Annual Report
2022
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Contents
F-Secure is a globally operating cyber security
company that offers award-winning security and
privacy products and services. We help tens of millions
of consumers to protect themselves against online
threats, and our solutions allow customers to take care
of all their cyber security and privacy needs.
F-Secure delivers brilliantly simple, frictionless
security experiences that make every digital moment
more secure, for everyone. Our offering includes a
comprehensive range of cyber security products and
services related to endpoint security, privacy protection,
password management and digital identity protection,
and router security that protects consumer’s entire
connected home.
F-Secure has led the cyber security industry for more
than 30 years and was reborn through the demerger of
the consumer business from WithSecure Corporation
in June 2022. F-Secure operates globally in over 100
countries and has approximately 17 million subscribers
in all channels. F-Secure revenue in 2022 was EUR 111.0
million and we employed around 380 people. F-Secure
head office is in Helsinki, Finland.
F-Secure was created through the demerger on 30 June
2022, when WithSecure’s consumer security business
was transferred into a new independent company.
F-Secure shares are listed on the official list of Nasdaq
Helsinki. The financial information presented in this
report is based on actual figures as an independent
group after the consummation of the partial demerger
and carve-out figures prior to the consummation of the
partial demerger.
This Annual Report is not an xHTML document compliant with
the ESEF (European Single Electronic Format) regulation. The
Financial Statements and Board of Directors’ report 2022 in
accordance with ESEF regulations are available electronically as
an xHTML document at www.f-secure.com/en/investors.
Contents
F-Secure Corporation financial statements ..
Financials
Board of Directors’ Report ........................
Key figures ............................................
Shares and shareholders ..........................
Calculation of key ratios ...........................
Consolidated financial statements .............
Statement of comprehensive of income........
Statement of financial position ...................
Statement of cash flows ...........................
Statement of changes in equity ..................
Notes to the financial statements ................
F-Secure
Key figures ............................................
President and CEO’s review . . . . . . . . . . . . . . . . . . . . . . .
F-Secure in brief .....................................
Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business model......................................
Sustainability Statement
Sustainability.........................................
Corporate Governance
Corporate Governance Statement ..............
Board of Directors ...................................
Leadership team ....................................
Remuneration Report ..............................
Auditor’s Report .....................................
Information for shareholders .....................
F-Secure 2022
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Key figures 2022
Key figures
Noth
America
15%
Patner
79% Channel
Direct
Channel
21%
Revenue by geography, %
Revenue by channel, %
Rest of
the world
5%
44%
Rest of Europe
36%
Nordic countries
Revenue
111
MEUR
(+4.5%)
Dividend per share
0.07
*
EUR
Employees
~380
Number of Service
Provider Patners
~180
Adjusted EBITA
43.9
MEUR
(39.6% margin)
Earnings per share
0.17
EUR
Sales from
over 100
countries
Subscribers
17
million across
channels
* The Board’s proposal to the Annual General Meeting. F-Secure Corporation has formed a separate legal
group as of June 30, 2022, and therefore only half year’s dividend will be distributed for the year.
F-Secure 2022
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
2022 was a year of change for F-Secure. The demerger
from WithSecure was carried out and completed at
the end of June, followed by the listing of F-Secure
Corporation on the main market of Nasdaq Helsinki
on 1 July 2022. F-Secure embarked on a new era as an
independent company, with focusing solely on securing
the digital moments that give consumers’ online lives
meaning and purpose.
Our mission is to continuously deliver brilliantly simple,
frictionless security experiences to make digital
moments secure for our partners and customers.
F-Secure strategy strives for delivering profitable
growth and it builds on three strategic pillars: increase
average revenue per user (ARPU), develop current
offering and new products, and expand into new chan
-
nels. The roll-out of the latest version of F-Secure Total,
whic
h combines VPN, password management, and
endpoint and identity protection into one unified appli-
cation experience started and accelerated towards
t
he year-end. Expansion into new important vertical
partnerships progressed well with for example bank
and insurance companies signing up for F-Secure Total.
During the year approximately 35 existing partners
signed up for F-Secure Total upgrade. This supports our
growth strategy to increase average revenue per user
and to convert existing customer base from standalone
products to our all-in-one security suite.
F-Secure has a strong position in the consumer security
market through our global partner network, and we see
great potential to expand into new channel partner
-
ships and thereby widen our potential customer base.
Our ot
her products, such as F-Secure Sense and ID
Protection have also been well received by the market
which is reflected in the positive revenue development.
President and CEO’s review
Timo Laaksonen
CEO letter
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
In 2022, we are happy to deliver revenue growth and
solid profitability while facing a more challenging
operating environment towards the end of the year.
The underlying market demand for F-Secure products
and solutions has been favorable across geographies.
We witnessed dropped consumer confidence amid
tightening inflation, although the cyber security space
has proven to be resilient in economic turbulence.
Weaker consumer sentiment towards the end of the
year resulted in a weaker new business sales in the
direct channel.
Revenue in 2022 amounted to EUR 111.0 million, growing
by 4.5% year-on-year. This is a solid achievement, which
demonstrates the strength of our offering and the
stable demand for security and privacy solutions. The
adjusted EBITA for the year was EUR 43.9 (47.2) million,
with EBITA margin 39.6% (44.4%).
The purpose of F-Secure is to make every digital
moment more secure, for everyone. Consumers today
encounter digital moments at home, on the move, on
multiple devices and through numerous applications.
For a comprehensive coverage and seamless security
of these digital moments, we have created a new
product business cell, called ‘Embedded Security’. This
new offering complements our existing portfolio and
allows our partners to embed F-Secure capabilities and
experience natively through their own applications.
F-Secure is committed to offering consumers and
partners brilliantly simple security experiences. That
focus will enable us to increase average revenue per
user, drive the development of current offering and
new products, and our expansion into new channels.
Throughout the year, we have witnessed that this
focus has delivered results. We have made great
progress with our strategic priorities, and it has been a
pleasure to see how the demand for comprehensive
cyber security solutions is growing and the customer
feedback is very positive. Cyber security is a growing
concern for people around the world as the number
and complexity of cyber threats continue to increase,
and the growing demand for cyber security solutions
will accelerate our growth.
Our vision is to become the number one security
experience company in the world. To support this
vision, and a as part of the new era as an independent
company we have designed a new brand identity. It will
form part of our new generation F-Secure Total product
launch starting in February 2023.
The year of 2022 was unusual by all standards, but it
provides a solid foundation for our future. During the
year I have witnessed the exceptional commitment
and spirit of all of us, building the future success of the
company, and I am proud of the strong performance of
our people during the year. I would like to thank all our
fellows, customers and partners for the cooperation
during the year.
Timo Laaksonen
I would like to thank all our
fellows, customers and
partners for the cooperation
during the year.“
CEO letter
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Purpose, mission and vision
Three strategy pillars
Financial targets by 2025
Purpose
We exist to make every digital moment
more secure, for everyone.
Mission
Our mission is to continuously deliver brilliantly simple,
frictionless security experiences to make things
easy for its partners and customers.
Vision
Our vision is to become the number one security
experience company in the world.
Growth
High single digit
organic revenue growth
Profitability
After initial growth investments,
adjusted EBITA margin of above 42%
Dividend Yield
F-Secure aims to pay around or above 50%
of net profit as dividend on an annual basis
Increase Average Revenue
Per User (ARPU)
Our aim is to drive the adoption of the
all-in-one security suite (F-Secure Total)
which we expect to provide new business
opportunities to our channel partners and
increase both our and channel partners’
ARPU.
Developing current offering
and new products
We aim to expand market coverage and
the accessible market by developing new
product groups. New products increase
the possible combinations of products and
services that we can offer to our channel
partners.
Expand into new channels
We aim to reach out to a wide range of service
providers, such as insurance companies,
and retailers who are facing similar business
challenges to Communication Service
Providers, which in turn, enables us to replicate
our proven business model and service
offering and significantly expand our potential
customer base.
F-Secure in brief
F-Secure 2022
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Highlights of 2022
Highlights
Q1
In February, the demerger plan
concerning the partial demerger of
WithSecure was approved and F-Secure
Corporation’s Board of Directors decided
to pursue towards the separation of the
Consumer Security business.
Q2
In April, Timo Laaksonen was appointed
President and CEO of F-Secure, and rest
of the Leadership Team members of
F-Secure were appointed.
In May, the Extraordinary General
Meeting of WithSecure decided
about the demerger of F-Secure from
WithSecure.
In June, the partial demerger was
completed F-Secure became an
independent company.
Q3
In July, trading in F-Secure shares
started on the official list of Nasdaq
Helsinki under the trading code
FSECURE.
In August, the Board of Directors of
F-Secure Corporation decided to
establish an Employee Share Savings
Plan (ESSP) for the employees
of F-Secure Corporation and its
subsidiaries.
Q4
In November, a new product business
cell, called ‘Embedded Security’ was
introduced. It is a new offering that
complements our existing portfolio
and allows our partners to embed
F-Secure capabilities and experience
natively through their own applications.
Embedded Security enhances our
offering in the service provider segment
and provides a new point of entry into
new vertical partnerships.
F-Secure 2022
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Our business model
Business model
F-Secure Total
Global consumer
market
F-Secure VPN F-Secure ID Protection F-Secure Internet Security F-Secure Sense
Two primary sales channels
Partner Channel (~180) Direct Channel
Communication
Service Providers
Retail Banking & insurance E-commerce
Business model
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Sustainability Statement
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Sustainability
We are committed to keeping
people and society safe
Digitalization, accentuated through the Covid-19
pandemic, has required consumers to adopt new
digital skills over the past couple of years. As these
new digital skills and online behaviors have become
the norm, an increasing portion of modern consumers’
day is lived online. And as the time spent online has
increased, so have the consumers concerns about
online security. Yet, a large majority of even technically
savvy consumers are saying that protecting them
-
selves against online threats is extremely complex and
dif
ficult.
In our typically annual security survey carried out in 7
countries among more than 7,000 consumers in 2022,
we learned that 66% of consumers find cyber security
too complicated. Furthermore as many as three out
of four consumers want to learn more about cyber
security – to better understand the threats and learn
how to stay safe.
Towards brilliantly simple
security experiences
Our purpose is to make every digital moment more
secure for everyone, and this is further supported by our
mission to create brilliantly simple security experiences.
Through these activities we can increase people’s trust
in online services and society. We are delivering on our
purpose and mission through four practices.
Firstly, we want to perfect consumer cyber security. We
drive towards engaging, easily understandable and
value-enhancing security experience with our products
and services. We constantly monitor the success of our
journey through, e.g., Net Promoter Score (NPS). In 2022,
we were happy to see that our Endpoint Protection
offering NPS was 52 (a score above 20 is favorable
and above 50 is excellent). Main feedback among our
One of the worst enemies of cyber security is complexity. We have therefore
made it our mission to provide brilliantly simple security experiences to all. It is
our responsibility as a provider of cyber security services to tackle the complexity
that consumers face and help making people and society cyber-resilient. We’ve
now embarked on this journey investing into cyber security research and enhancing
and perfecting consumer cyber security into an engaging, easily understandable and value-enhancing
experience.
Together with our Service Provider partners we can provide simpler experiences for consumers enabling
wider adoption. We’ll deliver on our mission by developing F-Secure into the best environment for people to
develop and apply their skills, competencies and experience for a great purpose – to keep people and society
safe. Today, our employees represent already over 40 nationalities, and we intend to continue building a team
of people with diverse backgrounds, ensuring everyone can join our community and be who they are.”
Timo Laaksonen, President and CEO
Securing consumer trust when using online services is in the very heart of our
strategy and purpose. We fight against cyber attacks to create a safe environment
for everyone: an environment, where consumers are protected against financial
losses and attacks against their privacy and identity. Since founding of our company,
we’ve emphasized strong business ethics as well as equal treatment of our employees.
We’ve wanted that the feeling of safety, being yourself, and being respected are something we provide to
all our employees, wherever we operate. As with our employees, diverse background, talent, and broad
experiences were something we emphasized when forming our Board of Directors. And I’m proud to say that
we’ve succeeded on these goals and will continue on the same path”.
Pertti Ervi, Chair of the Board of Directors
Sustainability
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
customers included ’ease of use’, ’good protection’ and
’very reliable’.
Secondly, we are directing our cyber security research
efforts towards simplification. We are constantly inves
-
tigating ways to further simplify the user experience
to enab
le wider adoption. As an example of this, we
recognized the need to protect all household members
and connected smart devices at home such as TVs,
gaming consoles, thermostats and implemented the
needed security for home WiFi routers. This requires no
activity on behalf of the consumer as the functionality
can be turned on by the Communication Service
Provider.
On top of this, we’ll continue to invest into our proven
cyber security cloud to protect consumers’ digital
moments. Today we process daily more than 900
million URL requests, analyze 8 million unique samples
while more than half a million malware related events
are detected and blocked. These security capabilities
have allowed F-Secure during the past eleven years to
win AV-Test’s Best Protection Award seven times and in
2022 F-Secure SAFE/TOTAL for Windows has received
the AV-Test’s TOP Product rating in every malware
detection test. AV-Test GmbH is an independent
research institute in Germany providing international
comparisons and individual tests for IT security prod
-
ucts and awards the best products annually.
Thir
dly, we maintain a constant flow of relevant cyber
security related content for consumers to strengthen
their skills and for our ecosystem partners to share
with their users. This includes blogs about new threats,
tips and guidelines on how to protect yourself and your
family when online. We also make various free tools
available for consumers to increase their security
understanding and cyber-resilience. Furthermore, we
drive global cooperation with business partners, public
authorities, cyber security expert organizations and
cyber security companies to design and run awareness
and competence campaigns.
Fourthly, we see our Service Provider partners with
large customer bases playing a major role in protecting
consumers against online threats. Many of these
partners see security as an integral part of their offering
and brand promise and they are committed to increase
consumer trust and confidence when being online. For
more than a decade, F-Secure has built processes and
technologies that culminate in its Security Business
Platform. Through this platform, our products and
services can be made available to consumers as an
integrated offering that partners can easily sell and
deliver. Our channel partners appreciate our offering
and the day-to-day support we provide around security
and privacy, and we’re very pleased with our Service
Provider partner Net Promoter Score of 57. In 2022, we
additionally closed 18 new Service Provider contracts
to increase consumer security product adoption across
regions.
Through its actions and products, F-Secure stands on
the frontline in the battle of keeping our digitalizing
society safe.
We exist to make every digital moment
more secure, for everyone
More than
900m
protection events
daily
New patners
won during 2022:
18
Endpoint protection NPS:
52
7
best protection
wins
2022 Patner
Channel NPS:
57
We make consumer cyber security
easily accessible
Sustainability
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Engaged employees
People are the key to our success and focus on people
development and well-being continued after the
demerger at all levels of the organization.
To facilitate dialogue within F-Secure, Employee Net
Promoter Score results were monitored quarterly. The
results were reviewed by the Leadership Team and
discussed in respective teams as well as company-
wide townhalls. Each function further developed
their own, more detailed improvement plans, while
key company level actions were agreed upon by the
Leadership Team. Summary of the employee survey
results and related actions were also discussed with
the Board of Directors.
The demerger naturally required significant efforts
from all employees and we were particularly proud to
see the eNPS result of 45 at the end of 2022, which was
higher than that of Q2 2022, proving that our focus on
employee well-being had paid off. We also established
a dedicated Wellbeing Taskforce that composes of both
employees and HR representatives to ensure well-
being remains at a good level also in the future.
We are also committed to providing our people with
competence development and career opportunities as
well as a safe working environment where people can
become the best version of themselves. Additionally,
we have built a transparent and fair salary system. All
our positions are rated against defined job grades and
each job grade has a pre-defined salary range to ensure
that our employees are compensated in a fair manner.
