Governance

Annual general meeting

Annual general meeting

Under the Finnish Companies Act, shareholders exercise their decision-making power at general meetings of shareholders. A general meeting is normally held once a year as an annual general meeting (AGM). A shareholder may propose items to be included on the agenda provided they are within the authority of the shareholders’ meeting and the Board of Directors has been informed of the request in due time. The invitation to the AGM is published on the company’s website.

The AGM decides on matters stipulated by the company’s articles of association and the Finnish Companies Act, including:

  • the adoption of financial statements
  • the distribution of profit for the year
  • discharging the members of the Board of Directors and CEO from liability
  • the selection of members of the Board and the decision on their remuneration
  • the election of the auditor
  • other proposals made by the Board or shareholders

Each share carries one vote in the general meeting.

2023

Annual General Meeting 2023

The Annual General Meeting of WithSecure Corporation will be held on Tuesday, 21 March 2023. The Board of Directors will convene the meeting.

2022

Extraordinary General Meeting (EGM) of 31 May 2022

Extraordinary General Meeting of WithSecure Corporation was held on 31 May 2022, starting at 10:00 a.m. at the Company head­quarters at the address Tamma­saaren­katu 7, Helsinki, Finland. The meeting was held based on the so-called temporary act so that share­holders participated in the meeting and exercised their share­holder rights only by voting in advance and by submitting counter­proposals and asking questions in advance.

Materials

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ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY WITHSECURE CORPORATION IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.

THESE MATERIALS ARE NOT DIRECTED AT PERSONS LOCATED IN THE UNITED STATES AND IN ANY JURISDICTION WHERE THE DISTRIBUTION OF THESE MATERIALS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION.

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These materials are not provided for, and are not directed at, any person in the United States.

These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase the securities described in such materials in the United States. In particular, any securities referred to in these materials have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act“), and may not be offered, sold or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States.

These materials must not be released or otherwise forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into the United States or any jurisdiction where the distribution of these materials would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction. Failure to comply with the foregoing limitation may result in a violation of the Securities Act or other applicable securities laws.

Basis of access

Access to electronic versions of these materials is being made available on this webpage by WithSecure Corporation (“WithSecure”) in good faith and for information purposes only and is being provided without warranty of any kind. Any person seeking access to this webpage represents and warrants to WithSecure that they are doing so for information purposes only. Making releases and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities in WithSecure. Further, it does not constitute a recommendation by WithSecure or any other party to sell or buy securities in WithSecure.

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BY CLICKING THE BUTTON BELOW LABELLED “I AGREE”, I AM CERTIFYING THAT I AM NOT IN THE UNITED STATES.

By clicking on the “I Agree” button, I warrant that I understand that no offering is being made in the United States or any other jurisdiction where it would be unlawful, I agree that I will not transmit or otherwise send any materials contained in this website to any person in the United States or any other territory where to do so would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction and I acknowledge that I have read the foregoing terms and conditions and accept and agree to be bound by them.

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IF YOU CANNOT SO CERTIFY, YOU MUST CLICK THE BUTTON LABELLED “I DO NOT AGREE” OR OTHERWISE EXIT THIS WEBSITE.

 

 

Disclaimer - Not applicable

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY WITHSECURE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.

THESE MATERIALS ARE NOT DIRECTED AT PERSONS LOCATED IN THE UNITED STATES AND IN ANY JURISDICTION WHERE THE DISTRIBUTION OF THESE MATERIALS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION.

 

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Annual General Meeting 2022

Annual General Meeting of F‑Secure Corporation was held on 16 March 2022, starting at 2:00 p.m. at the Company head­quarters at the address Tamma­saaren­katu 7, Helsinki, Finland. The meeting was held based on the so-called temporary act so that share­holders participated in the meeting and exercised their share­holder rights only by voting in advance and by submitting counter­proposals and asking questions in advance.

Materials

Notice to the AGM

Proposed Board Members

Remuneration Report

Annual Report 2021

Privacy Statement

Answers to advance questions of the shareholders

Resolutions of the AGM

Minutes of the meeting (in Finnish)

 

Video recordings

Shareholders are requested to observe that the video recordings are not a part of the General Meeting or the official General Meeting material.

Information session
2021

Annual General Meeting 2021

Annual General Meeting of F‑Secure Corporation was held on 24 March 2021, starting at 2:00 p.m. at the Company head­quarters at the address Tamma­saaren­katu 7, Helsinki, Finland. The meeting was held based on the so-called temporary act so that share­holders participated in the meeting and exercised their share­holder rights only by voting in advance and by submitting counter­proposals and asking questions in advance.

