The Disclosure Policy was updated on 14 February 2019.
Introduction
This Communications and Disclosure Policy concerns OP Financial Group's communication and the fulfilment of the disclosure obligation by OP Cooperative's subsidiaries OP Corporate Bank plc (OP Corporate Bank) and OP Mortgage Bank (OP MB). OP Financial Group communicates jointly with the securities issuers OP Corporate Bank and OP MB about matters under the disclosure obligation. In addition, the policy describes the disclosure, dissemination and storage of the information within the scope of the disclosure obligation as prescribed by law.
OP Financial Group has no independent disclosure obligation. However, it announces regulated information falling under the disclosure obligation of issuers as, for example, debt investors and credit rating agencies assess OP Financial Group as a single entity.
OP Corporate Bank and OP Mortgage Bank do not have their own separate disclosure policies in place but instead, as issuers of financial instruments, apply this Communications and Disclosure Policy as applicable.
This Communications and Disclosure Policy was adopted by OP Cooperative's Executive Board on 11 February 2019 and the board of directors of OP Corporate Bank on 12 February 2019 and OP MB on 13 February 2019.
Finland has been selected as the home member state for OP Corporate Bank's and OP MB's periodic disclosure obligation.
1 Background information
The credit institutions belonging to OP Financial Group form an amalgamation referred to in the Act on the Amalgamation of Deposit Banks. In addition to these, OP Financial Group comprises those non-amalgamation entities of which entities belonging to the amalgamation hold more than half of the total votes. This amalgamation is supervised on a consolidated basis.
The central institution of the amalgamation of cooperative banks is OP Cooperative, whose members comprise deposit banks and other credit institutions belonging to the amalgamation. By law, the central cooperative has both the right to control its member credit institutions and the obligation to supervise them. OP Financial Group also constitutes a conglomerate as referred to in the Act on the Supervision of Financial and Insurance Conglomerates. OP Cooperative carries out control and supervision duties from its position at the head of the conglomerate formed by OP Financial Group. It also acts as the Group’s strategic owner institution.
OP Cooperative's subsidiaries OP Corporate Bank and OP MB are in charge of OP Financial Group's funding from money and capital markets. Securities issued by OP Financial Group entities are traded on Euronext Dublin (issued as of 16 February 2018), London Stock Exchange (issued prior to 16 February 2018), SIX Swiss Exchange or other stock exchanges, in addition to or in place of Nasdaq Helsinki. OP Corporate Bank has also issued unlisted bonds and/or certificates of deposit on the Finnish, UK and Japanese markets.
1.1 Joint and several liability of amalgamation
According to the Act on the Amalgamation of Deposit Banks, OP Cooperative and its member credit institutions are jointly and severally liable for each other’s debts and commitments. OP Cooperative’s member credit institutions are the member cooperative banks, OP Corporate Bank plc, OP Mortgage Bank, OP Retail Customers plc and OP Customer Services Ltd.
The central cooperative is responsible for issuing instructions to its member credit institutions concerning their internal control and risk management, their procedures for securing liquidity and capital adequacy as well as for compliance with harmonised accounting policies in the preparation of the amalgamation’s consolidated financial statements.
As a support measure referred to in the Act on the Amalgamation of Deposit Banks, the central cooperative is liable to pay any of its member credit institutions an amount that is necessary to prevent the credit institution from being placed in liquidation. The central cooperative is also liable for the debts of a member credit institution which cannot be paid using the member credit institution's assets.
Each member credit institution is liable to pay a proportion of the amount which the central cooperative has paid to either another member credit institution as part of support action or to a creditor of such member credit institution in payment of an amount overdue which the creditor has not received from the member credit institution. Furthermore, in case of the central cooperative's default, a member credit institution has unlimited refinancing liability for the central cooperative's debts as referred to in the Co-operatives Act.
Each member credit institution's liability for the amount the central cooperative has paid to the creditor on behalf of a member credit institution is divided between the member credit institutions in proportion to their last adopted balance sheets. OP Financial Group’s insurance companies and other Group entities do not fall within the scope of the joint and several liability.
According to Section 25 of the Covered Bond Act, the holder of a covered bond has the right to receive a payment for the entire term of the bond from the assets entered as collateral before other receivables without this being prevented by OP MB's liquidation or bankruptcy.