F-Secure is a truly international company. We are
committed to respecting diversity, equality, and
inclusion in all its forms, and we have zero tolerance
on any discrimination in any areas of our business.
By the end of 2022, the average representation of
male versus female were 69% male and 31% female
among personnel, 85% male and 15% female among
leadership team and 67% male 33% female among the
Board of Directors.
It is evident that technology and cyber security are
both fields that are traditionally male dominated. We
believe that true long-term success is built on diverse
backgrounds, diverse knowledge and diverse perspec
-
tives and we continue building our activities to ensure
F-Secure is a company that offers interesting and
inclusive career paths to everyone. We have already
identified few practical topics to ensure we are on a
right path and those include, for example, reviewing
and developing our job description and advertising
practices, recruitment processes, and engagement
channels with job candidates
F-Secure is already highly appreciated as an employer
being the #5 most appreciated employer in the Finnish
IT technology sector (Universum 2022). Going into 2023,
we can develop further and make our company an
even better one.
We are a global company, where people truly enjoy working
F-Secure ranked as the
fifth most attractive
employers in Finland
(Universum 11/2022)
eNPS
45
Gender split (Fellows) Gender split (BoD)
69% Male 67% Male
Female
31% Female 33%
45
nationalities
Sustainability
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Building safer online behavior,
sustainably, for everyone
F-Secure takes its role as a cyber security ambassador
seriously and we continued increasing awareness
related to safe online behavior. This was achieved
by publishing freely available informative blogs and
reports about cyber security. We’ve also created a
community to help people with generic cyber security
issues and product usage and continued to blog on
cyber security as well as giving tips on how consumers
can protect themselves against cyber-threats.
As an example, F-Secure launched F-Alert, a free
monthly threat reporting service in November. It
provides consumers with the latest threat updates and
insights from our experts covering what’s happening
and information on how to help consumers secure their
digital moments.
During November and December, F-Alert already
provided insights and expert tips on multiple topics.
These included, for example, how scammers target
consumers and Facebook users, and how AI and
chatbots could be used for cyber-crime. Similarly, it was
identified that cyber-criminals weaponized consumers’
curiosity and through TikTok challenges tricked people
into installing malware. Also, as data breaches happen
every day, F-Secure experts go through them in detail
and focus on the ones most likely affecting consumers
and providing further insights on data breach
implications.
In October 2022, F-Secure emphasis on safer digital
societies was further highlighted as we became a
Cyber Security Awareness Month Champion and
focused on awareness campaigns throughout the
month. In addition to offering free tools to consumers
to improve their understanding of cyber threats, we
also offered free cyber-security products in selected
countries together with our Service Provider partners to
further help building trust and increase awareness on
the importance online safety.
Starting in the spring of 2022, we have also supported
the humanitarian crisis in Ukraine by providing our
Privacy VPN service FREEDOME to Ukrainians for
free. This allows people in Ukraine to have secure and
private digital communications with their families and
authorities to the extent possible at time of war.
As a software company our environmental impacts
are low. However, we believe that every action matters.
Majority of our products are sold in electronic form
and without any physical packaging such as printed
manuals or DVDs. At the end of 2022 physical pack
-
aging was used only within our retail channel and even
t
here only to a minor extent, corresponding to 0.08% of
the group revenue.
Sustainability
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Redefining the focus areas
of sustainability
After the demerger from WithSecure in June 2022
F-Secure launched an initiative to renew its sustain-
ability program. We arranged internal workshops,
whic
h included Leadership Team members and key
personnel from various functions, to assess material
sustainability topics. Discussion was driven by existing
and upcoming regulation on sustainability reporting
and other regulative requirements, which will be
impacting the businesses and markets in a few years.
Progress has so far included assessing the impacts of
main sustainability megatrends on F-Secure business
and evaluating the scale and scope of impacts the
company has on various sustainability topics. To be
able to properly evaluate the company’s position
regarding sustainability, we utilized various materials
and information sources including scientific studies,
statistics and perception studies on climate change,
gender equality, cyber security, corruption, and state of
human rights.
Our materiality assessment further confirmed that
people and society, our employees, cyber security, and
general compliance are the sustainability aspects
where F-Secure can have the biggest impact and that
reciprocally have an impact on F-Secure. In addition,
F-Secure recognizes the importance of climate change
and assumes a position in the battle against one of the
biggest challenges the world is facing during the next
decade.
During 2023, F-Secure will build a sustainability
program around the identified key topics to ensure that
the relevant issues are managed and monitored to
the extent needed and to continue building a positive
impact on society and people. At the same time, we
continue to carefully listen to the requirements of our
internal and external stakeholders and monitor the
development of upcoming regulation once we finalize
the ESG agenda and setting relevant targets.
To build a strong foundation for sustainability manage
-
ment, F-Secure will also redefine the sustainability
management st
ructure through which the efficiency
and development of ESG agenda can be monitored
and integration of the ESG agenda into the company
strategy can be ensured. The work is underway and
the company’s Leadership Team is involved in the ESG
strategy planning. Key findings from the process and
the strategy are also presented to the Board of Directors
and the Audit Committee for approval. The governance
structure for sustainability topics is in line with the
company’s general corporate governance system.
We also participate in industry events aimed at, for
example, telecom operators, insurers, banks and
retailers. If a physical booth is required, we aim to
minimize our environmental footprint, where possible.
For example, in October 2022, we built our stand
in Broadband Forum event with 100% recyclable
materials to emphasize our commitment towards
sustainability.
Sustainability
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Financials
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Board of Directors’ Report 2022
Board of Directors’ Report 2022
F-Secure Corporation in 2022
F-Secure Corporation is a globally operating
cybersecurity company. F-Secure designs and offers
award-winning security and privacy products and
services that help tens of millions of consumers to
protect themselves against online threats. F-Secure
offering includes a comprehensive range of security
and privacy products and services related to endpoint
security, privacy protection, password management
and digital identity protection, and router security that
protects consumers’ entire connected home.
F-Secure Corporation was established as a result of a
partial demerger from WithSecure Corporation. On 17
February 2022, WithSecure Corporation announced
that the Board of Directors of WithSecure had decided
to pursue the separation of WithSecure’s consumer
security business and had approved a demerger
plan according to which all assets and liabilities of
WithSecure’s consumer security business would
be transferred without a liquidation procedure to a
company to be incorporated in connection with the
Demerger and to be named F-Secure Corporation.
The Extraordinary General Meeting of WithSecure
Corporation, held on 31 May 2022 resolved to approve
the demerger plan. The General Meeting also resolved
that the shareholders of WithSecure will receive as
demerger consideration one (1) new share in F-Secure
for each share they hold in WithSecure on the effective
date on 30 June 2022. The Demerger was registered
with the Trade Register maintained by the Finnish
Patent and Registration Office on the effective date on
30 June 2022. Trading in the shares of F-Secure on the
official list of Nasdaq Helsinki commenced on 1 July
2022.
Presentation of financial information
F-Secure Corporation has formed a separate legal
group as of June 30, 2022. The financial information
presented in this report is based on actual figures as
an independent group after the consummation of the
partial demerger and carve-out figures prior to the
consummation of the partial demerger.
Financial performance
Revenue
F-Secure revenue increased in January–December by
4.5% year-on-year to EUR 111.0 million (106.3 million). At
comparable exchange rates, revenue increased by
2.9%. Weakened consumer confidence resulted in a
lower new business sales volume in the Direct Channel
towards the end of the year.
Partner Channel
Revenue from the partner channel grew by 4.6% to EUR
88.1 million (EUR 84.2 million) with an increase in sales
across several regions, such as in Nordic countries,
Asia and in North America, where the growth was
supported by the strong US dollar. Growth in the partner
channel was offset partially by lower retail sales and a
regulatory change in Poland in 2021 that had a negative
impact on adoption rates on the local market. The
roll-out of the latest version of F-Secure Total continued
in the partner channel throughout the review period,
with 35 existing partners having signed up for F-Secure
Total upgrade.
Direct Channel
Revenue from direct channel increased by 3.9% to EUR
23.0 million (EUR 22.1 million). Revenue development
was good especially in Germany. Consumer interest
in bundled security and privacy solutions drives sales
of F-Secure Total and accelerates the development
of the average revenue per user (ARPU). Renewal
performance was on a solid level throughout the
period, but weaker consumer sentiment impacted
new business sales in the direct channel negatively,
especially towards the end of the review period.
Gross margin
Gross margin increased by EUR 4.2 million to 101.7
million (EUR 97.4 million) and was 91.6% of revenue
(91.7%). Royalties and hosting costs increased in the
review period, due to negative USD currency impacts.
In connection with the demerger from WithSecure,
F-Secure and WithSecure entered into transitional
services agreements (“TSA”) to support the continuous
operations of F-Secure. The TSA costs incurred during
the second half of the year and were EUR 1.8 million in
total in cost of revenue. These TSAs in cost of revenue
are planned to terminate latest by the end of 2023.
Operating expenses
Operating expenses including depreciation,
amortization and items affecting comparability (IAC)
were EUR 64.0 million (EUR 54.5 million). Sales and
marketing costs were EUR 29.9 million (EUR 28.7
million). Research and development costs were EUR
16.4 million (EUR 16.9 million). Administration costs were
EUR 17.7 million (EUR 8.8 million). Figures for comparison
period are not fully comparable as the classification
and allocation method used in carve-out vary from
actuals, see more in Note 1, Basis of Preparation on
page 31. After the demerger and throughout the second
half of the year, a lot of focus has been on ramping and
building up the necessary capabilities to operate as an
independent company, which has resulted in increased
and partially overlapping operating expenses,
especially in administration. In connection with the
demerger from WithSecure, F-Secure and WithSecure
entered into transitional services agreements (“TSA”)
Board of Directors’ Report
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
to support the continuous operations of F-Secure. The
TSA costs incurred in the second half of the year and
totaled EUR 1.9 million in R&D and EUR 5.3 million in
administration. Majority of the administration TSAs
terminated at the end of 2022, and the rest of admin
and all of R&D are planned to terminate by the end of
2023.
Items affecting comparability (IAC) totaled EUR 3.8
million (EUR 2.4 million), attributable to costs incurred
due to the listing in the first half of 2022 (described in a
table on page 24).
Depreciation and amortization totaled EUR 2.0 million
(EUR 1.5 million). The increase is related to subleasing
agreements F-Secure entered in for its office premises
in connection with the demerger in May 2022.
Profitability
Adjusted EBITA was EUR 43.9 million and 39.6% of
revenue (EUR 47.2 million, 44.4%). EBIT was EUR 38.8
million and 34.9% of revenue (EUR 43.5 million, 40.9%),
including EUR 3.8 million of costs related to the listing.
The demerger-related ramp-up process burdened
profitability as we are building up and strengthening our
operations as an independent company.
Cash flow, financial position and financing
In January–December 2022, cash flow from operating
activities before financial items and taxes amounted
to EUR 44.4 million (EUR 45.1 million). Cash flow from
operations was EUR 36.4 million (EUR 36.1 million) and
the cash conversion rate was 96.2% (95.6%). Prior to the
Demerger on 30 June 2022, no cash or cash equivalents
were allocated to F-Secure in the carve-out financial
information, instead it was presented as Receivable
from WithSecure. The receivable from WithSecure was
Revenue by sales channel
EUR million 1–12/2022 1–12/2021 Change %
Revenue from external customers
Partner channel 88.1 84.2 4.6%
Direct channel (E-commerce) 23.0 22.1 3.9%
Total 111.0 106.3 4.5%
Revenue by geography
EUR million 1–12/2022 1–12/2021 Change %
Comparable
change %
Revenue from external customers
Nordic countries 39.4 36.9 6.9% 6.8%
Rest of Europe 48.7 49.6 –2.0% –2.0%
North America 1 7.1 14.6 17.2% 4.5%
Rest of the world 5.9 5.2 13.4% 18.4%
Total 111.0 106.3 4.5% 2.9%
transferred as cash to F-Secure in July 2022, and as at
31 December 2022, cash and cash equivalents were
EUR 23.0 million in total.
Total assets were EUR 62.7 million (EUR 38.9 million)
at the end of December 2022. Equity ratio was 39.6%
(24.5%), while gearing was –63.0%. F-Secure net cash
was EUR 19.3 million (net debt of EUR 0.2 million) at the
end of December 2022.
As at 31 December 2022, current lease liabilities were
EUR 1.0 million (EUR 0.1 million) and non-current lease
liabilities were EUR 0.9 million (EUR 0.1 million). The
lease liabilities relate to leases for office premises and
cars. In May 2022, in connection with the Demerger,
F-Secure entered lease agreements for its office
premises.
Prior to completion of the Demerger, WithSecure’s
consumer business conducted by its foreign
subsidiaries was separated from the rest of the
business into separate companies through business
acquisitions or similar transactions in each relevant
country. In these transactions, WithSecure or its
subsidiary is the buying entity if the transferring
business is a corporate security business, and F-Secure
or its subsidiary is the buying entity if the transferring
business is a consumer security business. The
transaction prices vary between approximately EUR 70
thousand and EUR 3.0 million. The payback time for the
resulting payables and receivables is primarily three
years from the effective date of each local transaction,
and prepayment is allowed. The interest rate for the
unpaid transaction price varies by country. F-Secure’s
payables to WithSecure totaled EUR 5.5 million and the
receivables from WithSecure totaled EUR 3.7 million.
In January–December 2022, capital expenditure was
EUR 4.6 million (EUR 1.7 million). Capital expenditure
was mainly related to research and development and IT.
Board of Directors’ Report
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Acquisitions and financial
arrangements
F-Secure made no acquisitions or disposals in 2022.
In connection with the demerger process, WithSecure
negotiated on behalf of F-Secure, a revolving credit
facility with Nordea Bank Abp amounting to EUR 10
million with a maturity of three years and with an equity
ratio-based margin grid. Financial covenants include
Net Debt to EBITDA and an equity ratio and other
standard covenants to similar unsecured transactions.
The credit facility agreement was signed by Nordea
Bank Abp in May 2022. The revolving credit facility was
undrawn as at 31 December 2022.
Group structure and changes
F-Secure Corporation has formed a separate legal
group as of 30 June 2022. In connection with the Finnish
demerger, 16 subsidiaries were also transferred to
F-Secure Group. The subsidiaries are listed in note 23 in
the financial statement.
Significant events during
the review period
On 31 May 2022, the Extraordinary General Meeting
of WithSecure decided that F-Secure will demerge
through a partial demerger. The completion of the
Demerger was registered with the Finnish Trade
Register on 30 June 2022. Trading in F-Secure’s shares
commenced on the Helsinki Stock Exchange on 1 July
2022. The trading code of the shares in F-Secure is
FSECURE.
On 12 April 2022, WithSecure announced appointments
of F-Secure’s President and CEO and management
team with effect upon the completion of the Demerger.
Timo Laaksonen was appointed President and CEO.
See more information about the management team
starting on page 78..
WithSecure negotiated on behalf of F-Secure, a
revolving credit facility with Nordea Bank Abp
amounting to EUR 10 million with a maturity of three
years and with an equity ratio-based margin grid.
Financial covenants include Net Debt to EBITDA and
an equity ratio and other standard covenants to similar
unsecured transactions. The credit facility agreement
was signed by Nordea Bank Abp in May 2022. The
revolving credit facility transferred to F-Secure on the
effective date on 30 June 2022, and is undrawn as at 31
December 2022.
On 23 August 2022, F-Secure announced that the Board
of Directors of F-Secure Corporation had decided to
establish an Employee Share Savings Plan (ESSP)
for the employees of F-Secure Corporation and its
subsidiaries. The aim of the ESSP is to encourage
employees to acquire and own F-Secure shares, and
it is intended to align the interests of the shareholders
and the employees as well as to increase employees’
long-term commitment to the company. Participation in
the ESSP is voluntary and the employees will be invited
to participate in one plan period at a time. The first plan
period commenced on 1 October 2022 and will end on
30 September 2025. The holding period of the first plan
period begins at the first acquisition of savings shares
and ends on 30 September 2025.
