According to the Articles of Association, the Board of Directors of F-Secure Corporation shall contain a minimum of three and a maximum of seven permanent members. The annual shareholders’ meeting shall decide on the number of Board members in accordance with the Articles of Association and elect the Board members. The Board members shall elect Chairman for the Board from among its members. The Board members shall also elect a secretary, who may be a non-member of the Board.
The term of the Board members is one year. The term ends at the end of the next Annual General Meeting of Shareholders that follows the election of the Board members. The number of terms of the Board members is not limited. The distribution of tasks or areas of responsibility of the Board members is not specified, except for the Committees set by the Board.
The majority of Board members shall be independent from F-Secure Corporation and from major shareholders of the Corporation. Board members shall be fully qualified for the task and able to devote a sufficient amount of time for Board work.
The Board of Directors represents all shareholders. The Board of Directors shall always work to the best advantage of the company and all of its shareholders. The Board of Directors shall manage the business of the company with the aim of achieving the best possible return on invested capital for shareholders in the long term.
The Annual General Meeting of F-Secure Corporation held on April 3, 2013 confirmed the number of Board members to be seve (7) members. The following members of the Board were re-elected for the period ending at the close of the next Annual General Meeting: Risto Siilasmaa (Chairman), Sari Baldauf, Pertti Ervi, Anu Nissinen, Juho Malmberg and Jussi Arovaara. Matti Heikkonen was elected as a new member.
The majority of F-Secure Corporation’s Board of Directors, Sari Baldauf, Pertti Ervi, Juho Malmberg, Anu Nissinen, Jussi Arovaara and Matti Heikkonen, have no dependence neither on the company nor the significant shareholders. The Chairman of the Board, Risto Siilasmaa, is a major shareholder of the company.
The Board assesses its own work on an annual basis.
The Board of Directors has two Committees; Audit Committee and Executive Committee (nomination and remuneration issues). The members of the Audit Committee are Pertti Ervi (Chairman), Juho Malmberg, Jussi Arovaara and Matti Heikkonen. The members of the Executive Committee are Risto Siilasmaa (Chairman), Sari Baldauf and Anu Nissinen.