Materials

Video recordings

Shareholders are requested to observe that the video recordings are not part of the Annual General Meeting or the official Annual General Meeting material.

CEO Review

Chairman of the Board’s address

Introduction of Åsa Riisberg

2020

Annual general meeting of shareholders 2020

Annual general meeting of F‑Secure Corporation was held on Tuesday, 12 May 2020, starting at 2:00 p.m. at the Company headquarters at the address Tammasaarenkatu 7, Helsinki, Finland.

Materials

2019

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

2018

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

2017

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.

Materials

2016

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

2015

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

2014

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.

Materials

2013

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.

Materials

2012

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.

Materials

2011

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.

Materials

2010

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.

Materials

2009

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.

Materials

2008

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.

Materials

Extraordinary 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.

Materials

Group management

Group management

WithSecure’s highest decision-making body is the General Meeting of Shareholders which elects the members of the Board of Directors. The Board of Directors is responsible for the administration of WithSecure Corporation and appropriate organization of its operations. The Board of Directors appoints the CEO. The CEO, assisted by the Leadership Team, is responsible for managing the company’s business and implementing its strategic and operational targets.

Board of Directors

Duties of the board of directors

The Board of Directors is responsible for the administration of WithSecure Corporation and appropriate organization of its operations. The Board’s operations, responsibilities and duties are based on the Finnish Companies Act and other applicable legislation and are supplemented by the Board Charter. These cover the following main areas:

  • approving the strategy of WithSecure, overseeing its operations and annual budgets
  • appointing and dismissing the CEO
  • approving any major investments, acquisitions, changes in corporate structure or other matters that are significant or far-reaching
  • 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 at the General Meeting

The Board of Directors meets as frequently as necessary and according to the Board Charter 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. The Board of Directors primarily strives at unanimous decisions. If a decision cannot be made unanimously, the decision will be made by voting and with single majority. If the votes are even, the Chairman’s vote is decisive.

In accordance with WithSecure’s Articles of Association, the Board of Directors comprises three to seven members, who are elected at the Annual General Meeting for a period of office that extends to the subsequent AGM. The Board of Directors represents all shareholders.

Diversity is an essential part of WithSecure’s success. According to Diversity Principles established by the Board of Directors, an optimal mix of diverse backgrounds, expertise and experience strengthens the Board’s performance and promotes creation of long-term shareholder value. The Diversity Principles of the Board of Directors aim to strive towards appropriately balanced gender distribution. Both genders are represented in the Board of Directors.

To create openness, one member of the Board of Directors is elected from among WithSecure’s personnel. An election is arranged annually for WithSecure personnel and each permanent WithSecure employee is eligible to stand as a candidate. The Personnel 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 member of the Board by the Annual General Meeting. Robin Wikström was appointed to the Board of Directors through this process in 2021.

The majority of Board members are independent from the company and from its major shareholders.

Board committees

In 2019, the Board established two committees: Audit Committee and Personnel Committee (nomination and remuneration matters). The Board of Directors appoints from among itself the members and the Chairman of the committee. Each committee must have at least three members. The Board of Directors confirms the main duties and operating principles of each committee. The duties of each Committee are defined in the committee charter.

Audit committee

The Audit Committee monitors and evaluates risk management, internal controls, IT strategy and practices, financial reporting as well as auditing of the accounts. The Audit Committee also prepares a proposal for the election of auditor to the Board of Directors and 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 expertise and experience with respect to the committee’s area of responsibility and the mandatory tasks relating to auditing. The majority of members of the Audit Committee shall be independent from WithSecure Corporation and at least one member shall be independent of the company’s significant shareholders. The Audit Committee calls in experts to its meetings when necessary for the issues to be discussed. Materials of the Audit Committee meetings are made available for all members of the Board of Directors. The Audit Committee convenes at least four (4) times a year as notified by the Chairman of the Committee.

Personnel Committee

The Personnel Committee prepares material and instructs with issues related to the composition of the Board of Directors and compensation of the company’s management as well as remuneration and incentives of key personnel. The Committee also prepares the proposals for the Board composition and remuneration for the Annual General Meeting of Shareholders. The Personnel Committee calls in experts to its meetings when necessary for the issues to be discussed. Materials of Personnel Committee meetings are made available for all members of the Board of Directors. The Personnel Committee convenes at least two (2) times a year as notified by the Chairman of the Committee.

