Governance
DUTIES OF THE BOARD OF DIRECTORS
The objective of the Board of Directors is to direct the company with the aim of achieving the best possible return on invested capital for shareholders in the long term.
The Board's responsibilities and duties are defined in detail in the Rules of Procedure of the Board of Directors and it covers the following main areas:
- approving the strategy of F-Secure, overseeing its operations and annual budgets
- approving any major investments, acquisitions, changes in corporate structure or other significant decisions
- ensuring that the supervision of the Company's accounting and financial management is duly organized
- ensuring that internal control and risk management systems are in place approving personnel policies and rewards systems
- preparing matters to be handled by the General Meeting of shareholders
The Board of Directors meets as frequently as necessary, at least five times during its term. The Board of Directors has quorum when more than half of the members are present. An annual self-assessment is carried out by the Board to evaluate its operations.
In accordance with F-Secure's Articles of Association, the Board of Directors comprises three to seven members, which are elected at the Annual General Meeting for a period of office that extends to the following AGM. The majority of Board members shall be independent from the Company and from its major shareholders.
One member of the Board of Directors is elected from F-Secure Corporation's personnel in the following manner: an election is arranged for F-Secure personnel. Each permanent employee of F-Secure Corporation is eligible as a candidate. The Executive Committee interviews three persons who have obtained the highest number of votes in the elections, and chooses a candidate from amongst them to be proposed for election as a new member of the Board by the Annual General Meeting.
The Board's Executive Committee prepares the proposals for board candidates to be approved by the shareholders at the General Meeting. Proposals are based on candidates' skills and qualifications and on maintaining diversity on the Board of Directors. Currently both genders are represented in the Board of Directors.
BOARD COMMITTEES
The Board has two permanent Committees: an Audit Committee and an Executive Committee (nomination and remuneration issues).
Audit committee
The Audit Committee reviews, instructs and evaluates risk management, internal controls, IT strategy and practices, financial reporting as well as auditing of the accounts. The Audit Committee also regularly considers the need for a separate internal audit function. Members of the Audit Committee must have broad business knowledge, as well as an adequate knowledge of and experience in financial and supervisory matters. All members of the Audit Committee must be independent from F-Secure Corporation and from major shareholders in the company.
Executive Committee
The Executive Committee prepares material and instructs with issues related to the composition and compensation of the Board of Directors and the remuneration and incentivization of key managerial personnel. The Committee also prepares the proposals for the Board composition and remuneration for the Annual General Meeting of Shareholders.
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DUTIES OF THE CEO
The Board of Directors appoints the CEO and decides upon his/her remuneration and other benefits. The CEO is responsible for the day-to-day management of the Company. His/her duties include:
- managing the business according to the instructions issued by the Board of Directors
- presenting the matters to be handled in the Board of Directors' meetings
- implementing the decisions made by the Board of Directors
- other duties determined in the Companies Act
DUTIES OF THE LEADERSHIP TEAM
The Leadership Team supports the CEO in the daily operative management and development of the Company. The CEO appoints the Leadership Team members and decides upon the terms and conditions of their employment.
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Sustainability
In the digital and connected world we currently live in, cyber attacks and malware have the ability to seriously damage global businesses, result in losses of hundreds of millions of euros, and even cause human suffering. For 30 years, F-Secure has been committed to helping people and businesses fight these cyber threats. Improving our customers' security, resilience and the sustainability of their digital lives or businesses, is why we exist.
We believe that through our core business and everyday actions we play a vital role in ensuring the functioning of modern society, and help to maintain trust between people and organizations. Internally, we emphasize the importance of a sense of fellowship among our employees, and we have always put a strong emphasis on shared core values.
F-Secure is committed to sustainable practices in carrying out our business. Corporate responsibility is led by the CEO with the support of the Leadership Team, and with the Board of Directors approving the annual Statement of Non-financial Information. To ensure that corporate responsibility is integrated into all business operations, governance and compliance processes have been established.
This Statement of Non-Financial Information lists key areas of responsibility that are considered most material in accordance with the Finnish Accounting Act.
