Governance
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.
Annual General Meeting 2024
The Annual General Meeting of WithSecure Corporation was held on 20 March 2024 starting at 3:00 p.m. EET. The meeting was held as a hybrid meeting so that shareholders were able to exercise their shareholder rights fully during the meeting either via remote connection or at the meeting venue at the company headquarters at the address Tammasaarenkatu 7, 00180 Helsinki, Finland. Shareholders were also able to exercise their voting rights by voting in advance.
Materials
Annual General Meeting 2023
Annual General Meeting of WithSecure Corporation was held on 21 March 2023 starting at 3:00 p.m. EET. The meeting was held as a hybrid meeting, so that shareholders were able to exercise their shareholder rights fully during the meeting either via remote connection or at the meeting venue at the address Töölönlahdenkatu 2, 00100 Helsinki, Finland (event venue Eliel, Sanomatalo). Shareholders were also able to exercise their voting rights by voting in advance.
Materials
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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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.
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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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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.
Auditor’s statement on demerger plan
Board of Director’s report on events after latest financial report impacting the company position
Proposed members of Board of Directors
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
Answers to advance questions of the shareholders
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
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
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
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
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.
Materials
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
- Invitation to the Annual General Meeting including the proposals
- Current Members of the Board of Directors
- Annual Report 2014
- Minutes of the meeting (in Finnish)
- Resolutions of the Annual General Meeting
- CEO's review
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
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
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
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
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
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
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
CEO and Global Leadership Team
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.
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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.
Board of Directors
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.
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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.
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.
Remuneration
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.
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 21 March 2023):
- 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 (in the section Remuneration reports).
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 2024 is based on WithSecure Corporation’s adjusted EBITDA with a 60% weighting and on WithSecure Corporation’s revenue 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 2024 will be paid in Q1 2025 after the full year results of 2024 are available. The STI reward for the President and CEO can be paid partly or fully to a pension fund. The Board of Directors decides annually on the contribution to the fund. As the contribution to the pension fund is not subject to social or other employer costs, the reward paid to the pension fund is multiplied by 1,1.
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 Performance Matching Share Plan 2022–2026 replaced 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 | Absolute TSR (100%) | 202,983 shares | 405,965 shares | Q1 / 2024 |
Restricted Share Plan 2021–2023 | Continuous employment | 106,833 shares | 106,833 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 (in the section Remuneration reports).
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 2024 is based on WithSecure Corporation’s revenue and Adjusted EBITDA. Additionally, the performance criteria for the Business Unit leaders also include the unit-specific financial criteria.
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 2024 will be paid in Q1 2025 after the full year results of 2024 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 Performance Matching Share Plan 2022–2026 replaced 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 2023
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 | 159,679 | - | - | - | 509,923 |
Leadership Team (excluding the President and CEO) | 1,726,997 | 353,758 | 436,878 | - | 272,048 | 2,789,681 |
Total | 2,077,241 | 513,437 | 436,878 | - | 272,048 | 3,299,604 |
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 | 2022−2024 | 2023–2025 | 2024–2026 |
Performance Criteria | Absolute TSR (100%)
| Absolute TSR (100%)
| Revenue growth (100%)
|
Reward payment | To be paid partly in shares and partly in cash in Q1 2025. | To be paid partly in shares and partly in cash in Q1 2026. | To be paid partly in shares and partly in cash in Q1 2027. |
Maximum payment in shares (*) | 1,746,782 | 3,845,000 | 6,600,000 |
(*) For PSP 2022–2024, the number of shares converted into WithSecure shares after the demerger in July 2022. Status of the plan on 7 March 2024.
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 | 2022−2024 | 2023–2025 | 2024–2026 |
Reward payment | To be paid partly in shares and partly in cash in Q1 2025. | To be paid partly in shares and partly in cash in Q1 2026. | To be paid partly in shares and partly in cash in Q1 2027. |
Maximum payment in shares (*) | 119,444 | 400,000 | – |
(*) For RSP 2022–2024, the number of shares converted into WithSecure shares after the demerger in July 2022. Status of the plan on 7 March 2024.
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.
