Board Committees

The Board of Directors of Spinnova has an Audit Committee and a Remuneration Committee, assisting the Board of Directors in preparing and handling its tasks and obligations. The Board of Directors annually elects the members and the chair of the committees from among its members and approves the written charters of the committees. The Committees report on their performance to the Board of Directors.

Audit Committee

The duties of the Audit Committee with respect to the Company’s financial reporting and auditing include particularly monitoring and evaluating the effectiveness of the Company’s financial reporting system, internal control and audit, and risk management systems.

Furthermore, the Audit Committee’s duties include monitoring and evaluating the independence of the auditor and in particular the provision of non-audit services by the auditor. The Audit Committee must monitor the Company’s audit and prepare the election of the Company’s auditor.

The committee meets at least four times a year. The committee does not have an independent decision-making power, but it acts as a preparatory body on the issues of which are submitted to the Board of Directors for decision.

The Audit Committee comprises of at least three members of the Board of Directors. The majority of the members of the Audit Committee must be independent of the Company and at least one member must be independent of the Company’s significant shareholders. The Committee must have sufficient expertise in accounting, bookkeeping, auditing, internal audit or practices related to financial statements, as the Committee deals with matters relating to the financial reporting and internal control of the Company. At least one member of the audit committee must have accounting or auditing expertise.

The Board of Directors of the Company has decided to elect Harri Sundvik, Vinicius Nonino and Timo Soininen as members of the Audit Committee and Harri Sundvik as the Chair of the Audit Committee.

Remuneration Committee

The Remuneration Committee prepares the remuneration and appointment matters of the CEO and other senior management of the Company, as well as the incentive schemes for other personnel. The Committee has no independent power to make decisions. The Board of Directors makes its decisions collectively.

The Remuneration Committee comprises of at least three members of the Board of Directors. The majority of the Remuneration Committee’s members must be independent of the Company. The committee meets as necessary, but at least three times a year.

The Board of Directors has decided to elect Timo Soininen, Ilkka Kivimäki and Vinicius Nonino as members of the Remuneration Committee and Timo Soininen as the Chair of the Remuneration Committee.