Irisity
Corporate Governance
The basis for corporate governance within Irisity is Swedish legislation and the NASDAQ First North Growth Market Rulebook.
The company has engaged Erik Penser Bankaktiebolag as Certified Advisor.
The company does not comply with the Swedish Code of Corporate Governance.
CEO and management
The CEO is subordinate to the Board and is primarily responsible for the Company’s ongoing management and day-to-day operations. The division of labor between the Board and the CEO is stated in the rules of procedure for the Board and the instructions for the CEO. The CEO is also responsible for drawing up reports and compiling information from management before board meetings and is the rapporteur for the material at board meetings.
According to the instructions for financial reporting, the CEO is responsible for keeping the Board informed of the development of Irisity’s operations, results and financial position, liquidity and credit situation, key business events and other relevant circumstances.
Marcus is an entrepreneur and investor. He has gained significant experience within technology, entrepreneurship, and venture capital. He has invested in several successful technology startups. Marcus is creative, visionary and persistent. He believes the formula for success in any organization lies in the combination of innovation and execution which requires the right cultural balance between freedom and responsibility. MSc. Chalmers University of Technology.
Employed and CEO in Irisity since: 2017
Number of shares: 158 600
Number of warrants: 175 000
Victor is an innovative technology enthusiast and leader, focusing on productivity and user experience. He is a strong believer in agile methodologies and that great teamwork and constant improvement drives results and excellence. Victor has delivered performant cloud-based solutions for many years, always with a strategic focus to maximize value for the business long-term. Focusing and doing few, meaningful, things really well is core to Victor’s philosophy of what drives success. MSc. Chalmers University of Technology.
Employed since 2010, former CTO and CPO in Irisity since : 2018
Number of shares: 58 249
Number of warrants: 0
Andreas has long experience as investor and also finance within seed and growth phase companies. Andreas has a business oriented and strategic mindset but at the same time likes the agile work methodology which is needed in venture companies. From his background as elite athlete he brings the competitive mindset and also the importance of teamwork and a strong culture where everyone works towards the same goals. Andreas holds an MBA in finance from University of Agder in Norway.
Employed and CFO in Irisity since: 2020
Number of shares: 6 042
Number of warrants: 0
Erik is an experienced leader within tech development, combining a PhD background in computer vision and machine learning with extensive experience from industrial software development and management. He was the founder of Visionists, a computer vision specialist company which is now an integrated part of Irisity. As a manager, Erik believes in combining technical excellence and solid project management practices with an agile mindset and an open, easy-going atmosphere. And, of course, always keeping the true customer needs as a top priority.
Employed and CTO in Irisity since: 2019
Number of shares: 566 895
Number of warrants: 0
Board of Directors
All members of the Board of Directors are to be regarded as independent in relation to Irisity, its executive management, and its largest shareholders.
Lennart Svantesson is CEO at NAXS AB which is a public company listed on Nasdaq Stockholm. Current external directorships: Vauni AB (chair), ENTEA AB (director), Muntra AB, Albrektsund Förvaltningsbolag (chair), Chalmers Innovation Sead Fund, Investment Committee (director) Examples of previous directorships of public listed companies: Scribona AB, Bure Equity AB, Sintercast AB, Nolato AB. Examples of other previous directorships: Essex AB (chair). Carl Bro A/S(chair). Mercuri International AB (chair). Nimbus Boats AB (chair). Citat AB (chair), Cygate AB (chair), Systeam AB (chair), Vehco AB (chair), Icomera AB (chair), Chalmers Innovation (chair) Berg Propulsion AB (director). Lennart has previously been CEO in the public companies Scribona AB and Bure Equity AB and CEO in several companies such as Fundo Aluminim AB, Arthur.d Little Scandinavia AB och Nimbus Boats AB. Lennart has also held the position as SVP at Volvo Cars AB.
Member of Irisity’s Board of Directors since: 2017
Number of shares: 80 204
Number of warrants: 0
Current engagements: Chairman Winningtemp, director Detectify, Director Learnifier, Director Irisity. Examples of previous engagements: VP Salesforce Nordics & BNL, CEO Projectplace, CEO & Chairman Barium AB, Director Valeado AB, Viknum AB. Director of Johan Zetterström Management AB, Surecat AB.
