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.

 

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.

The company was created by the demerger of Sponfyr Ltd in 2021, and the members of the Board of Directors were previously members of the Board of Directors of Sponfyr Ltd.

  • Göran Carlson

    Chairman of the Board

    Göran Carlson

    Chairma of the Nordic Lights Board from 2022
    Member of the Nordic Lights Board from 2021
    Born 1958, studied electrical engineering and computer science at the University of Lund
    Joined the company in 2019

    Positions of Trust

    • Member of the Board, Sponfyr Oy, 2021-
    • Chairman of the Board, Månson Holding Ab, 2017-
    • Member of the Board, Herrmans Bike Components Oy, 2019-
    • Member of the Board, Finncont Oy, 2022-
    • Member of the Board, Professionell Ägarstyrning PÄAB II, 2015-
    • Chairman of the Board, Cramo Norge AS and Cramo Danmark A/S, 2015–2017
    • Chairman of the Board, Bright Group Oy, 2019–2021
    • Chairman of the Board, Sally R AB, 2017–2021

    Relevant Work Experience

    • Member of the Board, Pon Holdings BV, 2013–2015
    • Executive Vice President, Cramo Group, 2005–2012
    • Industrial Advisor, EQT AB, 2018-
    • Industrial Advisor, CapMan Oyj, 2017-
    • Industrial Advisor, Sponsor Capital Oy, 2018-
    • CEO, Cramo Sverige AB, 2015–2017

    Shareholding in Nordic Lights 49 100 (23.6.2022)

  • Thomas Sandvall

    Member of the Board

    Thomas Sandvall

    Member of the Nordic Lights Board from 2021
    Born 1975, PhD in economics
    Joined the company in 2018

    Positions of Trust

    • Chairman of the Board, Vayavaya Oy, 2014-
    • Chairman of the Board, Sponfyr Oy, 2018-2021
    • Chairman of the Board, Herrmans Bike Components Oy, 2019-
    • Member of the Board, Duell Oyj, 2018-
    • Member of the Board, StaffPoint Holding Oy, 2017-
    • Member of the Board, Fresh Servant Oy, 2022-
    • Member of the Board, Sponcont Oy and Sponcircle Oy, 2022-
    • Member of the Board, Orthex Oyj, 2015-2021
    • Member of the Board, Myllyn Paras Oy, 2018-2019
    • Member of the Board, Realia Holding Oy, 2015-2016

    Relevant Work Experience

    • Partner, Sponsor Capital Oy, 2014-
    • Partner, HLP Corporate Finance Oy, 2001–2014

    Shareholding in Nordic Lights 66 120 (23.6.2022)

  • Päivi Lindqvist

    Member of the Board

    Päivi Lindqvist

    Member of the Nordic Lights Board from the first day of share trading at First North 5.7.2022
    Born 1970, Master of Business Administration, MBA
    Joined the company in 2022

    Positions of Trust

    • Chair of the Audit Committee since 2022, Etteplan Oyj
    • Member of the Board and Audit committee since 2020, Etteplan Oyj

    Relevant Work Experience

    • CFO, Glaston Oyj Abp, 2016-
    • VP Business Control, Basware Oyj, 2014-2016
    • Senior VP Finance & Control, Outokumpu Oyj, 2012-2013
    • Senior VP Communications & Investor Relations, Outokumpu Oyj, 2007-2011

    Shareholding in Nordic Lights 8 800 (27.7.2022)

  • Sami Heikkilä

    Member of the Board

    Sami Heikkilä

    Member of the Nordic Lights Board from 2021
    Born 1971, Master of Business Administration
    Joined the company in 2018

    Positions of Trust

    • Member of the Board, Sponfyr Oy, 2018-2021
    • Chairman of the Board, Myllyn Paras Oy, 2018-
    • Chairman of the Board, Myllyn Paras Finland Oy, 2018-
    • Chairman of the Board, Myllyn Paras Pakasteet Oy, 2018-
    • Chairman of the Board, Sponmill Oy, 2018-
    • Chairman of the Board, Spontaste Oy, 2022-
    • Chairman of the Board, Spongreen Oy, 2022-
    • Chairman of the Board, Fresh Servant Oy Ab, 2022-06-16
    • Member of the Board, Saalro Oy, 2020-
    • Member of the Board, Herrmans Bike Components Oy, 2019-
    • Member of the Board, Saminvest Oy, 2004-
    • Member of the Board, Duell Oyj, 2021-
    • Chairman of the Board, Duell Oyj, 2018-2021
    • Member of the Board, Lehtipiste Oy, 2013-2016
    • Member of the Board, Tradedot Oy, 2013-2016
    • Member of the Board, Sponespo Oy, 2013-2016