Research and development
F-Secure Corporation research and development
expenditure amounted to EUR 16.4 (16.9) million in 2022,
representing 14.8% (15.9%) of revenue and 25.7% (31.0%)
of all expenditures. Capitalized development expenses
were EUR 4.6 (1.7) million in 2022.
F-Secure research and development activities
concentrated on three primary areas: strengthening
our teams, systems and processes after the demerger,
building our own research capabilities, and developing
the next iteration of our Total product.
In 2022, F-Secure invested heavily in securing its
technology foundation, increasing R&D headcount
to 190, reorganizing its technology operations to take
end-to-end responsibility as an independent company,
and ensuring the autonomy of its core technology
platforms. This work will continue in 2023 until the end
of the TSA.
As part of the R&D organization F-Secure has created
a research unit, “F-Secure Labs”, that conducts
independent research on consumer cyber threats. The
findings of this research unit guide the direction of our
product development. It also develops technology to
be used in products to detect and counteract cyber
threats. In addition to independent research, F-Secure
researchers are active in research and development
projects together with external industrial partners and
universities.
In 2022 we also saw substantial progress on the
roadmap of our flagship product, F-Secure Total, the
comprehensive all-in-one security suite. We added new
capabilities, including a focus on improved usability
and industry-first mobile security features. This product
has been available in the Partner Channel since April,
but the latest version will be launched also in the Direct
Channel in February 2023. Development of this product
will continue in 2023 with development of further
security capabilities.
Board of Directors’ Report
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Personnel, management and
auditors of the company
Personnel
The number of personnel employed by F-Secure at
the end of the reporting period 2022 was 376 (248*). In
July–December 2022, the average number of personnel
was 368 (245*). Wages and salaries were EUR 20.8
million in 2022 (16.1).
* Prior to the demerger on 30 June 2022, the figure consisted of
personnel directly employed by the consumer security business
and did not include the share of personnel in shared group
functions.
Management team
On 12 April 2022, WithSecure announced appointments
of F-Secure President and CEO and Management Team
with effect upon the completion of the Demerger on 30
June 2022. Timo Laaksonen was appointed President
and CEO. At the end of the year the composition of the
Leadership Team was the following:
Timo Laaksonen President & Chief Executive Officer
Sari Somerkallio Chief Financial Officer
Toby White Chief Technology Officer
Kitta Virtavuo Chief People Officer
Paul Palmer Senior Vice President,
Partner Business
Perttu Tynkkynen Senior Vice President,
Direct Business
Michal Iwan Vice President,
Security Suite Business Team
Mikko Kestilä Vice President, Operations
Richard Larcombe Chief Marketing Officer
Antero Norkio Senior Vice President,
Corporate Development
Steven Offerein Vice President,
Portfolio Management
Dmitri Vellikok Vice President,
Network Security Business Team
TL Viswanathan Vice President, Embedded Security
(as of 1 November 2022)
The Board of Directors
On 16 March 2022, WithSecure announced
appointments of members of the Board of Directors of
F-Secure Corporation. The members of the Board of
Directors are Pertti Ervi, Risto Siilasmaa, Petra Teräsaho,
Thomas Jul, Madeleine Lassoued and Calvin Gan.
Auditor
The auditor of F-Secure Corporation is the Authorized
Public Accountant PricewaterhouseCoopers Oy with
Janne Rajalahti, APA, as the auditor with the principal
responsibility.
Shares and shareholders
Demerger from WithSecure Corporation
F-Secure was created through the Demerger on 30 June
2022, when WithSecure’s consumer security business
was transferred into a new independent company.
WithSecure Corporation announced on 17 February
2022 that the Board of Directors of WithSecure had
decided to pursue the separation of WithSecure’s
consumer security business and had approved a
demerger plan according to which all assets and
liabilities of WithSecure’s consumer security business
would be transferred without a liquidation procedure to
a company to be incorporated in connection with the
Demerger and to be named F-Secure Corporation.
The Extraordinary General Meeting of WithSecure
Corporation, held on 31 May 2022 resolved to approve
the demerger plan. The General Meeting also resolved
that the shareholders of WithSecure will receive as
demerger consideration one (1) new share in F-Secure
for each share they hold in WithSecure on the effective
date on 30 June 2022. The Demerger was registered
with the Trade Register maintained by the Finnish
Patent and Registration Office on the effective date on
30 June 2022.
After the completion of the demerger at 30 June 2022,
F-Secure had 30,805 shareholders, 174,526 944 shares
and EUR 80,000 in share capital. Trading in the shares
of F-Secure, admitted to trading on the official list of
Nasdaq Helsinki under the trading code FSECURE
(ISIN code: FI4000519236), commenced on 1 July 2022.
F-Secure is classified as a Mid Cap company in the
Technology sector.
Shares and share capital
At the end of the year 2022, the registered share
capital of F-Secure was 80,000 and the company had
174,526,944 fully paid shares. The company has one
share class and the company’s shares are included in a
book-entry system.
Trading of shares
Trading of F-Secure share commenced on the official
list of Nasdaq Helsinki on 1 July 2022. In July–December,
the highest price paid was EUR 3.26 and the lowest
EUR 2.29. The closing price of the share at the end of
December 2022 was EUR 2.83. In July–December, the
share’s volume weighted average price was EUR 2.68.
The share trading volume in the review period was
EUR 42 million and 15.8 million shares. On December
31, 2022, the company’s market capitalization was EUR
494 million.
Board of Directors’ Report
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Shareholders
The number of registered shareholders at the end
of the 2022 was 31,399, including nominee registers.
The proportion of nominee-registered and direct
foreign shareholders was 16.63 per cent of the
company’s shares at the end of the year. The list of the
shareholders of F-Secure Corporation is based on the
information given by the Euroclear Finland Ltd.
Treasury shares
During or at the end of the financial year, F-Secure did
not hold any treasury shares.
Short-term risks and uncertainties
Risks related to the Demerger
F-Secure’s business organizations are dependent
to a certain extent on certain functions provided by
WithSecure under the transitional services agreement,
and WithSecure’s inability to provide these functions
would have a material adverse effect on F-Secure’s
business operations.
The Demerger may have undesirable effects on the
uninterrupted continuity of certain functions and
processes central to F-Secure’s operations, such as
IT systems, which may result in interruptions and
disturbances in F-Secure’s business operations and its
financial reporting.
F-Secure may not be able to implement its business
organization and its independent strategy in the
manner and timeframe currently anticipated, and it
may not be able to realize any or all of the anticipated
benefits.
F-Secure may be liable for certain obligations of
WithSecure following the effective date of the
Demerger and such obligations could have an adverse
effect on F-Secure’s financial position and results of
operations.
Risks related to F-Secure’s
operating environment
Intensifying competition in the consumer security
market could lead to a general decline of the price level
and affect F-Secure’s ability to maintain or increase its
market share, and the intensifying competition could
thus have an adverse effect on F-Secure’s revenue,
profitability and market share.
F-Secure may not be able to keep up with rapid
changes in customer demand, distribution channels,
technologies and the evolution of malware and cyber
security threats, which could have an adverse effect
on F-Secure’s reputation, competitiveness, results of
operations and financial position.
Inflation has increased the risk of negative
development of the cost structure, especially inflation
in salary levels could have adverse effect on F-Secure
personnel expenses. Rising energy prices could have
an impact mainly on cost of revenue through cloud
production cost. Inflation may have a negative impact
due to lower consumer sentiment mostly indirectly
due to decreasing sales of devices for which F-Secure
products are typically purchased, but as well directly
due to lower renewal rates.
Uncertainty on F-Secure’s key markets, financial
markets and general economic situation could have
an adverse effect on F-Secure’s business and growth
opportunities, and reduce the demand for the products
and services offered by F-Secure. The Ukraine war
has increased the uncertainty in the world and the
risk of unexpected disruptions of the world economy.
The war in Ukraine has caused some exceptional
consequences to the cyber security landscape, such
as highly visible governmental activities, as well as
organized civilian response to the war efforts.
Risks related to F-Secure’s business
operations and strategy
The loss of key persons and skilled employees, the
possible delay of new hires or the increase in personnel
expenses can weaken F-Secure’s profitability and the
standard of its services or solutions, hinder operations
and prevent F-Secure from successfully developing and
growing its business.
Actual, possible or perceived defects, disruptions
or vulnerabilities in F-Secure products or services,
including risks from cyber security attacks and errors or
abuses by F-Secure employees and business partners,
could harm F-Secure or its customers reputation,
decrease sales, hinder operations, tie up personnel
resources and give rise to claims for damages and
increase other costs.
If F-Secure’s agreement with a significant business
partner or Channel Partner ends or is terminated, or
if F-Secure is unable to continue cooperating with a
business partner or Channel Partner under acceptable
terms, or if there is a failure by a Channel Partner to fulfil
its duties, this could significantly decrease F-Secure
revenue, increase its costs, hinder its operative
business and weaken its ability to offer services or
solutions to its customers.
Risks related to the technology used by F-Secure,
intellectual property rights and other regulations
Any malfunctions in technologies, IT systems or
network connections used by F-Secure or any
security breaches could engender disruptions to
F-Secure’s service offering. F-Secure may not succeed
in registering, protecting, managing, maintaining
and enforcing its intellectual property rights, and
Board of Directors’ Report
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
F-Secure may be targeted by intellectual property right
infringement claims which can cause significant costs.
Leakage of personal data collected by F-Secure may
have a material adverse effect on F-Secure’s business
and reputation and result in claims for damages as well
as fines and orders imposed by the authorities.
Risks related to F-Secure’s financial
position and financing
The number of operations and sites outside the
Eurozone in different currencies exposes F-Secure
to a risk related to currency fluctuations. Changes in
the exchange rates between currencies could have
an adverse effect on F-Secure’s revenue, results and
financial position. F-Secure is exposed to transaction
risks caused by purchasing and selling products
and goods in currencies that are not F-Secure’s
home currencies, investment risks in units abroad
and translation risks that arise when investments in
subsidiaries in different currencies are converted into
F-Secure’s operational currency, i.e., the euro.
Decisions of the Extraordinary General
Meeting 2022 and Board authorisations
The Extraordinary General Meeting of WithSecure
Corporation was held on 31 May 2022. The
Extraordinary General Meeting resolved to approve
the demerger plan and the partial demerger, in which
all assets and liabilities relating to the company’s
consumer security business transferred without a
liquidation procedure to F-Secure Corporation in
accordance with the demerger plan.
The General Meeting’s resolution concerning the
Demerger included also the resolutions concerning
amending WithSecure’s Articles of Association, the
demerger consideration, reducing WithSecure’s share
capital and dissolving WithSecure’s share premium
reserve as well as authorizing F-Secure’s Board of
Directors to decide on the repurchase of F-Secure’s own
shares and on the issuance of shares, option rights and
other special rights entitling to shares.
Demerger consideration
The General Meeting resolved that the shareholders
of WithSecure receive as demerger consideration one
(1) new share in F-Secure for each share they hold in
WithSecure on the Effective Date.
Authorization of the Board of Directors
of F-Secure to decide on the repurchase
of F-Secure’s own shares
The General Meeting resolved, conditional upon the
completion of the Demerger, to authorize the Board of
Directors of F-Secure to decide upon the repurchase of
a maximum of 15,000,000 of F-Secure’s own shares in
total in one or several tranches and with F-Secure’s own
unrestricted equity.
By virtue of the authorization, the Board of Directors
shall decide on the repurchase also in deviation
from the proportional holdings of the shareholders
(directed repurchase). The authorization comprises
the repurchase of shares either in the public trading
or otherwise in the market on the trading price
determined for the shares in public trading on the
date of purchase, or with a purchase offer to the
shareholders in which case the repurchase price
must be the same for all shareholders. F-Secure’s own
shares shall be repurchased to be used for carrying
out acquisitions or implementing other arrangements
related to F-Secure’s business, for optimizing
the company’s capital structure, as part of the
implementation of the company’s incentive scheme
or otherwise to be transferred further or cancelled. The
authorization includes the right of the Board of Directors
of F-Secure to decide on all other terms related to the
repurchase of the company’s own shares.
The authorization is proposed to be valid until the
conclusion of the first Annual General Meeting of
F-Secure following the Effective Date as set forth in the
demerger plan, in any case until no later than 30 June
2023.
Authorization of the Board of Directors
of F-Secure to decide on the issuance of
shares as well as the issuance of options
and other special rights entitling to shares
The General Meeting resolved, conditional upon the
implementation of the Demerger, to authorize the Board
of Directors of F-Secure to decide on the issuance
of a maximum of 15,000,000 shares in total through
a share issue as well as by issuing options and other
special rights entitling to shares pursuant to Chapter 10,
Section 1 of the Limited Liability Companies Act in one
or several tranches. The authorization concerns both
the issuance of new shares and the transfer of treasury
shares held by F-Secure.
The authorization entitles the Board of Directors of
F-Secure to decide on all terms related to the share
issue as well as the issuance of options or other special
rights entitling to shares. The issuance of shares may
be carried out in deviation from the shareholders’
pre-emptive subscription right (directed issue). The
authorization may be used for carrying out potential
acquisitions or other arrangements, share-based
incentive programs or otherwise for purposes decided
by the Board of Directors. The Board of Directors
of F-Secure is also entitled to decide on the sale of
treasury shares on the regulated market of Nasdaq
Helsinki Ltd in accordance with its rules and guidelines.
Board of Directors’ Report
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
The authorization will be valid until the conclusion of the
first Annual General Meeting of F-Secure following the
Effective Date as set forth in the demerger plan, in any
case until no later than 30 June 2023.
Handling of the remuneration policy
for governing bodies of F-Secure
The General Meeting resolved, conditional upon the
completion of the Demerger, to support the proposed
remuneration policy for governing bodies of F-Secure.
The resolution is advisory.
Resolution on the number of members
of the Board of Directors of F-Secure
The General Meeting resolved, conditional upon
the completion of the Demerger, that the number of
members of the Board of Directors of F-Secure shall be
six (6).
Resolution on the remuneration of the members
of the Board of Directors of F-Secure
The General Meeting resolved, conditional upon the
completion of the Demerger, that the remuneration for
the term of the Board of Directors of F-Secure shall be
paid as follows:
– EUR 80,000 for the Chairperson of the Board of
Directors,
– EUR 48,000 for the Committee Chairpersons
– EUR 38,000 for the members of the Board of
Directors, and
– EUR 12,667 for the members of the Board of Directors
employed by F-Secure.
Further, the General Meeting resolved that
approximately 40 per cent of the remuneration be paid
as shares in F-Secure repurchased from the market
and that F-Secure pay any transfer tax levied on the
repurchase of shares. F-Secure will repurchase the
shares or transfer shares held by F-Secure as treasury
shares in the name and on behalf of the members of
the Board of Directors of F-Secure. The travel expenses
and other costs of the members of the Board of
Directors of F-Secure directly related to board work are
paid in accordance with the F-Secure’s compensation
policy in force from time to time. Each member of the
Board of Directors of F-Secure is paid a predetermined
travel fee in addition to travel expenses for meetings
held outside their country of residence in accordance
with F-Secure’s travel policy in force from time to time.
Election of members of the Board
of Directors of F-Secure
The General Meeting resolved, conditional upon the
implementation of the Demerger and in accordance
with the Board of Directors’ recommendation, to elect
Pertti Ervi, Thomas Jul, Madeleine Lassoued, Risto
Siilasmaa, Petra Teräsaho and Calvin Gan, who belongs
to the personnel of F-Secure, as members of the Board
of Directors of F-Secure.
Resolution on the remuneration
of the auditor of F-Secure
The General Meeting resolved, conditional upon the
implementation of the Demerger and in accordance
with the Board of Directors’ recommendation, that
the remuneration to the auditor of F-Secure be paid in
accordance with the approved invoice.
