Governance

Governance

The “Governance” section below will take effect from the First North listing.

Nordic Lights Group Corporation is a Finnish public limited company and its shares are listed on the Nasdaq First North Growth Market Finland marketplace. Nordic Lights Group Corporation is domiciled in Pietarsaari, Finland.

The duties and responsibilities of the executive bodies are defined according to the Finnish laws. The Company’s decision-making and corporate governance comply with the Company’s Articles of Association, the Finnish Companies Act (624/2006, as amended), Securities Markets Act (746/2012, as amended), Market Abuse Regulation ((EU) No 596/2014) and the regulations, guidelines and recommendations issued by the authorities and Nasdaq Helsinki Ltd, including the Nasdaq First North Growth Market Rulebook.

The Company is not obligated to comply with the Finnish Corporate Governance Code maintained by the Securities Market Association. However, the Company’s goal is to voluntarily comply with the Corporate Governance Code, excluding the reporting obligations.

The group consists of its parent company Nordic Lights Group Corporation and subsidiaries Sponbeam Ltd and Nordic Lights Ltd in Finland, Herrmans Nordic Lights GmbH in Germany, Nordic Lights NA, Inc. in the United States and Nordic Lights (Suzhou) Co. Ltd in China. In addition, there are two dormant subsidiaries, Nordic Lights APAC Singapore ja Sandsund Lights Oy in the group.

Corporate Governance

Articles of Association

The Articles of Association will be effective from the date of the First North listing.

 

Annual General Meeting

The Annual General Meeting (AGM) is held annually within six months from the end of the financial year. At the annual general meeting of shareholders, shareholders also make decisions regarding, among other things, the use of profits shown on the balance sheet, the discharge from liability of the members of the Board of Directors and the President and CEO as well as the election of the members of the Board of Directors and auditors and their respective remuneration. Each share in the Company entitles its holder to one vote at a General Meeting.

A shareholder has the right to put matters that fall within the competence of the General Meeting on the agenda of the General Meeting, provided the shareholder makes a written request to the Board of Directors in time for the matter to be included in the notice of the Meeting. The deadline for such proposals is published on the company website by the end of the preceding financial period.

If needed, the Company may also hold an Extraordinary General Meeting. Extraordinary General Meetings in respect of specific matters must be held when considered necessary by the Board of Directors, or when requested in writing by the auditor of the Company or by shareholders of the Company holding at least 10 percent of all the shares of the Company.

The notice of the Meeting and the proposals of the Company’s Board to the General Meeting are announced in a company release. The resolutions of the General Meeting are also published in a company release immediately after the meeting.

General Meetings 2023

 

Board of Directors

The Board of Directors supervises the Company’s operations and management, deciding on significant matters concerning the company strategy, investments, organization and finance in accordance with the Finnish Companies Act. The Board of Directors has general competence to decide and act in all such matters that are not reserved by the Finnish Companies Act or Articles of Association to other corporate governing bodies.

The Board of Directors shall convene according to a pre-agreed schedule, normally from six (6) to ten (10) times a year, and hold extraordinary meetings, if necessary.

The General Meeting of Shareholders elects a minimum of four (4) and a maximum of eight (8) Board members. The term of office of a Board member commences at the close of the General Meeting that elected them and expires at the close of the next Annual General Meeting. The Board of Directors elects a chairperson from among its members. The Board prepares the proposal for the composition of the Board to the Annual General Meeting.

The Company’s Board of Directors has not established committees.

  • Damian Olesnycky

    Chairman of the Board

    Damian Olesnycky

    Chairman of the Nordic Lights Board from 2023
    Born 1979, US citizen
    Masters of Business Administration, Masters of Arts, Bachelor of Science

    Vice President, Strategy and M&A, Methode Electronics

    Positions of Trust

    • Served on Boards of Directors of three Horizon Capital portfolio companies

    Relevant Work Experience

    • Vice President of Strategy and M&A, Methode Electronics, Inc. (NYSE: MEI) (2021 – Present)
    • CF Industries (NYSE: CF) (2014 – 2021)
      • Vice President, Corporate Development (2 years)
      • Vice President, Product Management (3 years)
      • Director, Corporate Development (2 years)
    • Investment Director, Horizon Capital (2009 – 2013)
    • Associate, Morgan Stanley (2007 – 2009)

    Shareholding in Nordic Lights 0 (15.5.2023)

    Damian Olesnycky is considered independent of Nordic Lights. Damian Olesnycky is not considered independent of significant shareholders of Nordic Lights, as he has an employment relationship with a party who exercises indirect control in Montana BidCo Ltd.

