Leadership & Governance

Our values are at the core of our business and leadership

Communication, diversity, and innovation are embedded in every aspect of Linkfire's culture. We're approachable and transparent with our partners and clients. We prioritize diversity to ensure that we're equipped for the global industry we serve. And as the company continues to grow, we maintain an entrepreneurial approach to every decision and business process.

Executive Management

Meet the passionate professionals who make up the executive management.

Lars Ettrup

Lars Ettrup

Co-founder & CEO (since 2014)

Born
1982

Professional background
Lars Ettrup has extensive experience within the technology business sector, from having served as CTO at Nodes (Digital Agency), as well as from having founded and exited Social Media Agency and Look Curious ApS in 2015.

Education
M.Sc. in eBusiness from the IT-University in Copenhagen, Bachelor’s Degree in Film & Digital Media from Middlesex University.

Other Ongoing Assignments
Member of the management in Ettrup Invest ApS and Rocket Group ApS.

Previous positions
-

Shareholding
9,743,696 shares.

Tobias Demuth

CFO (since 2017)

Born
1989

Professional background
Tobias Demuth is a finance professional with 12 years of experience with the last 6+ years in financial management positions in global companies. Demuth started his financial career at Deloitte as a Financial Auditor which he held for more than 5 years.

Education
Bachelor in Business Administration from University of Aarhus.

Other ongoing assignments
-

Previous positions
-

Shareholding
392,764 warrants.

Leadership team

Meet the passionate professionals who make up the leadership team.

Jeppe Faurfelt

Co-founder & CCO (since 2014)

Born
1984

Professional background
As co-founder and CCO of Linkfire, Jeppe Faurfelt has gained a vast experience within commercial strategy, operations, and developing the client-facing organisation to drive overall business growth. Before joining Linkfire, Faurfelt served as a project manager for the MeWe Group, a full-service ad agency specialising in business development, branding, and unique digital solutions. In addition, Faurfelt worked as a marketing project manager for Downtown.dk, where focusing on brand management and website tracking.

Education
B.Sc. in Social Science and Business Studies from Roskilde Universitetscenter.

Other ongoing assignments
-

Previous positions
-

Shareholding
3,728,198 shares.

Andrea Arcari

CBDO (since 2017)

Born
1988

Professional background
Andrea Arcari is a professional musician who recently turned entrepreneur. Arcari has a background in partnerships and operations, and has an experience from free-launching as Process and Operations Consultant founding several companies and working as Artist and Band Manager.

Education
Bachelor’s Degree in Foreign Language and Literature.

Other ongoing assignments
-

Previous positions
-

Shareholding
906,787 warrants

Jannik Jepsen

CTO (since 2016)

Born
1989

Professional background
Jannik Jepsen has a M.Sc. in Interaction Design, and an extensive experience from various projects on consumer connectivity within in-car infotainment systems in collaboration with brands such as Volvo and Continental. Jepsen has had various student jobs related to Web and graphical design for eCommerce and marketing purposes, and has more than 5 years of experience of managing and developing Linkfire’s infrastructure, technology and product.

Education
M.Sc. in Interaction from Aalborg University.

Other ongoing assignments
Director of JJepsen Holding ApS.

Previous positions
-

Shareholding
460,674 shares and 65,969 warrants.

Board of
Directors

Linkfire's board of directors is made up of experienced people across the entertainment, tech, and financial industries.

Jesper Møller

Chairman of the board (since 2021)

Born
1956

Professional background
Seasoned Danish CEO level executive with a current focus on non-executive board positions and advisory roles in Northern Europe. Key experiences from food and service industries. The latest operational experience was 9 years as CEO of a confectionery manufacturer with full value chain responsibility. Previous job experiences from Coca-Cola, Carlsberg, ISS, Nestlé, Q8, BP and more. Solid experience with strategy processes, product development/innovation, category management, concept development, financial reporting, governance, CSR, Sports Management.

Education
Master's degree in Administration and Management at Copenhagen Business School, Denmark

Other ongoing assignments
Chairman of the board of Thornæs Destilleri. Deputy Chairman and Member of Audit Committee and Remuneration Committee of Brøndbyernes IF A/S. Network chair at EGN Group. Board member at KFI Ervhervsdrivende Fond. Chairman at Entrepreneurship Denmark. Board Member at Ungdomsbureauet. Chairman at The Great Belt Committee. Deputy Chairman at Industriens Fond.

