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Corporate governance

Read more about Ortivus’ Management team, Board of Directors and Nomination Committee.

Ortivus' governance system

Corporate governance is the system that governs how shareholders exercise control over a company. Ortivus AB is a Swedish public limited company with its registered office in Danderyd, whose A and B shares are listed on Nasdaq First North Growth Market Sweden.

The basis for governance of Ortivus AB is contained in the Articles of Association, the Swedish Companies Act and other applicable Swedish rules and regulations.

Governance, management, and control are distributed between the shareholders at the Annual General Meeting, the Board of Directors and the CEO in accordance with the rules laid down in the Swedish Companies Act, (see www.bolagsstyrning.se) Stockholm’s rules for issuers, the Articles of Association and internal regulations decided by the Board of Directors and management. The collaboration with the Company’s auditors, appointed by the Annual General Meeting, constitutes an integral part of the work, focusing on the management of the Board and the President and the company’s financial reports. Control and control systems have been adapted to the size and operations of the company.

The corporate governance report is available in the company’s annual report.

Articles of Association

The current Articles of Association were adopted at the Annual General Meeting on May 9, 2016. It is stated in the Articles of Association that the company’s operations are to conduct development, manufacture, sales and service and support of medical, technical and customer-supporting products and services, as well as conducting other compatible activities. The Articles of Association stipulate, among other things, how many votes each share class (A or B shares) entail, number of Board members and auditors, that the Annual General Meeting shall be held once a year within six months after the end of the financial year, how the notice of the Annual General Meeting shall take place, and that the company has its headquarters in Danderyd, Sweden.

For more information about the current Articles of Association, please see Ortivus bolagsordning. (in Swedish)

Remuneration Committee

The Remuneration Committee has an advisory function regarding remuneration issues within the company. The Remuneration Committee consists of the Chairman of the Board and a Board member. No separate remuneration has been paid for the work of the Remuneration Committee.

The Remuneration Committee, as well as the Board, shall annually, evaluate the company’s remuneration system for senior executives.

Auditor

In addition to the audit of the annual accounts, the audit also includes an ongoing review of the year’s accounts and management, which also includes an audit of internal procedures and control systems. Furthermore, a statutory review of the Group’s corporate governance report and a review of whether the Annual General Meeting’s guidelines on remuneration to senior executives have been followed are carried out. The company’s auditor is also present at certain board meetings to discuss the audit plan and observations from the audit. The company’s auditor also meets the Board without the presence of representatives from the company.

The Annual General Meeting elects the auditors in Ortivus for a period of one year until the next Annual General Meeting. For the period up to the Annual General Meeting 2025, BDO Mälardalen AB was elected as the auditing firm. BDO Mälardalen AB appointed Authorized Public Accountant Beata Lihammar as auditor in charge.

Evaluation of the Board of Directors and the CEO

Once a year, the Chairman initiates an evaluation of the Board’s work. The purpose of the evaluation is to get an idea of the board members’ opinion on how the work of the board is conducted and what measures can be taken to streamline the work of the board. The result of the board evaluation has been communicated to the Nomination Committee.

The Board continuously evaluates the CEO’s work by following the development of the business towards set goals.

Board of Directors

Anna-Carin Strandberg

Chairman of the Board

First elected: 2024
Year of birth: 1965
Education and experience: Degree in Business and Economics from Umeå University. Anna-Carin Strandberg has 29 years of experience in senior roles within international marketing, sales, and business development in the medical technology and software industries, primarily at Elekta and Philips. Since 2024, Anna-Carin has served as CEO of Livio AB, the Nordic region’s largest group specialising in IVF treatments, with nearly 300 employees.
Board positions: Livio BidCo AB, Livio AB, Carl von Linne AB, Vitanova A/S, Livio Oslo A/S.
Shareholding: 10 000 shares. Independent in relation to the company and the main shareholders.

