Board of Directors

The Board of Directors has general responsibility for Spinnova’s governance and the appropriate organisation of operations. The Board of Directors has approved rules of procedure that define the matters within the Board of Directors’ responsibility.

Duties

Pursuant to the Finnish Limited Liability Companies Act and the Articles of Association, the Board of Directors is in charge of Spinnova’s administration and the proper organization of operations, and represents the Company.

The Board of Directors adopts the Company’s strategy and monitors its implementation. The duties of the Board of Directors include approving the Company’s financial statements and interim reports and supervising the appropriateness of the accounts and the Company’s financial affairs. The Board of Directors decides on significant individual investments as well as corporate and real estate acquisitions and strategically significant business expansions and reductions, confirms the Company’s long-term strategic and financial objectives and approves budgets and risk management principles. The Board of Directors also approves and confirms the charters of Board committees, as well as the Company’s internal guidelines and remuneration policy, and decides on incentive schemes for the CEO and the personnel.

The Board of Directors also elects the CEO of Spinnova and decides on the terms of his/her employment.

Self-assessment and independence assessment

The Board of Directors evaluates its operations and working methods annually as an internal self-assessment. The Board of Directors also assesses the independence of its members from the Company and significant shareholders annually and as required.

Board composition

The Company’s Board of Directors consists of a minimum of three and maximum of eight ordinary members. The term of office of the members of the Board of Directors expires at the end of the Annual General Meeting of shareholders following their election. The Board of Directors elects a Chair from among its members for the duration of its term of office.

The Company’s Board of Directors must have sufficient expertise and as a collective must have requisite knowledge and experience in matters of the Company’s industry and business. The Company has defined the principles of the diversity of the Board. The diversity of the Board of Directors is supported by experience from the international operating environment and relevant industries, as well as cultural knowledge and the consideration of age and gender distribution.

Spinnova’s Board of Directors has seven members. The members of the Board of Directors are:

Harri Sundvik

Chairman of the Board since 2022; Member of the Board of since 2021; Member of the Audit Committee and Remuneration Committee
Born 1957
British and Finnish citizen
Master’s in Business Administration
Independent of the company and its major shareholders
Company shareholding: 0 shares and 2,500 2020 B Stock Options (held by COBL UK Ltd, a company controlled by Sundvik)

Work history

  • Managing Director of Investment Banking at JPMorgan between 1987 and 2006 (London)
  • Vice Chairman, Managing Director of Global Investment Banking at Bank of America Merrill Lynch between 2006 and 2016 (London)

Positions of trust

  • Chairman at Aurion Machining Technologies Oy (Sustainable machining) since 2020
  • Chairman at ICS Oy (Solar energy technology) since 2019
  • Chairman of Dassiet Oy (Sustainable materials & technologies) since 2022

Gert Kroner

Member of the Board of Directors since 2015
Born 1970
Austrian citizen
PhD degree
Independent of the company and its major shareholders
Company shareholding: 0 shares and 0 options

Work history

  • Vice President of Global R&D at Lenzing AG since 2018
  • Vice President of Global R&D Product Innovation at Lenzing AG between 2017 and 2018
  • Global Director of Production Innovation at Lenzing AG between 2015 and 2017
  • Head of Product R&D at Lenzing AG between 2014 and 2015
  • Head of Fibre Science at Lenzing AG between 2007 and 2013

Positions of trust

  • Member of the Board of Directors of Kompetenzzentrum Holz GmbH since 2020

Hanna Liiri

Member of the Board of Directors since 2018; Chairman of the Remuneration Committee
Born 1970
Finnish citizen
Master of Science (Economics)
Independent of the company and its major shareholders
Company shareholding: 4,048,680 shares (held by Besodos Investors Oy) 2,500 (personal holding) and 0 options

Work history

  • Managing Partner and Portfolio Manager at Besodos Investors Oy since 2005
  • Stockbroker at United Bankers Securities between 1999 and 2004
  • Assistant in Financing at Jaakko Pöyry Group in 1999
  • Various positions in Financial Administration in Finland and Germany at GS-Hydro Group between 1991 and 1998

Positions of trust

  • Member of the Board of Directors of Woodly Oy since 2017
  • Member of the Board of Directors of Paptic Oy since 2015
  • Member of the Board of Directors of GuardianX Technologies Ltd between 2019 and 2020
  • Member of the Board of Directors Sellusta Finland Oy/Sukarwood between 2016 and 2018
  • Substitute member of the Board of Directors of Spinnova Oy between 2014 and 2018

Vinicius Nonino

Member of the Board of Directors since 2021; member of the Audit Committee and the Remuneration Committee
Born 1970
Brazilian citizen
Master’s Degree in Business Administration
Independent of the company but not independent of the company’s major shareholders
Company shareholding: 0 shares and 0 options