Performance Period | 2022−2026 |
Performance Criteria | WithSecure market capitalization (100%) |
Reward payment | To be paid partly in shares and partly in cash in Q4 2026. |
Maximum payment in shares (*) | 6,908,370 |
(*) Status of the plan on 31 December 2023.
Employee Share Savings Plan
WithSecure currently has 2 ongoing Employee Share Savings Plans. Each 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.
Plan Period | 2022–2025 | 2024–2026 |
Reward payment | To be paid partly in shares and partly in cash in Q4 2025. | To be paid partly in shares and partly in cash in Q4 2026. |
Maximum payment in shares (*) | 266,313 (*) | 1,000,000 (**) |
(*) Status of the plan on 31 December 2023.
(**) Potential maximum reward from the plan period.
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 20 March 2024, re-elected audit firm PricewaterhouseCoopers Oy as the Auditor of the company. Mr. Jukka Karinen, APA, acts as the Responsible Auditor.
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, supported by Risk Management, is an important element of WithSecure’s management system. The Board of Directors is responsible for ensuring that the operating principles for internal control have been defined, and that the company monitors the functioning of internal control.
WithSecure has defined its objectives for internal control based on the globally applied principles. Internal control consists of e.g. policies, processes, procedures as well as control and monitoring activities. Internal Control is designed to provide reasonable assurance regarding the achievement of WithSecure’s objectives in following categories:
- Effectiveness, efficiency and transparency of operations on all levels in accordance with the WithSecure strategy;
- Reporting, including financial and non-financial, external and internal, to the Board, management, shareholders and stakeholders being complete, reliable, relevant and timely;
- Compliance with applicable laws, regulations and WithSecure policies and instructions.
WithSecure’s Internal Control Operating Principles define the roles, design and practices of internal control. The principles provide guidance on how internal control is implemented at different levels, systems and amongst employees and outsourced functions. Internal control over financial reporting consists of risk identification and assessment, processes and internal control points and internal control monitoring and reporting.
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 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. Another objective of the risk management is to constantly monitor and pro-actively control the impact and/or probability of situations derived from our business operations which may have a negative impact on WithSecure, its customers, or its partners. Proactive monitoring, risk simulation and stress testing also allows building strategic resilience in the company and its business operations. Risk management may also be utilized to identify opportunities for benefit.
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 Global 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 conducts a review of top operational risks and evaluates the effectiveness of the risk management system.
WithSecure operations are subject to risks and uncertainties that can impact the business performance, profitability, financial position, market share, reputation, share price or the achievement of its short-term and long-term objectives. These risks and uncertainties described here should not be considered as an exhaustive list.
The objective of WithSecure risk management is to identify various risks that could have an impact on the business, and to implement appropriate measures to mitigate the risks. In assessing the risks, WithSecure considers both the probability and the potential impact of each risk, as well as the resources required to manage and mitigate the risk. Ensuring business continuity in all situations is an essential part of the risk management. WithSecure risk management principles and process are described in the Corporate Governance Statement of 2023.
Risks related to cyber security market
Market consolidation
The cyber security market is scattered to many providers of software and services. The large market participants are investing heavily in the development of embedded security and winning market share. Market consolidation is considered a likely development. WithSecure must succeed in its chosen strategy as well as in finding the right acquisition targets, and in integrating the acquired companies into its operations. As one of the smaller players in the market, the company must always keep itself relevant to the customers, by ensuring both up to date technology and good quality, timely services.
Geopolitical risks
Geopolitical uncertainties, such as the war in Ukraine, have significantly increased the risk of unexpected disruptions of the world economy and security stability. Likelihood of acts of terror impacting societal infrastructures has increased with this development. Any such events could also impact WithSecure’s ability to run its business. The increasing activity of nation-state cyber criminals will continue to impose business interruptions also during 2024.
For corporate responsibility reasons, WithSecure is not conducting business with any Russian or Belarussian parties, even in cases where it would be permitted by the export control regulations.
WithSecure operates in different countries and is therefore exposed to country risks of each location. Changing circumstances and regulation in different operating countries is exposing WithSecure to risks, such as unfavorable tax treatment or export controls.