  • Amit N. Patel

    Member of the Board

    Amit N. Patel

    Member of the Nordic Lights Board from 2023
    Born 1967, US citizen
    Bachelor of Science in Business

    Chief Accounting Officer, Methode Electronics

    Positions of Trust

    • Member of Board, LMS Energy Pty Ltd, (2014 – 2018)
    • Member of Board, SA Recycling LLC, (2014 – 2018)

    Relevant Work Experience

    • Chief Accounting Officer, Methode Electronics, Inc. (NYSE: MEI) (2019 – Present)
    • Group Senior Vice President & Chief Accounting Officer, Sims Limited (ASX: SGM) (2008 – 2018)
    • Vice President, Finance and Corporate Controller, Metal Management, Inc. (NYSE: MM) (1997 – 2008)

    Shareholding in Nordic Lights 0 (15.5.2023)

    Amit N. Patel is considered independent of Nordic Lights. Amit N. Patel is not considered independent of significant shareholders of Nordic Lights, as he has an employment relationship with a party who exercises indirect control in Montana BidCo Ltd.

  • Kerry A. Vyverberg

    Member of the Board

    Kerry A. Vyverberg

    Member of the Nordic Lights Board from 2023
    Born 1969, US citizen
    Juris Doctor, Bachelor of Arts

    General Counsel, Methode Electronics

    Positions of Trust

    • Assistant Corporate Secretary, Methode Electronics, Inc. (NYSE: MEI)

    Relevant Work Experience

    • Methode Electronics, Inc. (NYSE: MEI) (2021 – Present)
      • General Counsel (1 year)
      • Vice President, Legal Affairs (1 year)
    • Locke Lord LLP, Chicago, IL (1997 – 2021)
      • Of Counsel
      • Partner
      • Associate

    Shareholding in Nordic Lights 0 (15.5.2023)

    Kerry A. Vyverberg is considered independent of Nordic Lights. Kerry A. Vyverberg is not considered independent of significant shareholders of Nordic Lights, as she has an employment relationship with a party who exercises indirect control in Montana BidCo Ltd.

  • Peter Bonavia

    Member of the Board

    Peter Bonavia

    Member of the Nordic Lights Board from 2023
    Born 1973, Maltese citizen
    Bachelors degree in Mechanical Engineering

    General Manager of Hetronic, a Methode Electronics company

    Positions of Trust

    • President of San Giljan ASC, a non-governmental organization (2019 – Present)
    • President of main sport club on the island of Malta specializing in aquatics

    Relevant Work Experience

    • Global General Manager, Hetronic, a Methode Electronics, Inc. (NYSE: MEI) company (2021– Present)
    • Global Business Development Manager, Hetronic (2017 – 2019)
    • General Manager, Carmelo Caruana Ltd (2014 – 2017)

    Shareholding in Nordic Lights 0 (15.5.2023)

    Peter Bonavia is considered independent of Nordic Lights. Peter Bonavia is not considered independent of significant shareholders of Nordic Lights, as he has an employment relationship with a party who exercises indirect control in Montana BidCo Ltd.

CEO and Management Team

The CEO is responsible for the supervision and control of the group’s day-to-day operations in accordance with the Finnish Companies Act and authorisations and guidelines issued by the Board of Directors. The Company’s Board of Directors appoints the CEO and decides on the terms and conditions of his/her executive contract in writing.

Company’s management team supports the CEO in handling operational matters. Members of the management team have specific authority in their individual areas of responsibility, and their duty is to develop the group’s operations in line with the targets set by the Board of Directors and the CEO. The management team meets regularly on a monthly basis.

  • Tom Nordström

    CEO

    Tom Nordström

    Member of the Management Team from 2015
    Born 1963, Bachelor of Mechanical Engineering
    Joined the company in 2015

    Positions of Trust

    • Chairman of the Board, Oy Frontline Audio Ab, 2013-
    • Member of the Board, Herrmans Bike Components Oy, 2019-
    • Member of the Board, Procons Oy Ab, 2015-
    • Member of the Board, Nordic Lights Oy, 2013-2015

    Relevant Work Experience

    • CEO, Herrmans Oy Ab, 2015–2019
    • CEO, LKI Käldman Oy, 2011–2015
    • Executive Vice President, Mirka Ltd, 2006–2011

    Shareholding in Nordic Lights 90,000 (31.12.2022)

  • Ann-Louise Brännback

    CFO

    Ann-Louise Brännback

    Member of the Management Team from 2019
    Born 1964, Master of Business Administration
    Joined the company in 2019

    Relevant Work Experience

    • CFO, Herrmans Bike Components Oy 2019–2021
    • Senior Director, Finance & Site Controlling, Danfoss Drives, 2015–2019
    • CFO and Director of Business Control, Vacon Oyj 2001–2014

