Corporate Governance

Board of Directors

According to F-Secure’s Articles of Association, F-Secure’s Board of Directors will consist of a minimum of three (3) and a maximum of seven (7) members. The Board of Directors is responsible for F-Secure’s strategy and overseeing and monitoring F-Secure’s business. The CEO, assisted by the Leadership Team of F-Secure, are responsible for managing F-Secure’s business and implementing its strategic and operational targets. The term of office of the members of the Board of Directors expires at the end of the first Annual General Meeting following their election.

To create openness, one member of the Board of Directors is proposed to be elected from among F-Secure personnel. An election is arranged annually for F-Secure personnel and each permanent F-Secure employee is eligible to stand as a candidate. The representatives of the Board of Directors interview three persons who have obtained the highest number of votes in the elections and choose a candidate from amongst them to be proposed for election as a member of the Board by the Annual General Meeting. As an employee of the company, the Board member elected from among F-Secure personnel does not participate in any matters that relate to, for example, leadership appointment (or dismissal), remuneration or other terms of employment or service, or industrial action, as the Board may handle from time to time.

Independence of the Board

The Board of Directors has evaluated the independence of its members of the company and of significant shareholders. All members are independent of the Company’s major shareholders with the exception of Risto Siilasmaa, who is himself a significant shareholder of the Company. All members are independent of the Company with the exception of Katja Kuusikumpu, who is an employee of the Company.

Committees of the Board of Directors

The Board of Directors may establish permanent committees to assist the Board of Directors in the preparation and performance of the Board of Directors’ duties and responsibilities and determine their sizes, compositions and tasks. In addition to permanent committees, the Board of Directors may in individual cases appoint ad hoc committees for the preparation of specific matters.

Audit Committee

The Audit Committee monitors and evaluates risk management, internal controls, IT strategy and practices, financial reporting as well as auditing. The Audit Committee also prepares a proposal for the election of an 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 sufficient expertise and experience with respect to the committee’s area of responsibility and the mandatory tasks relating to auditing. The following members of the Board of Directors of F-Secure form the Audit Committee: Petra Teräsaho as the Chairman and Pertti Ervi and Risto Siilasmaa as members.

Personnel and Nomination Committee

The Personnel and Nomination Committee prepares material and instructs with issues related to the composition and compensation of the Board of Directors and remuneration of the other members of the top management of the company. The Committee assists in the preparation of Board proposals to the shareholders related to these matters, as governed by the Finnish Limited Liability Companies Act. The Personnel and Nomination Committee is neither a decision-making nor an executive body. Personnel and Nomination Committee calls in experts to its meetings when necessary for the issues to be discussed. Materials of Committee meetings are made available for all members of the Board of Directors. The Personnel and Nomination Committee convenes at least two times a year as notified by the Chair of the Committee. The following members of the Board of Directors of F-Secure form the Personnel and Nomination Committee: Pertti Ervi as the Chair, Risto Siilasmaa and Thomas Jul as members.

Board members

Pertti Ervi, born 1957

Chair of the Board since 2022
Chair of the Personnel and Nomination Committee since 2024
Member of the Audit Committee since 2022
Finnish citizen
Main occupation: Independent management consultant and a professional board member

Background add

Key positions of trust

-Efecte Corporation, Chair of the Board of Directors of 2011 (a member of the Board of Directors since 2008)

QPR Software Corporation, Chair of the Board of Directors since 2021
Pointsharp Holding AB, member of the Board of Directors since 2021
WithSecure, member of the Board of Directors between 2003 and 2023, Chair of the Board (2004–2006) and Chair of the Audit Committee (2008–2022)1
Mintly Oy, founding member and Chair of the Board of Directors between 2017 and 2022
Teleste Corporation, member of the Board of Directors between 2009 and 2020 (Chair: 2017–2020)
Comptel Corporation, Chair of the Board of Directors between 2011 and 2017
Stonesoft Corporation, Chair of the Board of Directors between 2004 and 2007

Primary working experience

Computer 2000 AG, Co-CEO and member of the Executive Board between 1995 and 2000
Computer 2000 Finland Corporation, Co-Founder and Managing Director of between 1983 and 1995

Education

Mr. Ervi holds a Bachelor of Science degree in electronics and several management studies

Thomas Jul, born 1967

Board member since 2022
Member of the Personnel and Nomination Committee since 2024
Danish citizen

Background add

Primary working experience

MATTA Holding, Co-founder and CEO between 2019 and 2021
Nets Group, CEO and Country Director in Denmark between 2017 and 2019
Ericsson, President and CEO of PT Ericsson Indonesia between 2014 and 2017, as the Head of the Customer Unit in Central Europe between 2012 and 2014 and as the President of Ericsson Austria GmbH between 2012 and 2013
Nokia Siemens Networks, Head of West Europe between 2011 and 2012, CEO of the Danish Branch between 2007 and 2010 and Head of Nordics between 2006 and 2009
Deutsche Telekom, Head of the Global Customer Business Team between 2009 and 2011
Nokia, various position including Country Manager, General Manager and Business
Development Director between 1998 and 2007
Systematic Software Engineering, various positions between 1993 and 1998

