Governance

Corporate Governance

Savosolar organizes its administration in accordance with the Finnish Limited Liability Companies Act. According to the Act, the administration is divided between the General Meeting of shareholders, the Board of Directors and the President and CEO. Shareholders exercise their rights primarily in the General Meeting of shareholders that is usually convened by the company’s Board of Directors. A General Meeting of shareholders must also be convened if requested in writing by the company’s auditor or a group of shareholders whose total number of shares constitutes at least one-tenth of the number of shares issued by the company that are not in the company’s possession.

The company does not follow the recommendations of the Corporate Governance Code for Finnish listed companies because the company does not deem it expedient in view of the company’s size and its scope of business.

Remuneration

Savosolar’s shareholders resolve upon the remuneration and benefits for the Board members at the general meeting in accordance with the Finnish Companies Act.

For the financial year 2021 a total of EUR 54.0 thousand (2020: EUR 46.4 thousand) was paid to the members of the Board of Directors as remuneration for attending meetings. The company’s annual general meeting held on 26 April 2022 decided that the members of the Board of Directors will be paid the following fees for the term of office: EUR 21,600 to the chairman of the Board and EUR 10,800 to all other Board members. Approximately 40% of the fees paid to the Board of Directors are paid on the basis of the Board’s share issue authorisation by giving the Board members new shares in the company. Approximately 60% of the fees will be paid in cash. Board members may not give away shares received as remuneration before their term of office on the Board has ended. No service agreements or pension arrangements have been entered into between the company and the members of the Board of Directors.

In 2021, EUR 143.8 thousand (2020: EUR 128.8 thousand) including fringe benefits was paid to Managing Director Jari Varjotie and EUR 779.0 (2020: EUR 546.3 thousand) to the other members of the management.

Under his service contract Managing Director Jari Varjotie is not entitled to any voluntarily pension schemes paid by the company. In case the company terminates Varjotie’s service contract, the company shall pay to Varjotie normal monthly salary during the termination period of four months, and a severance payment corresponding to five months’ salary.

General meeting

The ordinary General Meeting of shareholders is the highest decision-making body of the company. The company’s Board of Directors convenes the General Meeting annually within six months of the end of the financial period. As stipulated in the Articles of Association, the ordinary General Meeting decides on the adoption of the financial statements, the use of profits shown on the balance sheet, the granting of release from liability to the members of the Board of Directors and the President and CEO, the number of members of the Board of Directors, as well as the remuneration of the members of the Board of Directors and the auditor/s. The General Meeting also elects the members of the Board and the auditor, and resolves any other matters included in the notice of the meeting.

Board of directors

The tasks and responsibilities of the Board of Directors of Savosolar are determined by the Finnish Limited Liability Companies Act and other applicable legislation, according to which the administration of the company and the appropriate organization of its operation shall be arranged by the Board of Directors. The Board of Directors is also responsible for the appropriate organizing of the company’s accounting and of the control of its asset management. In addition, the Board of Directors’ task is to promote the good of the company and all its shareholders by planning the company’s business operations in a way that produces the best possible return on capital invested in the company in the long term.

Members

Eero Auranne

Born in 1959, M. Sc. (Electrical Engineering)

Chairman of the Board of Savosolar Plc.
Member of the Board since August 2018 and Chairman of the Board since April 2020.

Independent of the company and independent of larger shareholders.

Eero Auranne has worked as the CEO of Empower Oyj during 2012-2017, as the President of Energy Division and member of the group’s management team in Swedish ÅF AB during 2006-2012 and as the CEO of Enprima Oy during 2003-2005. Previously Auranne has worked approximately 20 years for Fortum group and its predecessor Imatran Voima Oy in various positions. At the moment Auranne is also member of the Board of Directors in Dekati Oy.

Feodor Aminoff

Born in 1969, Civil Engineer
(Industrial Economics)

Member of the Board since May 2013 (Chairman of the Board 2013 - 2020).

Independent of the company and independent of larger shareholders.

Feodor Aminoff has worked as CEO of Cleantech Invest Oyj in 2013-2014. Before this he has worked as the CEO of Please User Experience Design Oy during 2005–2009, in Sanitec Oy’s IDO-group management group with responsibility for development of information management and business processes during 2000–2009 and as project manager at KCI Konecranes Oyj during 1994–1999. In addition, Feodor Aminoff has worked among other things as deputy member and member of the Board in Veho Group Oy since 1996 and as founding member on the Board of Finnish Business Angels Network (FIBAN) during 2010–2012.

Mikael Lemström

Born in 1967, M. Sc. (Applied Mathematics, Physics)

Member of the Board since August 2018.

Independent of the company and independent of larger shareholders.

Mikael Lemström has made a long career in Fortum group in various positions, in addition to Finland also in Thailand and Poland. At the moment Lemström works as the Vice President, Heating and Cooling at Fortum’s City Solutions Division.