    Shareholding in Nordic Lights 100,000 (31.12.2022)

  • Antti Turja

    Sales and Marketing Director

    Antti Turja

    Member of the Management Team from 2021
    Born 1976, Bachelor of Business Administration and Management.
    Joined the company in 2011

    Relevant Work Experience

    • CEO of APAC, Nordic Lights Oy, 2018-
    • CEO and Business Development Director, Nordic Lights subsidiary China, 2011–2018
    • General Manager, Trafox subisidiary in China, and Production Manager in Estonia, Muuntosähkö Oy, 2002–2011

    Shareholding in Nordic Lights 150,000 (31.12.2022)

  • Helen Dahl

    HR Manager

    Helen Dahl

    Member of the Management Team from 2020
    Born 1968, M.Sc. in Process Engineering
    Joined the company in 2020

    Relevant Work Experience

    • HR Manager, Herrmans Bike Components Oy, 2020-01/2022
    • Logistics and Production Manager, Löfs Ab Oy, 2014–2020
    • Project consultant, ERP Systems Oy Ab:n and Monitor System Finland Ab, 2010–2014
    • Quality Director, Oy Prevex Ab, 2007–2010

    Shareholding in Nordic Lights 2,212 (31.12.2022)

  • Tomas Skott

    Director, Production & Supply Chain

    Tomas Skott

    Member of the Management Team from 2016
    Born 1975, Technician Engineer
    Joined the company in 2016

    Relevant Work Experience

    • Director Production & Supply chain, Herrmans Oy Ab 2016-2019
    • Business Manager Power Tools, Mirka Ltd, 2014-2016
    • Production Manager, Oy Limetec Ab, 2010-2014

    Shareholding in Nordic Lights 70,000 (31.12.2022)

  • Matti Leipälä

    Operational Excellence Manager

    Matti Leipälä

    Member of the Management Team from 2012
    Born 1976, MSc in Engineering
    Joined the company in 2012

    Relevant Work Experience

    • Operational Excellence Manager, Herrmans Oy Ab, 2016-2019
    • Quality & Development Manager, Herrmans Oy Ab, 2012–2016
    • Product Manager, Herrmans Oy Ab, 2007–2012
    • Product Development Engineer, Metso Oyj, 2004–2007

    Shareholding in Nordic Lights 100,000 (31.12.2022)

  • Jyrki Mikkola

    Research & Development Director

    Jyrki Mikkola

    Member of the Management Team from 2019
    Born 1976, MSc in Electrical Engineering
    Joined the company in 2019

    Relevant Work Experience

    • Director of Product Development and Technology, Beamex Oy Ab, 2011–2019
    • Delivery Manager, Sasken Finland Oy, 2006–2010

    Shareholding in Nordic Lights 85,000 (31.12.2022)

Remuneration

According to the Finnish Companies Act, the Annual General Meeting of Shareholders decides on the fees payable to the members of the company’s Board of Directors. The Board of Directors decides on the remuneration and its terms of the CEO and the members of the Management Team. 

Risk management

The Company’s risk management is guided by the risk management policy approved by the Company’s Board of Directors. Risk management is a systematic activity aimed at ensuring the comprehensive and appropriate identification, assessment, management, and control of risks. It is an integral part of the Company’s strategy process, decision-making, day-to-day management and operations, and control and reporting procedures in all operating countries. The group’s outsourced internal audit organisation supports the Company’s management in organising and developing risk management and internal control.

Insider Management

In matters related to inside information the Company complies with the relevant legislation, such as the Market Abuse Regulation, and the Nasdaq Helsinki Guidelines for Insiders of Listed Companies. The Company has prepared its own insider guidelines. The Company’s CFO is responsible for overseeing insider matters.

Auditors

According to the Articles of Association, the company must have an auditor which is an auditing firm approved by the Finnish Patent and Registration Office. he auditor’s term of office ends at the end of the first Annual General Meeting following the election.

The Board of Directors prepares a proposal for the election of the auditor and the auditor’s fee for the General Meeting, and the General Meeting elects the Company’s auditor and decides on the auditor’s fee.

The statutory auditor of Nordic Lights is KPMG Oy Ab, Hans Erik Bertell as principal auditor. Hans Erik Bertell is registered in the Finnish Register of Auditors pursuant to Chapter 6, Section 9 of the Finnish Auditing Act (1141/2015).

Certified Advisor

Oaklins Merasco Oy will act as the company’s certified adviser referred to in the Nasdaq First North Growth Market Rulebook.

Oaklins Merasco Oy
Pohjoisesplanadi 27C,
FI-00100 Helsinki
Puh. +358 9 612 9670