2 Objectives and key disclosure principles
OP Financial Group’s communications are tasked with promoting the Group’s business by providing all stakeholders with accurate information on the Group’s goals, targets and operations. External and internal communications aim to support the Group’s strategic and business goals and enhance and maintain the Group’s strong corporate image while fostering cooperation within the Group. Both external and internal communications are based on facts and provide a true picture of the state of affairs.
The objective of OP Financial Group's Communications and Disclosure Policy is to ensure that all market participants have sufficient and accurate information concerning OP Financial Group's matters that may materially affect the value of securities issued by OP Corporate Bank and OP MB. OP Financial Group decides the disclosure of information by assessing at Group level whether the matter or event in question materially affects OP Financial Group’s or the issuer’s capital adequacy and repayment capacity and, through this, the value of a security.
Consistent, accurate and equal fulfilment of the disclosure obligation is also of key importance with regard to OP Financial Group's and the issuers' relationships with the authorities, to maintenance of good relations with rating agencies and other external communications stakeholders, and to internal communications.
Key disclosure principles
It is the duty of the central cooperative to ensure that OP Financial Group, OP Corporate Bank and OP MB disclose information as prescribed by law on matters covered by the disclosure obligation. Information is disclosed either jointly by OP Financial Group and the issuer, or by the issuer on its own. OP Financial Group adheres to the following principles with regard to the disclosure of information in markets falling under the disclosure obligation:
- Information is disclosed as soon as possible.
- The information disclosed is consistent and accurate so that its recipient is able to assess its effect on the issuer’s financial standing and future outlook as well as on the security's value.
- Disseminating information is equitable. All stakeholders have simultaneous access to information, and such information is published on regulated trading venues in a manner required by the trading venue where securities issued by OP Corporate Bank and OP MB are listed, in major media and on the Company’s website.
3 OP Corporate Bank’s and OP MB’s disclosure obligation as prescribed by law
In their disclosure policy, OP Financial Group, OP Corporate Bank and OP MB comply with legislation, decrees and other binding regulations and the rules of Nasdaq Helsinki and, to the appropriate extent, those of other stock exchanges and the regulations and guidelines issued by the Finnish Financial Supervisory Authority and the European Securities and Markets Authority (ESMA). OP Financial Group's communications take into account not only the above but also Corporate Governance Recommendations and the Code of Business Ethics.
It is the duty of OP Cooperative to ensure that OP Corporate Bank and OP MB too disclose, distribute and make information available on matters covered by the disclosure obligation as prescribed by law. The subsidiaries report and publish their own interim reports, Financial Statements and Reports by the Board of Directors. OP Cooperative discloses information for and on behalf of its subsidiaries that falls under its disclosure obligation. In practice, the central cooperative issues bulletins and releases in the name of OP Financial Group or the issuer. Communication with regard to securities issued by OP Corporate Bank and OP MB is decided upon on a case-by-case basis with the issuer. Responsibility for the issuer’s disclosure obligation rests with each issuer.
The disclosure policy describes the key principles and policies followed by OP Financial Group and issuers in their communication with capital market participants and other stakeholders. In addition, the policy describes the disclosure, dissemination and storage of the information within the scope of the disclosure obligation as prescribed by law. OP Financial Group assesses its disclosure policy’s consistency, suitability and sufficiency on a regular basis, at least once a year.
3.1 Disclosure obligation as prescribed by law
By law, an issuer must regularly disclose information on its profit performance and financial position (financial statements and the report by the board of directors/executive board, interim reports and a financial statements bulletin) as well as its corporate governance statement. OP Financial Group and the issuers will publish the release dates of the reports falling within the scope of the disclosure obligation as prescribed by law prior to the end of the previous financial year.
An issuer must inform the public of inside information that directly concerns that issuer as soon as possible. Inside information refers to information of a precise nature that has not been made public, which is directly or indirectly related to one or several issuers or financial instruments and which, if disclosed, would be likely to have a significant effect on the price of said financial instruments or financial derivatives linked to them. For example, inside information refers to information that is, according to the central cooperative's assessment, likely to have a material effect on the value of securities issued by OP Corporate Bank and OP MB and on the issuer's repayment capacity.
