GOVERNANCE REPORT

ARTICLES OF ASSOCIATION

According to the Articles of Association, the Board of Directors of the Company shall have three (3) to six (6) members with a maximum of five (5) deputies. Board members and deputies are elected by the Annual General Meeting. The Board’s assignment is valid until the end of the next Annual General Meeting. The management and all board members can be reached via the Company’s head office at Gasverksgatan 1, 222 29, Lund. The Board’s work is governed by the Swedish Companies Act, the Articles of Association and the rules of procedure produced by the Board.

GENGERAL MEETINGS

Nomination Committee

The Nomination Committee is appointed in consultation with the three largest shareholders or ownership groups according to shareholder statistics from Euroclear Sweden and other reliable owner information in accordance with the decision of the Annual General Meeting.


The task of the Nomination Committee is to prepare proposals for the Annual General Meeting regarding the Chairman of the Annual General Meeting, the Board, the Chairman of the Board, board fees with a division between the Chairman and other members of the Board, auditors, and auditors’ fees.


The nomination committee in SpectraCure AB (publ.) ahead of the 2023 annual general meeting consists of:

  • Chairman Jan Karlsson, appointed by Masoud Khayyami, represents approximately 10.0 percent of shares and votes.
  • Christer Sjödoff, appointed by Cardeon, represents approximately 2.1 percent of shares and votes.
  • Dan Persson, appointed by MTT Capital and Dan Persson, together represent approximately 1.7 percent of shares and votes.


Shareholders who wish to submit proposals to the Nomination Committee may do so in writing to:

The Nomination Committee
SpectraCure AB (publ)
Gasverksgatan 1
222 29 Lund

Or by e-mail to:
info@spcvalberedning.com

Board

Jörgen Wennberg

Chairman of the board since 2022

Born:

1952

SHARES IN SPECTRACURE AB:

1 334 126 shares
(INCL. RELATED *)

Jörgen has a marketing diploma and has worked for over 30 years within the ICA Group. He is a former CEO of ICA Banken and has several years of experience in board work. Jörgen has previously been a member of ICA AB Group Management team and a board member of the Swedish Bankers’ Association.

Jörgen Wennberg is independent of the Company and the owners.

Tomas Kramar

Board member since 2022

Born:

1954

SHARES IN SPECTRACURE AB:

25 000 shares

Tomas has a Master of Science in Chemical Engineering from Lund University. He has over 40 years of experience from the life science industry and has previously worked as CEO of Siemens Healthineers, as well as CEO of Siemens Healthcare Diagnostics. Tomas has also worked at Abbott Laboratories, Becton Dickinson och Hoffmann La Roche. Tomas is chairman of Kramar Group AB and the Percy Falk Cancer Foundation. He is also a board member of Nanologica AB, Gentian A / S, Corsmed AB, Lundonia Biotech AB and CytaCoat AB.

Tomas Kramar is independent of the Company and the owners.

Masoud Khayyami

Board member since 2022

Born:

1963

SHARES IN SPECTRACURE AB:

11 156 691 shares 
(private and via companies)

Masoud has a PhD in technical chemistry and has solid experience from research in medical technology and biotechnology. He has previously been CEO of SpectraCure AB. Masoud has entrepreneurial experience in companies such as Lumito AB, Gasporox AB and Prolight Diagnostics AB. Today, Masoud works as CEO of Cardeon AB.

Masoud Khayyami  is not independent of the Company and the owners.

Homer Pien

Board member since 2021

Born:

1963

SHARES IN SPECTRACURE AB:

0 shares

Homer Pien was most recently SVP and Chief Scientific Officer for the Precision Diagnosis cluster of businesses, and prior to that Chief Technology Officer for Imaging System, at Philips.  Before joining Philips in 2012, he was in the Department of Radiology at Massachusetts General Hospital and Harvard Medical School, where he led the Laboratory for Medical Imaging and Computations.  Homer was also at two start-ups, one of which was a biotech company he co-founded and served as CEO before the company was acquired.  Earlier in his career Homer was at MIT Lincoln Lab and Draper Lab.  Homer has a PhD in computer science from Northeastern University (Boston, MA), and MS Management from Massachusetts Institute of Technology (Cambridge, MA).

 

Homer Pien is independent of the Company and the owners.