CEO and Leadership Team

Duties of the CEO

The CEO is responsible for the day-to-day management of the company. The CEO’s main 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 Limited Liability Companies Act

The remuneration of the CEO is specified in the WithSecure Remuneration Policy.

Duties of the leadership team

The Leadership Team supports the CEO in the daily operative management of the company.

Remuneration

Remuneration

Remuneration Policy and guiding principles

WithSecure’s Remuneration Policy describes the remuneration for the Board of Directors and the President and CEO as well as the principles of determining and applying the policy. The Remuneration Policy complies with the recommendations of the Finnish Corporate Governance Code for listed companies, Shareholders’ Rights Directive legislation and any other regulations and guidelines concerning remuneration in Finnish listed companies.

WithSecure’s executive remuneration is designed to advance the business objectives and long-term profitability of the company. In general, WithSecure’s remuneration is based on rewarding for performance and competencies. Remuneration is designed to be competitive compared to relevant reference markets, increase commitment and work engagement, and to be consistent across the organization. WithSecure aims to pay at least market-level base salaries on average to attract and retain talent. Incentive schemes are developed to support the company’s strategy by aligning the interests of the shareholders and the key employees to ensure strong performance and long-term value creation of the company.

The remuneration of employees across the company is reviewed regularly with the intention that all employees are paid appropriately in the context of the market and considering their individual competencies and performance. The remuneration of the President and CEO follows the same main principles as the remuneration of other employees.

Remuneration of the Board of Directors

WithSecure’s General Meeting of Shareholders decides on the remuneration of the Board of Directors and the members of the Board Committees based on the proposal prepared by the Personnel Committee of the Board of Directors.

The proposal for the remuneration of the Board of Directors is based on, among other things, benchmarking data on board remuneration. When reviewing benchmarking data and other market trends, the Personnel Committee considers the company’s ability to attract and retain highly skilled members to the Board of Directors.

The Board of Directors’ compensation primarily consists of an annual fee that can be paid out in shares or cash or as a combination of those. The amount of the annual fee varies based on the person’s position in the Board and its Committees. The Board member belonging to the personnel of the company receives an annual fee for their work within the Board of Directors.

The current annual fees for the Board members are (as decided by the Annual General Meeting of Shareholders on March 16, 2022):

  •   EUR 80,000 for the Chairman of the Board of Directors
  •   EUR 48,000 for the Committee Chairmen
  •   EUR 38,000 for the members of the Board of Directors
  •   EUR 12,667 for the member of the Board of Directors employed by the company

Approximately 40% of the annual fee is paid in shares. The company pays any transfer tax levied on the shares. There are no restrictions on the selling of the shares given to the Directors as remuneration, nor any other principles applied to the ownership of those shares. The company will repurchase the shares or transfer the shares held by the company as treasury shares in the name of the members of the Board of Directors.

A separate meeting fee of EUR 1,000 is paid to the Board members travelling from another country to an on-site meeting within the European continent. If inter-continental travel is required, the fee is EUR 2,000. The travel expenses and other costs directly related to the Board work of the members of the Board of Directors are paid in accordance with the company’s compensation policy in force at any given time. In addition, the Chairman of the Board of Directors is offered assistant and administrative services.

For more information, see the latest Remuneration Report below.

Remuneration of the President and CEO

The remuneration of the President and CEO is decided by the Board of Directors. The Personnel Committee actively monitors remuneration levels at peer companies and prepares the remuneration matters concerning the company’s President and CEO to the Board of Directors for decision-making. The Personnel Committee may use external advisors in preparing the proposals if needed.

The main components of the remuneration of the President and CEO are a base salary and short- and long-term incentives. The President and CEO is typically offered, but not limited to, the same taxable and non-taxable benefits that are available to employees in their home country.

Base salary

Fixed remuneration is set to a competitive level to retain and attract talent, and it consists of a base salary and possible fringe benefits. Currently, the annual fixed remuneration for the President and CEO is set to EUR 350,000.

Short-term incentive

The short-term incentive for 2022 is based on WithSecure Corporation’s revenue with a 60% weighting and on WithSecure Corporation’s adjusted EBITDA with a 40% weighting. The target level reward corresponds to 50% and the maximum reward to 100% of the annual base salary. The possible reward for the financial year 2022 will be paid in Q1 2023 after the full year results of 2022 are available.

