Board of Directors

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 March 26, 2009 confirmed the number of Board members to be six (6) members. The following members of the Board were re-elected for the period ending at the close of the next Annual General Meeting: Sari Baldauf, Pertti Ervi, Juho Malmberg, Risto Siilasmaa, Alexis Sozonoff and Marko Ahtisaari for the period ending at the close of the next Annual General Meeting.

It was decided that the annual compensation for the chairman is EUR 55,000, for the chairmen of Executive and Audit Committee EUR 40,000 and for members EUR 30,000. Approximately 40% of the annual remuneration will be paid as company shares.

In its assembly meeting, the Board of F-Secure Corporation elected Mr. Siilasmaa to chair the Board.
During 2008 the Board has had 13 meetings and the attendance has been close to 100%.

The majority of F-Secure Corporation’s Board of Directors, five members out of six, has no dependence on the company. Mr. Siilasmaa is a major shareholder of the company.
 

Board Committees

Since the beginning of 2008, the Board has Audit Committee and Executive Committee (nomination and remuneration issues). It has nominated Mr. Ervi to chair the Audit Committee and Ms. Baldauf to chair the Executive Committee. The members of the Audit Committee are Pertti Ervi (Chairman), Juho Malmberg and Marko Ahtisaari. The members of the Executive Committee are Sari Baldauf (Chairman), Risto Siilasmaa and Alexis Sozonoff.

The Audit Committee met four times and the Executive Committee two times during 2008.

Board of Directors 
Rules of procedure of the Board of Directors
Charter of the committees