Corporate Governance
General
F-Secure applies principles of sound corporate
governance and high ethical standards, complying with the Finnish Companies Act,
Securities Market Act and other regulations on the administration of public
companies issued by the authorities.
The company complies with, as explained below, the Corporate
Governance recommendations for public listed companies published in December
2003 by OMX Nordic Exchange Helsinki, the Central Chamber of Commerce of Finland
and the Confederation of Finnish Industry and Employers.
Annual General Meeting of Shareholders
F-Secure Corporation's highest governing body is the
Annual General Meeting of Shareholders. The Annual General Meeting (AGM) shall
be held within a period from the end of the financial year as proposed by the
Board of Directors and as defined by the law. The AGM shall confirm
remunerations to the Board members and auditors, decide the number of members on
the Board of Directors, appoint Board members, approve the financial statement,
determine the amount of dividends and select the auditors and other issues as
described in Article of Associations of
F-Secure
Corporation and in Finnish Companies Act.
Articles of Association
Decisions of the latest AGM
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, 2008 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: Mrs. Sari Baldauf, Mr. Pertti Ervi, Mr. Risto
Siilasmaa, Mr. Alexis Sozonoff and Mr. Marko Ahtisaari, Juho Malmberg was elected as a new
member of the Board 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. Risto
Siilasmaa to chair the Board. In the beginning of 2008, the Board has
decided to establish an Audit Committee and an Executive Committee (nomination
and remuneration topics). It has nominated Mr. Pertti Ervi to chair the Audit
Committee and Ms. Sari Baldauf to chair the Executive Committee.
During 2007
the Board has had 14 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. Risto Siilasmaa is
a major shareholder of the company.
Board of Directors
Rules of procedure of the Board of Directors
Charter of the committees
CEO
The Board of Director shall appoint the CEO and decide
upon his/her remuneration and other benefits. CEO’s duties include
managing the business according to the instructions issued by the Board of
Directors, present the matters to be dealt with in the Board of Directors'
meeting, implement the matters resolved by the Board of Directors and other
issues determined in the Companies Act. The Board of Directors confirms
the salary and other benefits of the CEO. The CEO’s retirement age and the
determination of his/her pension conform to the standard rules specified by
Finland’s Employee Pension Act. The period of notice for the CEO is twelve (12)
months both ways and there are no separate compensations for
dismissal. During 2007, the CEO, Mr. Kimmo Alkio, was paid a total amount
of EUR 426,750 including all bonuses.
Executive Team
F-Secure Corporation’s Executive Team assists the CEO in the management and
development of the Group. The CEO appoints the executive team members and
decides upon the terms and conditions of their employment. The Board of
Directors approves the compensation for the executive teams. The bonuses and
grant of stock options are based on performance of the group and the individual.
It assembles regularly once a month and separately as needed.
Executive Team
Auditors and Internal Controls
F-Secure Corporation’s auditor is Ernst & Young Oy, a
firm of Authorized Public Accountants. The auditor’s term of service is one
year. APA Erkka Talvinko is acting as responsible partner and is responsible for
the direction and coordination of the audit work. The auditor will report to the
Board of Directors at least once a year.
The Executive Team of F-Secure, Financial Management and
Security Team are responsible for the internal control and instructions. Regular
audits will be
performed in the different business units as well as in the
subsidiaries. The purpose is to ensure the compliance to the consistent
administration, accounting practices and the information security in the Group. During 2007, the
Group paid a total of EUR 108,360 for auditing activities
and EUR 71,610 for other services.
Risk Management
The goal of risk management is to identify risks that
may hinder the group to achieve its business objectives. The responsibility for
the company’s risk management lies with the CEO and the Executive Team.
The Board of Directors and the committees approve and follow up the reporting
procedures, and monitor the adequacy, appropriateness and effectiveness of the
Group’s business and administrative processes.
Weekly and monthly financial reporting that
covers the entire Group is used to monitor how well financial targets are being
met. The reports include actual figures, plans and up-to-date
forecasts.
The company has sought to manage the risks relating to its
business operations by developing its operating processes and control
systems. F-Secure’s risk management team is regularly monitoring and
coordinating activities to mitigate the threats.
F-Secure Corporation
does not provide financing outside industry standard payment terms. Invoicing is
mainly done in Euros. There is exchange rate risk with some currencies. In order
to minimize the impact of the fluctuation of the exchange rates the goal is to
hedge the estimated cash flow of these currencies.
The investment policy of the company for cash reserves is
conservative. Cash is mainly invested in short-term funds and other low risk
investments.
Company’s critical IT
systems are reviewed externally to ensure their security. Company monitors
systems internally as well.
Insider Regulations and Silent Period
The company follows the insider regulations of the OMX Nordic Exchange, Helsinki.
Insiders are divided into three categories: (1) permanent insiders including the
members of the Board, the auditors, and the Group's executive team, (2)
permanent company-specific non-public insiders including persons who by virtue
of their position or tasks learn inside information on a regular basis, and (3)
project based insiders.
Permanent public insiders and permanent company
specific insiders are not entitled to trade shares, options or other securities
21 days prior to publication of interim financial statements or company
accounts.
The Group has a Silent Period of 21 days before each quarterly
financial report announcement. During the Silent Period the Group will not
arrange meetings or conference calls with the investor community.
List of Permanent Insiders