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Peter Edwall

Board member

First elected: 2008
Year of birth: 1955
Education and experience: Degree in Economics from the University of Gothenburg. Entrepreneur and founder of several public investment firms with over 40 years of experience in professional asset management. Majority owner of the family business Ponderus Invest AB, which focuses on investing in small, innovative technology companies with a long-term active ownership strategy.
Board positions: Board member of Soya Group AB, Wallstreet AB and Alfa Invest AB.
Shareholding: (Through companies and privately, including related parties) 80,525 class A shares, 11,161,395 class B shares. Independent in relation to the company but not in relation to the main shareholders.

Ulf Järnberg

Board member

First elected: 2021
Year of birth: 1964
Education and experience: Master’s degree in Economics, from Gothenburg University, School of Business, Economics and Law. Ulf has over 30 years experience from leading international marketing and sales positions within the Medtech and pharmaceutical industry. Since 2023, Ulf currently upholds a position as the CEO of Adcare Nordic Group AB, a company that delivers cost-effective system solutions to enhance healthcare in the Nordic region.
Board positions: None.
Shareholding: No shares. 50,000 call options issued by Ponderus Invest AB. Independent in relation to the company and the main shareholders.

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Anna Klevby Dalgaard

Board member

First elected: 2017
Year of birth: 1979
Education and experience: Degree in Business and Economics from the Stockholm School of Economics. Medical studies at Karolinska Institutet. Anna has over 20 years of experience in the healthcare sector, both as an entrepreneur and as an advisor to medical technology companies, investors, and public authorities. She has a background as a strategy consultant at McKinsey & Co and currently focuses on supporting health tech companies at various stages of development.
Board positions: Chairman of the Board at Curus AB and Board Member of NRATIV AB.
Shareholding: 108 800 class B shares. Independent in relation to the company and the main shareholders.

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Internal control and risk management

According to the Swedish Companies Act, the Board is responsible for internal control. This description is primarily limited to internal control over financial reporting, but for Ortivus as a medical technology company, product quality and the clinical and medical aspects are important focus areas.

Ortivus’ Board of Directors, management and employees, governance, management and control must always be balanced with regard to the size of the company, for example, the company has no department for internal audit. Ortivus has a series of processes and control systems where control needs have been balanced with risk assessment and where the company size and complexity have been taken into account.

Ortivus AB’s Board annually establishes rules of procedure for its work, as well as the CEO’s instructions and policies for important areas of finance, quality, risk management and information.

Ortivus’ CEO and management have full operational responsibility for internal control. Based on the Board’s guidelines, laws and regulations regarding financial reporting, the management has determined the distribution of roles and responsibilities for employees who work with the financial reporting within the Group.

Ortivus policies, guidelines, manuals and other governing documents are available to the personnel primarily through the company’s management system. The management is responsible for ensuring that the staff is aware of current policies and guidelines. Information meetings with the employees are held on a regular basis, at least once a month. Ortivus is a small company and the handling of these issues therefore primarily takes place as part of the day-to-day management work and managerial responsibility.

The objective of Ortivus’ risk assessment is to capture, analyze and manage current and future risks, thereby securing the Group’s growth, financial result and position. Ortivus management and board work continuously and actively with risk assessment and risk management to ensure that the risks are handled appropriately within the framework established.

The management regularly reviews and quantifies the risks, which are reported to the Board. Ortivus also cooperates closely with the company’s auditors to identify risks in financial reporting at an early stage.

Ortivus has deliberately, given the size of the company, chosen not to set up a separate function for internal control, but this work is managed by delegates as part of the day-to-day management work. Regular external audits are carried out for the quality systems according to the current regulations.

Information about Ortivus’ governing documents such as Group policies, manuals and guidelines is accessible at the company’s management system. Ortivus continuously provides the market with information about the Group’s financial position and development via, for example, interim reports, press releases and website. The Board of Directors has, given the size and situation of the company, only issue financial reporting in Swedish.