    Relevant Work Experience

    • Partner, Sponsor Capital Oy, 2004

    Shareholding in Nordic Lights (21.6.2022) 66 120

  • Jyrki Perttunen

    Member of the Board

    Jyrki Perttunen

    Member of the Nordic Lights Board from 2021
    Born 1963, Master of Law and MSc in Engineering
    Joined the company in 2019

    Positions of Trust

    • Member of the Board, Sponfyr Oy, 2019-2021
    • Chairman of the Board, Lean Institute Finland Oy, 2019-2021
    • Deputy member of the board, EKE Finance Oy, 2020-
    • Member of the Board, Herrmans Bike Components, 2021-
    • Member of the Board, PaloDEx Group Oy, 2006-2009
    • Chairman of the Board, PaloDEx Group Oy, 2009-2013

    Shareholding in Nordic Lights 49 100 (23.6.2022)

  • Risto Siivonen

    Member of the Board

    Risto Siivonen

    Member of the Nordic Lights Board from 2021
    Born 1975, Master of Business Administration
    Joined the company in 2019

    Positions of Trust

    • Member of the Board, Sponfyr Oy, 2019-2021
    • Chairman of the Board, Bravedo Oy, 2021-
    • Member of the Board, Bravedo Oy, 2018-2021
    • Member of the Board, Sponcont Oy, 2022-
    • Member of the Board, Manihi Oy, 2008-
    • Chairman of the Board, Dassiet Oy, 2021-2022
    • Chairman of the Board, Tres Partners Oy,2012-2022
    • Chairman of the Board, RSH Capital Oy, 2020-2022
    • Member of the Board, Barona Oy, 2021-2022
    • Member of the Board, Herrmans Bike Components Oy, 2019-2022
    • Member of the Board, Bondos Oy, 2017-2022
    • Member of the Board ,Source Ventures Oy, 2019-2022
    • Member of the Board, Realia Group Oy, 2016-2017
    • Member of the Board, Health and Fitness Nordic Ab, 2015-2017

    Relevant Work Experience

    • CEO, Manihi Oy, 2008-
    • Partner, Altor Equity Partners Oy, 2008–2017

    Shareholding in Nordic Lights 73 650 (23.6.2022)

  • Caj-Anders Skog

    Member of the Board

    Caj-Anders Skog

    Member of the Nordic Lights Board from 2021
    Born 1957, Master of Business Administration
    Joined the company in 2019

    Positions of Trust

    • Member of the Board, Sponfyr Oy, 2019-2021
    • Member of the Board, Purmo Autic Ab, 1994-
    • Chairman of the Board, Ab Furiren Oy, 2005-
    • Chairman of the Board, Ab Cap North Oy, 1997-
    • Member of the Board, KWH-yhtymä, 2016-
    • Member of the Board, Herrmans Oy Ab, 2001-
    • Chairman of the Board, Ab Norlic Oy, 2013-2021
    • Chairman of the Board, Oy Rikta Ab, 2008-2021
    • Chairman of the Board, Ab Comfort Home Hotels Oy, 1997-2007
    • Member of the Board, Oy Fondex Ab, 2000-2008
    • Member of the Board, Baltic Yachts Oy Ab, 2010-2015

    Relevant Work Experience

    • CEO, Purmo Autic Ab, 1994-

    Shareholding in Nordic Lights 1 473 000 (23.6.2022)

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, Sponspeed Oy, 2021-
    • Member of the Board, Sponvelo Oy, 2021-
    • Member of the Board, Herrmans Bike Components Oy, 2019-
    • Member of the Board, Procons Oy Ab, 2015-
    • Member of the Board, Ab Brightview Oy, 2018-
    • 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 (23.6.2022)

  • 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 (23.6.2022)

  • 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 2018

    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 (23.6.2022)

  • 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 Director, Herrmans Bike Components Oy, 2020-01/2022
    • Logistics and Production Director, 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 (4.7.2022)

  • Tomas Skott

    Director, Production & Supply Chain

    Tomas Skott

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

    Positions of Trust

    • Member of the Board, Pergite Ab Oy, 2018-
    • Member of the Board, Reviva Oy Ab, 2014-2020

    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 (23.6.2022)

  • 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
    • Development Director, Herrmans Oy Ab, 2012–2016
    • Product Director, Herrmans Oy Ab, 2007–2012
    • Product Development Engineer, Metso Oyj, 2004–-2007

    Shareholding in Nordic Lights 100 000 (23.6.2022)

  • 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

    Positions of Trust

    • Member of a Board, Aralek Oy, 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 100 000 (23.6.2022)

Remuneration

Nordic Lights’ remuneration policy will be presented at the Annual General Meeting in 2023 and at least every four years, and whenever significant changes are proposed. The remuneration report will be presented annually at the Annual General Meeting of the Company, starting with the Annual General Meeting in 2023.

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