Ari Virtanen

Born in 1958, Electrical Engineer and MBA

Member of the Board since August 2018.

Independent of the company and independent of larger shareholders.

Ari Virtanen works at the moment as the CEO of Advion Group Oy and Solidior Oy. Virtanen has previously worked, inter alia, as temporary COO of Proxion Solutions Oy during 2017-2018, the CEO of Takoma Oyj during 2012-2014, the CEO of Högfors Oy during 2007-2009, the CEO and Chairman of the Board of Estonian AS Finmecin during 2004-2007, the sales manager of Kalmar Industries Oy Ab during 1999-2004 and in various positions in Tamrock group during 1986-1997. At the moment Virtanen is also a member of the Board of Directors in Kesla Oyj and Proxion Oy.

Eljas Repo

Born in 1961, M.Soc.Sc. (History, Helsinki)

Member of the Board since April 2022.

Independent of the company and independent of larger shareholders.
Repo is the CEO of Repo Media Oy 2016-. Prior to that, he was the editor-in-chief of Arvopaperi 1998–2016. Board member of Ovaro Asuntorahasto/Ovaro Kiinteistösijoitus Oyj 2017-, Chairman of the Board of Taikina Capital Oy 2017–2021, Board member of Elina Ahlbäck Literary Agency Oy 2009-, Board member of Helsinki Bourse Club ry 2017-, Senior advisor of Directors’ Institute Finland ry 2019-, Board member of Badminton Finland ry 2020-, Board member of Finnish Business Angels Network (FiBAN) ry 2022-.

Management team

Managing Director and Sales

Jari Varjotie

Born in 1960, M.Sc.
(Production Technology)

Jari Varjotie is the Managing Director of Savosolar since 20 November 2010 and has over 30 years of experience as an industrialist. Before working at Savosolar, Jari Varjotie worked at Winwind Oy during 2007–2010. During his time there he worked as the COO and the Managing Director for Europe. He also worked in various top management positions at Perlos Corporation during 2000–2007, lastly as the COO. During 1989–2000 Jari Varjotie worked at Valmet Corporation among others as Manufacturing Manager, Materials Manager, Factory Manager and Vice President.

The task of the Managing Director is to manage and develop Savosolar's business operations in accordance with the Finnish Limited Liability Companies Act and the instructions and directives by the Board of Directors. The Managing Director may undertake measures that are unusual and wide-ranging with a view to the company's scope and nature of operations only by the authorization by the Board of Directors. The Managing Director is responsible for the compliance of the company's accounting with the law, and the reliable organization of its asset management. The Managing Director is also responsible for financial planning and controlling the implementation of significant operational decisions. The Managing Director prepares matters for the meetings of the Board of Directors and reports to the Board of Directors.

Director, Senior Advisor

Kaj Pischow

Born in 1947, Studies in Mathematics, Physics & Physical Metallurgy

Founder and long-term CTO of Savosolar, appointed as Director, Senior Advisor on August 2018. In this role he will have wide authority to advise and support different functions and operations of the company. Kaj Pischow has 35 years of experience in development of new technologies and is a coating technologies expert. Before founding Savosolar, Kaj Pischow was a major shareholder and technical director during 1998–2010 at Savcor Face Group Oy, Surfcoat Oy and Savcor Coatings Oy which all produced vacuum coatings for Nokia mobile phones. During 1971–1995 Kaj Pischow worked as a researcher at the State Research Center VTT, Riihimäen Lasi Oy, the Technical University of Helsinki and as a private entrepreneur. Among other things, he was the first one to bring research in nanotechnology to Finland.

Plant Manager

Pekka Karjalainen

Born in 1983, M.Sc. (Mechanical Engineering)

Pekka Karjalainen joined Savosolar in January 2016 and joined the Management Team in December of the same year.
He has worked as a plant manager since February 2021 and before that for more than five years as a quality engineer and quality manager.
Previously, Pekka has worked as a designer at e.g. ABB Oy.

Vice-President, China operations

Raul Ikonen

Born in 1969, M.Sc. (Econ.)

Raul Ikonen is the leader of Savosolar’s Chinese operations. He started in this role in May 2019 after being the CFO at Savosolar. He is an experienced financial management and business development professional, who has worked e.g. in KPMG and in several country units of UPM. He was 12 years at UPM (China) Ltd. in Shanghai, where his latest position was Vice President of Finance. Raul has wide experience in different finance management positions and tasks from operative reporting to strategic matters.

CTO

Torben Frederiksen

Born in 1972, M.Sc. Energy Technology

Torben Frederiksen re-joined Savosolar in 2018 after being from autumn 2016 the CTO at Falck Schmidt Defence Systems A/S. Between 2014 and 2016 Torben was working for Savosolar developing the large area collector and managing our three first large solar thermal system delivery projects in Denmark as project manager. Before that he worked as Head of R&D at Sunmark A/S, an international Danish large scale solar thermal system supplier and before that several years for Danfoss A/S in various product development and leadership positions. Torben is located in Denmark.