Member of Irisity’s Board of Directors since: 2015
Total shares: 53 000
Total share warrants: 0
Current external directorships in Halon.io. He is commercial director Europe/International for Brooklyn Gin. Examples of previous positions: Years of experience within sales and marketing from Tele2 Group and Argogroup (now part of Ascom).
Member of Irisity’s Board of Directors since: 2019
Total shares: 0
Total share warrants: 0
Anna is CFO at Surgical Science Sweden AB, a life science/software company listed at Nasdaq First North Growth Market. She has been working mainly within the life science sector for over 15 years, with companies like Vitrolife and Q-Med, as both CFO and Director of Investor Relations, and has extensive knowledge about international growth companies and the requirements set upon listed companies.
Anna has an MBA from the School of Business, Economics and Law at the University of Gothenburg.
Member of Irisity’s Board of Directors since: 2021
Total shares: 1 500
Total share warrants: 0
Nils Malmros is CEO at DevPort AB which is a public company listed on Nasdaq First North Premier Growth Market. Example of current external directorships: MalmrosStrömshaga AB (chair), Fridhem-Johannedal Samfällighetsförening (chair), Srenity Solutions AB (director), Voz Technologies AB (director), Malmlok Fastighets AB (director). Example of previous external directorships: Lindholmen Science Park AB (director), DevPort AB (director), FABS AB (director), Alingsåshem AB (director), Alingsås Energi (director). Nils has previously been Business Area Manager within ÅF/Affry, CEO in Epsilon IT Väst AB, CEO in Epsilon Embedded Systems AB, CEO in Frontpartner Svenska AB. Also years of experience within sales and marketing from Teleca and AU-System.
Member of Irisity’s Board of Directors since: 2021
Total shares: 0
Total share warrants: 0
Nomination Committee
Nomination Committee for Annual General Meeting 2021. The Nomination Committee shall propose chairman of the Annual General Meeting, number of Board members, remuneration to the Board, the election of Board members, an election of auditors, fees to the auditors, and how the Nomination Committee shall be appointed. The Nomination Committee shall consist of three to five persons.
The chair of the board shall on basis of the shareholder register of 30th of September 2020 convene representatives of the company’s five largest shareholders, which subsequently constitute the company’s nomination committee. In case of that, only two of the five largest shareholders are at the disposal of the nomination committee, the next owner shall be asked in the order of magnitude until at least three members are reached. The representative of the company’s largest owner shall be the chairman of the nomination committee.
The composition of the Nomination Committee with the name, telephone number, and e-mail address is published on the company’s website on November 30, 2019.
The Nomination Committee for the Annual General Meeting 2020 consisted of:
Håkan Krook
Phone: 0708-990461
Email: hakan@chalmersventures.com
Fredrik Sanell
Phone: 0703-104859
Email: fredrik.sanell@chalmers.se
Ulf Runmarker
Phone: 0708-525130
Email: ulf@runmarker.se
Erik Landolsi
Phone: 0737-084878
Email: erik.landolsi@irisity.com
Erik Sprinchorn
Phone: 0738-145888
Email: erik.sprinchorn@tinfonder.se
Auditors
The auditor shall review the Company’s annual accounts and accounts, as well as the Board and CEO’s management. After each financial year, the auditor shall submit an auditor’s report to the AGM. Under the Company’s Articles of Association, the Company shall have no more than two auditors and no more than two deputy auditors.
Irisity’s auditor is Ernst and Young AB with authorized auditor Thomas Nilsson, born 1962, as the chief accountant auditor.
Ernst and Young AB and Thomas Nilsson are members of FAR SRS.
Certified Adviser
Irisity has entered into an agreement with Erik Penser Bankaktiebolag in its capacity as an approved adviser, known as Certified Adviser.
Erik Penser Bankaktiebolag is responsible as Certified Adviser in order for the Company to comply initially and continuously with First North’s regulatory framework.
Erik Penser Bank offers companies listed on the First North service as Certified Adviser. Unlike the regulated market, each company on First North has a so-called Certified Adviser, “CA” that ensures that companies meet the requirements and rules that exist.
Read more about Erik Penser Bankaktiebolag at www.penser.se.
Certified Adviser: Erik Penser Bank AB
Phone: +46 8-463 83 00
Email: certifiedadviser@penser.se