Previous positions
Chairman at Mangaard & Partners. Advisory Board member at Lakrids by Johan Bülow. Director of Executive Services at AS3 Executive. CEO at Toms Gruppen A/S.

Position of dependency
Independent in relation to the Company and the management and in relation to Major Shareholders.

Shareholding
480,454 warrants.

Thomas Weilby

Board member (since 2020)

Born
1972

Professional background
Thomas Weilby has more than 10 years of experience as the General Partner of Northcap Partners, an investment company focusing on ICT start-ups in Northern Europe. Weilby has worked with venture capital (VC) for more than a decade and has gained extensive experience in establishing new businesses across Europe and has specialised in maturing businesses for the US market. Weilby has a special interest in cloud computing and SaaS businesses and has held several senior management positions in IT and Internet-based companies. In addition to this, Weilby is active on several boards of portfolio companies, as well as ad hoc projects on other companies.

Education
M.Sc. in Business and Economics from Aarhus University.

Other ongoing assignments
Chairman of the board of directors of 22. Maj APS and Insurance Business Applications ApS. Board member of Visiopharm A/S. Member of the management in IVS II GP ApS, Lekamo ApS, Lekamo Holding ApS, NCP-IVS III GP ApS and Northcap Partners ApS. CEO of IVA A/S.

Previous positions
Chairman of the board of directors of Comparo A/S, Falcon.io ApS Kolibri Technology A/S and Komfo ApS. Board member of 22. Maj ApS, GAN Integrity Solutions Holding ApS, Insurance Business Applications ApS and Intelepeer. Member of the management in Anpartsselskabet AF 21. Juli 2005.

Position of dependency
Independent in relation to the Company and the management, but not independent in relation to Major Shareholders.

Shareholding
-

Thomas Rudbeck

Board member (since 2019)

Born
1968

Professional background
Thomas Rudbeck is a long-time investor in Linkfire and has an extensive experience from the financial industry. Rudbeck is Co-Founder Capital Four Management Fondsmæglerselskab A/S, and has previously served as Head of Credit Trading and Structured Derivatives Trading at Nordea and Senior Dealer at Nykredit Markets.

Education
M.Sc. in Accounting and Finance from Copenhagen Business School, B.Sc. in Business and Economics from Storstrøms Business School.

Other ongoing assignments
Board member of Copenhagen Cutlery A/S, Copenhagen Food Collective ApS and Fondsmæglerselskabet SRV Capital A/S. CEO of Bragesgade 8A ApS, Ejendomsselskabet Heimdalsgade 35-37, KØBENHAVN ApS, RM80 ApS and Sturlasgade, København ApS. Member of the management in Bobhund ApS.

Previous positions
Board member and CEO of Skurup Holding ApS. Member of the management in Bergman Rock ApS.

Position of dependency
Independent in relation to the Company and the management and in relation to Major Shareholders.

Shareholding
2,129,651 shares and 184,270 warrants.

Charlotte Klinge

Board member (since 2021)

Born
1972

Professional background
Charlotte Klinge has +15 years of experience within organisational development. Klinge served as Global Director, CPO at Novo Nordisk for 6 years and has a strong focus on how to swiftly generate organisational structures that create motivation, trust and well-being along with effectiveness in flexible governance structures. She has extensive board experience and acts as a private investor and advisor.

Education
M.Sc. in Ecotoxicology from Copenhagen University.

Other ongoing assignments
CEO of Charlotte Klinge Consulting, CEO of CK Holding 2019 ApS

Previous positions
Board Member of Cope IT

Position of dependency
Independent in relation to the Company and the management and in relation to Major Shareholders.

Shareholding
184,270 warrants.

Committee
Composition

Audit Committee Remuneration Committee
Thomas Weilby Knudsen
Jesper Møller
Thomas Rudbeck
Charlotte Klinge
Chairman
Member

Corporate Governance

Linkfire is a Danish public limited liability company (Dan. Aktieselskab). Linkfire’s corporate governance is governed by the Danish Companies Act, other applicable laws and regulations, the company’s articles of association and internal policy documents. As a listed company on First North Premier, Linkfire’s corporate governance is also governed by the Nasdaq First North Growth Market rulebook and the Swedish Corporate Governance Code (the “Code”). The main corporate laws and rules on governance relevant for shareholders in a Danish public limited liability company that is listed on First North Premier, and complying with the Code, are to a large extent materially similar to the corresponding Swedish rules that apply for a Swedish public limited liability company under the same circumstances.