CFO

Heikki Timonen

Born in 1967, M.Sc. (Econ.)

CFO for Savosolar since April 2019. Heikki has worked in the field of finance since 1996 with previous positions at Cultor Oyj, Rettig Ab, Exel Composites Oyj and last seven years as CFO of Serres Group Oy. His key areas of strength are operative financial management, transformation and growth management, business driven process and ICT development as well as strategy work and strategy implementation.

VP, Sales and Marketing

Antti Lilleberg

Born in 1978, MBA (General Management), B.Eng. (Electronics and Automation)

Savosolar has appointed Antti Lilleberg as the Company's Vice President, sales and marketing, and as a member of the management team as of 1 June 2020.

Antti Lilleberg has extensive experience in international sales and marketing management and development positions as well as technology and management consulting. Lilleberg joined Savosolar from Ariterm Service Oy, where he was the director responsible for sales and marketing. His previous experience includes Volter Oy, Rejlers-group, Sartorius-group, and Biohit Oyj.

COO

Martti Jalava

Born in 1966, M.Sc. (Eng.).

Martti Jalava has been Savosolar's Chief Operating Officer since 1 January 2020. Prior to that, he has served as Director of Operations Development for approximately 1.5 years. He has more than 25 years of experience in diverse management positions in the international manufacturing industry. Prior to Savosolar, Jalava has worked in management positions at numerous different companies, such as Imatra Steel Oy, Fiskars Oyj, Fibox Oy, and has worked as a rental manager in companies such as Konecranes Oyj and AP&T Ab. Jalava has also advised companies such as Outokumpu Oyj, Stora Enso Oyj and Perlos Oyj on operational matters.

General risks and factors of uncertainty concerning operations

The most significant risks involved in Savosolar’s business are the ability to win new projects to achieve growth in line with the strategy, the sufficiency of the necessary working capital, and the ability to increase the efficiency of operations so as to turn the operations profitable.

War in Ukraine has increased the uncertainty of supply chain and price level of materials and components following the Covid-19-pandemic. Savosolar does not directly use materials or components of Russian or Ukrainian origin. However, the war may increase prices and prolong delivery times. If continued for a long time, this may slow down Savosolar’s growth of business and improvement of profitability. On the other hand, the higher energy prices, and reducing the use of Russian fossil fuels are seen to have a positive impact on the demand on renewable energy thus fostering also Savosolar’s business development.

The company’s Board of Directors monitors the development of the company’s profitability and cash flow actively and, together with the company’s management, seeks the best solutions to develop the company towards profitable long-term business. The Board of Directors continuously considers the sufficiency of financing as an important part of the company’s growth strategy. Considering the outlook for the industry, the Board is confident that the company will be able to raise the necessary equity and debt capital to achieve the growth and profitability in line with its strategy.

However, it cannot be guaranteed that the volume and profitability of the company’s business will grow sufficiently and that the company can gain enough supplementary finance just on time and with terms and conditions that are favourable enough for the present shareholders. In case the company does not succeed in generating growth and improving its profitability and/or raising additional financing to meet the needs of business, the company may be forced to postpone, cut back or terminate operations.

Auditors

External auditing verifies that the financial statements give correct and sufficient information on the company’s financial performance and financial position during the financial period. The auditor submits an auditing report required by law to the company’s shareholders together with the company’s annual financial statements. Audits during the financial period are reported to the Board of Directors.
The auditor and the Board of Directors meet at least once a year. The auditor is elected by the General Meeting of shareholders. The auditor’s term of office covers the financial period during which he or she is elected and ends at the closing of the next ordinary General Meeting of shareholders following his or her election.
The ordinary General Meeting of shareholders held on 26 April 2022 elected auditing firm Tilintarkastus Inkeröinen & Himanen Oy as the company’s auditor, with Juho Himanen, Authorized Public Accountant, as the principal auditor.

Insider issues

Savosolar complies with the Guidelines for Insiders by the Nasdaq Helsinki Ltd. at any given time in force. Savosolar Plc’s own Insider Instructions include a summary on company-specific principles as well as the Nasdaq instructions, and these documents shall be considered together as Savosolar Plc’s Insider Instructions.

Savosolar maintains an insider register of persons subject to disclosure obligation (members of the Board of Directors and the Management Team) and of persons who regularly have access to inside information due to their positions or tasks as well as of other persons who work with the company on the basis of some other agreement and have regular access to the inside information. Furthermore, Savosolar maintains a register on project-specific insiders to whom the company discloses inside information based on a certain project.