Education

Mr. Jul holds a Master of Science degree in Software Engineering

Petra Teräsaho, born 1966

Board member since 2022
Chair of the Board’s Audit Committee since 2022
Finnish citizen
Main occupation: Board professional

Background add

Key positions of trust

Paulig Group, member of the Board of Directors since 2020, and Chair of Audit Committee

Key working experience

Valmet Automotive, CFO between 2023 and 2024
Enfo Group, CFO between May and November 2022
Stora Enso, Senior Vice President, Group Controller between 2016 and April 2022
Outotec Group, Vice President Group Controller between 2014 and 2015
Nokia Corporation, Head of Finance in Global Marketing between 2012 and 2014, CFO of Nokia Mobile Phones operations in India between 2007 and 2012.
Nokia Networks, Head of Business Planning of Mobile Applications unit between 2000 and 2001, Head of Value-Based Marketing between 1999 and 2001
Nokia Group Accounting, Financial Analyst between 1993 and 1996
United Paper Mills France SA, Paris France, Controller between 1991 and 1993

Education

Mrs. Teräsaho holds a Master of Science in Accounting and Finance

Risto Siilasmaa, born 1966

Board member since 2022
Member of the Personnel and Nomination Committee since 2024
Member of the Board’s Audit Committee since 2022
Finnish citizen

Background add

Key positions of trust

WithSecure (prior to demerger F-Secure), Chair of the Board of Directors since 2006
(member of the Board of Directors since 1988)
Quanscient Oy, member of the Board of Directors since 2022
CybExer Technologies, member of the Board of Directors since 2022
Upright Oy, Chair of the Board of Directors since 2022-
Pixieray Oy, member of the Board of Directors since 2021
Ministry of Finance’s Technology Advisory Board, chair since 2020
Global Advisory Board of Yonsei University School of Business, member since 2020
Komatsu International Advisory Board, member since 2020
International Advisory Board of IESE, member since 2019
Futurice Corporation, member of the Board of Directors since 2018
Global Tech Panel, an initiative of the EU High Representative for Foreign Affairs and
Security Policy, member since 2018
Federation of Finnish Technology Industries, Chair of the Board of Directors between 2016 and 2018, Vice-Chair of the Board of Directors between 2013 and 2015 (a member of the Board of Directors between 2007 and 2019)
Confederation of Finnish Industries EK, Vice Chair of the Board of Directors between 2017 and 2018 (a member of the Board of Directors between 2007 and 2010 and 2013 and 2016)
Nokia Corporation member of the Board of between 2008 and 2020 (Chair: 2012– 2020)

Key working experience

Nokia Corporation, interim CEO at between 2013 and 2014
F-Secure and WithSecure, Founder and CEO of WithSecure between 1988 and 2006

Education

Mr. Siilasmaa holds a Master of Science degree in engineering and is a Finnish citizen.

Katja Kuusikumpu, born 1977

Board member since 2024
Finnish citizen
Main occupation: F-Secure, Portfolio Governance & Operations

Background add

Primary working experience

F-Secure, Director R&D 2021– 2023
F-Secure, Principal Quality Engineer 2019–2021
Hansen Technologies, Manager, Cloud Development 2017–2019
VR Transpoint, Quality Manager 2014–2016
Qentinel, Business Area Manager/Senior Consultant 2008–2013

Education

Kuusikumpu holds a Master of Science degree in Computer Science and Engineering

Tommi Uitto, born 1969

Board member since 2024
Finnish citizen
Main occupation: Nokia, President, Mobile Networks

Background add

Key working experience

Senior Vice President, Global Product Sales, Mobile Networks, Nokia 2016–2018
Senior Vice President, Global Mobile Broadband Sales, Customer Operations, Nokia Networks, 2015–2016
Senior Vice President, West Europe, Customer
Operations, Nokia Networks, 2013–2015
Head of Radio Cluster, Mobile Broadband, Nokia Siemens Networks, 2012–2013
Head of Global LTE Radio Access Business Line and Quality, Mobile Broadband, Nokia Siemens Networks, 2011–2012
Head of Product Management, Network Systems, Nokia Siemens Networks, 2010
Head of Product Management, Radio Access, Nokia Siemens Networks, 2009
Head of WCDMA/HSPA and Radio Platforms Product Management, Nokia Siemens Networks, 2008
Head of WCDMA/HSPA Product Line Management, Nokia Siemens Networks, 2007
General Manager, Radio Controller Product Management, Nokia Networks, 2005–2007
Director, Sales & Marketing (Lead Sales Director), France Telecom/Orange Nokia Networks, 2002–2005
Operations Director, Northeast Europe, Central & Eastern Europe and Middle East, Nokia Networks, 1999–2002
Manager, Product Business Management and Logistics, Cellular Transmission, Nokia Networks, 1996–1999
Director, Production and Development, Valmet Logging Americas Inc., 1994–1995

Education

Mr. Uitto holds a Master of Science in Industrial Management.