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.

Number of shares: 151 881
Number of warrants: 175 000

Erik Stenberg - CFO

Erik Stenberg

CFO

Erik is a doer who thrive on new challenges and am solution-oriented. He have the ability to build engaged, efficient and result oriented team. He is a business oriented person with a focus on both the business arrangement and the ongoing operations. Erik’s strengths are that he is committed and active which cause teams to operate well. Moreover, he have a sales and marketing orientated abilities which facilitates finding potential activities and further developments. BA Gothenburg School of Business, Economics and Law.

Number of shares: 57 870
Number of warrants: 10 000

Victor Hagelbäck - CTO

Victor Hagelbäck

CTO

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.

Number of shares: 58 249
Number of warrants: 0


Board of Directors

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

Göran Wolff - Director

Göran Wolff

Director

CEO of Misen Energy AB, 2012- Interim CFO at Replacement AB, 2011-2012 Business controller and then CFO and business developer at Geveko, 2005-2011 and 1987-1998 Independent consultant, 2003-2004 Head of Administration at Koncentra Verkstads AB, 1998-2003 Group Controller at Ledugruppen, 1985-1987 Budget Director at Wicanders AB, 1982-1985 Assistant to the CEO at Distingo Handels AB, 1979-1982

Member of Irisity’s Board of Directors since: 2013
Total shares: 26 500
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 and is generally fearless, humorous, curious and a woman of high integrity.

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 2019.

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 2018 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, 2018.

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

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

Mats Enegren
Tel: 0702-115377
Email: mats.enegren@almi.se

Niklas Larsson
Tel: 070-7576090
Email: niklas@mindmancer.se

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

(Are to be published on November 30, 2018)


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.