OP Financial Group and its issuers have guidelines governing the disclosure of inside information. An issuer may delay the disclosure of inside information provided that all of the following conditions are met:
1. immediate disclosure is likely to prejudice the legitimate interests of the issuer,
2. delaying the disclosure is not likely to mislead the public and
3. the issuer is able to ensure the confidentiality of that information.
To ensure such confidentiality, OP maintains lists of insiders who have access to inside information.
In addition to information published on the basis of the disclosure obligation as prescribed by law and to disclosure of inside information, OP Financial Group discloses supplementary information of interest to market participants in a manner presented in this document.
4 Reporting
4.1 Reportable units
In their interim reports (incl. the financial statements bulletin), OP Financial Group and OP Corporate Bank Group publish their financial results and information on their financial position by key business segment, in addition to Group level information. OP MB publishes its own interim report. All the above reports are prepared in accordance with IAS 34 Interim Financial Reporting.
Following the release of the financial statements, OP Financial Group provides the financial statements of the companies of the central cooperative consolidated with the relevant authorities, such as the Financial Supervisory Authority and the Trade Register.
4.2 Financial statements, report by the Board of Directors/Executive Board, and auditor's report
OP Financial Group, OP Corporate Bank and OP MB prepare and publish Financial Statements in compliance with the IFRS as adopted by the EU and a Report by the Board of Directors/Executive Board in compliance with national regulations. The Financial Statements and the Report by the Board of Directors/Executive Board and the Auditor's Report are published no later than three weeks before the Cooperative Meeting or Annual General Meeting in which the financial statements must be submitted for adoption, but within three weeks of the end of the financial year.
OP Financial Group publishes annually, within two months of the end of the financial year at the latest, a financial statements bulletin for the previous financial year. As the contents of the financial statements bulletin correspond to the fourth-quarter interim report, it is subject to the same contents requirements as the interim reports prepared for three, six and nine months. The reporting period of the financial statements bulletin covers not only the fourth quarter but also the full financial year.
OP Financial Group releases the financial statements bulletins, Financial Statements and Reports by the Executive Board and the Auditor's Reports on its website while submitting them to the operator of a regulated market and the officially appointed mechanism (OAM) for storing regulated information. In connection with this release, OP Financial Group announces where the report is available.
OP Corporate Bank and OP MB also prepare financial statements bulletins, Financial Statements and Reports by the Board of Directors, which are published together with the Auditor's Reports on OP Financial Group's website and are also submitted to the operator of a regulated market and the OAM for storing regulated information.
OP Financial Group and the issuers publish the dates for financial reporting in October or November of the previous year, and they are available in OP Financial Group's financial information calendar on the Debt Investor Relations site.
4.3 Corporate Governance Statement
OP Financial Group publishes its Corporate Governance Statement on its website annually on the date of releasing its Financial Statements and the Report by the Executive Board or no later than three months of the end of the financial year. In its operations, OP Financial Group complies with laws and decrees in force and the provisions issued by virtue thereof.
OP Financial Group is specifically governed by the Act on Cooperative Banks and Other Cooperative Institutions, the Act on the Amalgamation of Deposit Banks, the Act on Credit Institutions, the Act on the Supervision of Financial and Insurance Conglomerates, the Co-operatives Act and the Insurance Companies Act. The Corporate Governance Statement is separate from OP Financial Group's Report by the Executive Board.
The issuers (OP Corporate Bank and OP MB) also prepare their own Corporate Governance Statements, which substantially comply with those of OP Financial Group.
The annual Statement and an up-to-date description of OP Financial Group's Corporate Governance Statement, and the issuers' Corporate Governance Statements and up-to-date descriptions are available on OP Financial Group's website.
4.4 Annual Review
OP Financial Group publishes its Annual Review no later than three weeks before the Cooperative Meeting. Complementing the official Financial Statements and Report by the Executive Board, the Annual Review contains a review of the Group's operations. The Annual Review, the official Report by the Executive Board and the Financial Statements together make up OP Financial Group's Annual Report. The Annual Report explains OP Financial Group’s corporate social responsibility issues as specified in the GRI guidelines. OP Financial Group also reports on compliance with international corporate responsibility commitments. OP Financial Group publishes its Annual Review on its website in Finnish, Swedish and English.
OP Corporate Bank and OP MB do not publish their own separate Annual Reviews.