Nomination Committee

Procedure

The Chairman of the Board shall, as soon as the registered ownership in the company as of September 30, be published, contact the three largest (based on votes) shareholders, and ask them to appoint one member each to the Nomination Committee. If such a shareholder refuses to appoint a member, the fourth largest shareholder shall be asked, and so on. The appointed members shall together with the Chairman of the board constitute the nomination committee. The Nomination Committee shall appoint a chairman. The names of the members of the Nomination Committee shall be published no later than six months before the Annual General Meeting.

The Nomination Committee’s task is to present proposals to the Annual General Meeting regarding the number of Board members, the composition of the Board, and the auditor. In addition, the Nomination Committee shall submit proposals for the Chairman of the Board and the Annual General Meeting, and submit proposals to the Annual General Meeting for fees to the Board and auditors. In connection with its assignment, the Nomination Committee shall otherwise fulfill the tasks that, according to the Swedish Code of Corporate Governance, pertaining to the Nomination Committee.

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Group Management

Gustaf Nordenhök

Chief Executive Officer

Employed since: 2024
Education: Bachelor’s degree in Economics from Uppsala University.
Experience: Gustaf has extensive experience in senior positions within the medical technology sector as well as the software industry. He has served as CEO, as well as Sales and Development Manager, both in Sweden and internationally. He also has 10 years of experience in the sales of SaaS solutions within healthcare and alarm systems.
Shareholding: 193 205 class B shares. Independent in relation to the company and the main shareholders.

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Elias Obaid

Head of Sales

Employed since: 2014
Education: Bachelor of Science in Engineering with a focus on Medical Technology, Royal Institute of Technology.
Experience: Elias has extensive experience in senior positions within the medical technology sector, with a particular focus on the public sector and sales. He has worked as Sales Manager and Business Development Lead, both nationally and internationally, with responsibility for product launches, tenders, and change management.
Shareholding: 0.

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Johan Wewel

Chief Financial Officer

Employed since: 2024
Education: Gymnasielärarutbildning i matematik och fysik, Lärarhögskolan i Stockholm.
Experience: Johan har sedan år 2000 arbetat i företagsledande befattningar som VD och CFO. Verksamhetsområdena har varierat mellan skola, sjukvård och miljöteknik. Han har även erfarenhet som senior rådgivare inom företagstransaktioner, M&A.
Shareholding: 71 691 class B shares.

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Gabriel Åhbeck

Chief Technology Officer

Employed since: 2025
Education: Bachelor’s degree in Computer Systems Analysis from Umeå University.
Experience: Gabriel has extensive experience in the development of medical technology products across a range of industries. His roles have primarily involved leadership positions with a focus on software development. He most recently held the position of Site Manager at Revvity Inc.
Shareholding: 0.

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Jessica Nylander

Head of Customer Success

Employed since: 2022
Education: Master of Science in Industrial Engineering and Management, KTH.
Experience: Jessica has many years of experience and has previously worked in the Fast-Moving Consumer Goods (FMCG) sector. She has held several senior positions and most recently served as Senior Supply Chain Manager at Procter & Gamble Nordics.
Shareholding: 0.

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Nicklas Trygg

Head of Business Development

Operating since: 2017
Education: Economics, System Design, and Project Management, Linköping.
Experience: Nicklas has 25 years of experience in senior positions within companies focused on software solutions and integrations, primarily with a focus on the public sector.
Shareholding: 0.

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Emma Mattsson

Chief Marketing Officer

Employed since: 2025
Education: Bachelor’s degree in Product Design, Malmö University.
Experience: Emma has several years of experience in digital design and brand positioning.
Shareholding: 0.

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Investors

Corporate governance

Ortivus' governance system

Articles of Association

Remuneration Committee

Auditor

Evaluation of the Board of Directors and the CEO

Board of Directors

Internal control and risk management

Nomination Committee

Procedure

Certified advisor

Group Management

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