Election of the auditor of F-Secure
The General Meeting resolved, conditional upon the
implementation of the Demerger and in accordance
with the Board of Directors’ recommendation, to elect
PricewaterhouseCoopers Oy as auditor of F-Secure.
PricewaterhouseCoopers Oy has stated that Mr Janne
Rajalahti, APA, will act as the Responsible Auditor.
Organizing meeting of the Board of Directors
In its organizing meeting held after The Extraordinary
General Meeting of WithSecure, the members of
F-Secure’s Board of Directors resolved to elect from
among its members Pertti Ervi as the Chairperson
of the Board of Directors. The members of the Board
of Directors of F-Secure resolved at the same time to
establish an Audit Committee and elect Petra Teräsaho
as its Chairperson and Pertti Ervi and Risto Siilasmaa
as its members.
Outlook for 2023
F-Secure expects the global demand for cyber security
solutions to grow while our operating environment has
turned more challenging and consumer confidence
remains unstable as inflation has risen, causing higher
risk for weaker development on new business sales in
the direct channel.
We have made a number of growth-related
investments in 2022 and continue to do so in 2023.
There is a level of uncertainty when these will have a
concrete effect on our financial performance.
F-Secure expects revenue to grow by 4–8%
year-on-year.
Adjusted EBITA for the full year 2023 is expected to be
within 38–41%.
Financial targets (unchanged)
Mid-term financial targets until the end of 2025 are:
– Growth: High single digit organic revenue growth
– Profitability: After initial growth investments,
adjusted EBITA margin of above 42%
– Dividend Yield: Around or above 50% of net profit on
an annual basis
Board of Directors’ Report
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
F-Secure Corporation follows the Rule of 40 metric
as internal performance measurement and guiding
principle, according to which the combined revenue
growth rate and profitability margin should be equal to
or greater than 40%.
Board of Directors’ proposal
for the distribution of profit
According to the company’s dividend policy F-Secure
aims to pay around or above 50% of net profit as
dividend on an annual basis. F-Secure Corporation has
formed a separate legal group as of June 30, 2022, and
therefore only half year’s dividend will be distributed
for the year. On December 31, 2022, distributable funds
of F-Secure Corporation were EUR 14.9 million. The
Board of Directors will propose to the Annual General
Meeting that a dividend of EUR 0.07 per share be paid.
Earnings per share (EPS) for the period 7–12/2022 was
EUR 0.09 and the proposed dividend is 78% of the
group bi-annual net profit. No material changes have
occurred in the company’s financial position since the
end of the financial year.
Annual General Meeting 2023
The Annual General Meeting of F-Secure Corporation
is planned to be held on March 23, 2023. The Board of
Directors will convene the meeting.
Significant events after
the review period
F-Secure had no significant events after the period.
Helsinki, 16 February 2023
F-Secure Corporation
Board of Directors
The Corporate Governance Statement and Remuneration Report
have been issued separately and are presented in a section of this
F-Secure Corporation Annual Report 2022 publication. The reports
are also available on the Group’s website www.investors.f-secure.
com/en/investors/reports_and_presentations.
Board of Directors’ Report
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
2022*
Carve-out
2021
Carve-out
2020
Carve-out
2019
Revenue 111.0 106.3 100.1 94.8
Revenue growth % 4.5% 6.1% 5.5%
Adjusted EBITDA 44.5 4 7.4 46.7 40.1
% of revenue 40.1% 44.6% 46.7% 42.3%
EBITA 40.2 44.8 46.5 39.1
% of revenue 36.2% 42.2% 46.5% 41.2%
Adjusted EBITA 43.9 47.2 46.5 39.9
% of revenue 39.6% 44.4% 46.5% 42.0%
EBIT 38.8 43.5 44.7 3 7.7
% of revenue 34.9% 40.9% 44.6% 39.0%
Adjusted EBIT 42.5 45.9 44.7 3 7.7
% of revenue 38.3% 43.2% 44.6% 39.8%
Profit before taxes 38.6 43.6 43.7 36.8
% of revenue 34.7% 41.0% 43.6% 38.8%
Result for the period 30.2 34.4 34.2 28.6
% of revenue 27.2% 32.4% 34.2% 30.2%
R&D costs 16.4 16.9 15.3 14.6
% of revenue 14.8% 15.9% 15.2% 15.4%
Investments 4.6 1.7 1.7 3.1
% of revenue 4.2% 1.6% 1.7% 3.3%
Operating cash flow 36.4 36.1 34.5 32.0
Net debt (+)/Net cash (–) –19.3 0.2 0.2 0.3
Equity ratio % 39.6% 24.5% 24.5% 5.9%
Cash conversion 96.2% 95.6% 89.8% 89.0%
Wages and salaries 20.8 16.1 14.3 16.2
Personnel on average
1)
368 245 233 223
Personnel on Dec 31 376 248 243 227
* The key figures are presented combining actuals and carve-out basis for 1–12/2022 and on an actuals
basis for financial position as at 31 December 2022. All other financial information is on carve-out
basis. Refer to note 1 Basis of preparation, accounting principles and carve-out principles.
1)
Average number of personnel for 2022 represents the average employees after demerger. For other
periods the average number of personnel consists of direct personnel working in the Consumer
Security Business.
Key figures
Reconciliation between adjusted EBITDA, EBITDA,
adjusted EBITA, EBITA, adjusted EBIT and EBIT
2022*
Carve-out
2021
Adjusted EBITDA 44,510 47,395
Adjustments to EBITDA
Strategic review –2,378
Costs related to listing –3,764
EBITDA 40,746 45,017
Depreciation and amortization –1,976 –1,519
EBIT 38,770 43,499
Adjusted EBITA 43,921 47,180
Adjustments to EBITA
Strategic review –2,378
Costs related to listing –3,764
EBITA 40,157 44,802
Amortization –1,387 –1,303
EBIT 38,770 43,499
Adjusted EBIT 42,534 45,877
Adjustments to EBIT
Strategic review –2,378
Costs related to listing –3,764
EBIT 38,770 43,499
* Presented as a combination of carve-out financial information for 1 January – 30 June 2022 and
conso
lidated financial information for 1 July – 31 December 2022. Comparison period is presented on
a carve-out basis. Refer to note 1 Basis of preparation, accounting principles and carve-out principles.
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Shares and share ownership distribution, 31 Dec 2022
Shares
Number of
shareholders
% of
shareholders Total shares % of shares
1–100 10,189 32.45% 456,855 0.26%
101–1,000 16,816 53.56% 6,208,406 3.56%
1,001–50,000 4,323 13.77% 16,506,178 9.46%
50,001–100,000 27 0.09% 2,033,549 1.17%
100,001- 44 0.14% 149,321,956 85.56%
Total 31,399 100.00% 174,526,944 100.00%
Shareholders by category, 31 Dec 2022 Total shares % of shares
Private individuals 83,367,459 47.77%
Pension & Insurance companies 30,421,061 17.43%
Fund companies 17,297,943 9.91%
Companies 6,554,785 3.76%
Foundations 1,373,877 0.79%
Nominee registered 29,025,244 16.63%
Others 6,486,575 3.72%
Total 174,526,944 100.00%
Largest shareholders and administrative register
Owner Shares % of shares % of votes
Risto Siilasmaa 60,022,804 34.39% 34.39%
Nordea Nordic Small Cap Fund 11,557,976 6.62% 6.62%
Mandatum Henkivakuutusosakeyhtiö 8,284,187 4.75% 4.75%
Keskinäinen Eläkevakuutusyhtiö Ilmarinen 6,020,000 3.45% 3.45%
Keskinäinen Työeläkevakuutusyhtiö Elo 4,265,000 2.44% 2.44%
Keskinäinen Työeläkevakuutusyhtiö Varma 3,970,660 2.28% 2.28%
Valtion Eläkerahasto 3,900,000 2.23% 2.23%
Nordea Finnish Stars Fund 2,554,157 1.46% 1.46%
Op Fin Small Cap 2,248,120 1.29% 1.29%
Keskinäinen Vakuutusyhtiö Kaleva 1,967,073 1.13% 1.13%
Administrative register Shares % of shares % of votes
Skandinaviska Enskilda Banken 23,234,966 13.31% 13.31%
Citibank Europe Plc 4,194,690 2.40% 2.40%
Other registers 1,595,588 0.91% 0.91%
Other shareholders 145,501,700 83.37% 83.37%
Total 174,526,944 100.00% 100.00%
Own shares F-Secure Corporation
Total 174,526,944 100.00%
Ownership of management
Board of Directors Shares % of shares
Risto Siilasmaa 60,022,804 34.39%
Pertti Ervi 82,442 0.05%
Petra Teräsaho 6,871 0.00%
Thomas Jul 5,439 0.00%
Madeleine Lassoued 5,439 0.00%
Calvin Gan 1,813 0.00%
Total 60,124,808 34.45%
Executive team Shares % of shares
Antero Norkio 37,526 0.02%
Timo Laaksonen 13,450 0.01%
Perttu Tynkkynen 6,288 0.00%
Sari Somerkallio 2,298 0.00%
Mikko Kestilä 2,229 0.00%
Michal Iwan 639 0.00%
Dmitri Vellikok
Steven Offerein
Richard Larcombe
Kitta Virtavuo
Paul Palmer
TL Viswanathan
Toby White
Total 62,430 0.04%
Ownership of management
The Board of Directors owned a total of 60,124,808 shares on 31 December 2022. This
represents 34.45 percent of the Company’s shares and 34.45 percent of votes.
Shares and shareholders
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Calculation of key ratios
Key figure Definition
EBITDA EBIT + Depreciation, amortisation and impairment
EBITA EBIT + Amortisation and impairment
EBIT Result before taxes and net financial items
Adjusted EBITDA EBITDA before items affecting comparability
Adjusted EBITA EBITA before items affecting comparability
Adjusted EBIT EBIT before items affecting comparability
Items affecting comparability
Items affecting comparability are associated with
strategic reviews and cost related to listing
Operating expenses
Sales and marketing, research and development, and
administration expenses
Capital expenditure
Corresponds to the Statement of Cash Flows line item
Investments in intangible and tangible assets
Key figure Definition
Operating cash flow
Corresponds to the Statement of Cash Flows line item
Cash flow from operations
Net debt (+) / Net cash (–)
Interest-bearing liabilities – Interest-bearing
receivables – Cash and cash equivalents
Equity ratio, %
Total equity
× 100
Total assets
Cash conversion, %
(Adjusted EBITDA – Capital expenditure –/+ Change in
net working capital)
× 100
Adjusted EBITDA
Earnings per share, EUR
Profit attributable to equity holders of the company
Weighted average number of outstanding shares
Shareholders’ equity
per share, EUR
Equity attributable to equity holders of the company
Number of outstanding shares at the end of period
Gearing, %
(Interest-bearing liabilities – cash and bank)
× 100
Total equity
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Statement of comprehensive of income
EUR 1,000 Note 2022* Carve-out 2021
REVENUE (3) 111,017 106,250
Cost of revenue (7) –9,342 –8,806
GROSS MARGIN 101,675 97,444
Other operating income (4) 1,076 523
Sales and marketing (5, 6, 7) –29,857 –28,746
Research and development (5, 6, 7) –16,434 –16,891
Administration (5, 6, 7) –17,690 –8,831
EBIT 38,770 43,499
Financial income (9) 1,476 276
Financial expenses (9) –1,691 –208
PROFIT (LOSS) BEFORE TAXES 38,556 43,567
Income tax (10) –8,403 –9,148
RESULT FOR THE FINANCIAL YEAR 30,153 34,418
Other comprehensive income
Exchange difference on translation of foreign operations 79 75
COMPREHENSIVE INCOME FOR THE YEAR 30,233 34,493
Result of the financial year is attributable to:
Equity holders of the parent 30,153 34,418
Comprehensive income for the year is attributable to:
Equity holders of the parent 30,233 34,493
Earnings per share
– basic and diluted (11) 0.17 0.20
* Presented as a combination of carve-out financial information for 1 January – 30 June 2022 and consolidated financial
information for 1 July – 31 December 2022. Comparison period is presented on a carve-out basis. Refer to note 1 Basis of
preparation, accounting principles and carve-out principles.
Earnings per share is based on the average number of shares after Demerger and on the number of shares upon
formation of F-Secure on 30 June 2022 for all other periods.
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Statement of financial position
EUR 1,000 Note 2022 Carve-out 2021
ASSETS
NON-CURRENT ASSETS
Tangible assets (12) 154 28
Right-of-use assets (5, 12) 1,834 250
Intangible assets (12) 9,064 5,908
Deferred tax assets (20) 93 223
Interest-bearing receivables (14, 19) 3,693
Total non-current assets 14,838 6,409
CURRENT ASSETS
Inventories (13) 41 51
Accrued income (15) 1,651 1,285
Trade and other receivables (14, 15, 19) 23,040 19,105
Income tax receivables (15) 143
Receivable from WithSecure (14, 19) 12,099
Cash and cash equivalents (14, 19) 22,953
Total current assets 47,828 32,540
TOTAL ASSETS 62,667 38,949
EUR 1,000 Note 2022 Carve-out 2021
SHAREHOLDERS’ EQUITY AND LIABILITIES
SHAREHOLDER’S EQUITY (16)
Share capital 80
Translation differences –79
Reserve for invested unrestricted
equity 9,590
Retained earnings 15,213
Equity attributable to equity holders of the
parent 24,804
TOTAL INVESTED EQUITY (16) 9,546
NON-CURRENT LIABILITIES
Interest bearing liabilities, non-current (5, 18, 19) 6,381 109
Deferred tax liabilities (20) 528 227
Other non-current liabilities (21) 3,702 3,158
Total non-current liabilities 10,612 3,494
CURRENT LIABILITIES
Interest bearing liabilities, current (5, 18, 19) 957 136
Trade and other payables (19,21) 7,818 9,213
Income tax liabilities (21) 1,152
Other current liabilities (21) 17,324 16,560
Total current liabilities 27,251 25,909
TOTAL EQUITY AND LIABILITIES 62,667 38,949
The financial position is presented on an actuals basis for 2022 and on carve-out basis for 2021. Refer
to note 1 Basis of preparation, accounting principles and carve-out principles.
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Statement of cash flows
EUR 1,000 2022* Carve-out 2021
Cash flow from operations
Result for the financial year 30,153 34,418
Adjustments
Depreciation and amortization 1,976 1,524
Other adjustments 676 484
Financial income and expenses 214 –68
Income taxes 8,403 9,148
Cash flow from operations before change in
working capital 41,423 45,506
Change in net working capital
Current receivables, increase (–), decrease (+) 3,238 –1,810
Inventories, increase (–), decrease (+) 10 23
Non-interest bearing debt, increase (+),
decrease (–) –288 1,385
Cash flow from operations before financial items
and taxes 44,383 45,105
Interest expenses paid –63 –25
Interest income received 180 7
Other financial income and expenses –1,156 58
Income taxes paid –6,963 –9,020
Cash flow from operations 36,381 36,125
EUR 1,000 2022* Carve-out 2021
Cash flow from investments
Investments in intangible and tangible assets –4,635 –1,665
Proceeds from sale of intangible and tangible
assets 1 37
Other investments –4
Cash flow from investments –4,638 –1,628
Cash flow from financing activities
Increase in interest bearing liabilities 5,663
Increase in long term receivables –3,789
Repayments of lease liabilities –612 –225
Equity financing with WithSecure, net –10,068 –34,272
Cash flow from financing activities –8,806 –34,497
Change in cash 22,937
Cash and bank at the beginning of the period
Effects of exchange rate changes 16
Cash and bank at period end 22,953
* Presented as a combination of carve-out financial information for 1 January – 30 June 2022 and
consolidated financial information for 1 July – 31 December 2022. Comparison period is presented on a
carve-out basis. Refer to note 1 Basis of preparation, accounting principles and carve-out principles.
