the Chairman of the Board. The Board nominated Siilasmaa as the
Chairman of the Personnel Committee and Bruce Oreck and Päivi
Rekonen as members of the Personnel Committee. Pertti Ervi was
nominated as the Chairman of the Audit Committee and Tuomas
Syrjänen, Keith Bannister and Robert Bearsby were nominated as
members of the Audit Committee.
It was decided that the remuneration to the Auditor will be paid in
accordance with the approved invoice. PricewaterhouseCoopers
Oy was elected as the Company’s auditor. Mr. Janne Rajalahti, APA,
acts as the Responsible Auditor.
The Annual General Meeting authorized the Board of Directors
to decide upon the repurchase of a maximum of 10,000,000 of
the Company’s own shares in one or several tranches and with
the Company’s unrestricted equity. The authorisation entitles the
Board of Directors to decide on the repurchase also in deviation
from the proportional holdings of the shareholders (directed
repurchase). The authorisation comprises the repurchase of shares
either on a regulated market on Nasdaq Helsinki Ltd in accordance
with its rules and guidelines in which case the repurchase price
is determined on the basis of the stock exchange price at the
time of repurchase, or with a purchase offer to the shareholders
in which case the repurchase price must be the same for all
shareholders. The Company’s own shares shall be repurchased
to be used for carrying out acquisitions or implementing other
arrangements related to the Company’s business, for improving
the Company’s financing structure, as part of the implementation
of the Company’s incentive scheme or otherwise to be transferred
further or cancelled. The authorisation includes the right of the
Board of Directors to decide on all other terms related to the
repurchase of the Company’s own shares. The authorisation is valid
until the next Annual General Meeting, in any case until no later
than 30 June 2021, and it terminates the authorisation given to the
Board of Directors by the Annual General Meeting of year 2019
concerning the repurchase of the Company’s own shares.
The Annual General Meeting authorized the Board of Directors
to decide on the issuance of a maximum of 31,000,000 shares
through a share issue as well as by issuing options and other
special rights entitling to shares pursuant to Chapter 10, Section
1 of the Companies Act in one or several tranches. The maximum
number of the shares corresponds to 19.5% of the Company’s
registered number of shares. The authorisation concerns both the
issuance of new shares and the transfer of treasury shares held by
the Company. The authorisation entitles the Board of Directors to
decide on all terms related to the share issue as well as the issuance
of options and other special rights entitling to shares. The issuance
of shares may be carried out in deviation from the shareholders’
pre-emptive subscription right (directed issue). The authorisation
may be used for carrying out potential acquisitions or other
transactions or share-based incentive schemes or otherwise
for purposes decided by the Board of Directors. The Board of
Directors is also entitled to decide on the sale of treasury shares
on a regulated market on Nasdaq Helsinki Ltd in accordance with
its rules and guidelines. The authorisation is valid until the next
Annual General Meeting, in any case until no later than 30 June
2021, and it terminates the authorisation given to the Board of
Directors by the Annual General Meeting of year 2019 concerning
the share issue and the issuance of special rights entitling to shares.
Market overview
The growing number and variety of connected devices as well
as digital services continues to create security challenges for
both businesses and individuals. Combined with the increasing
complexity of IT systems, tightening regulation and increasing
significance of geopolitics, these trends are driving demand for
security products and services. While advanced cyber-attacks are
becoming more common and persistent, criminals are targeting
companies of all sizes along with consumers by taking advantage
of vulnerabilities in popular software, both traditional and new
connected devices as well as online services. Apart from pure
criminal activity, governments and hacktivists use vulnerabilities
and malware for things including espionage and surveillance.
Attacks against corporations often go undetected for months.
As most companies lack relevant capabilities for detection and
response, it is estimated that the demand for both Endpoint
Detection and Response (EDR) solutions and Managed Detection
and Response (MDR) will continue to increase rapidly. The new
detection and response capabilities are supplementing existing
endpoint protection solutions (EPP), causing the EPP market to be
in transition. Overall, as organizations are increasingly adopting
cloud services, they seek managed security services and cloud-
based delivery to help them maintain control of their security.
The consumer security software market continues to be impacted
by the changing device landscape, app stores and online sales
overall. On the whole, the number of connected smart home
devices is growing very rapidly, and as a result, telecommunication
operators are investing heavily in upgrading connectivity and
introducing new security related services into their offerings. As
consumers become increasingly aware of the threats to their
privacy and security, they seek to buy more comprehensive
solutions to secure their digital lives. This creates opportunities for
innovative new security products.
Outlook
F-Secure’s financial outlook for 2021 is:
– Revenue from corporate security products is expected to grow
at a high single-digit rate.
– Revenue from cyber security consulting is expected to grow
but uncertainty remains due to the COVID- pandemic.
– Revenue from consumer security is expected to grow approxi
-
mately at the same rate as in .
– Adjusted EBITDA is expected to remain approximately at the
previous year’s level (EUR . million).
The COVID-19 pandemic continues to impact the predictability
of cyber security consulting and can also impact the new sales of
software solutions. The related risks are described in this Annual
Report 2020.
BOARD OF DIRECTORS’ REPORT
Board of Directors’ Report