According to the Swedish Code of Corporate Governance, a corporate governance report must be available on the website. Any deviations from the Code will be reported in Linkfire’s corporate governance report, which will be prepared for the first time in connection with the annual report for the financial year 2021. Linkfire does not expect to report any deviations from the Code, but it should be noted that Linkfire’s articles of association state that general meetings shall be held in English and that the chair of the general meeting is appointed by the board of directors. However, Linkfire does not consider this to deviate from the requirements of the Code.

Governance Documents

Articles of Association
Download PDF

General
Meetings

Pursuant to the Danish Companies Act, the shareholders' right to pass resolutions is exercised at the general meeting of the company and the general meeting is the company’s superior decision-making body. The general meeting may resolve upon every issue for the company which does not specifically fall within the scope of the exclusive powers of another corporate body such as the board of directors or the executive management (for example the power to appoint the executive management, which falls within the scope of the board of directors in limited liability companies that are managed by a board of directors except if otherwise is agreed in Linkfire’s articles of association).

At the general meeting, the shareholders exercise their voting rights on key issues, such as amendments of Linkfire’s articles of association, approval of the annual report, appropriation of the company’s profit or loss (including distribution of any dividends), resolutions to discharge the members of the board of directors and the executive management from liability, the appointment and removal of members of the board of directors and auditors and remuneration for the board of directors and auditors. Other matters transacted at the meeting may include matters that, according to the articles of association or the Danish Companies Act, must be submitted to the general meeting.

Time and place

The annual general meeting must be held at a date that allows sufficient time to send the Danish Business Authority a copy of the audited and adopted annual report within four months of the end of the financial year. In addition to the annual general meeting, extraordinary general meetings may be convened and held when required. According to Linkfire’s articles of association, general meetings must be held in Greater Copenhagen or Stockholm.

Notice

The general meetings must be convened by the board of directors giving written notice no earlier than five weeks and no later than three weeks prior to the general meeting. Notices convening general meetings shall be made public on the company’s website. If requested, shareholders shall receive written notices of the general meetings.

Extraordinary general meetings must be held upon request from the board of directors or the auditor elected by the general meeting. In addition, shareholders that individually or collectively hold five per cent or more of the share capital can make a written request to the board of directors that an extraordinary general meeting be held to resolve upon a specific matter. Such extraordinary general meetings must be convened within two weeks of the board of directors’ receipt of a request to that effect.

The notice to convene a general meeting must be made in the form and substance for public limited liability companies admitted to trading on a regulated market as stipulated in the Danish Companies Act. The notice must specify the time and place of the general meeting and contain the agenda of the matters to be addressed at the general meeting. If an amendment of the company’s articles of association shall be resolved upon at a general meeting, the complete proposal must be included in the notice. For certain material proposals, the specific wording must be set out in the notice, e.g. proposals regarding electronic general meetings without any physical attendance, electronic communication and resolutions to amend the articles of association resulting in an increase of the shareholders' obligations to the company).

As regards the annual general meeting, the company must announce the date for the meeting as well as the deadline for any shareholder proposals no later than in connection with the third quarter report as stipulated by the Code.

Right to attend general meetings

A shareholder’s right to attend a general meeting and to vote on their shares is determined on the basis of the shares held by the shareholder at the date of registration. The date of registration is one week before the general meeting is held.

The holdings of each individual shareholder are based on the number of shares held by that shareholder as registered in Linkfire’s share register maintained by Euroclear Sweden as well as any notifications of ownership received by the company for the purpose of registration in the share register, but not yet registered.

To attend the general meeting, a shareholder must also notify the company of his or her attendance no later than three calendar days prior to the date of the general meeting, as stipulated by Linkfire’s articles of association.

Shareholders may attend general meetings in person, through a proxy or by postal vote, and may be accompanied by an advisor. All attending shareholders are entitled to speak at general meetings.

Voting rights

At general meetings, each share entitles the holder to one vote. All matters addressed at the general meeting must be decided by a simple majority vote, unless otherwise stipulated by the Danish Companies Act or the company’s articles of association. A resolution to amend the articles of association requires that no less than two thirds of the votes cast as well as the share capital represented at the general meeting vote in favour of the resolution unless a larger majority is required by the Danish Companies Act (for example resolutions to reduce shareholder rights to receive dividends or to restrict the transferability of the shares) or Linkfire’s articles of association.

