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.
Keven brings more than 20 years of security industry experience, and most recently came from Milestone Systems AS, where he was the VP of Technology Partners. Over the past 9 years at Milestone, Keven has worked in several leadership positions including as the Open Security and Safety Alliance VP representing Milestone. Before this, Keven was the CEO of Connex International, Inc which was acquired by Milestone Systems in 2013.
Employed since: 2023
CEO of Irisity since: 2023
Number of shares: 0
Victor is an experienced leader, focusing on product strategy, development, and commercialization. He has a long track record at Irisity, being part of the management team since 2012. Victor has delivered performant cloud-based and AI-driven solutions for many years, always with a strategic focus to maximize value for the customer and the business long-term. He holds a MSc. in Intelligent Systems Design from Chalmers University of Technology
Employed since: 2008
CPO/CMO at Irisity since: 2019/2023, part of the management team since 2012
Number of shares: 65 000 + 25 000 warrants
Anna has over 20 years of experience in financial leadership roles mainly with international, public companies. Her experience also includes commercialization, product management, operations, project management, and business transformation. She holds a master’s in business administration from the University of Halmstad.
Number of shares: 55 000 shares + 25 000 warrants
Employed and CFO of Irisity since 2022, COO since 2023.
Prior to its acquisition by Irisity, Zvika co-founded Agent Vi and served as its CTO. Zvika is a seasoned technology leader and brings decades-long experience in designing and successfully bringing to market complex software products. He has extensive know-how in cloud, AI, edge computing, and networking technologies. Zvika holds a MSc in Electronics Engineering from the Technion – Israel Institute of Technology.
Employed since: 2003
CTO of Irisity since: 2021
Number of shares: 366 940
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
Total shares: 80 204
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: 4 399
Rom Mendel is an experienced executive and leader from international MedTech, Life science and technology companies. Previous positions include Managing Director at Cochlear Bone Anchored Solutions and President of Cochlear Acoustic, CMO at Ascom and Chairman of the Board at Duearity AB. Rom has solid experience of building strong growth companies and will contribute with business experience, financial expertise and technical know-how in the board work.
Member of Irisity’s Board of Directors since: 2022
Total shares: 3 050
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
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: 23 000
Dorian Barak is an investor and fund manager with over two decades of private equity, consulting and legal experience. He has a long track record of creating and unlocking value in dozens of investments and exits across the Middle East, China, and Europe. Dorian Barak is educated at Yale (JD) and UCLA (BA) (US) as well as Oxford (MA) (Great Britain). Previous experience includes positions such as management consultant at The Boston Consulting Group and as a corporate attorney at the Skadden Arps law firm in New York. Current and previous board positions (partial): Cipia Vision, Agent Vi, Nowforce, Reorient Group, Omnitas Aviation, KuangChi Science, Frontier Services Group, Zwipe, Alufer Mining.
Member of Irisity’s Board of Directors since: 2021
Nomination Committee
Nomination Committee for Annual General Meeting 2023
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 2022 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 Nomination Committee for the Annual General Meeting 2023 has been appointed as follows:
Westergyllen AB through Ulf Runmarker (Chairman)Phone: 0708-525130Email:ulf@runmarker.se
Hans Andersson Holding AB through Christian AnderssonPhone: +46722411800Email: Christian.Andersson@hansandersson.se
Chalmers Innovation Seed Fund AB through Håkan KrookPhone: 0708-990461Email: hakan@chalmersventures.com
Auditors
The auditor shall review the Company’s annual 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 Linda Sallander as the chief accountant auditor.
Ernst and Young AB and Linda Sallander 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