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Statement of changes in equity
Attributable to the owners of F-Secure
EUR 1,000 Note
Invested equity
and retained
earnings Share capital
Unrestricted
equity reserve
Retained
earnings
Translation
difference Total
Carve-out invested equity 31 December 2020 9,053 9,053
Result of the financial year 34,418 34,418
Translation difference 75 75
Total comprehensive income for the year 34,493 34,493
Cost of share based payments (17) 401 401
Equity transaction with WithSecure –34,402 –34,402
Carve-out invested equity 31 December 2021 9,546 9,546
Carve-out invested equity 31 December 2021 9,546 9,546
Result of the period 14,521 14,521
Translation difference –151 –151
Total comprehensive income for the period 14,370 14,370
Cost of share-based payments (17) –208 –208
Equity transactions with WithSecure –14,796 –14,796
Carve-out invested equity 30 June 2022 8,912 8,912
Demerger 30 June 2022 –8,912 80 9,590 –759 0
Result of the financial year 15,632 –79 15,553
Total comprehensive income for the year 15,632 –79 15,553
Cost of share-based payments (17) 339 339
Equity 31 December 2022 80 9,590 15,213 –79 24,804
Refer to note 1 Basis of preparation, accounting principles and carve-out principles, for details of the financial information prepared on an actual basis (financial position as at 31 December 2022), combining
actuals and carve-out figures for income statement 2022 and carve-out basis (all other financial information presented).
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
1. Basis of preparation, accounting
principles and carve-out principles
1.1 Basis of preparation
Background
Notes to the financial statements
Basis of preparation for the
consolidated financial statements
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
– Impairment testing: Intangible assets that are not
– Deferred tax assets from tax losses: The Group
– Expected credit losses: The allowance for expected
– Share-based payments: The Group’s share-based
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Financial statements F-Secure consolidated
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
EUR 1,000
FAS
30 June –
31December 2022
REVENUE (1) 53,391
Cost of revenue (4) –4,181
GROSS MARGIN 49,210
Other operating income (2) 1,090
Sales and marketing (3, 4) –14,759
Research and development (3, 4) –7, 8 7 3
Administration (3, 4) –13,670
EBIT 13,998
Financial income and expenses (6) 2,022
PROFIT (LOSS) BEFORE APPROPRIATIONS AND TAXES 16,020
Income taxes (7) –2,735
RESULT FOR THE FINANCIAL YEAR 13,285
Income statement 30 June–31 December 2022
Financial statements F-Secure Corporation
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
EUR 1,000 FAS 2022
ASSETS
NON-CURRENT ASSETS
Intangible assets (9) 9,064
Tangible assets (9) 61
Investments in group companies (9) 53
Total non-current assets 9,178
CURRENT ASSETS
Inventories (10) 41
Trade and other receivables (11) 24,219
Cash and bank accounts (12) 18,673
Total current assets 42,933
TOTAL ASSETS 52,110
EUR 1,000 FAS 2022
SHAREHOLDERS’ EQUITY AND LIABILITIES
SHAREHOLDERS’ EQUITY (13, 14)
Share capital 80
Reserve for invested unrestricted equity 9,590
Retained earnings
Profit for the financial year 13,285
Total shareholders’ equity 22,956
LIABILITIES
Long-term liabilities (16) 4,740
Short-term liabilities (16) 24,414
Total liabilities 29,155
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 52,110
Balance sheet 31 December 2022
Financial statements F-Secure Corporation
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Cash flow statement 30 June–31 December 2022
EUR 1,000
FAS
30 June –
31December 2022
Cash flow from operations
Result for the financial year 13,285
Adjustments
Depreciation and amortization 684
Other adjustments 1,594
Financial income and expenses –2,022
Income taxes 2,735
Cash flow from operations before change in working capital 16,276
Change in net working capital
Current receivables, increase (–), decrease (+) –26,154
Inventories, increase (–), decrease (+) –41
Non-interest bearing debt, increase (+), decrease (–) 29,008
Cash flow from operations before financial items and taxes 19,088
Interest expenses paid –1
Interest income received 36
Other financial income and expenses –251
Income taxes paid –2,636
Cash flow from operations 16,237
EUR 1,000
FAS
30 June –
31December 2022
Cash flow from investments
Investments in intangible and tangible assets –9,808
Acquisition of subsidiaries, –53
Dividends received 2,565
Cash flow from investments –7,296
Cash flow from financing activities
Increase in share capital 9,670
Cash flow from financing activities 9,670
Change in cash 18,611
Effect of exchange rate changes on cash 62
Cash and bank at the beginning of the period -
Cash and bank at period end 18,673
Financial statements F-Secure Corporation
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Basic information
F-Secure is a cybersecurity company who designs
and offers security and privacy products and services
to consumers to protect themselves against online
threats.
F-Secure Corporation is the parent company of
F-Secure Group, incorporated in Finland and domiciled
in Helsinki. F-Secure Corporation was established
through partial demerger on 30 June 2022 and the
accounting period is 30 June – 31 Dec 2022. In the
demerger F-Secure Corporation received assets and
liabilities from WithSecure Corporation on 30 June 2022.
Assets and liabilities were transferred with book values,
and the transferred net equity was 9,670 thousand
euro. Demerger plan, dated 17 February 2022, defines
further which assets and liabilities were transferred.
Company’s registered address is Tammasaarenkatu
7, 00180 Helsinki. Copy of consolidated financial
statements can be downloaded from www.f-secure.
com or can be received from the Company’s registered
address.
Accounting principles
The financial statement of F-Secure Corporation has
been prepared in accordance with Finnish Accounting
Standards (FAS).
Foreign currency translation
Foreign currency transactions are translated using
the exchange rates prevailing at the dates of the
transactions. On the reporting date, assets and
liabilities denominated in foreign currencies are
translated using the European Central Bank’s exchange
rates prevailing at that date. Exchange rate gains and
losses are recognized in financial items in the income
statement.
Revenue recognition
F-Secure provides a comprehensive range of endpoint
protection, privacy and password management
solutions, and security for all consumers’ connected
devices at home. Revenue derives from the sale of
security products through service provider and direct
consumer channels. The majority of revenue comes
from the sale of endpoint protection products through
the service provider partner channel, and F-Secure also
sells consumer products through various retail partners,
as well as F-Secure’s own web shop. The main products
are F-Secure Internet Security, F-Secure Sense,
F-Secure VPN, F-Secure ID Protection and F-Secure
Total. F-Secure Total combines Internet Security, VPN
and ID Protection in an all-in-one application that
provides complete security, privacy, and identity
protection on consumers’ personal devices.
Consumer products are treated as Security-as-a-
Service as they do not include a license of intellectual
property. Customers are provided with access to
continuously updated software. Revenue is accounted
for as a single performance obligation and recognized
over time on a straight-line basis for the contract
period. The typical length of a contract period is 12, 24,
or 36 months. Generally, the term between invoicing
and when payment is due is not significant. Advance
payment is customary for customer contracts via the
direct consumer channel.
Presentation of receivables and liabilities
from contracts with customers
Receivables from contracts with customers are
presented in the balance sheet as Accrued Income.
Liabilities from contracts with customers are presented
in the balance sheet as Deferred revenue and included
in Total non-current liabilities or Total current liabilities
depending on the duration of the liability.
Pensions
F-Secure’s pension arrangements are defined
contribution plans in accordance with local statutory
requirements. Contributions to defined contribution
plans are recognized in income statement in the
period to which the contributions relate. The Company
recognizes the disability commitment of TyEL pension
plan when disability appears.
Leases
Leases where the lessor retains substantially all
the risks and benefits of ownership of the asset
are classified as operating leases. Operating lease
payments are recognized as an expense in the income
statement on a straight-line basis over the lease term.
The Company has only operating leases.
Income taxes
Current income taxes are calculated in accordance
with the local tax and accounting rules.
Tangible and intangible assets
Intangible assets include intangible rights and software
licenses. Tangible and intangible assets are recorded
at historical cost less accumulated depreciation,
amortization, and possible impairment. Depreciation
and amortization is recorded on a straight-line basis
over the estimated useful life of an asset. The estimated
useful lives of tangible and intangible assets are as
follows:
Machinery and equipment 2–3 years
Capitalized development costs 3–5 years
Intangible rights 3–5 years
Intangible assets 3–5 years
Notes to the parent company Financial Statements
Financial statements F-Secure Corporation
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Ordinary repairs and maintenance costs are charged
to the income statement during the financial period in
which they are incurred. The cost of major renovations
is included in the assets’ carrying amount when it is
probable that the Company will derive future economic
benefits in excess of the originally assessed standard
or performance of the existing asset. Any gain or loss
arising on derecognition of the asset (calculated as the
difference between the net disposal proceeds and the
carrying amount of the asset) is included in the income
statement in the year the asset is derecognized.
Research and development expenditure
Research expenditure is recognized as an expense at
the time it is incurred. Development expenditures are
capitalized as intangible assets.
Inventories
Inventories are measured at the lower of cost and
net realizable value. Cost is determined by first-in
first-out method. Net realizable value is the estimated
selling price that is obtainable, less estimated costs of
completion and the estimated costs necessary to make
the sale.
Financial assets and liabilities
Cash and cash equivalents in the balance sheet
comprise cash at bank and in hand and other highly
liquid short-term investments.
F-Secure classifies loans from financial institutions,
trade payables and other payables as other financial
liabilities which are measured at amortized cost.
Financial liabilities are classified as current unless
F-Secure has unconditional right to postpone their
repayment by at least 12 months from the end date of
the reporting period.
Presentation of expenses
Classification of the functionally presented expenses
has been made by presenting direct expenses in their
respective functions.
Financial statements F-Secure Corporation
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
1. Revenue
EUR 1,000 FAS 2022
Geographical information
Nordic countries 19,832
Europe excl. Nordics 24,184
North America 6,914
Rest of the world 2,462
Total 53,391
2. Other operating income
EUR 1,000 FAS 2022
Government grants 181
Transition services 291
Other 618
Total 1,090
Government grants are recognized as income over those periods in which the
corresponding expenses arise. Other operating income includes e.g. subsidiary
recharges.
3. Depreciation and amortization
EUR 1,000 FAS 2022
Depreciation and amortization of non-current assets
Other intangible assets –4
Capitalized development –675
Intangible assets –679
Machinery and equipment –5
Tangible assets –5
Total depreciation and amortization –684
Depreciation and amortization by function
Sales and marketing –6
Research and development –678
Total depreciation and amortization –684
4. Personnel expenses
EUR 1,000 FAS 2022
Personnel expenses
Wages and salaries –6,814
Pension expenses –1,425
Other social expenses –254
Total –8,493
Compensation of key management personnel
Wages and other short-term employee benefits –897
Wages and other short-term employee benefits
Managing Director –180
Members of the Board of Directors –255
Wages and other short-term employee benefits of the Board of Directors and
Managing Director: see group disclosure 22. Related party disclosures.
The Managing Director’s retirement age and the determination of his pension
conform to the standard rules specified by Finland’s Employee Pension Act (TYEL).
The pension cost of the Managing Director during the period after demerger on 30
June 2022 was 45 thousand euro. The period of notice for the Managing Director is
six (6) months both ways and Managing Director is entitled to severance payment
equivalent of six (6) months’ salary.
FAS 2022
Average number of personnel 243
Personnel by function Dec 31
Delivery 36
Sales and marketing 34
Research and development 153
Administration 21
Total 244
Financial statements F-Secure Corporation
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
5. Audit fees
EUR 1,000 FAS 2022
Audit fees, PricewaterhouseCoopers –95
Total –95
6. Financial income and expenses
EUR 1,000 FAS 2022
Interest income 36
Interest expense –1
Other financial income 5
Dividends 2,565
Exchange gains and losses –430
Other financial expenses –153
Total 2,022
7. Income taxes
EUR 1,000 FAS 2022
Income tax for the year –2,735
Total –2,735
Result before appropriations and tax 16,020
8. Non-current assets
INTANGIBLE ASSETS TANGIBLE ASSETS
Other intangible
Capitalized
development
Incomplete
development
Advance
payments Total
Machinery &
equipment Other tangible Total
Acquisition cost Jun 30, 2022 3,898 2,346 134 6,378 9 9
Additions 588 2,359 413 3,361 28 33 60
Transfers 3,265 –3,265
Acquisition cost Dec 31, 2022 588 7,162 1,441 548 9,739 37 33 69
Acc. depreciation Jun 30, 2022
Depreciation for the period –675 –675 –5 –4 –9
Acc. depreciation Dec 31, 2022 –675 –675 –5 –4 –9
Book value as at June 30, 2022 3,898 2,346 134 6,378 9 9
Book value as at Dec 31, 2022 588 6,487 1,441 548 9,064 32 29 61
Financial statements F-Secure Corporation
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
9. Investments in group companies
Shares
in group
companies Total
Book value as at June 30 53 53
Book value as at Dec 31 53 53
Name
Country of
incorporation
Share of
ownership
(%)
Parent F-Secure Corporation, Helsinki Finland
F-Secure Data Oy, Helsinki Finland 100
F-Secure Inc., Palo Alto United States 100
F-Secure (UK) Ltd, Buckinghamshire United Kingdom 100
F-Secure GmbH, Munich Germany 100
F-Secure Pvt Ltd, Mumbai India 100
F-Secure Iberia SL, Barcelona Spain 100
10. Inventories
EUR 1,000 FAS 2022
Other inventories 41
11. Receivables
EUR 1,000 FAS 2022
Current receivables
Trade receivables 14,255
Other receivables 1,066
Prepaid expenses and accrued income 4,133
Total 19,454
Receivables from group companies
Trade receivables 3,798
Other receivables 967
Total 4,765
Current receivables total 24,219
Material items included in prepaid expenses and accrued income
Prepaid royalty 846
Grant receivables 52
Other prepaid expenses 1,738
Accrued income 1,497
Total 4,133
12. Cash and short-term deposits
EUR 1,000 FAS 2022
Cash at bank and in hand 18,673
13. Statement of changes in shareholders’ equity
Parent Company FAS
EUR 1,000 Share capital
Unrestricted
equity reserve
Retained
earnings Total equity
Equity Jun 30, 2022 80 9,590 9,670
Result of the financial year 13,285 13,285
Equity Dec 31, 2022 80 9,590 13,285 22,956
Financial statements F-Secure Corporation
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
14. Shareholders’ equity
Issued and fully paid
Number of shares Share capital
Unrestricted
equity reserve
Demerger 30.6.2022 174,526,944 80 9,590
31.12.2022 174,526,944 80 9,590
The share capital amounted to 80,000 euro was formed in the demerger on 30 June
2022.
The number of shares was 174,526,944 (no own shares) at the end of 2022.
A share has no nominal value. Accountable par value is EUR 0.01.
Distributable shareholders’ equity on December 31, 2022
EUR 1,000
Unrestricted equity reserve 9,590
Result of the financial year 13,285
Less capitalized development expense –7, 9 2 8
Distributable shareholders’ equity on December 31, 2022 14,947
15. Share-based payment transactions
See group disclosure 17. Share-based payment transactions.
16. Liabilities
EUR 1,000 FAS 2022
Non-current liabilities
Deferred revenues 3,541
Total 3,541
Liabilities to the group companies
Cashpool 1,199
Total 1,199
Total non-current liabilities 4,740
Current liabilities
Deferred revenues 16,856
Trade payables 1,563
Other liabilities 408
Accrued expenses 4,971
Total 23,797
Liabilities to the group companies
Trade payables 54
Other liabilities 563
Total 617
Total current liabilities 24,414
Material amounts shown under accruals and deferred income
Accrued personnel expenses 3,677
Accrued expenses 1,194
Accrued tax 99
Total 4,971
Financial statements F-Secure Corporation
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
17. Financial risk management objectives and policies
See Group disclosure 19. Financial assets and liabilities.