Shareholders who wish to have a specific matter brought before the general meeting must submit a written request to Linkfire’s board of directors no later than six weeks prior to the general meeting. If the request is received less than six weeks before the date of the general meeting, the board of directors must decide whether the request has been made with enough time for the issues to be included on the agenda.


The Board's work

After the general meeting, the board of directors is the second most superior decision-making body of the company. The duties of the board of directors are set forth in the Danish Companies Act, the company’s articles of association, the Code and the written rules of procedure adopted by the board of directors, which are revised annually. The rules of procedure regulate, inter alia, the practice of the board of directors, tasks, decision-making within the company, the board of directors’ meeting agenda, the chair’s duties and allocation of responsibilities between the board of directors and the executive management. Rules of procedure for the executive management, including instruction for financial reporting to the board of directors, are also adopted by the board of directors.

The members of the board of directors are elected annually at the annual general meeting for the period until the end of the next annual general meeting. According to the company’s articles of association, the board of directors shall consist of no less than three and no more than seven board members. Currently, the board of directors is composed of four ordinary board members elected by the general meeting.

The board of directors meets according to a pre-determined annual schedule. At least five ordinary board meetings shall be held between each annual general meeting. In addition to these meetings, extraordinary meetings can be convened for processing matters which cannot be referred to any of the ordinary meetings.

Duties and responsibilities

Pursuant to the Danish Companies Act, the board of directors is responsible for the organisation and management of the company’s affairs, which means that the board of directors is responsible for, inter alia, establishing targets and strategies, securing procedures and systems for monitoring of set targets, continuously assessing the company’s financial position and evaluating the executive management. Furthermore, the board of directors is responsible for ensuring that proper information is given to the company’s shareholders, that the company complies with applicable laws and regulations, that the company develops and implements internal policies and ethical guidelines and that the company establishes and maintains adequate risk management and internal control procedures. Moreover, the board of directors is responsible for ensuring that annual reports and interim reports are prepared in a timely manner. The board of directors also appoints the company’s executive management.

The chair of the board of directors is responsible for organising and leading the work of the board of directors and for ensuring that the work is carried out efficiently and that the board of directors fulfils its obligations in accordance with applicable laws and regulations. According to the board of directors’ rules of procedure, the chair of the board of directors shall, inter alia, ensure that the board of directors regularly updates and develops its knowledge of the company, ensure that the board of directors receives sufficient information and documentation to enable it to conduct its work, decide which matters the board of directors shall discuss after consulting the executive management and conduct necessary day-to-day contact with the executive management. According to the Code, the chair of the board of directors is to be elected by the general meeting.

Interdependence

According to the Danish Companies Act, the majority of the members of the board of directors of a public limited company must not be executive officers of the company. No executive officer of a public limited company may be chair or vice chair of the company's board of directors.

According to the Code, the majority of the board members elected by the general meeting shall be independent of the company and its management. In determining whether or not a board member is independent, an overall assessment shall be made of all the circumstances that could call into question the independence of the board member in relation to the company or its management. According to the Code, at least two of the board members who are independent in relation to the company and its management shall also be independent in relation to major shareholders. Major shareholders refer to shareholders who directly or indirectly control ten per cent or more of all shares and voting rights in the company. To determine a board member’s independence, the extent of the board member’s direct and indirect relationships with the major shareholders must be considered for the assessment. A board member who is an employee or a board member of a company that is a major shareholder is not considered to be independent.

The members of the board and the board of directors’ assessment of the board members’ independence in relation to both the company and its management and in relation to major shareholders are presented in the section “Board of directors, management and auditors”. As indicated, the board of directors believes that Linkfire fulfils the Code’s requirements in regard to independence.

Audit committee

The audit committee is comprised of Thomas Weilby Knudsen (chair), Thomas Rudbeck and Jesper Møller. The audit committee’s role is mainly to monitor the company’s financial position, to monitor the effectiveness of the company’s internal control, internal audit and risk management, to be informed about the audit of the annual report and the consolidated financial statements, to review and monitor the auditor’s impartiality and independence and to monitor the company’s compliance with law and regulations related to financial matters.