Statement of Non-Financial Issues 2018
Statement of Non-Financial Issues 2017
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Under the Finnish Companies Act, shareholders exercise their decision-making power at General Meetings of Shareholders. More information on the role of the Annual General meeting is available in the Governance section.
ANNUAL GENERAL MEETING OF SHAREHOLDERS 2019
F-Secure's Annual General Meeting was held on Tuesday, 19 March 2019, starting at 3:00 p.m. at the Company headquarters at the address Tammasaarenkatu 7, Helsinki, Finland.
Materials
Resolutions of the Annual General Meeting
Minutes of the meeting (in Finnish)
Privacy Statement (in Finnish)
ANNUAL GENERAL MEETING OF SHAREHOLDERS 2018
The Annual General Meeting of F-Secure Corporation was held on Wednesday, 4 April 2018 at 3.00 pm Finnish Time at Company Headquarters in Ruoholahti, Helsinki.
MATERIALS
- Invitation to the Annual General Meeting including the proposals (Item 10 amended on 12 February 2018)
- Information on the individuals proposed to be elected as the members of the Board of Directors (Updated on 14 March 2018)
- F-Secure Annual Report 2017
- CEO review for 2017
- Minutes of the Meeting (in Finnish)
- Resolutions of the F-Secure Annual General Meeting
ANNUAL GENERAL MEETING OF SHAREHOLDERS 2017
The Annual General Meeting of F-Secure Corporation is scheduled to be held on Wednesday, 5 April 2017 at 3.00 p.m. Finnish Time at Company Headquarters in Ruoholahti, Helsinki.
ANNUAL GENERAL MEETING OF SHAREHOLDERS 2016
The Annual General Meeting of F-Secure Corporation was held on Thursday, April 7th 2016 at 3:30 p.m. at company headquarters. Material related to the meeting can be found below.
MATERIALS
ANNUAL GENERAL MEETING OF SHAREHOLDERS 2015
The Annual General Meeting of F-Secure Corporation was held on April 8th 2015 at 3.30 pm. Finnish Time at Company Headquarters in Ruoholahti, Helsinki. Material related to the meeting can be found below.
Materials
ANNUAL GENERAL MEETING OF SHAREHOLDERS 2014
The Annual General Meeting of F-Secure Corporation was held April 3rd, 2014 at 15:30 Finnish Time at Company Headquarters in Ruoholahti. Material related to the meeting can be found below.
ANNUAL GENERAL MEETING OF SHAREHOLDERS 2013
The Annual General Meeting of F-Secure Corporation was held on Wednesday, April 3, 2013. Below you can find material related to the meeting.
ANNUAL GENERAL MEETING OF SHAREHOLDERS 2012
The Annual General Meeting 2012 was arranged on April 3, 2012 in address Tammasaarenkatu 7, 00180 Helsinki. Below you can find material related to the meeting.
ANNUAL GENERAL MEETING OF SHAREHOLDERS 2011
The Annual General Meeting of F-Secure Corporation was held on Wednesday, March 30, 2011. Please find below the materials related to the meeting.
ANNUAL GENERAL MEETING OF SHAREHOLDERS 2010
The Annual General Meeting of F-Secure Corporation was held on Wednesday March 24,2010 in HTC Ruoholahti, Tammasaarenkatu 3, 00180 Helsinki.
ANNUAL GENERAL MEETING OF SHAREHOLDERS 2009
The Annual General Meeting of F-Secure Corporation was held on Thursday March 26, 2009 in High Tech Center, Tammasaarenkatu 3, 00180 Helsinki. Below you can find material relating to the meeting.
ANNUAL GENERAL MEETING OF SHAREHOLDERS 2008
The Annual General Meeting of F-Secure Corporation was held on Wednesday March 26, 2008 in address F-Secure Oyj, Tammasaarenkatu 3, 00180 Helsinki. Below you can find material relating to the meeting.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS 2008
Extraordinary general meeting of shareholders of F-Secure Corporation was held on Tuesday October 28, 2008 starting at 5.00 pm in address F-Secure Plc, Tammasaarenkatu 7 (Ruoholahti), 00180 Helsinki. Below you can find material relating to the meeting.
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F-Secure's Disclosure Policy describes the key principles and practices that the company applies in its investor relations and financial reporting.
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