4.5 Interim reports
OP Financial Group publishes quarterly interim reports dealing with OP Financial Group's business and profit performance and financial position in the reporting period.
The interim reports comprise the actual report section and table section. The reports contain financial indicators for the quarter in question and the figures so far in the financial period, and comparatives between previous years' figures and corresponding periods.
OP Corporate Bank and OP MB also prepare and publish their own interim reports.
4.6 Remuneration
OP Financial Group publishes remuneration-related information in its Financial Statements, description of Corporate Governance and Remuneration Statement, in accordance with laws and official instructions. OP Financial Group publishes the following information, among other things:
- Remuneration principles and decision-making order
- Remuneration for the Supervisory Board and the Executive Board
- Remuneration for President and Group Executive Chair and other management.
5 Communication
5.1 Stock exchange releases
It is the duty of OP Cooperative to ensure that OP Corporate Bank and OP MB disclose information as prescribed by law on matters covered by the disclosure obligation. Pursuant to the securities markets legislation and other relevant guidelines, OP Financial Group also discloses, as soon as possible, all such matters and events which, according to the central cooperative's assessment, are likely to have a material effect on the value of securities issued by OP Corporate Bank and OP MB. OP Financial Group decides the disclosure of information by assessing whether the decision or matter in question materially affects the issuer’s repayment capacity and, through this, the value of a security.
OP Financial Group issues stock exchange releases in its own name and jointly with the issuers OP Corporate Bank and OP MB concerning, for example, changes to OP Financial Group's previous strategies and related financial targets, and changes to credit ratings affirmed for OP Financial Group, OP Corporate Bank and OP MB.
OP Corporate Bank and OP MB may also, if necessary, publish stock exchange releases in their own name concerning information falling under disclosure obligation.
The central cooperative ensures that trades in financial instruments or derivatives linked to them, issued by OP Corporate Bank or OP MB, executed by persons in the managerial position of the issuers or their closely related parties will be announced as a stock exchange release within three weekdays of the date of the transaction concerned.
Trade details reported by the persons in the managerial position in the issuer or their closely related parties will be available on OP Financial Group's website for five years.
5.2 Press releases
OP Financial Group's press releases provide information on events related to the Group's business that do not fulfil the criteria for stock exchange releases but may have news value or be of general interest among stakeholders.
5.3 Changes in shareholdings in other companies
OP Cooperative publishes disclosures of shareholdings and votes attaining or falling below the thresholds prescribed by law on its own behalf and on behalf of its controlled corporations (excluding OP Fund Management Company Ltd). By law, changes in shareholdings and votes must be notified and published if a holding or vote or a holding or vote based on a financial instrument, or the combined amount, attains, exceeds or falls below 5, 10, 15, 20, 25, 30, 50 or 90 per cent or two-thirds (66 2/3 per cent) of the votes or the total number of the company's shares. Such changes will be notified in a stock exchange release.
6 Practices
6.1 Media
It is the duty of OP Cooperative to ensure that OP Corporate Bank and OP MB disclose information as prescribed by law on matters covered by the disclosure obligation. In addition, the central cooperative is responsible for announcing all matters and events which in the central cooperative's own assessment are likely to have a material effect on the value of securities issued by OP Corporate Bank and OP MB. Such information is published as a joint bulletin by OP Financial Group and the issuer, or, decided case by case, individually by either OP Financial Group or the issuer.
The main media of up-to-date information is OP Financial Group’s website (www.op.fi). OP Financial Group makes every effort to provide reliable and up-to-date information on the website to enable market participants to create a true picture of OP Financial Group and of matters and events that affect the value of securities issued by OP Corporate Bank and OP MB. Information related to OP Corporate Bank's and OP MB's disclosure obligation is available on OP Financial Group's website.
In addition to its website, OP Financial Group uses various methods and channels in its communication with stakeholders, such as releases, public appearances, conference calls, OP Financial Group's customer magazines and other publications, interviews and OP Financial Group's blog and content platform op.media. OP Financial Group also publishes information via social media channels.
OP Financial Group's Corporate Communications and Public Affairs unit is responsible for the distribution of stock exchange releases to Nasdaq Helsinki, other stock exchanges and the media and for the distribution of press releases to the media. OP Financial Group also publishes all the releases on its website.