Long-term incentive

The President and CEO is eligible to participate in the company’s long-term incentive plans, and the main instruments are the Performance Share Plan and the Performance Matching Share Plan. For the President and CEO, the target level allocations in the Performance Share Plan correspond to 85% of the annual base salary and the maximum achievements are two times the target level reward, i.e., 170% of the annual base salary.

The President and CEO currently participates in three long-term incentive plans, the Performance Share Plan 2021−2023, the Restricted Share Plan 2021−2023 and the Performance Matching Share Plan 2022–2026. Details of these plans are described in the table below. The intention of the company is that the Performance Matching Share Plan 2022–2026 will replace two typical annual performance share plan allocations for the President and CEO during the years 2022 and 2023.

Share Plan

Performance Criteria

Target reward (*)

Maximum reward (*)

Reward payment

Performance Share Plan 2021–2023

  •  Relative TSR compared to HACK index (50%)
  •  Relative TSR compared to Helsinki TECH index (50%)

202,983 shares

405,965 shares

Q1 / 2023

Restricted Share Plan 2021–2023

Continuous employment

 170,933 shares

341,865 shares

Q1 / 2024

Performance Matching Share Plan 2022–2026

WithSecure market capitalization

3 x matching of initial investment of 612,670 shares

5.5 x matching of initial investment of 612,670 shares

Q4 / 2026

 

(*) Number of shares converted into WithSecure shares after the demerger in July 2022.

The currently active long-term incentive plans are described in more detail in the section “Long-term Incentive Plans”.

The President and CEO is recommended to hold at least 50% of the shares received as rewards from the long-term incentive programs and to accumulate the shares from the incentive programs until the value of the shares received from the share programs equals the annual gross base salary of the President and CEO. There are no other principles or restrictions associated with the shares received by the President and CEO based on the long-term incentive programs.

Other terms

The terms of the President and CEO's service are specified in writing in the service contract, which is approved by the Board of Directors.

The period of termination notice for the President and CEO is six (6) months on the President and CEO’s and on the Company’s side. The President and CEO’s severance pay (if the company terminates the agreement) equals to six months’ notice period plus severance pay corresponding to six months’ base salary.

The company does not offer any supplementary pension to the President and CEO, and the pension contributions are based on the pension legislation (TyEL) in Finland. The retirement age is based on the legislation in Finland and is set at 65 years.

For more information, see the latest Remuneration Report below.

Remuneration of the Leadership Team

The remuneration of the company’s Leadership Team members (other than the President and CEO) is decided by the Board of Directors, based on the proposals by the President and CEO and the Personnel Committee.

The main components of the total remuneration of the Leadership Team are a base salary and short- and long-term incentives. The members of the Leadership Team are typically offered, but not limited to, the same taxable and non-taxable benefits that are available to employees in their home country.

Base salary

Fixed remuneration is set to a competitive level to retain and attract talent, and it consists of a base salary and possible fringe benefits.

Short-term incentive

The short-term incentive for 2022 is based on WithSecure Corporation’s revenue and Adjusted EBITDA. Additionally, the performance criteria for the Business Unit leaders also include the Business Unit-specific revenue.

The target level rewards of the Leadership Team members correspond to 30% and the maximum rewards to 60% of the annual base salary. The possible reward for the financial year 2022 will be paid in Q1 2023 after the full year results of 2022 are available.

Long-term incentive

The Leadership Team members are eligible to participate in the long-term incentive plans, and the main instruments are the Performance Share Plan and the Performance Matching Share Plan. For the Leadership Team members, the target level allocations in the Performance Share Plan correspond to 65% of the annual base salary. The maximum achievements are two times the target reward, i.e., 130% of the annual base salary. The intention of the company is that the Performance Matching Share Plan 2022–2026 will replace two typical annual performance share plan allocations during the years 2022 and 2023.

The currently active long-term incentive plans are described in more detail in the section “Long-term Incentive Plans”.

Other terms

The period of termination notice for the Leadership Team members (other than the President and CEO) is six (6) months on their and on the Company’s side. The severance pay (if the company terminates the agreement) equals to six months’ notice period.

For the Leadership Team members located in the United Kingdom, the company has arranged a supplementary pension that follows the typical local market practice and that is offered to all employees in the UK.

For the Leadership Team members located in Finland, the company offers no supplementary pension, and the pension contributions are based on the Finnish pension legislation (TyEL).