18. Operating lease commitments
The Group has commercial leases on office space and on motor vehicles. Leases
have an average life of two to three years with renewal terms included in the
contracts.
Future minimum rentals payable under non-cancellable operating leases as at 31
December are as follows:
As lessee
EUR 1,000 FAS 2022
Within one year 808
After one year but not more than five years 807
Total 1,615
Financial statements F-Secure Corporation
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Signatures of the Board of Directors
Helsinki, February 16, 2023
Pertti Ervi Risto Siilasmaa Madeleine Lassoued
Chair
Thomas Jul Petra Teräsaho Calvin Gan
Timo Laaksonen
Managing director
Auditors’ note
Our auditors’ report has been issued today.
Helsinki, February 16, 2023
PricewaterhouseCoopers Oy
Authorized Public Accountants
Janne Rajalahti
Authorized Public Accountant
Financial statements F-Secure Corporation
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
To the Annual General Meeting of F-Secure Oyj
Report on the Audit of the Financial Statements
Opinion
In our opinion
– the consolidated financial statements give a true and fair view of the group’s
financial position and financial performance and cash flows in accordance with
International Financial Reporting Standards (IFRS) as adopted by the EU
– the financial statements give a true and fair view of the parent company’s financial
performance and financial position in accordance with the laws and regulations
governing the preparation of the financial statements in Finland and comply with
statutory requirements.
Our opinion is consistent with the additional report to the Audit Committee.
What we have audited
We have audited the financial statements of F-Secure Oyj (business identity code
3269349-7) for the year ended 31 December 2022. The financial statements comprise:
– statement of financial position 31 December 2022, the statement of comprehen-
sive income, statement of cash flows, statement of changes in equity and notes,
inc
luding a summary of significant accounting policies for the period 1 January – 31
December 2022.
– balance sheet 31 December 2022, the parent company’s income statement, cash
flow statement and notes for the period 30 June – 31 December 2022.
Basis for Opinion
We conducted our audit in accordance with good auditing practice in Finland. Our
responsibilities under good auditing practice are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We are independent of the parent company and of the group companies in
accordance with the ethical requirements that are applicable in Finland and are
relevant to our audit, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
To the best of our knowledge and belief, the non-audit services that we have provided
to the parent company and to the group companies are in accordance with the
applicable law and regulations in Finland and we have not provided non-audit
services that are prohibited under Article 5(1) of Regulation (EU) No 537/2014. The
non-audit services that we have provided are disclosed in note 8 to the Financial
Statements.
Emphasis of Matter – Basis of preparation
We draw attention to the fact that, as described in F-Secure’s consolidated financial
statements note 1.1 Basis of preparation section Basis of preparation for the
consolidated financial statements, the financial statements have been prepared on
a consolidated and carve-out basis. Until 30 June 2022 the financial statements have
been presented on a carve-out basis and following the formation of the legal group on
1 July 2022, the financial statements have been prepared on a consolidated basis. Our
opinion is not modified in respect of this matter.
Our Audit Approach
Overview
– Overall group materiality: €1,100,000, which represents
approximately 3% profit before taxes
– Audit scope: We have audited parent company and we have
performed audit procedures related to one subsidiary. In
addition, we have performed group level analytical proce-
dures to assess unusual movements across all entities.
– Capitalization of R&D costs
– Revenue recognition
– Accounting for the transferred assets and liabilities of
WithSecure corporation in the receiving parent company
Auditor’s Report
(Translation of the Finnish Original)
Materiality
Group
scoping
Key audit
matters
Auditor’s report
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
As part of designing our audit, we determined materiality and assessed the risks
of material misstatement in the financial statements. In particular, we considered
where management made subjective judgements; for example, in respect of
significant accounting estimates that involved making assumptions and considering
future events that are inherently uncertain.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is
designed to obtain reasonable assurance whether the financial statements are free
from material misstatement. Misstatements may arise due to fraud or error. They are
considered material if individually or in aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of the financial
statements.
Based on our professional judgement, we determined certain quantitative
thresholds for materiality, including the overall group materiality for the consolidated
financial statements as set out in the table below. These, together with qualitative
considerations, helped us to determine the scope of our audit and the nature, timing
and extent of our audit procedures and to evaluate the effect of misstatements on the
financial statements as a whole.
Overall group materiality €1,100,000
How we determined it Approximately 3% of profit before taxes
Rationale for the materiality
benchmark applied
We chose profit before tax as the benchmark because,
in our view, the performance of the Group is most
commonly measured by using this criteria, and it is a
generally accepted benchmark. We chose 3% which is
within the range of acceptable quantitative materiality
thresholds in auditing standards.
How we tailored our group audit scope
We tailored the scope of our audit, taking into account the structure of the Group, the
industry in which the Group operates and the accounting processes and controls.
Group operates globally through several legal entities. Group’s sales are mainly
generated by the parent company and we have audited the parent company as
part of our audit of the consolidated financial statements. In addition, we have
performed audit procedures related to one subsidiary. We have considered that the
remaining subsidiaries don’t present a reasonable risk of material misstatement
for consolidated financial statements and thus our procedures have been limited to
targeted audit procedures over significant balances and to analytical procedures
performed at Group level.
By performing the procedures above at legal entities, combined with additional
procedures at the Group level, we have obtained sufficient and appropriate evidence
regarding the financial information of the Group as a whole to provide a basis for our
opinion on the consolidated financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These
matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.
As in all of our audits, we also addressed the risk of management override of internal
controls, including among other matters consideration of whether there was
evidence of bias that represented a risk of material misstatement due to fraud.
Auditor’s report
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Key audit matter in the audit of the group How our audit addressed the key audit matter
Capitalization of R&D costs
Refer to accounting principles and note 12 for the consolidated financial
statements.
F-Secure has focused on strengthening research and development activities to
develop new products and product amendments for consumer customers.
Capitalization of R&D costs requires use of judgment as capitalization requires
estimating technical and economical feasibility of the product developed. In
addition, there is judgement involved in assessing recoverability of capitalized
R&D costs as future cash flows generated by these intangible assets needs to be
estimated.
Due to materiality and judgment associated with capitalization of R&D costs, we
have considered capitalization of R&D as key audit matter in the audit of the Group.
We assessed appropriateness of the company’s R&D capitalization policy.
We evaluated the design of controls over R&D capitalization.
We assessed whether capitalization criteria for R&D projects are met.
We tested a sample of costs capitalized during the year.
We evaluated the relevant assumptions used in the impairment testing of
intangible assets, focusing on the reasonableness of the forecasted economic
information.
Revenue recognition
Refer to note 3 to the consolidated financial statements for the related disclosures.
The majority of revenue comes from the sale of endpoint protection products
through partner channel, and F-Secure also sells consumer products through
various retail partners, as well as F-Secure’s own web shop.
Consumer products are treated as Security-as-a-Service and customers are
provided with access to continuously updated software. Revenue is accounted
for as a single performance obligation and recognised over time on a straight-line
basis for the contract period.
In partner channels sales through operators most of the sales are usage-based
and revenue recognised based on usage reports, but there are also fixed price
operator agreements. The terms of these agreements may vary significantly and
their revenue recognition is therefore defined case-by-case.
Revenue recognition is considered as key audit matter in the audit of the Group
based on high volume of transactions, materiality and because revenue is a key
financial performance measure for the Group.
We evaluated the design of the company’s revenue recognition process.
We tested a sample of revenue recognized during the year.
We tested deferred revenue on a sample basis to assess appropriateness of
revenue recognition.
We tested a sample of fixed priced agreements.
Auditor’s report
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Key audit matter in the audit of the parent company How our audit addressed the key audit matter
Accounting for the transferred assets and liabilities of
WithSecure corporation in the receiving parent company
Refer to the notes to the parent company Financial Statements.
In the partial demerger of WithSecure Corporation, the assets and liabilities of
Consumer business were transferred into the receiving F-Secure Corporation
by using carrying values as of 30 June 2021. The total book value of net assets
transferred amounted to 9.7 million euro.
The accounting for the transfer in the receiving parent company was considered
a key audit matter because the transferred assets and liabilities had significant
impact on the equity and balance sheet of F-Secure Corporation.
Our audit procedures in respect of the accounting for the transferred assets and
liabilities included, among others:
– assessing the partial demerger against the Limited Liability Act and the
demerger plan
– evaluation of the appropriateness of the transferred assets and liabilities by
comparing them to the demerger plan
– testing of the carrying amounts of transferred assets and liabilities by
comparing the balances in the receiving entity to the balances in the demerging
entity.
There are no significant risks of material misstatement referred to in Article 10(2c) of Regulation (EU) No 537/2014 with respect to the consolidated financial statements or the
parent company financial statements.
Responsibilities of the Board of Directors and the
Managing Director for the Financial Statements
The Board of Directors and the Managing Director are responsible for the preparation
of consolidated financial statements that give a true and fair view in accordance
with International Financial Reporting Standards (IFRS) as adopted by the EU, and of
financial statements that give a true and fair view in accordance with the laws and
regulations governing the preparation of financial statements in Finland and comply
with statutory requirements. The Board of Directors and the Managing Director are
also responsible for such internal control as they determine is necessary to enable
the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Board of Directors and the Managing
Director are responsible for assessing the parent company’s and the group’s ability
to continue as a going concern, disclosing, as applicable, matters relating to going
concern and using the going concern basis of accounting. The financial statements
are prepared using the going concern basis of accounting unless there is an intention
to liquidate the parent company or the group or to cease operations, or there is no
realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a guarantee that an audit
conducted in accordance with good auditing practice will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these
financial statements.
As part of an audit in accordance with good auditing practice, we exercise
professional judgment and maintain professional skepticism throughout the audit.
We also:
– Identify and assess the risks of material misstatement of the financial statements,
whether due to fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide
a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collu
-
sion, forgery, intentional omissions, misrepresentations, or the override of internal
cont
rol.
– Obtain an understanding of internal control relevant to the audit in order to
design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the parent company’s or
the group’s internal control.
– Evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by management.
Auditor’s report
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
– Conclude on the appropriateness of the Board of Directors’ and the Managing
Director’s use of the going concern basis of accounting and based on the audit
evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the parent company’s or the group’s
ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause
the parent company or the group to cease to continue as a going concern.
– Evaluate the overall presentation, structure and content of the financial state
-
ments, including the disclosures, and whether the financial statements represent
t
he underlying transactions and events so that the financial statements give a true
and fair view.
– Obtain sufficient appropriate audit evidence regarding the financial information
of the entities or business activities within the group to express an opinion on the
consolidated financial statements. We are responsible for the direction, super-
vision and performance of the group audit. We remain solely responsible for our
audit opinion.
We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify during our
audit.
We also provide those charged with governance with a statement that we have
complied with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we
determine those matters that were of most significance in the audit of the financial
statements of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
Other Reporting Requirements
Appointment
We were first appointed as auditors by the annual general meeting on 31 May 2022.
Other Information
The Board of Directors and the Managing Director are responsible for the other
information. The other information comprises the report of the Board of Directors
and the information included in the Annual Report, but does not include the financial
statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information.
In connection with our audit of the financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in
the audit, or otherwise appears to be materially misstated. With respect to the report
of the Board of Directors, our responsibility also includes considering whether the
report of the Board of Directors has been prepared in accordance with the applicable
laws and regulations.
In our opinion
– the information in the report of the Board of Directors is consistent with the infor
-
mation in the financial statements
– the report of the Board of Directors has been prepared in accordance with the
applicable laws and regulations.
If, based on the work we have performed, we conclude that there is a material
misstatement of the other information, we are required to report that fact. We have
nothing to report in this regard.
Helsinki 16 February 2023
PricewaterhouseCoopers Oy
Authorised Public Accountants
Janne Rajalahti
Authorised Public Accountant (KHT)
Auditor’s report
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Contact information
Information for shareholders
Financial calendar
During the year 2023, F-Secure Corporation will publish financial information as
follows:
•
Interim Report for January-March 2023, Wednesday, 26 April 2023
•
Half-Year Financial Report for January–June 2023, Thursday, 20 July 2023
•
Interim Report for January–September 2023, Wednesday, 25 October 2023
Annual General Meeting 2023
The Annual General Meeting of F-Secure Corporation is planned to be held on 23
March 2023. The Board of Directors will convene the meeting.
Sari Somerkallio
Chief Financial Officer
investor.relations@f-secure.com
+358 40 356 9251
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Corporate Governance
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
The General Meeting is normally held once a year as
an Annual General Meeting (AGM). The AGM decides
on matters stipulated by the Articles of Association and
the Finnish Companies Act, including:
– adoption of the Financial Statements
– distribution of profit for the year
– discharging the members of the Board of Directors
and the President and CEO from liability
– selection of members of the Board
– the decision on the remuneration of the Board
members
– approval of the Remuneration Policy and the
Remuneration Report
– election of the auditor and the decision on the
auditor’s remuneration, and
– other proposals submitted to General Meeting
Each share carries one vote in the General Meeting.
A shareholder may propose items to be included on
the agenda provided they are within the authority of
the General Meeting, and the Board of Directors has
received the request in advance in accordance with the
set schedule. The invitation to the AGM is published as
a stock exchange release and is made available on the
company’s website.
2022:
As F-Secure was created on 30 June 2022 as a result
of the partial de-merger of WithSecure Corporation,
no AGM of the company has yet been held. The first
AGM of the company is scheduled to be held on
23 March 2023 at the company’s headquarters in
Helsinki.
Auditors
ExternaI control Internal control
General meeting of shareholders
CEO
Leadership team
Board of Directors
Audit Committee
Internal controls and
processes
Risk management
Corporate Governance
at F-Secure
F-Secure 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
corporate governance statement (later simply referred
to as ’statement’) has been prepared in accordance
with the Finnish Corporate Governance Code 2020
(publicly available at http://cgfinland.fi/en/) issued by the
Securities Market Association of Finland.
Up-to-date information about F-Secure corporate
governance is available on the company’s investor
website at https://investors.f-secure.com/en. This state
-
ment is issued separately from the Board of Directors’
r
eport, and is also available on the investor website, as
well as is included in the 2022 Annual Report.
F-Secure was created by partial demerger of
WithSecure Corporation, whereby the consumer
security business was separated into an independent,
new legal entity. The partial demerger was completed
on 30th June 2022. Trading with the shares of new
F-Secure Corporation commenced on 1st July 2022. All
figures and data presented in this statement reflect
the time since establishment of F-Secure until 31st
December 2022 (said date included), except where
otherwise expressly indicated otherwise.
Governing bodies
The highest decision-making body in F-Secure 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
F-Secure 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.
General Meeting of Shareholders
Under the Finnish Companies Act, shareholders
exercise their decision-making power at the General
Meeting.
F-Secure Corporate Governance Statement 2022
Corporate Governance Statement
Corporate Governance
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Board of Directors
The Board of Directors is responsible for the admin-
istration of F-Secure Corporation and appropriate
or
ganization 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 F-Secure, overseeing its
operations and annual budgets
– appointing and dismissing the President and 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 neces
-
sary and according to the Board Charter at least five
times during its term. The Boar
d 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 Chair’s vote is decisive.
In accordance with F-Secure’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 end of
subsequent AGM. The Board of Directors represents all
shareholders.
Diversity is an essential part of F-Secure success.
According to Diversity Principles established by the
Board of Directors, an optimal mix of diverse back
-
grounds, expertise and experience strengthens the
Boar
d’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 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. Calvin
Gan was appointed to the Board of Directors from
among the employees in 2022. The proposal in 2022
was based on an earlier election held by WithSecure
Corporation due to the timeline for incorporating
F-Secure Corporation as separate legal entity through
a partial demerger of WithSecure Corporation. 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.