Remuneration committee

The remuneration committee is comprised of Jesper Møller (chair) and Charlotte Klinge. The remuneration committee’s role is primarily to prepare matters regarding remuneration and other terms of employment for the executive management and other key employees. The remuneration committee shall also monitor and evaluate ongoing and completed programs for variable remuneration to Linkfire’s executive management and monitor and evaluate the implementation of the guidelines for remuneration to the executive management which the annual general meeting has adopted.

Remuneration policies

Remuneration to Board of Directors
Fees and other remuneration to board members elected by the general meeting are resolved by the general meeting. At the extraordinary general meeting on 28 May 2021 it was resolved that the chairman of the board of directors will be entitled to receive an annual remuneration of DKK 250,000, and that the other members of the Board will be entitled to receive an annual remuneration of DKK 125,000. It was furthermore resolved that participation in the remuneration committee and audit committee will entitle the chairman of such committees to receive DKK 50,000 per year and other members of such committees to receive DKK 25,000 per year.

Remuneration to Management
Remuneration to management consists of basic salary, pension, share-based remuneration and benefits in kind. For the 2020 financial year, the total remuneration paid to Linkfire’s management amounted to DKK 5,769 thousand and included basic salary and benefits in kind, but no pension contributions. Some members of management participate in the company’s warrant-based incentive programs.

At the extraordinary general meeting on 28 May 2021, Linkfire adopted a remuneration policy for remuneration offered to the members of the board of directors and the executive management with mainly the following content.

The overall objective of the remuneration policy is to attract, motivate and retain qualified members of the board and the executive management as well as to align the interests of the board of directors and the executive management with the interests of the company’s shareholders and other stakeholders. The remuneration of the board of directors and the executive management shall be designed to support the strategic goals of the company and to promote value creation for the benefit of the shareholders of Linkfire.

The board of directors may, in special circumstances, deviate from the remuneration policy if any part of the policy no longer drives business performance, the achievement of the company’s strategy or employee motivation and retention.

Warrant based incentive program
At an extraordinary general meeting on 15 June 2021, it was resolved to implement a new warrant-based incentive program for board members, key employees, consultants and members of executive management comprised of up to 3,747,844 warrants. The extraordinary general meeting resolved to issue 737,080 warrants to the Company’s board members and to authorize the Company’s board of directors to issue up to 3,010,764 additional warrants, of which up to 1,204,305 warrants can be allocated to the Company’s executive management and up to 1,806,459 warrants can be allocated to key employees and consultants in accordance with the guidelines resolved by the extraordinary general meeting.

Warrants are issued to the participants without consideration. Each warrant provides the owner with a right to acquire one new share in the Company with a nominal value of DKK 0.01 against payment of a cash exercise price equivalent to (i) for board members, the share price on the first date of trading plus 10 per cent, and (ii) for key employees, consultants and members of executive management, the Company’s volume weighted average share price in the 10 business days after the date of grant plus 10 per cent. In general, the warrants can be exercised following the third anniversary of the date of grant and until the expiry date on the fifth anniversary. Warrants not exercised before the fifth anniversary of the date of grant shall lapse and become void without further notice or compensation.

In case all warrants are issued and fully exercised, a total of 3,747,844 new shares will be issued.

Nomination committee

According to the Code, Linkfire shall have a nomination committee, the duties of which shall include the preparation and drafting of proposals regarding the election of members of the board of directors, the chair of the board of directors, the chair of the general meeting and auditors. In addition, the nomination committee shall propose fees for the board members and the auditor. At the extraordinary general meeting held on 28 May 2021, it was resolved to adopt instructions and rules of procedure for the nomination committee according to which the nomination committee shall consist of four members representing the three largest shareholders per the end of September, together with the chair of the board of directors. The names of the members of the nomination committee must be published by the company no later than six months prior to the annual general meeting. The nomination committee’s proposals are to be presented in the notice of the shareholders’ meeting where the elections of board members or auditors are to be held as well as on Linkfire’s website.

Auditor information

Deloitte Statsautoriseret Partnerselskab has been Linkfire’s auditor since 2016.

The company’s auditor is appointed by the annual general meeting for the period until the end of the next annual general meeting. At the annual general meeting held on 30 April 2021, Deloitte was re-elected as the company’s auditor with Bjørn Winkler Jakobsen and Mads Juul Hansen as the co-principal auditors. Bjørn Winkler Jakobsen and Mads Juul Hansen are members of FSR – Danish Auditors (professional institute for authorised public accountants in Denmark).

The auditor’s office address is Weidekampsgade 6, DK-2300 Copenhagen, Denmark.

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