Because a public register of insiders and their holdings no longer is required, the information concerning holdings of shares is not updated regularly. The table on this page is showing the status as per 31.12.2021. Today, the changes in holdings of insiders and their related parties will be disclosed in company announcements in line with the Market Abuse Regulation (MAR).

Members of the Board of Directors and the Management team owned on 31.12.2021 a total of 800,302 shares of the company. The table shows all shares and other related derivative instruments that the persons in question or their immediate family members own directly or indirectly through entities under their control or under the control of their immediate family members.

Holding of insiders (31.12.2021)

Insider Shares, pcs Options, pcs
Board of directors
Feodor Aminoff 117,557
   SEB Life
Eero Auranne 207,900 19,284
Mikael Lemström 142,388 19,350
Ari Virtanen 127,722 19,350
Management team Shares  Options
Jari Varjotie 77,786  45,000
Raul Ikonen  –
Kaj Pischow 1,920  –
Torben Frederiksen  –
Pekka Karjalainen 29  –
Heikki Timonen 125,000  93,750
Antti Lilleberg
Martti Jalava
Auditors
Juho Himanen, KHT, Tilintarkastus Inkeröinen & Himanen Oy
Certified adviser
Daniel Orispää, Augment Partners AB
TOTAL 800,302  196,734
TOTAL shares and options 800,302 196,734
Number of all shares in the company 165,187,636

 

Articles of Association

1 § Registered name and domicile
The registered name of the company is Savosolar Oyj, in Swedish Savosolar Abp and in English Savosolar Plc. The domicile of the company is Mikkeli.

2 § Line of business
The line of business of the company is design, manufacturing and sale of energy systems that exploit solar energy as well as research, development and consultation relating to its line of business. In addition, the company may own real estates, shares in housing companies, investment shares as well as other securities, make share investments in companies and lease the real estates and apartments that it owns.
The company may conduct its business directly on its own or through subsidiaries or associated companies.

3 § Shares and book-entry system
Company’s shares belong to the book-entry securities system.

4 § Board of Directors and the Managing Director
The company shall have the Board of Directors, which comprises no fewer than three (3) and no more than seven (7) members. The term of office of each member of the Board of Directors ends at the adjournment of the first annual general meeting of shareholders following the election.
The company shall have a Managing Director. The Managing Director is nominated by the Board of Directors.

5 § Representation of the company
The company shall be represented by the Board of Directors but also the chairman of the Board of Directors and the Managing Director alone and two members of the Board of Directors acting jointly. The Board of Directors may grant procuration or representation right to a nominated person.

6 § Auditors
The company shall have one ordinary auditor and one deputy auditor. In case an auditing firm certified by the Finland Chamber of Commerce or chamber of commerce is elected as auditor, deputy auditor does not need to be elected. The term of office of the auditors ends at the adjournment of the annual general meeting of shareholders first following the election.

7 § Summons, registration period and venue of general meeting of shareholders
The notice to convene a general meeting of shareholders must be delivered to the shareholders by publishing the notice on the website of the company or otherwise in a verifiable manner no earlier than three (3) months and no later than three (3) weeks prior to the general meeting of shareholders, however, in any case, at least nine (9) days prior to the record date of the general meeting of shareholders pursuant to the Finnish Companies Act.
Where the Board of Directors so decides, a shareholder must register with the company in order to participate in the general meeting of shareholders. In such case, shareholders must register no later than on the date referred to in the notice convening the meeting, which date may be at the earliest ten (10) days prior to the general meeting of shareholders.
Besides the company’s domicile, general meetings may held in the City of Helsinki, Finland or the City of Stockholm, Sweden.

8 § Annual general meeting of shareholders
The annual general meeting of shareholders shall be held each year within six (6) months from the end of the financial period of the company on a date resolved by the Board of Directors.
The meeting shall:
be presented with:
the financial statements and, when needed the report of the Board of Directors;
the auditor’s report;

resolve upon:
• the adoption of the financial statements;
• the use of profits shown on the balance sheet;
• the discharge of members of the Board of Directors and the Managing Director from liability;
• the remuneration of the members of the Board of Directors and the auditor;
• the number of the members of Board of Directors;

elect:
• the members of the Board of Directors, and
• the ordinary auditor and deputy auditor.

Disclosure policy

Savosolar is committed to communicating actively and transparently with all stakeholders. The company strives to give a truthful picture of the company’s operation, operating environment, strategy, goals and financial performance.
The website www.savosolar.com and company releases published through Nasdaq are the most important sources for information on the operations and financials. All stakeholders of the company have an equal access to information on the website.

Savosolar Disclosure policy 13 September 2019
Attachment to Disclosure Policy:  First North Growth Market rules as from 1 September 2019

Investor relations
and media contact

FINLAND
info@savosolar.com
+358 (0)10 271 0810
Certified Adviser
Augment Partners AB
info@augment.se
+46 8-505 65 172