Environmental risks
As part of the sustainability materiality analysis, WithSecure has assessed the impact of the environmental risks, especially climate change, on its business. The company is a provider of software and services, and as such not significantly impacted by the environmental risks. Business continuity planning covers scenarios related to unavailability of resources due to natural disasters or other hazards.
Risks related to WithSecure operations and products
Attracting and retaining talent
Unavailability of skilled personnel may result in inability of providing high-quality products and services to customers. Competition for skilled 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 in training and development of personnel.
Partners
WithSecure’s cyber security products and services market model is very dependent on functioning partner channel and network. It is critical for WithSecure to ensure it has the right partners in the regions and that the partners receive the needed support and that WithSecure’s cyber security offering is made available accordingly to the local demand. Not being able to serve the needs of the partners needs could result to negative impact on WithSecure’s business performance.
Product risks
WithSecure operates in a highly competitive market. Cybercrime is growing fast and becoming more innovative and professional. Large vendors make significant investments in their development and marketing activities, while new vendors are emerging in the market, and the operating system manufacturers are increasing their focus on built-in security features. WithSecure must succeed in maintaining in-depth understanding of cyber security threat landscape, following the hacker techniques and technologies, as well as continuing to innovate in defensive technologies.
Investments in new technologies and products come with the risk of not meeting the future requirements of the market. Agile methods are applied by WithSecure to ensure that its decisions regarding future technologies are aligned with the best information and expectations of the market developments.
Cyber security incident
Exposure to cyber security incidents threatens the confidentiality, integrity, and availability of WithSecure products and services, and their mitigation is considered as high priority in all parts of the company. WithSecure builds cyber resilience by continuously improving its capability to identify, protect, detect, and respond to relevant threats. Continuous efforts are taken to protect sensitive data of the company and its customers.
Intellectual property rights (IPR)
WithSecure protects its technologies and innovations through copyrights, patents, trademarks, and technology partnerships. While WithSecure uses all available protection mechanisms, the businesses are exposed to risks relating intellectual property claims, particularly in the US markets.
Financial risks
Inflation and interest rates
Cost inflation in the countries where WithSecure operates increases the risk for negative development of the cost structure. This is monitored very closely, and inflation will also most likely require mitigation actions to retain workforce in the company. Increasing interest rates could limit the possibilities of external funding.
Liquidity risk
As a company still improving its profitability, WithSecure must focus on accurate cash planning and prompt collections to ensure liquidity of all group companies and to avoid needs of short-term financing.
Currency fluctuations
Increasing volume of operations outside the Euro zone in different currencies exposes WithSecure to an increased risk related to currency fluctuations.
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
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.
- 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. - 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. - 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.
- 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. - Company president
The Board of Directors of the Company shall appoint a President and determine his/her remuneration terms. - 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. - Financial period
The financial year of the Company is the calendar year. - 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. 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.
- 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
Sustainability at WithSecure
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 over 35 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 belonging among our employees, and we have always put a strong emphasis on our values.
The Annual General Meeting, held on 20 March 2024, elected the sustainability audit firm PricewaterhouseCoopers Oy as the Company’s sustainability auditor. Mr. Jukka Karinen, ASA, acts as the responsible sustainability auditor.
Our objective is to report in full compliance with the EU Corporate Sustainability Reporting Directive (CSRD) and the related standards. We will be publishing our first Sustainability report aligning with the European Sustainability Reporting Standards (ESRS) for the year 2024.
The key figures and targets presented on this page reflect the situation of the 2023 Sustainability report. The figures will be updated after the 2024 Sustainability report is published.
WithSecure’s purpose is to build and sustain digital trust. Our experts work every day to ensure that the digital tools and services are safe for the users. This in turn reduces the need for materials and transportation to support reaching a more sustainable world. Today, most businesses are becoming more intelligent and data-driven – and more vulnerable to external attacks. Our work is our most important contribution to sustainability.
In 2023, we have continued working on our W/Sustainability program to ensure that sustainable ways of working are embedded in our daily work. We expanded the previous materiality analysis into a double-materiality assessment that will form the basis for the CSRD-based reporting in the future. We continued working on all the themes and topics of the program. Most important results of the work are presented in the Sustainability Report 2023.