Work history

  • New Business Executive Officer of Suzano S/A since 2019
  • New Business Strategy Director of Fibria Celulose S/A between 2007 and 2019
  • Corporate Strategy Manager of Votorantim Group between 2003 and 2007
  • Associate Consultant at A.T. Kerney between 2001 and 2003
  • Account Manager of Firmenich Group between 1994 and 1995

Positions of trust

  • Member of the Board of Directors of IBEMA Papel Cartão since 2019
  • Member of the Board of Directors of Ensyn Corporation since 2012

Sari Pohjonen

Member of the board since 2022, Chairman of the Audit Committee
Born 1966
Master of Science (Economics)
Finnish citizen

Independent of the company and its major shareholders
Company shareholding: 400 shares and 20,000 A Stock Options and 20,000 B Stock Options.

Work history 

  • CFO of Oriola Corporation since 2021 
  • CFO of Fiskars Group between 2017 and 2021
  • Interim CEO of Fiskars Group 2020
  • Deputy to the CEO of Fiskars Group between 2018 and 2021 
  • CFO of Reima Group between 2013 and 2016 

Positions of trust 

  • Board member of Aktia Bank Plc since 2022
  • Board member of Stockmann plc since 2022
  • Board member of Oilon Group since 2021 
  • Board member of Jane and Aatos Erkko Foundation since 2021 
  • Board member of VR-Group Ltd since 2019 

Janne Poranen

Member of the board since 2022
CEO and Member of the Management Team since 2014, co-founder of the company
Born 1972
PhD in Physics
Finnish citizen

Not independent of the company

Company shareholding: 3,263,030 shares and 8 000 pcs 2020 B Stock Options

Work history 

  • Principal Scientist at VTT Technical Research Centre of Finland Ltd between 2014 and 2015 
  • Head of Research Area, Fibres and Biobased Materials at VTT Technical Research Centre of  Finland Ltd during 2014 
  • Technology Manager at VTT Technical Research Centre of Finland Ltd between 2006 and 2013 
  • Key Account Manager at VTT Technical Research Centre of Finland Ltd during 2006 
  • Group Manager at VTT Technical Research Centre of Finland Ltd between 2005 and 2006 
  • Deputy Group Manager at VTT Technical Research Centre of Finland Ltd between 2002 and  2004 
  • Team Leader, VTT Processes, Fluid Dynamics Team at VTT Technical Research Centre of Finland Ltd during 2002 
  • Senior Researcher, VTT Processes at VTT Technical Research Centre of Finland Ltd between 2001 and 2002 
  • Expatriate, VTT Processes (University of Maine, Department of Chemical Engineering) at VTT Technical Research Centre of Finland Ltd during 2001 
  • Research, VTT Energy at VTT Technical Research Centre of Finland Ltd between 1999 and 2001 
  • Researcher positions at the University of Jyväskylä during 1997

Juha Salmela

Chief Technology Officer, Co-founder
Member of the Management Team since 2014
Member of the Board of Directors since 2014
Born 1973
Finnish citizen
Master of Science degree
Company shareholding: 1,960,322 shares and 8,000 2020 B Stock Options

Work history

  • Researcher, Team Manager, and Principal Investigator at VTT Technical Research Centre of Finland Ltd between 1997 and 2014
  • Expat at the University of British Columbia in Canada between 2004 and 2005

Timo Soininen

Chair of the Board of Directors since 2018 and a member of the Board of Directors since 2014. Chair of the Remuneration Committee, member of the Audit Committee. Founding partner of Spinnova.
Born 1965
Finnish citizen
Master of Science (Economics)
Independent of the company and its major shareholders
Company shareholding: 937,860 shares. In addition, Villagecape Ventures Oy, Timo Soininen’s closely associated company over which Timo Soininen does not have control, holds 97,320 shares. Timo Soininen holds 6,441 2020 A Stock Options and 25,763 2020 B Stock Options.

Work history

  • CEO and co-founder of Small Giant Games Ltd. between 2014 and 2020
  • Advisor to Critical Force Entertainment Oy since 2015
  • CEO of Sulake Corporation between 2001 and 2010
  • Marketing Director of StepStone between 2000 and 2001
  • Marketing Manager and a member of the management team of United Biscuits Nordic – Fazer Keksit Oy between 1995 and 2000

Positions of trust

  • Chairman of Small Giant Games Ltd. since 2020
  • Partner and the Chairman of the Board of Nightingale Health Oyj since 2020
  • Chairman of the Board of Villagecape Ventures Oy since 2014
  • Member of the Board of Directors of Aiforia Technologies Oy between 2014 and 2020
  • Member of the Board of Directors of Fingertip Oy between 2012 and 2017