Paid remuneration in 2021

Member

Base salary, including fringe benefits, EUR

Short-term incentive (STI), EUR

Long-term incentive (LTI),

EUR

Long-term incentive (LTI),

no. of Shares

Other payments

Total, EUR

The President and CEO

350,244

25,083

-

-

-

375,327

Leadership Team (excluding the President and CEO)

1,953,734

330,249

303,823

 

-

2,587,806

Total

2,303,978

355,333

303,823

 

 

2,963,134

Long-term Incentive Plans

WithSecure’s current long-term incentive plans consist of Performance Share Plans, Restricted Share Plans, a Performance Matching Share Plan and an Employee Share Savings Plan.

Performance Share Plans

Performance Share Plans consist of 3-year performance periods that the Board of Directors can decide on annually. WithSecure currently has three active Performance Share Plans that are presented in the table below.

In the PSPs, participants are given an opportunity to earn WithSecure shares. The rewards are based on the company’s performance against the criteria set by the Board of Directors and will be paid to the participants after the performance period, given that the participants’ employment continues without termination at the time of payment.

Performance Period

2020−2022

2021−2023

2022−2024

Performance Criteria

  •  Relative TSR compared to HACK index (50%)
  •  Relative TSR compared to Helsinki TECH index (50%)
  •  Absolute TSR (100%)

 

  •  Absolute TSR (100%)

 

Reward payment

To be paid partly in shares and partly in cash in Q1 2023.

To be paid partly in shares and partly in cash in Q1 2024.

To be paid partly in shares and partly in cash in Q1 2025.

Maximum payment in shares (*)

9,100,000

6,900,000

5,900,000

(*) Number of shares converted into WithSecure shares after the demerger in July 2022.

Restricted Share Plans

Restricted Share Plans consist of 3-year restriction periods that the Board of Directors can decide on annually. WithSecure currently has three active Restricted Share Plans that are presented in the table below. There are no financial or other performance criteria in the Restricted Share Plans, only the employment pre-condition. The rewards will be paid to the participants, given that the employment continues without termination at the time of payment.

Restriction Period

2020−2022

2021−2023

2022−2024

Reward payment

To be paid partly in shares and partly in cash in Q1 2023.

To be paid partly in shares and partly in cash in Q1 2024.

To be paid partly in shares and partly in cash in Q1 2025.

Maximum payment in shares (*)

1,400,000

1,400,000

1,400,000

(*) Number of shares converted into WithSecure shares after the demerger in July 2022.

Performance Matching Share Plan

Performance Matching Share Plan for President and CEO, leadership team members and other key leaders of WithSecure consists of one 4-year performance period, which started on 1 September 2022 and ends on 30 November 2026. In the plan, the participants are given an opportunity to invest in WithSecure and earn WithSecure shares through a matching reward. The prerequisite for participation in the plan is a personal investment in WithSecure within the guidelines approved by the Board of Directors.

The company will match the participants’ own investment based on WithSecure’s market capitalization value. The performance-based matching is defined as 2.5 times the number of invested shares at target level and 5 times at the maximum level. The performance criterion used in the PMSP is the company’s market value in absolute value. In addition, the participants will receive a guaranteed matching of 0.5 times the initial investment, given that their employment continues without termination at the time of payment.

Employee Share Savings Plan

Employee Share Savings Plan consists of a 12-month savings period that is followed by a 2-year restriction period. The Board of Directors can decide on a new plan annually. In the plan, the participants are given an opportunity to invest in WithSecure through monthly savings and earn WithSecure shares through a matching reward. The participants have an opportunity to save 2–5% of their gross base salary. The savings will be used to purchase WithSecure shares from the market on a quarterly basis.

After the restriction period, the participants will receive one guaranteed matching share for every two shares saved within the Plan, given that their employment continues without termination at the time of the reward payment. There are no other restrictions regarding the shares after the matching rewards have been paid to the participants.

Audit

Audit

The auditor is elected by the Annual General Meeting for a term of service ending at the close of the next Annual General Meeting. The auditor is responsible for auditing the consolidated and parent company's financial statements and accounting. The auditor reports to the Board of Directors or the Audit Committee at least once a year.

The Annual General Meeting, held on March 16, 2022, re-elected audit firm PricewaterhouseCoopers Oy as Auditor of the company. Mr. Janne Rajalahti, APA, acts as the Responsible Auditor.

Internal control and risk management

Internal control and risk management

Risk management and internal control processes at WithSecure seek to ensure that risks related to the business operations of the company are properly identified, evaluated, monitored and reported in compliance with the applicable regulations.

