directors, the Audit Committee and the CEO can be found in the Annual Report and on the Company’s website.

4. Diversity policy

As regards the Board and the CEO, the Company follows the provisions on gender equality set out in the Icelandic Companies Act No. 2/1995 as amended. The Board is composed of 3 men and 2 women. When nominating candidates to the Board, the Board shall, in accordance with the Board’s Rules of Procedure, take into consideration the legal requirements as well as the composition of the Board and what kind of experience, knowledge, expertise and other qualities the candidate should possess. The Board applies similar criteria for the CEO.

Össur also has Equal Opportunities Plan in place. The purpose of Össur’s Equal Opportunities Plan is to ensure equal opportunities and equality of women and men within the Company. The goal is to utilize the skills, strengths and knowledge of employees in full, without gender-based discrimination. With this plan, the management and employees are at the same time reminded of the importance of everyone being able to reach their full potential regardless of sex, religion, opinion, nationality, race, sexual orientation, age or position, and to utilize equally the wealth inherent in the education, experience and attitudes of women and men.

The Equal Opportunities Plan is prepared in accordance with Icelandic Act No. 10/2008 on the Equal Position and Equal Rights of Women and Men. Reporting on the progress and objectives of the Equal Opportunities Plan is done in Össur’s Corporate Social Responsibility report that is published on the Company’s website.