Our role of protecting the digital society and preventing damages and losses caused by cybercrime is our most important contribution to a more sustainable world. With this role, our activities will always generate a significant positive impact on society.
However, we do not want to stop there. We also want to ensure that our activities are carried out in the best possible way regarding planet, people and society around us. We want to share our knowledge and support parties who cannot always defend themselves. As a software and services company, our carbon footprint is not high, but we think we must do our part in minimizing the environmental impacts of products as well as our own activities. We employ highly skilled experts around the world and want to support their wellbeing and growth opportunities. Our internal operations must always follow highest ethical standards.
Leading guideline of W/Sustainability program will be Maximizing Net Impact – on the planet, people and society. The objective of the program is to ensure that sustainability is embedded in all our decisions. We also want to ensure full transparency of our activities to the users of our reporting.
W/Sustainability focuses around three themes. Each of them is mapped to the UN Sustainable Development Goals, and targets are being set.
The net impact of WithSecure's activities has been quantified by the Upright Project, an external firm, using a net impact quantification model that uses machine learning-based technology to process the knowledge contained in scientific articles and resulting in a net impact ratio that is comparable between companies. The results, supporting our Maximizing Net Impact approach, are presented below.
The net impact profile is a bird’s eye view of the holistic net impact created by WithSecure’s business. The bars to the left illustrate the resources used and the negative impacts created by WithSecure, while the bars to the right depict the positive impact created and what is achieved with the use of those resources. The analysis is based on WithSecure’s core business, meaning the products and services offered, and it takes into consideration the entire value chain of those services – from the materials needed to produce the hardware required all the way to the customer industries WithSecure serves. The profile has been calculated and produced by the Upright Project’s net impact quantification model which uses machine-learning-based technology to process the knowledge contained in millions of scientific articles. Upright is actively developed, and the most recent research findings are continuously incorporated as part of the data.
WithSecure’s net impact ratio of +55% is clearly positive, i.e., WithSecure creates more value compared to the resources it uses. This highly positive score signifies that WithSecure efficiently utilizes modest environmental and scarce human resources while generating a diverse array of positive impacts on society, knowledge, and health.
Climate change is feeling increasingly more real across the globe. We are beginning to understand that the ICT sector significantly contributes to the emissions. We process more data, in more applications and in many areas of life. At WithSecure, we continue to believe that the tech sector has an important role to play in reducing the emissions footprint – both in the cloud and in the endpoint devices that we use every day.
Our carbon footprint in 2023
The WithSecure carbon footprint is largely composed of indirect emissions.
We will continue to follow up the emissions (both absolute and relative) according to the GHG Protocol and to introduce measures of improving visibility on the activity-based carbon footprint of our largest vendors.
As our first informal target, we commit to reducing the carbon footprint to 75 tons of CO2e per million EUR of revenue. This will allow the company's growth but without an increase in the carbon footprint. In addition, our target is to maintain the flight emissions at the level of the year 2023.
Read more about W/Sustainability in WithSecure's Sustainability report 2023 and Sustainability Policy.
Our purpose is to build and sustain trust in a digital society. Every single human “out there” is part of the digital society, in one way or another. Therefore, if we want to be successful, we must be as diverse as the society we wish to serve. We deliver outcome-based security through our diverse workforce and by making sure all our employees feel like they can bring their best and true self to work.
In the past decade, we have seen the wide repercussions of a single compromise in our digital supply chain. Therefore, in addition to being part of the solution through the cybersecurity products and services that we offer, we also want to be a responsible part of the supply chain by taking reasonable measures to continuously elevate the security posture of our estate.
WithSecure exists to build and sustain trust in the digital society. At WithSecure, we want to do what is right. Trust ensures we will succeed in our mission. Trust is earned when action matches words. Everyone working for WithSecure has a critical role in building and maintaining trust in the eyes of each other and earning the trust of our customers.
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.
The Whistleblowing Channel is subject to data protection legislation. Please see WithSecure’s Privacy Notice for Whistleblowing Channel.
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.