Internal control

The purpose of Internal Control is to ensure that operations are effective and aligned with the strategy, and that financial reporting and management information is reliable and in compliance with applicable regulations and operating principles.

Internal control consists of all the guidelines, policies, processes, practices and relevant information about organizational structure that help ensure that the business conduct is in compliance with all applicable regulations. The purpose of internal control is also to ensure that accounting and financial information provides a true and accurate reflection of the activities and financial situation of the company. Actual performance is monitored against sales and cost targets by operative reporting systems on a daily, weekly, or monthly basis.

The company constantly monitors its key financial processes linked to sales, revenue, costs and profitability as well as incoming and outgoing payment transactions. If any inconsistencies appear, the issues are handled without delay. The Company’s finance department is responsible for the consistency and reliability of internal control methods. The finance team works in close cooperation with the CFO and businesses, providing relevant data for business planning purposes and sales estimates. The team also regularly assesses and monitors the reliability of estimates and revenue recognition.

Internal audit

Audit Committee considers the need for and appropriateness of a separate Internal Audit function on a regular basis. To date, the Audit Committee has concluded that, due to the size, organizational structure and largely centrally controlled financial management of the company, a separate Internal Audit function is not necessary.

In the absence of an Internal Audit function, attention is paid to periodical review of the written guidelines and policies concerning accounting, reporting, documentation, authorization, risk management, internal control and other relevant matters in all departments. Related controls are also tested from time to time. The guidelines and policies are coordinated by the company’s finance department with active involvement by the legal department.

The absence of a separate Internal Audit function is considered when defining the scope of the company’s external audit. Where necessary, the Internal Audit services will be purchased from an external service provider.

To facilitate transparency and exchange of information on Internal Audit related matters, the financial management team has frequent meetings with the auditors. The Audit Committee also meets regularly with the auditors.

The company has taken into use a whistleblowing line for any employees to notify the Board and Leadership Team of any compliance concerns.

Risk management

Risk management and internal control processes at WIthSecure seek to ensure that risks related to the business operations of the company are properly identified, evaluated, monitored and reported in compliance with the applicable regulations.

WithSecure’s Board of Directors defines the principles of risk management and internal controls which are followed within the company. The Audit Committee assists the Board in the supervision of WithSecure’s risk management function. The CEO is accountable for ensuring that the risk management principles are implemented and applied constantly and consistently across the organization.

The primary goal of WithSecure’s risk management principles is to empower the organization to identify and manage risks more effectively. The potential negative impact and probability of different situations arising from our business operations on the company, its customers, or its partners are monitored as part of the risk management process.

WithSecure promotes continuous risk evaluation by the company’s personnel. The relevant operational risks identified through the risk management process are regularly reviewed by the CEO and Leadership Team and the company’s statutory auditor. Risk Management is an integrated part of WithSecure’s governance and management and the risk management process is aligned with the ISO-31000 standard. The Audit Committee regularly evaluates the effectiveness of the risk management system.

Risks and uncertainties

The following risks and uncertainties can adversely impact F‑Secure’s sales, profitability, financial condition, market share, reputation, share price or the achievement of the company’s short- and long-term objectives. The matters described here should not be construed as exhaustive list. The most significant risks are:

COVID-19 pandemic

Cyber security consulting is negatively affected by the COVID-19 pandemic. Further slowdown in the new sales of software products and Managed Detection and Response (MDR) service may occur if the situation prolongs.

Goodwill is tested for impairment annually and whenever there is indication that it might be impaired. The impacts of the pandemic on cyber security consulting can be seen as such indication, and an impairment testing of consulting goodwill was carried out during second quarter based on updated long-term forecasts approved by the Board of Directors. Testing resulted in no need for impairment, although sensitivity of the testing has decreased. Management continues to assess the need for updated testing regularly.

Under pandemic an increase in credit losses and delayed customer payments may occur. Until the end of first half no significant risks have realized, but as the impacts of the pandemic on customers may arise in longer term, management has reassessed the provision for expected credit losses under IFRS 9 and a slight increase has been booked during the first half to address increased risk.

Endpoint protection market disruption

Endpoint security market is highly competitive. Operating system manufacturers have increased their focus to built-in security features and at the same time new vendors and technologies have emerged. WithSecure has to succeed in maintaining in-depth understanding of cyber security threat landscape, hacker techniques and technologies used as well as continue to innovate in defense technologies.