Stock exchange and press releases published by OP Financial Group or the issuers are available on the Group's website at least for five years and financial reports at least for five years as of their publication date. The period of the availability of reports will be extended to ten years with respect to the reports issued after the amendments to Securities Markets Act in force since 26 November 2015. Stock exchange releases are also stored in the national OAM maintained by NASDAQ Helsinki. All issuers' stock exchange releases can be found in the OAM regardless of whether the issuer published the information on its own or jointly with OP Financial Group. Releases for foreign trading venues are submitted through the specific channel approved by the trading venue.
6.2 Reporting language
OP Financial Group's official reporting language is Finnish. All OP Financial Group's financial reports and stock exchange releases as well as the Corporate Governance Statement are also available in English and Swedish. OP Corporate Bank’s and OP MB’s reports, stock exchange releases and material that is especially relevant to debt investors are, as a rule, published in Finnish and English or only in English. Press releases are published in Finnish, Swedish and, where necessary, in English.
6.3 Debt investor and media events
OP Financial Group will respond to queries from debt investors and the media by telephone or email without undue delay.
OP Financial Group will always hold a press conference in conjunction with the disclosure of its financial results or other noteworthy news, with the President and Group Executive Chair and members of the Executive Board present.
OP Financial Group will hold background information events whenever necessary. OP Financial Group meets representatives of capital markets and the media on a regular basis. OP Financial Group’s Group Funding and IR unit manages communications with investors and analysts on a centralised basis. Where necessary, the Group's senior management will participate in such events together with representatives of Investor Relations or Corporate Communications.
Corporate Communications coordinates the media events. The Group is active in managing its media relations at national level by meeting media representatives on a regular basis and holding discussion forums for editors to provide them with background information on Group events.
The purpose of these events is to provide background information on OP Financial Group, OP Corporate Bank and OP MB and their operating environment. Discussions at the events are based on information published by OP, OP Corporate Bank and OP MB or on information that is generally available in the market, and will not include any undisclosed information that may have an effect on the value of the issuers’ securities.
Corporate Communications and Public Affairs unit supports the external communications of the Group's member cooperative banks, but they are responsible for their own media relations.
6.4 Assessment of future performance, earnings outlook and profit warnings
In the Report by the Executive Board and the actual report section of its interim report and the financial statements bulletin, OP Financial Group presents an assessment of the Group's probable future performance. In addition to general demand and market factors, the forward-looking statements contain a statement on factors and risks affecting future developments. The presented forward-looking statements and estimates are based on the management's present view of the development of OP Financial Group and its business, and the actual results may differ materially from the statements and estimates.
In connection with the presentation of forward-looking statements, OP Financial Group issues a verbal (non-numerical) statement of the expected pre-tax earnings on a year-on-year basis. Such verbal statement is issued at Group level only.
OP Financial Group uses information provided by its reporting systems to continuously monitor the realisation of forward-looking statements. If a change takes place in the expected earnings, the financial position or prospects that substantially deviates from the previously made assessment, OP Financial Group will issue a profit warning as soon as possible. The profit warning is based on what OP Financial Group previously forecast and estimated or on what can be justifiably concluded from information it published previously. It may concern a weakening or improvement of published prospects as a stock exchange release.
OP Corporate Bank and OP MB will also present an assessment in their Report by the Board of Directors concerning the probable future development of the issuer. If the assessment changes substantially, OP Financial Group and the issuers will announce it as soon as possible.
6.5 Rumours and information leaks
OP Financial Group will not comment on rumours circulating in the market or competitors' or customers' actions unless it is necessary to do so in order to correct information that is relevant to the company or obviously incorrect. In such circumstances too, OP Financial Group complies with regulatory disclosure requirements.
If unpublished information concerning OP Financial Group, OP Corporate Bank or OP MB has inadvertently been disclosed to a specified group of outsiders, OP Financial Group will communicate the matter in compliance with the practice commonly applied to the disclosure of material information.
6.6 Crisis communications
OP Financial Group has in place confirmed communication principles for exceptional or crisis situations. Crisis communications form part of risk management. The Senior Vice President, Communications, is responsible for managing crisis communications. A crisis situation is immediately reported to the President and Group Executive Chair, Executive Vice Presidents or heads of the business lines and contact people at Communications. The communication principles applied in a crisis situation include the assurance of the quality of information published, transparency, promptness and activeness.
