Corporate governance

The basis for corporate governance within Irisity is Swedish legislation and the NASDAQ First North 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 Bäcklund - CEO

Marcus Bäcklund

CEO

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: 151 881
Number of warrants: 175 000

Erik Stenberg - CFO

Erik Stenberg

CFO

Erik is a solution-oriented doer who thrives on new challenges and has the ability to build engaged and result-oriented teams. As a business-oriented person Erik puts focus on both the overall business arrangement as well as the ongoing operations. His strength lies in the combination of commitment and keeping an active dialogue with people which enables teams to operate efficiently. Moreover, Erik has a sales- and marketing-orientated side which contributes to new lead activities and continuous development of the business. BA Gothenburg School of Business, Economics and Law.

Employed and CFO in Irisity since: 2014
Number of shares: 57 870
Number of warrants: 10 000

Victor Hagelbäck - CPO

Victor Hagelbäck

CPO

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

Erik Landolsi - CTO

Erik Landolsi

CTO

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: 1 136 895
Number of warrants: 0

Gustav Nilsson - COO

Gustav Nilsson

COO

Gustav is an entrepreneurial team player with energy and a strive to build thriving companies for the greater good. His experience spans from creation of start-up ventures to large corporate operations where he has been leading business strategy, product development, PMO, sales and purchasing operations. “My goal is to make a difference where it matters. AI holds the potential to make or break our future on this planet. Irisity is on a journey towards the first alternative. Our purpose to make a difference is clear, profit as such is not the main driving force, it is simply put a very rewarding result along the way”

Employed and COO in Irisity since: 2019
Number of share: 72 210
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 - Chair of the Board

Lennart Svantesson

Chair of the Board

Current external directorships: Vauni AB (chair), ENTEA AB (director), Handelsbanken Sisjön, (director), 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), Berg Propulsion AB (director).

Member of Irisity’s Board of Directors since: 2017
Number of shares: 80 204
Number of warrants: 0

Anders Långsved - Director

Anders Långsved

Director

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

Meg Tivéus - Director

Meg Tivéus

Director

Meg Tivéus has been a full-time director for the past 12 years, with experience as chair of the board of a number of companies, including Frösunda, Folktandvården, Solhagagruppen, Björn Axen and Arkitektkopia. Meg is also chair of the Audit Committees of Swedish Match, Cloetta and Endomines. Meg has worked for a number of public listed companies and startups. She has broad operational experience from several sectors, including the gaming industry (Svenska Spel, Boss Media and Nordic Gaming), logistics (the Swedish postal service), retail (NK and Åhléns) and the paper industry (Modo, Holmen, Billerud). Meg has a Degree of Master of Science in Business and Economics from the Stockholm School of Economics.

Member of Irisity’s Board of Directors since: 2017
Total shares: 3 000
Total share warrants: 0

Johan Zetterström - Director

Johan Zetterström

Director

CEO of Barium AB, Valeado AB, Viknum AB. Director of Johan Zetterström Management AB, Surecat AB, Detectify AB.

Member of Irisity’s Board of Directors since: 2015
Total shares: 53 000
Total share warrants: 0


Nomination Committee

Nomination Committee for Annual General Meeting 2020.

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 2019 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 are published on the company’s website on November 30, 2019.

The Nomination Committee for the Annual General Meeting 2019 consisted of:

Håkan Krook
Tel: 0708-990461
Email: hakan@chalmersventures.com

Fredrik Sanell
Tel: 0703-104859
Email: fredrik.sanell@chalmers.se

Ulf Runmarker
Tel: 0708-525130
Email: ulf@rfab.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 Staffan Landén, born 1963, as the chief accountant auditor.

Ernst and Young AB and Staffan Landén 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

Telefonnummer: +46 8-463 83 00

E-post: certifiedadviser@penser.se