Members of the Board of Directors and the Audit Committee
Members Independence of the company
Independence of
major shareholders
Board of Directors
(meeting attendance)
Audit Committee
(meeting attendance)
Pertti Ervi Yes Yes Chair (18/18) Member (4/4)
Petra Teräsaho Yes Yes Member (18/18) Chair (4/4)
Risto Siilasmaa Yes No
1)
Member (17/18) Member (4/4)
Thomas Jul Yes Yes Member (18/18)
Madeleine Lassoued Yes Yes Member (18/18)
Calvin Gan No
2)
Yes Member (15/18)
1)
Risto Siilasmaa is the founder of F-Secure and on 31 December 2022 owned 34.39% of F-Secure shares.
2)
Calvin Gan was elected from among F-Secure personnel, according to the process described below in 2022.
Corporate Governance
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
The Audit Committee monitors and evaluates risk
management, internal controls, IT strategy and prac-
tices, financial reporting as well as auditing. The Audit
Committee also pr
epares a proposal for the election
of an auditor to the Board of Directors and regularly
considers the need for a separate internal audit func
-
tion. Members of the Audit Committee must have broad
b
usiness 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 majority of members of the Audit Committee
shall be independent of the company and at least
one member shall be independent of the company’s
significant shareholders. The Audit Committee invites
experts to its meetings when necessary for the issues to
be discussed. External auditors are permanent invitees
to the meetings of the Audit Committee. 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 Chair of the Committee.
Members of the Audit Committee are listed in the table
above.
President and CEO
The Board of Directors appoints and may dismiss the
President and CEO and decides upon the President and
CEO’s remuneration and other benefits in accordance
with the Remuneration Policy. 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 Finnish Companies
Act
2022:
Timo Laaksonen has been F-Secure President and
President and CEO since 30 June 2022.
The biographical details of the President and CEO
including the President and CEO’s shareholdings are
specified at the end of this statement. The remunera
-
tion of the President and CEO is specified in F-Secure
Remuneration Policy and Report.
Leadership Team
The Leadership Team supports the President and CEO
in the daily operative management of the company.
2022:
Current information on the F-Secure Leadership
Team can be found on our website: https://investors.f-
secure.com/en/investors/corporate_governance/
leadership_team.
For descriptions of all members of the Leadership
Team during 2022 and their roles, respective
membership periods and shareholdings, see the end
of this statement.
The majority of Board members are independent from
the company and from its major shareholders. For a
detailed description of the members of the Board of
Directors and their shareholdings see the end of this
statement.
Before the partial demerger of WithSecure was
completed, Mr. Pertti Ervi had been instructed to
organize the work of F-Secure Board of Directors
as if F-Secure already existed as an independent
company, for the period until the term of office of its
Board members formally commenced pursuant
to the demerger plan and the Finnish Companies
Act (“Shadow Board”). The powers of the Shadow
Board were subject to the limitations arising from
both the demerger plan and the Finnish Companies
Act. The Board of Directors of F-Secure was formally
established and elected by the extraordinary meeting
of WithSecure (the demerging company), held on 31
May 2022.
2022:
In 2022 the Board of Directors convened 18 times
(out of which 6 times as “Shadow Board”) and Audit
Committee convened 4 times (out of which once as
“Shadow Audit Committee”).
Audit Committee
In 2022, the Board established one committee, i.e.
Audit Committee. The Board of Directors appoints
from among itself the members and the Chair of the
Audit Committee. The Audit Committee must have at
least three members. The Board of Directors confirms
the main duties and operating principles of the Audit
Committee.
Corporate Governance
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Internal control and
riskmanagement
Risk management
Risk management and internal control processes at
F-Secure seek to ensure that risks related to the busi-
ness operations of the company are properly identified,
e
valuated, monitored, mitigated and reported in compli-
ance with the applicable regulations.
F
-Secure 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 F-Secure risk
management process. The President and CEO is
accountable for ensuring that the risk management
principles are implemented and applied constantly and
consistently across the organization, supported by the
Corporate Development function.
The primary goal of F-Secure risk management prin
-
ciples is to empower the organization to identify and
manage risk
s more effectively. The potential negative
impact and probability of different situations arising
from business operations of the company, its markets,
its customers, or its partners are monitored as part of
the risk management process.
F-Secure promotes continuous risk evaluation by the
company’s personnel. The relevant operational risks
identified through the risk management process are
regularly reviewed by the President and CEO and
Leadership Team and the company’s statutory auditor.
Risk Management is an integrated part of F-Secure’s
governance and management, and the risk manage
-
ment process is aligned with the ISO-31000:2018
guide
lines. The Audit Committee regularly evaluates
the effectiveness of the risk management system.
Internal control
The purpose of Internal Control is to ensure that opera-
tions are effective and aligned with the strategy, and
t
hat financial reporting and management information
is reliable and in compliance with applicable regula-
tions and operating principles.
Internal cont
rol 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.
The company constantly monitors its key financial
processes linked to sales, revenue, costs and profit
-
ability as well as incoming and outgoing payment
t
ransactions. 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,
led by the CFO, works in close cooperation with busi
-
nesses, providing relevant data for business planning
p
urposes 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 across the
company. Related controls are also tested from time to
time. The guidelines and policies are coordinated by the
company’s finance team with active involvement by
the legal team.
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 manage
-
ment team has frequent meetings with the auditors.
The auditors also par
ticipate in the meetings of the
Audit Committee as permanent invitees.
The company has taken into use a Whistleblowing
Channel for employees and other stakeholders to
report any possibly corrupt, illegal, or other undesirable
conduct.
Related party transactions
The Audit Committee defines the principles for moni-
toring and assessing F-Secure related party transac-
tions. The definition of the related parties is based on
IA
S 24 standard. F-Secure collects information about its
related parties on regular basis. The Board of Directors
decides on related party transactions that are not
conducted in the ordinary course of business of the
company or are not implemented under arm’s-length
terms. Related party transactions are disclosed as part
Corporate Governance
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
of financial statements according to the applicable
legislation.
Insider management
F-Secure 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. F-Secure has established its own insider policy
to complement the regulation and guidelines above.
F-Secure 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 publica
-
tion of an interim financial report or a year-end report
shall be subject to a t
hirty (30) day trading restriction
prior to publication of such report.
In addition, F-Secure 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 F-Secure share or other financial instruments, and
which have been subject to delaying of disclosure in
accordance with MAR.
F-Secure 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
comprise the Board of Directors, the President and CEO
and other members of the Leadership Team. These
persons have a duty to notify F-Secure and the Finnish
Financial Supervisory Authority of every transaction in
their own account relating to Financial Instruments of
F-Secure within three business days (after a cumulative
threshold of EUR 5,000 per annum). The company
publishes these notifications as stock exchange
releases, as specified by MAR. All releases published on
managers’ transactions are available on the company’s
website.
Auditors
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 finan
-
cial statements and accounting. The auditor reports to
t
he Board of Directors or the Audit Committee at least
once a year.
2022:
F-Secure has been audited by
PricewaterhouseCoopers with Janne Rajalahti,
Authorized Public Accountant, as the responsible
auditor.
F-Secure paid the auditor EUR 103 thousand in audit
fees after the demerger.
Corporate Governance
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Key positions of trust
WithSecure, member of the Board of Directors since 2003, Chair of the Board
(2004–2006) and Chair of the Audit Committee (2008–2022)
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
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
Previously Chair/Board member of several listed and growth companies, including
several Audit Committee chair positions
Primary working experience
Computer 2000 AG, Co-CEO and member of the Executive Board between
1995 and 2000
Comp
uter 2000 Finland Corporation, Co-founder and CEO in 1983-1995
Education
Mr. Ervi holds a Bachelor of Science degree in electronics and several
managementstudies
Holdings: number of shares 82,442, holding 0.05%
Board of Directors
Pertti Ervi, born 1957
Chair of the Board since 2022
Member of the Board’s Audit Committee since 2022
Finnish citizen
Main occupation: Independent management
consultant and a professional board member
Risto Siilasmaa, born 1966
Board member since 2022
Member of the Board’s Audit Committee since 2022
Finnish citizen
Key positions of trust
WithSecure, 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, member 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 2007 and 2010 and 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)
Primary working experience
F-Secure and WithSecure, Founder and CEO of WithSecure 1988–2006
First Fellow Partners, Founding Partner and the Chair of the Board of Directors since 2016
Nokia Corporation, interim CEO 2013–2014
Education
Mr. Siilasmaa holds a Master of Science degree in engineering
Holdings: number of shares 60,022,804, holding 34.39%
Corporate Governance
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
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, Head of
the Customer Unit in Central Europe between 2012 and 2014 and President of Ericsson
Austria GmbH between 2012 and 2013
Nokia Siemens Networks, Head of West Europe between 2011 and 2012, Head of the
Global Customer Business Team Deutsche Telekom between 2009 and 2011, CEO of
the Danish Branch between 2007 and 2010 and Head of Nordics between 2006 and
2009
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
Holdings: number of shares 5,439, holding 0.00%
Thomas Jul, born 1967
Board member since 2022
Danish citizen
Main occupation: CEO of Inpay
Madeleine Lassoued, born 1990
Board member since 2022
Swedish citizen
Main occupation: Head of Marketing at
Volvo On Demand
K
ey positions of trust
NEWS Group AB, member of the Board of Directors since 2021 and 2022
Primary working experience
Coupleness, Investor and Marketing & Growth Advisor since 2021
Plansmaid, Co-founder
Bisnode, Head of Digital Marketing (2017–2019) and as a Digital Marketing Team
Leader (2016–2017)
BannerFlow, various positions
Education
Ms. Lassoued holds a Master of Business Administration degree in International
Economics and a Bachelor of Business Administration degree in International
Marketing
Holdings: number of shares 5,439, holding 0.00%
Corporate Governance
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Key positions of trust
Paulig Group, member of the Board of Directors since 2020, and Chair of Audit
Committee
Primary working experience
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
Education
Ms. Teräsaho holds a Master of Science in Accounting and Finance
Holdings: number of shares 6,871, holding 0.00%
Petra Teräsaho, born 1966
Board member since 2022
Chair of the Board’s Audit Committee since 2022
Finnish citizen
Main occupation: CFO at Valmet Automotive
(starting during Q1 2023)
Calvin Gan, born 1988
Board member since 2022
Malaysian citizen
Main occupation: F-Secure, Senior Manager
Primary working experience
F-Secure, Manager between 2017 and 2020,
F-Secure, Security Vulnerability Expert between 2014 and 2017
F-Secure, Team Lead between 2013 and 2014
F-Secure, Malware Analyst between 2010 and 2013
Education
Mr. Gan holds a Bachelor of Science degree in Computing, Cyber Security
Holdings: number of shares 1,813, holding 0.00%
Corporate Governance
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Leadership team
Primary working experience
WithSecure, Executive Vice President of Consumer
Security, and various other positions since 2012
Tecnotree Corporation, Chief Commercial Officer
between 2010 and 2012
Xtract, CEO between 2008 and 2010
First Hop, CEO between 2001 and 2008
Sonera SmartTrust, Executive Vice President between
1998 and 2001
Teamware Group Ltd, Vice President between 1993 and
1998
ICL Travel Systems, Marketing Manager between 1992
and 1993
Key positions of trust
Finnish American Chamber of Commerce in New York,
member of the Board of between 2018 and 2019
Broadband Multimedia Marketing Association (USA),
a member of the Board of Directors between 2018 and
2019
Kvalion Ltd, member of the Board of Directors between
2008 and 2011
Education
Mr. Laaksonen holds a Master of Science degree in
Economics (international marketing and international
trade law).
Holdings: number of shares 13,450, holding 0.01%
Timo Laaksonen
born 1961
P
resident and Chief
Executive Officer since
2022
Finnish citizen
Antero Norkio
born 1972
S
enior Vice President,
Corporate Development
since 2022
Finnish citizen
Primary working experience
WithSecure, Vice President Product Management
(Consumer Business), and various other positions since
2011
Airwide Solutions, Head of Global Channel Partners and
Director of Product Management between 2002 and
2011 (including the acquisition of First Hop 2007)
Taika Technologies Oy, Vice President of Product
Management 2001 and 2002
Sonera SmartTrust, Director of Product Management
between 1997 and 2001
Education
Mr. Norkio holds a Master of Science degree in
Industrial Engineering and Management (Strategy and
International Business).
Holdings: number of shares 37,526, holding 0.02%
Paul Palmer
born 1967
S
enior Vice President,
Partner Business since
2022
British citizen
Primary working experience
WithSecure, Vice President of Service Provider Business
and various other positions since 2014
Bubbly, Vice President of Global Sales between 2011 and
2014
Adaptivemobile, Vice President of Sales APAC between
2009 and 2011
Ubiquisys, Business Development Director in the Asia
Pacific region in between 2008 and 2009
mFormation Technologies, Regional Director in Asia
between 2006 and 2008, as a Strategic Account
Director between 2004 and 2006
Sonera SmartTrust, Director of Pre Sales in Europe,
Middle East and Africa between 2002 and 2004
Lucent Technologies, Manager of GSM/3G Pre Sales-
Technical Support between 1998 and 2002
Bridge This Gap, Director since 2019
Key positions of trust
Mobile Ecosystem Forum, member of the Board of
Directors between 2015 and 2017
Education
Mr. Palmer holds a Bachelor of Science degree in
Electronics and Computing
Holdings: number of shares 0, holding 0.00%
Corporate Governance
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Toby White
born 1977
Chief T
echnology Officer
since 2022
British/Finnish
dual citizen
P
rimary working experience
WithSecure, Vice President of Consumer Security in
Research and Development since 2020
Wärtsilä, Vice President of Digital Engineering between
2017 and 2020
GlobalData Plc, Group CTO between 2014 and 2017
Timetric, Founder and CTO between 2008 and 2016
Met Office, Unified Model System Developer in 2003
Cambridge University Chemical Laboratory, Research
Associate between 2002 and 2003
Education
Dr. White holds a Master of Chemistry degree in
Chemistry and a Doctor of Philosophy degree in
Theoretical Chemistry.
Holdings: number of shares 0, holding 0.00%
Sari Somerkallio
born 1972
Chief Financial Of
ficer
since 2022
Finnish citizen
Primary working experience
WithSecure, Head of Finance in Consumer Security
since February 2022
Fiskars Group, Vice President of Business Finance
between 2020 and 2021
Fiskars Group, Senior Vice President of Finance &
Business Development between 2019 and 2020
Fiskars Group, Manager of Development Projects
between 2009 and 2011
Wärtsilä Corporation, Project Manager and Process
Manager between 2002 and 2008
Wärtsilä Corporation, Investor Relations Manager
between 1999 and 2002
Merita Stockbrokers, Analyst between 1997 and 1999
Interbank, Analyst between 1996 and 1997
Education
Ms. Somerkallio holds a Master of Science degree
in Mathematics and a Master of Science degree in
economics (Finance).
Holdings: number of shares 2,298, holding 0.00%
Kitta Virtavuo
born 1972
Chief P
eople & Culture
Officer since 2022
Finnish citizen
Primary working experience
Fiskars Group, Vice President of HR, Sales between
2020–2021
Fiskars Group, Vice President of HR, Living Business
between 2017 and 2020
Fiskars Group, HR Director of Business Region Europe
between 2016 and 2017
Nokia Corporation and Nokia Siemens Networks,
various international HR leadership positions between
1999 and 2016
Education
Ms. Virtavuo holds a Bachelor of Business
Administration degree in Business Management and
Marketing.