7 Internal communications and insider guidelines
Internal communications are aimed at providing personnel with true information sufficiently, in order for each staff member to be able to perform his/her duties in an appropriate way and obtain a true picture of the Group's operations, future prospects and the industry. Internal communications support the interactive leadership culture characteristic of an expert organisation, in which employees are encouraged to be actively involved in development measures and an open dialogue.
Internal communications contribute to deploying OP Financial Group's strategy through communication tools. Open internal communications prevent misunderstandings and enhance trust within the Group. At the same time, the Group further develops well-established practices that support active internal communications with respect to the development and provision of services.
OP Financial Group reports its financial results to all of its personnel each quarter following the announcement of the results. In between the announcement of the quarterly results, only limited information is provided, taking into account its relevance to OP Financial Group and to OP Corporate Bank and OP MB as issuers. OP Financial Group has in place confirmed principles governing the Group's internal communications of financial results.
Insider Guidelines and Guidelines on Insider Trading
OP Corporate Bank's and OP MB's Insider Guidelines and Guidelines on Insider Trading, which they have as issuers of a financial instrument, are based on laws governing securities markets, Regulation on Market Abuse and the decrees, provisions and instructions issued by virtue thereof as well as the recommendation for listed companies’ insider guidelines issued by Nasdaq Helsinki Ltd. The guidelines are aimed at fostering stock market players' trust in OP Financial Group, OP Corporate Bank and OP MB and concern, among other issues, publication of inside information and delaying the publication of inside information as well as insider lists.
8 Responsibilities and statement issuers
The senior management of OP Financial Group or Senior Vice President for Communications are authorised to issue statements of principle and relevant news in public regarding the Group. Executive Board members, the Chief Audit Executive, Vice Presidents and experts may issue statements with respect to their area of responsibility. Under normal circumstances, statements are issued by experts of the area in question. In crisis situations, Communications management issues the statements on a centralised basis.
Each member cooperative bank determines individually the persons authorised to comment on their matters in public.
Communication to debt investors at OP Financial Group is coordinated by Group Funding and IR, which functions under OP Financial Group’s Head of ALM and Group Treasury. The function’s Head reports to the Group’s CFO.
CFO, Senior Vice President for Communications and General Counsel decide on the issue of stock exchange releases. No separate decision is made on informing of trading executed by management and its closely related parties.
Production and distribution of the releases and interim reports that fall under the disclosure obligation as prescribed by law are the responsibility of OP Financial Group's Corporate Communications and Public Affairs together with OP Financial Group's Finance and Treasury.
Group Funding and IR is in charge of implementing debt investor activities (such as roadshows and investor meetings).
OP Financial Group's Head of ALM and Group Treasury is in charge of OP Financial Group's, OP Corporate Bank's and OP MB's relations with capital market representatives. Participants in debt investor meetings include CFO and/or Head of ALM and Group Treasury and/or Head of Group Funding and IR and, whenever necessary, representatives of Investor Relations and/or business lines. The above may also delegate their participation to other experts.
OP Financial Group's Senior Vice President, Communications, is in charge of the Group’s media relations, the preparation of information to be published and compliance with a consistent disclosure policy. Representatives of the business lines take part in the preparation of information concerning their own business lines.
In their releases, OP Financial Group, OP Corporate Bank and OP MB indicate those individuals who provide further information on the subject concerned.
OP Cooperative's Executive Board and the Boards of Directors of OP Corporate Bank and OP MB discuss and adopt the financial statements and interim reports. In addition, OP Cooperative's Executive Board approves major stock exchange releases before their publication. Other stock exchange releases must be approved, depending on the area of responsibility, by an Executive Board member or CFO and Senior Vice President, Communications.
Statements concerning OP Financial Group's financial performance are issued by President and Group Executive Chair, CFO, Senior Vice President for Communications, Head of ALM and Group Treasury, or by other separately authorised persons.
9 Interpretations of and deviations from Communications and Disclosure Policy
The supervision and interpretation of the Communications and Disclosure Policy are the responsibility of CFO and Senior Vice President for Communications. Senior Vice President for Communications will provide additional information about the practical implementation of the Communications and Disclosure Policy.
This OP Financial Group's Communications and Disclosure Policy will take effect on 14 February 2019.