Market consolidation

The cyber security market is consolidating due to economies of scale. WithSecure has to succeed in finding the right acquisition targets, as well as successfully integrating the target companies.

Risks relating to launch of new technologies

In a rapidly evolving industry it is vital to keep the products and services relevant to the customers while introducing new technologies to the market on-time. WithSecure is driving technology simplification and R&D effectivization initiatives as well as investments to artificial intelligence to ensure a competitive product portfolio.

Attracting and retaining talent

Competition for capable personnel is increasing and there is structural undersupply of talent in the cyber security industry. WithSecure is continuously developing and adopting new ways of recruitment, building its own talent and knowledge pools and investing to training and development of personnel.

Geopolitical risks

WithSecure operates globally in different countries, and local regulation is exposing the company to geopolitical risks, including, for instance, unfavorable tax matters or export controls, BREXIT being one example of these risks. Changes in regulations or their application, applicable to current or new technologies or services, may adversely affect WithSecure’s business operations.

Currency fluctuations

Increased amount of operations and sites outside the Eurozone in different currencies exposes WithSecure to an increased risk related to currency fluctuations.

Insiders

Insiders

Insider management

WithSecure complies with the applicable legislation, including EU Market Abuse Regulation “MAR”, the regulations of the Finnish Financial Supervisory Authority as well as Nasdaq Helsinki’s Guidelines for Insiders. WithSecure has established its own insider policy to complement the regulation and guidelines above.

WithSecure maintains a list of all persons who have regular access to company’s financial data. Due to the sensitive nature of financial information, persons having access to financial information before publication of an interim financial report or a year-end report shall be subject to a thirty (30) day trading restriction prior to publication of such report (“Closed Period”).

In addition, WithSecure maintains a project-specific insider list of any projects and events which, if realized, would be likely to have a significant effect on the value of WithSecure’s shares or other financial instruments, and which have been subject to delaying of disclosure in accordance with MAR.

WithSecure has decided not to include any persons as permanent insiders. All persons with inside information regarding a project will be included in the project specific insider list.

Persons discharging managerial responsibilities (“Managers”) comprise the Board of Directors, the CEO and other members of the Leadership Team. These persons have a duty to notify WithSecure and the Finnish Financial Supervisory Authority of every transaction in their own account relating to Financial Instruments of WithSecure within three business days. The company publishes these notifications as a stock exchange release, as specified by MAR. All releases published on managers’ transactions are available on the company’s website.

Closed window

All insiders or their interest parties are not entitled to trade shares, options, or other securities 30 days prior to the publication of financial reports. Additionally, project-based insiders are never entitled to trade shares, options, or other securities during the duration of an insider project, including the day the insider information is made public.

Silent period

WithSecure observes a silent period of 21 days before each quarterly report announcement. During the silent period, the Company will arrange neither meetings nor conference calls with the investor community.

Disclosure policy

WithSecure's Disclosure Policy describes the key principles and practices that the company applies in its investor relations and financial reporting.

Corporate governance

Corporate governance

WithSecure’s corporate governance practices are based on applicable Finnish laws, the rules of Helsinki Stock Exchange (NASDAQ Helsinki Oy) and the regulations and guidelines of Finnish Financial Supervisory Authority as well as with the company’s Articles of Association. This statement has been prepared in accordance with the Finnish Corporate Governance Code 2020 (publicly available at cgifinland.fi/en) issued by the Securities Market Association of Finland.

