Governance

Corporate governanceArticles of associationBoard and committeeExecutive managementNomination committeeAuditorRemuneration to senior executivesCode of conductWhistleblowingShareholders’ meeting
Board of directors

Lars Berg
Chairman of the board and Chairman of the remuneration committee since 2020

Born: 1947

B.Sc. in Economics at Gothenburg School of Economics. Lars has a solid background as CEO and Executive Director, including Telia. As well as, experience from an array of different Board assignments at several listed companies in technology and telephony. Most recently, Lars was responsible for telecom operations as the Executive Director at the German Mannesmann Group.

Other current board assignments: Chairman of the board of Greater Than AB.

Previous board assignments: Chairman of the board of Net Insight AB and NORMA Group SE. Board member of Bio Electric Solutions LGJ AB.

Independent in relation to the company and management: Yes

Independent in relation to major shareholders: No

Shares in the company: 38 015

Warrants: 24 000

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Anne Broeng
Board member and Chairman of the audit committee since 2020

Born: 1961

M.Sc. in Economics, University of Aarhus. Anne works as a professional Board member, with extensive experience in both public and private companies. She has previously served as President, CFO, and CIO of PFA Pension.

Other current board assignments: Chairman of the board of Asta & Jul.P Justesen Fond and Velliv. Board member of Aquaporin A/S, ATP, NNIT A/S, and VKR Holding.

Previous board assignments: Board member of Bikuben Fonden, Danske Commodities, F. Salling Holding a/s, F. Salling Invest a/s, Kollegiefonden Bikuben, Købmand Ferdinand Sallings Mindefond, Købmand Hermand Sallings Fond, Nasdaq Nordic ltd., Pension Danmark and Velux.

Independent in relation to the company and management: Yes

Independent in relation to major shareholders: Yes

Shares in the company: 10 000

Warrants: 12 000

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Olof Nilsson
Board member and member of the audit committee since 2020

Born: 1969

M.Sc. in Physics, Stockholm Royal Institute of Technology (KTH). Olof joins the Sleep Cycle Board of Directors with 25 years of experience from the venture capital industry as a VC investor, entrepreneur, and Board member. Previously Olof worked as Head of early investments in the AP6 (the Sixth Swedish National Pension Fund), where he also launched a new mandate to invest in US tech funds; before that he was co-founder and COO of the IQube incubator.

Other current board assignments: Board member of Hemverket AB, High Estate AB, hittapunktse AB, Marton 1 Holding AB, Marton International AB, Marton Sverige AB, Mäklarsäkrat AB, Wave BidCo AB and Wave HoldCo AB. CEO and deputy board member of ViOchO1 Advisers AB.

Previous board assignments: Chairman of the board in Aumar AB and Bokadirekt in Stockholm AB. Board member of Apolea holding AB, Apotea AB, FPV Holding AB, Yanzi Networks AB, and Yanzi Networks Holdings AB. Deputy board member of FPV Holding AB.

Independent in relation to the company and management: Yes

Independent in relation to major shareholders: Yes

Shares in the company: 428

Warrants: 12 000

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Rasmus Järborg
Board member and member of the remuneration committee since 2020

Born: 1969

M.Sc. in Economics, Stockholm School of Economics. Rasmus has a background and extensive experience in digitalization and digital channels within the financial industry. He has worked as Chief Product Officer at Nordnet since 2018. His background includes several senior positions at SEB as Chief Strategy Officer and Head of the bank’s digitization and digital channels. Previously, Rasmus worked at the Global Investment Bank UBS in London, UK.

Other current board assignments: Chairman of the board of Shareville AB. Board member of Nordnet Ventures AB.

Previous board assignments:

Independent in relation to the company and management: Yes

Independent in relation to major shareholders: Yes

Shares in the company: 32 000

Warrants: 12 000

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Ödgärd Andersson
Board member since 2021

Born: 1972

M.Sc. in Mechanical Engineering, Chalmers University of Technology, Gothenburg. Ödgärd is CEO of Zenseact AB, a company tasked with creating autonomous driving software for cars. With extensive experience in technical innovation and the telecom industry, she has a background in a number of different positions at Volvo Car Group, including Chief Digital Officer and VP Vehicle SW & Electronic. Prior to her years in the automotive industry, Ödgärd worked in the telecom industry at Ericsson for over 20 years, including as VP Vehicle SW & Electronics and as Head of Ericsson’s Gothenburg office.

Other current board assignments: Board member of Volvo Car Technology Fund AB. CEO of ZENSEACT AB.

Previous board assignments: Board member of Opus Group AB (publ).

Independent in relation to the company and management: Yes

Independent in relation to major shareholders: Yes

Shares in the company: 428

Warrants: 12 000

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Audit Committee
Sleep Cycle has an audit committee consisting of two members: Anne Broeng (chairman) and Olof Nilsson. The audit committee shall, without it affecting the responsibilities and tasks of the Board of Directors, monitor the Company’s financial reporting, monitor the efficiency of the Company’s internal controls, internal auditing and risk management, keep informed of the auditing of the annual report and the consolidated accounts, review and monitor the impartiality and independence of the auditors and pay close attention to whether the auditors are providing other services besides audit services for the Company, and assist in the preparation of proposals for the shareholders’ meeting’s decision on election of auditors. All members of the audit committee are independent of the Company and executive management as well as of the major shareholders.
Remuneration Committee
Sleep Cycle has a remuneration committee consisting of two members: Lars Berg (chairman) and Rasmus Järborg. The remuneration committee shall prepare the Board of Directors’ decisions on issues concerning remuneration principles, remunerations and other terms of employment for the executive management remuneration guidelines as well as the remuneration report, monitor and evaluate programs for variable remuneration, both ongoing and such that have ended during the year, for the executive management and monitor and evaluate the application of the guidelines for remuneration to the executive management established by the annual general meeting, as well as the current remuneration structures and remuneration levels in the Company. The remuneration committee shall on a continuous basis, and always after its meetings, report its decisions, proposals, findings, conclusions etc. in writing to the Board of Directors.

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