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:

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 1972
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 6,411 2020 A Stock Options and 25,793 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

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
Born 1970
Finnish citizen
Master of Science (Economics)
Independent of the company but not independent of the company’s major shareholders
Company shareholding: 4,048,680 shares (held by Besodos Investors Oy) 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

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: 3,382,200 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

Harri Sundvik

Member of the Board of Directors since 2021; Chair of the Audit Committee
Born 1957
Finnish and United Kingdom 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

Positions of trust

  • Executive Chairman at ECE Ecocooling Engineering Ltd, Clean Machining since 2020
  • Executive Chairman at ICS – Global solar energy transformation since 2019
  • Vice-Chairman of Investment Banking at Bank of America Merrill Lynch between 2006 and 2016
  • Chairman of the Board, and member of the Board of Directors in technology startups and emerging sustainable technology companies

Ilkka Kivimäki

Member of the Board of Directors since 2018; member of the Remuneration Committee
Born 1969
Finnish citizen
Master’s Degree in Science (Engineering) and an honorary Doctorate of Science
Independent of the company but not independent of the company’s major shareholders
Company shareholding: 3,540,300 shares (held by MAKI.VC FUND I Ky) and 0 options

Work history

  • Advisor to the Prime Minister of Finland in Research and Innovation Policy as a member of the Research and Innovation Council since 2016
  • Advisor to the Minister of Economic Affairs as member of the National AI Steering Group between 2017 and 2019
  • Advisor to the Prime Minister of Finland in External Economic Affairs as a member of the Steering Group of Team Finland between 2014 and 2018
  • Partner at Inventure Oy between 2013 and 2017
  • Angel Investor and Coach at Startup Sauna between 2009 and 2013
  • Senior Vice President at SAP AG between 2007 and 2009
  • Founding CEO at Wicom Communications Ltd between 1999 and 2007
  • Vice President and Chief Operating Officer at Nexor-Superstore Oy between 1994 and 1999

Positions of trust

  • Founding partner and the Chairman and CEO of MAKI Ventures Oy since 2017
  • Chairman of the Board of Directors of Mainframe Industries Oy since 2019
  • Chairman of the Board of Directors of Singa Oy since 2019
  • Member of the Board of Directors of Enfuce Financial Services Oy since 2019
  • Chairman of the Board of Directors of Disior Oy since 2018
  • Member of the Board of Directors of Sumpli Oy since 2018
  • Chairman of the Board of Directors of Fake Production Oy since 2018
  • Member of the Board of Directors of Altum Technologies Oy since 2018
  • Member of the Board of the Aalto University Foundation since 2018
  • Member of the Board of Directors of Junction Hackathon since 2016
  • Member of the Board of Directors of Wave Ventures Oy since 2016
  • Chairman, Vice Chairman, a member of the Board of Directors and Chairman of the Nomination Committee of Kasvuryhmä Suomi Ry since 2013
  • Chairman of the Board of Directors and Chairman of the Advisory Board of the Startup Sauna Foundation since 2012
  • Chairman of the Board of the AVP Advisory Board between 2017 and 2019
  • Chairman of the Board of Directors of Slush Oy between 2012 and 2018
  • Head Coach of Startup Sauna between 2011 and 2012