Corporate governance statement archive Articles of association
  1. Business name and domicile 
    The Finnish name of the Company is WithSecure Oyj and the English name is WithSecure Corporation, and the Company's domicile is the City of Helsinki.
  2. Line of activity
    The Company's line of activity shall be the production of software, the import, export and sale of computers, electric devices, software, and the supply of services related to information technology, as well as consultation, training and publication activities related to information technology. The Company may also be engaged in securities trading.
  3. Book-entry securities system
    After a registration date specified by the Board of Directors, the shares of the Company will be incorporated in the book-entry securities system. After the registration date the right to receive funds distributed by the Company and to subscribe for shares when increasing the share capital shall be restricted to persons
    • Who have been registered as shareholders in the Shareholders' Register on the matching day
    • Whose right to payment has been registered on the matching day on the book-entry account of a registered shareholder and entered in the Shareholders' Register or
    • In case a share is nominee registered, on whose book-entry account the share has been registered on the record date and whose nominee has been registered in the Shareholders' Register of the Company on the record date as the nominee of the shares.
  4. Board of directors
    The Company shall have a Board of Directors, which shall include at minimum three and at maximum seven ordinary members. The term of office of a member of the Board of Directors shall expire at the end of the first Annual General Meeting of Shareholders following the election.
  5. Company president
    The Board of Directors of the Company shall appoint a President and determine his/her remuneration terms.
  6. Signing of the business name
    In addition to the members of the Board of Directors, who can sign the business name of the Company jointly, the name can also be signed by the person or persons whom the Board of Directors has authorized to sign the business name, by the President of the Company and the Chairman of the Board of Directors alone, and by two members of the Board of Directors jointly. The Board of Directors shall decide on authorizing persons to sign for the Company per procuram.
  7. Financial period
    The financial year of the Company is the calendar year.
  8. Auditors
    The Company shall have one Auditor, who shall be an auditing entity approved by the Finnish Central Chamber of Commerce. The term of office of the Auditor shall expire at the end of the first Annual General Meeting of Shareholders following the election.
  9. Call to a General Meeting and right to participate in and vote at the General Meeting
    The notice of a General Meeting of Shareholders shall be delivered to the shareholders within a period stipulated by the law by publishing the notice on the Company's website.

    To be entitled to participate in the General Meeting, a shareholder shall notify the Company about his/her intention to participate in the General Meeting no later than on the date indicated in the notice.

    At a General Meeting of Shareholders, each share has one (1) vote. The voting method shall be decided by the Chairman of the Meeting.

  10. Annual General Meeting of Shareholders
    The Annual General Meeting of Shareholders shall be held annually on the date designated by the Board of Directors within a period from the end of the financial year as defined by the law. In addition to the domicile of the Company, the General Meeting of Shareholders can be held in Espoo or Vantaa. At the Annual General Meeting there shall be presented:
    • The financial statements and the Annual Report
    • The Auditors' Report (decisions made regarding)
    • The approval of the financial statement
    • The measures to which the profit or loss of the adopted balance sheet and/or consolidated balance sheet may give cause
    • The granting of release from liability to the Members of the Board of Directors and to the President
    • The remunerations of the Members of the Board of Directors and Auditors
    • The number of the Members of the Board of Directors (elected)
    • The members of the Board of Directors
    • One auditor and a reserve auditor, if necessary
Corporate responsibility

Corporate responsibility

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, WithSecure 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.

WithSecure 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.

Corporate Responsibility Statement archive Code of Conduct Whistleblowing Channel

On this WithSecure’s Whistleblowing page you can submit a Whistleblowing report if you have any knowledge or suspicion of misconduct or an attempt to conceal such misconduct related to WithSecure. Please kindly review WithSecure’s Whistleblowing Policy prior to filing your report.

The WithSecure’s Whistleblowing Channel is available in three languages, English, Finnish and Swedish. The Whistleblowing Channel directs you to provide all the information necessary for reporting and processing the report. Please kindly answer the questions as accurately as possible. Your assistance is highly appreciated.

You can submit your whistleblowing report via this link https://lantero.report/new/hhpartners.

The WithSecure’s Whistleblowing Channel is maintained by external service providers, HH Partners Attorneys-at-law and Lantero AB. As the Whistleblowing Channel is maintained by an external service provider, your report will always be reviewed by a person who is an impartial, independent and professional expert.

The information you report through the Whistleblowing Channel will be reviewed and reported to WithSecure by an independent expert from HH Partners. After submitting your report, the Whistleblowing Channel will provide you with a unique report-specific link where you will be informed of:

a)       the receipt of you report;

b)      any follow-up action taken based on your report; and

c)       any follow-up questions the expert may request from you based on your report, which you are able to answer through the link.

If you provide your email with your report, you will receive a reminder whenever there are questions or updated information behind the link. Otherwise, it is your responsibility to check from time to time if the information behind the link is updated.

Please note that if you express your suspicion and participate in the investigation of misconducts in good faith you will not be subject to negative sanctions and you will be protected by WithSecure. Misuse of the Whistleblowing Channel, i.e., filing deliberately false disclosure is considered a breach that can lead to further action against you.

Modern Slavery Statement

By publishing a statement based on the UK Modern Slavery Act WithSecure sets a clear signal against slavery and servitude, forced or compulsory labor and human trafficking in its value chain.

At WithSecure, we constantly strive to create the best environment for employees to perform, innovate and develop. Treating every employee fairly and with respect is a fundamental part of the company culture. This is fully in line with our policy on human rights and our Code of Conduct.

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