Katarina Svanberg

Board member since 2013

Born:

1944

SHARES IN SPECTRACURE AB:

200 000 shares (incl. related)

Katarina Svanberg is M.D., PhD and has for a long time been a consultant and adjunct professor of oncology at Lund University. She has previously been a part-time professor at South China Normal University in Guangzhou, China. Katarina has introduced photodynamic tumour therapy in clinical use at Lund University Hospital. She is the co-author of over 180 peer-reviewed articles and has, as the first woman in 41 years, been awarded with the National Institute of Health Lifetime Achievement Award in Biophotonics by the International Society for Optics and Photonics – the American Medical Board’s award in laser medicine, and optics and laser organization SPIE’s highest reward – its gold medal.

Katarina is a board member of the Lund Laser Center and has served since 1993, first as director and now as chairman of the board at Lund University Medical Laser Center.

Katarina Svanberg is independent of the Company and the owners.

Jesper Freij

Board member since 2022

Born:

1971

SHARES IN SPECTRACURE AB:

4500 shares

Jesper holds a Master’s degree in Business Administration from the School of Economics at Lund University. He has worked in the pharmaceutical industry in the Nordic region since 1998, of which 20 years in various management positions.
Jesper has also worked at Novo Nordisk and Novartis. At Novartis, and its former subsidiary Alcon, he worked for eight years as Nordic Franchise Head Ophthalmology, with responsibility for their eye drugs. There, Jesper had, among other things, responsibility for Visudyne. Today, Jesper works as a consultant in life science with a focus on launch preparations, marketing and leadership.

Jesper Freij is independent of the Company and the owners.

*Related –
Definition
Spouse / spouse or person who is regarded as equal to spouse / spouse as a person with whom the insider has entered into partnership and cohabitation.
Children that the person in the leading position has custody of.
A relative who has shared the same household for at least one year at the date the transaction took place, for example, adult children.
Legal entities
a) whose management information is performed by a person in a senior position or physically related person; or
b) directly or indirectly controlled by such person;
c) prepared in favor of such person; or
d) whose financial interests mainly correspond to the interest of such person.

AUDITOR

Auditor
The external auditor is elected by the Annual General Meeting for a period of one year at a time. The auditors review the annual report and accounting as well as the Board’s and the CEO’s administration in accordance with an audit plan that is established together with the Board.
In connection with the audit, the auditors must report their observations to the company management and the board. At least once a year, the auditors must report their observations directly to the Board without the presence of company management. The auditors also attend the Annual General Meeting where they review their audit and their recommendations in the auditor’s report.

The company’s auditor
Since the Annual General Meeting on 23 May 2018, the company’s auditor has been the registered auditing company KPMG AB, which was also re-elected at the Annual General Meeting on 12 May 2022 with the authorized public accountant Jonas Nihlberg as principal auditor, for the period until the next Annual General Meeting. The auditor has audited the annual report and consolidated accounts for the financial year 2021-01-01 to 2021-12-31 and also the quarterly report for the third quarter.

Management team

Masoud Khayyami

interim CEO

SHARES:

11 156 691 SHARES 
(PRIVATE AND VIA COMPANIES)

Masoud Khyyami has a PhD in technical chemistry and has solid experience from research in medical technology and biotechnology. He has previously been CEO of SpectraCure AB. Masoud has entrepreneurial experience in companies such as Lumito AB, Gasporox AB and Prolight Diagnostics AB. Today, Masoud works as CEO of Cardeon AB.

Kristina Holst

HEAD OF CLINICAL AFFAIRS

SHARES:

0 SHARES

Kristina Holst is a licensed dentist. She has many years of experience in the medical technology industry and has mainly worked with clinical studies but also with marketing and product development. Kristina has previously held leading positions in clinical studies and regulatory activities at, among others, Arjo, Medeuronet, DMC Healthcare and Straumann.

Henrik Ljung

CFO

SHARES:

2 000 SHARES

Henrik Ljung has an MBA and has several years of experience as the CFO of Cerdo Bankpartner AB, Acconeer AB, Ballingslöv AB, Sardus AB, and Malmöhus Invest AB, among others.

Johannes Swartling

CTO

SHARES:

79 300 SHARES

Johannes Swartling has a Ph.D. in physics from Lund University (2002). He has worked at SpectraCure since 2006 and is responsible for research and development at the company. He has experience in development of medical devices, clinical trials, and quality and regulatory work including risk management. Before joining SpectraCure AB, he held post-doctoral research positions at Politecnico di Milano, Italy, and at Cambridge University, UK. His research has been on applications of laser technology and spectroscopy in biology and medicine, His research has been on applications of laser technology and spectroscopy in biology and medicine, and he is the author of some 30 original peer-reviewed research papers.