Holdings: number of shares 0, holding 0.00%
Corporate Governance
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Primary working experience
WithSecure, Vice President of Global Marketing
between 2019 and 2021
ismybillfair.com, co-founder and Chief Marketing Officer
between 2017 and 2019
Tesco Bank, Brand and Marketing Director between
2015 and 2017
Virgin Media, Chief Marketing Officer and Director of
Advertising and Sponsorship between 2010 and 2015
The Times, Sunday Times and Times Online, Head of
Marketing between 2004 and 2010
AMV BBDO, Account Director between 1998 and 2004
Grey, Account Director between 1996 and 1998
Education
Mr. Larcombe holds a degree in Psychology (BA Hons)
Holdings: number of shares 0, holding 0.00%
Richard
Larcombe
born 1974
Chief M
arketing Officer
since 2022
British citizen
Perttu Tynkkynen
born 1974
S
enior Vice President,
Direct Business
since 2022
Finnish citiz
en
Primary working experience
WithSecure, Vice President of Global Consumer Sales
and Marketing since 2015
WithSecure, Director of Direct Consumer Business
between 2011 and 2015
WithSecure, Business Manager of Consumer Sales in
Finland between 2008 and 2011
Logitech, Region Sales Manager between 2005 and
2008
PC-SuperStore, various roles between 1997 and 2005
Education
Mr. Tynkkynen holds a Bachelor of Science degree in
Business Administration
Holdings: number of shares 6,288, holding 0.00%
Mikko Kestilä
born 1967
Vice P
resident,
Operations
since 2022
Finnish citiz
en
Primary working experience
WithSecure, different positions since 2016
Synchronoss Technologies, Director in Product
Management between 2015 and 2016
WithSecure, Director Services between 2014 and 2015
Goodmill Systems Ltd, Vice President Between 2012 and
2014
Xtract Oy, Vice President of Customer Operations
between 2009 and 2012
Airwide Solutions, Vice President of Professional
Services and R&D between 2008 and 2009
First Hop, Vice President and Manager between 2004
and 2008
Tellabs, several roles between 1994 and 2004
Nokia Corporation, Project Manager and Software
Engineer between 1990 and 1994
Education
Mr. Kestilä holds a Master of Science degree in
electrical engineering.
Holdings: number of shares 2,229, holding 0.00%
Corporate Governance
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Primary working experience
WithSecure, Business Development Manager between
2020 and 2021
TalkTalk, Head of Product Management between 2018
and 2019 and in various product management roles
between 2014 and 2018
New Motion, Product Manager between 2013 and 2014
VodafoneZiggo, Product Manager between 2010 and
2013
@home (previously Essent Kabelcom), Business Analyst
between 2008 and 2010, Information and Business
Analyst between 2006 and 2008
Education
Mr. Offerein has studied Management Sciences.
Holdings: number of shares 0, holding 0.00%
Steven Offerein
born 1986
Vice P
resident, Portfolio
Management
since 2022
Dutc
h citizen
Michal Iwan
born 1976
Vice P
resident, Security
Suite Business Team
since 2022
Polish citizen
Primary working experience
WithSecure, Regional Vice President of Service Provider
Business in Central & Eastern Europe since 2020
WithSecure, Head of Region of Operator Sales in DAHC,
Iberia, Italy, Poland and Balkans between 2015 and 2020
WithSecure, Country Manager in Poland between 2006
and 2015
WithSecure, Channel Manager in Poland between 2005
and 2006
Key positions of trust
Salumanus Sp. Z.o.o., member of the Supervisory Board
since 2022
Education
Mr. Iwan holds a master’s degree in Economy and
Investments.
Holdings: number of shares 639, holding 0.00%
Dmitri Vellikok
born 1984
Vice President, Network
Security Business Team
since 2022
Finnish citizen
Primary working experience
WithSecure, Director of Business Development in the
Americas, and various positions2008–2022
IBM, Technical Support Engineer between 2007 and
2008
Techdata, Microsoft Sales Specialist
Education
Mr. Vellikok holds a degree from Helsinki Business
College (commercial institute) in information technology
services and marketing
Holdings: number of shares 0, holding 0.00%
Corporate Governance
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
TL Viswanathan
born 1979
Vice P
resident,
Embedded Security
since 2022
Indian citizen
Primary working experience
Nokia Corporation, Head of Digital Operations Portfolio,
between 2018 and 2022
Comptel, Director & Vice President Global Alliances,
between 2014 and 2018
Oracle, Senior Account Manager APAC, between 2013
and 2014
Nokia Siemens Networks, various leadership and
business development roles for Applications, Systems
integration business between 2006 and 2013
Siemens Communications, Solution Consultant,
between 2000 and 2006
Education
Mr. Viswanathan holds a Master’s degree in Business
Administration (International Business).
Holdings: number of shares 0, holding 0.00%
Corporate Governance
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Remuneration
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Remuneration Report
Introduction
This Remuneration Report 2022 has been prepared in
accordance with the Finnish Corporate Governance
Code 2020 (publicly available at http://cgfinland.fi/en/)
and contains comprehensive information on remunera
-
tion of the Board of Directors and the President and
CEO fr
om the establishment of F-Secure Corporation
on 30 June 2022. All remuneration information in
this report is from the establishment of F-Secure
Corporation on 30 June 2022 until 31 December 2022,
except that the Board of Directors remuneration is
based on their term of office that began in 2022 and will
expire at the end of the 2023 Annual General Meeting
(as explained in further detail in the F-Secure Corporate
Governance Statement 2022).
F-Secure Remuneration Policy was presented to the
Extraordinary General Meeting of WithSecure on 31
May 2022 that decided on the partial demerger of
WithSecure into F-Secure. The Extraordinary General
Meeting resolved, conditional upon the completion of
the Demerger, to support the proposed remuneration
policy for governing bodies of F-Secure. The Demerger
was registered with the Trade Register maintained
by the Finnish Patent and Registration Office on the
effective date on 30 June 2022. Upon registration the
Demerger was completed, and the Remuneration
Policy became applicable in F-Secure.
F-Secure Remuneration Policy describes the remunera
-
tion for the Board of Directors and the President and
CEO and t
he considerations of determining the policy
and operation of the policy. Remuneration Policy of
F-Secure 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 listed companies. The Remuneration
Policy is available at F-Secure website.
Remuneration principles at F-Secure
According to F-Secure Remuneration Policy, the
remuneration for F-Secure management is designed
to advance the business objectives and long-term
profitability of the company. F-Secure remuneration
in general 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. Incentive
schemes are developed to support company’s strategy
by aligning the interests of the shareholders and the
key employees for 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 appro
-
priately in the context of market and considering their
individual competencies and per
formance.
These principles have been considered in the compa-
ny’s remuneration in the financial year 2022. In 2022,
t
he remuneration of the Board of Directors and the
President and CEO complied with the Remuneration
Policy, and there were no deviations.
The President and CEO’s remuneration follows
the same principles as the remuneration of all
other employees, and this is evident in the perfor
-
mance criteria set for the variable remuneration.
Appr
oximately half of the President and CEO’s
remuneration package is based on performance. The
existing short- and long-term incentive plans are based
on the company’s financial performance, employee
engagement and shareholder value development
to ensure a strong link between the company’s
performance and CEO remuneration. 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 restrictions set for the shares received from the
share-based incentive programs.
Remuneration in 2022
In 2022 no new F-Secure LTI programs were set for the
management. The company aims to build a relevant
and competitive share based LTI program according
to the principles used in similar companies, that aligns
the interests of the management and shareholders and
retains, motivates and rewards individually selected
key employees in the long term. The ongoing LTI
programs prior to demerger from WithSecure continue.
All LTI allocation (PSP and RSP) made originally in
the shares of WithSecure were adjusted to be the
allocations of F-Secure Corporation. Adjustments to
PSP 2021–2023 and PSP 2022–2024 were made using
the reference prices of the two new companies. Criteria
measurement in PSP 2020–2022 was decided to
execute as if the two companies would still form the old
entity.
The total remuneration paid to the President and CEO in
2022 from July to December was EUR 179,880 of which
EUR 29,760 was in the form of variable pay. Short Term
Incentive payment made to the President and CEO
in August 2022 was based on objectives related to his
prior role at WithSecure during the first half of 2022. No
share-based payments were made to the President
and CEO after 30 June 2022.
At the end of 2022, the President and CEO held 13,450
shares of F-Secure.
Remuneration Report
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
42%
47%
45%
40%
40.1
46.7
47.4
44.5
5.5%
6.1%
4.5%
94.8
100.1
106.3
111.0
Remuneration of the Executives 2022
F-Secure executive compensation in 2022 is described
in the table below.
Average annual remuneration (EUR) 2022
President and CEO
1)
179,880
Chair of the Board 80,000
Other Board Members
2)
40,500
Average employee
3)
27,686
1)
Remuneration paid for 30 June 2022 – 31 December 2022,
including the base salary as well as short -term incentive 1H2022
payment in August for the role at WithSecure prior to being the
President and CEO of F-Secure.
2)
The average remuneration paid to the Board Members,
excluding the employee Board member.
3)
The total wages and salaries paid during 30 June 2022–31
December 2022/ average headcount during the same period in
all countries.
Revenue development
2019–2022
1)
Adjusted EBITDA development
2019–2022
1)
● Revenue, MEUR
● Revenue development, %
● Adjusted EBITDA, MEUR
● Adjusted EBITDA Development, %
1)
The financial information of F-Secure that is illustrated above has been derived from the
audited carve-out financial statements as at and for the years ended 31 December 2021,
2020 and 2019. Financial information presented for 2022 is on an actual basis for the period
Jul–Dec/2022 and on carve-out basis for the period Jan–Jun/2022.
Remuneration Report
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
WithSecure’s Extraordinary General Meeting, held on 31
May 2022, decided that the remuneration for the Board
of Directors of F-Secure shall be paid as follows for the
term ending at the end of the next Annual General
Meeting: EUR 80,000 for the Chairperson of the Board
of Directors, EUR 48,000 for the Chairperson of each
Committee, EUR 38,000 for other members of the Board
of Directors, and EUR 12,667 for a member of the Board
of Directors employed by F-Secure.
WithSecure’s Extraordinary General Meeting decided
that approximately 40 percent the Board of Directors’
remuneration is paid as shares in F-Secure to be
repurchased from the market. F-Secure Corporation
will repurchase the shares or transfer shares held
by F-Secure Corporation as treasury shares for the
account of and on behalf of the members of the Board
of Directors of F-Secure.
For the Members of the Board of Directors, changes
in the holdings of the company shares and rewards
paid in shares are reported according to the Market
Abuse Regulation. Related stock exchange releases are
available on the company’s website.
The travel expenses and other costs of the members
of the Board of Directors of F-Secure directly related
to board work are paid in accordance with F-Secure
compensation policy in force from time to time.
Each member of the Board of Directors of F-Secure is
paid a predetermined travel fee in addition to travel
expenses for meetings held outside their country of
residence. 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.
Remuneration of the Board of Directors
The Board of Directors Remuneration in 2022
Member
Annual fee paid
in cash, EUR
Annual fee paid
in shares, EUR
Annual fee paid
in shares, pcs Total, EUR
Pertti Ervi 48,001 31,999 11,452 80,000
Madeleine Lassoued 22,802 15,198 5,439 38,000
Thomas Jul 22,802 15,198 5,439 38,000
Risto Siilasmaa 22,802 15,198 5,439 38,000
Petra Teräsaho 28,801 19,199 6,871 48,000
Calvin Gan
1)
7,601 5,066 1,813 12,667
Total 152,809 101,858 36,453 254,667
1)
Board member selected among personnel
Remuneration Report
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
The Board of Directors of WithSecure Corporation
appointed Timo Laaksonen as the President & CEO of
F-Secure upon the implementation of the Demerger
on 30 June 2022. The remuneration of the President
and CEO is decided by the Board of Directors. The
main components of the President and CEO’s total
remuneration are base salary and short- and long-term
incentives. In addition, he may participate in the
voluntary Employee Share Savings Plan (ESSP) which
was approved by the Board of Directors on 23 August
2022. The aim of the ESSP is to encourage employees
to acquire and own F-Secure shares, and it is intended
to align the interests of the shareholders and the
employees as well as to increase employees’ long-term
commitment to the company.
Salaries and financial benefits paid in and accrued as
of 30 June 2022 are described in the table below:
EUR
Payments in
2022
Accrued
based on 2022
Base salary, including
fringe benefits 150,120 –
Pension / Other financial
benefits – –
Short-term incentive (STI)
Earning period H1/2022 29,760
Earning period H2/2022 78,115
Long-term incentive (LTI)
EUR/shares – –
Total 179,880 78,115
Remuneration of the President and CEO
Short-term incentive (STI) payout for the President
and CEO is 50% of annual base salary if targets are met,
maximum payout being equal to the annual base salary.
F-Secure Short Term Incentive plan objectives were
set for the period of 1 July – 31 December 2022. The STI
Plan of 2022 for the President and CEO was based on
F-Secure H2 revenue growth with 40% weight and H2
adjusted EBITDA with 40% weight and employee Net
Promoter Score with 20% weight of total. The overall
performance for these 3 criteria was evaluated and will
be paid during the first quarter of 2023, provided that
the Board of Directors has approved the results and the
payments.
In 2022, the President and CEO, Timo Laaksonen also
received a STI payment in August based on objectives
related to Timo Laaksonen’s prior role at WithSecure
during January–June 2022. The objectives of the plan
were WithSecure revenue with 50% weight, adjusted
EBITDA 20% and Consumer Business Unit revenue
with 30% weight of total. The weighted performance for
these three criteria for 1H 2022 was 105%. The reward
was in total EUR 29,760
STI Plan
STI Target
(% of base
salary) Performance Criteria Weight Performance
Total
Weighted
Performance Payment
STI 2022
(July–December)
50%
Revenue Growth 40% 75%
114% Q1 2023
Adjusted EBITDA
40% 109%
Employee Engagement
(eNPS)
20% 200%
STI Plan
STI Target
(% of base
salary) Performance Criteria Weight Performance
Total
Weighted
Performance Payment
STI 2022
(January–June)
30%
Revenue (WithSecure) 50% 119%
105% August 2022
Adjusted EBITDA
(WithSecure) 20% 0%
Consumer BU revenue
(WithSecure)
30% 153%
Remuneration Report
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
No Long-term incentive (LTI) payments were made to
the President and CEO during 30 June – 31 December
2022.
The President and CEO has been granted 41,562 shares
within the Performance Share Plan (PSP) 2022–2024
according to the guidelines defined in the company’s
Remuneration Policy. This grant represents the target
level reward, the maximum reward being two times
the target allocation. Final reward is determined based
on the extent to which the targets have been reached
during the performance period.
Target remuneration
President and CEO Pay mix 2022
50% Base salary
LT I
25%
STI 25%
The key terms of service of
the President and CEO
The contract of the President and CEO is an indefinite
contract with a six-month period of notice both ways. If
the Company terminates the contract for reasons other
than a breach of the contract, the President and CEO
shall be entitled to receive severance pay equivalent
to six (6) months’ salary in addition to the salary for the
notice period.
The Company has obtained a life insurance for the
President and CEO with an amount equaling the annual
gross salary of the President and CEO.
The President and CEO does not have a supplementary
pension plan, and the determination of his pension
conforms to the standard rules specified by Finland’s
Employee Pension Act (TYEL). The President and CEO’s
retirement age is also determined by the statutory
pension system and is 65 years under the applicable
Finnish legislation.
The President and CEO – Current LTI Plans
Share Plan
LTI Target
(pcs of shares) Performance Criteria Weight Performance Payment
PSP 2020–2022 23,978 Absolute Total Shareholder Return 100% – / Plan ongoing H1 / 2023
PSP 2021–2023 43,160 Absolute Total Shareholder Return 100% – / Plan ongoing H1 / 2024
PSP 2022–2024 41,562 Absolute Total Shareholder Return 100% – / Plan ongoing H1 / 2025
Remuneration Report
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance
Tel. +358 9 2520 0100
helsinki@f-secure.com
www.f-secure.com
F-Secure in 2022
Sustainability Statement
Financials
Corporate Governance