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 falling within the scope of 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 or OP Cooperative have no independent disclosure obligation. However, OP Financial Group announces regulated information falling within the scope of the disclosure obligation of issuers because, 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 Board of Directors on 30 October 2024, OP MB's Board of Directors on 31 October 2024 and OP Corporate Bank's Board of Directors on 1 November 2024.
Finland has been selected as the home member state for OP Corporate Bank’s and OP MB’s periodic disclosure obligation.
1. Background
OP Financial Group is a financial services group based on a cooperative foundation that comprises OP cooperative banks and the Group’s central cooperative OP Cooperative with its subsidiaries and affiliated entities. Some of the Group’s entities constitute an amalgamation of deposit banks supervised on a consolidated basis. The amalgamation comprises the central cooperative together with its member credit institutions and financial institutions and service companies over which they exercise control.
OP Cooperative is the amalgamation’s central cooperative, whose members comprise deposit banks belonging to the amalgamation and other credit institutions. 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. 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), or other stock exchanges, in addition to or in place of Nasdaq Helsinki. Additionally, OP Corporate Bank has issued and may issue unlisted bonds and/or certificates of deposit on the Finnish, UK, Irish, Australian and Japanese markets, among others. OP MB may also issue unlisted bonds on the German market, among others.
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 and OP Retail Customers Plc.
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 the amount necessary to preventing 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 the 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 Act on Mortgage Credit Banks (688/2010), the creditors of covered bonds issued prior to 8 July 2022 have the right to receive payment, before other claims, for the entire term of the bond in accordance with the terms and conditions, out of the funds entered as collateral for the bond, without this being prevented by OP MB’s liquidation or bankruptcy.
Under section 20 of the Act on Mortgage Credit Banks and Covered Bonds (151/2022), the creditors of bonds and derivative contracts issued on or after 8 July 2022, including the related management and clearing costs, have the right to receive payment from the collateral included in the cover pool, before other creditors of OP MB or the OP cooperative bank which is the debtor of an intermediary loan. Interest and yield accruing on the collateral, and any substitute assets, fall within the scope of said priority. Section 44, subsection 3 of the said Act includes provisions on the creditor’s priority related to marginal lending facility of the cover pool.
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, is likely to have a significant impact on the value of a security.
Consistent, accurate and equal fulfilment of the disclosure obligation is also of key importance regarding OP Financial Group’s and the issuers’ relationships with the authorities, for the maintenance of good relations with rating agencies and other external communications stakeholders, and for internal communications.
2.1 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 within the scope of the disclosure obligation:
- The Group discloses information 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, through the Officially Appointed Mechanism, in major media and on OP Financial Group’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, the regulations and guidelines issued by the Finnish Financial Supervisory Authority and the European Securities and Markets Authority (ESMA), the rules of Euronext Dublin and the Rules of London Stock Exchange. In addition to the above, OP Financial Group's communications take account of the rules of Nasdaq Helsinki and other stock exchanges not specified above (as applicable), and the Corporate Governance guidelines and the Code of Business Ethics of OP Financial Group.
It is the duty of OP Cooperative to ensure that OP Corporate Bank and OP MB too disclose, distribute and make available information 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 for and on behalf of its subsidiaries other information that falls under its disclosure obligation. 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 its issuers in their communication with capital market participants and other stakeholders. In addition, the policy describes the disclosure, distribution 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 about its profit performance and financial position (financial statements and the report by the board of directors, half-year financial reports and a financial statements bulletin), as well as its corporate governance statement.
An issuer must inform the public of inside information that 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 the following conditions are met:
- immediate disclosure is likely to prejudice the legitimate interests of the issuer,
- delaying the disclosure is unlikely to mislead the public, and
- the issuer can ensure the confidentiality of that information.
In addition, a credit institution may delay the disclosure in certain special cases when regulatory requirements are fulfilled, for example, when a temporary liquidity problem is at hand or if the credit institution needs to receive temporary help for liquidity from the central bank or a lender of last resort.
To ensure such confidentiality, OP Financial Group maintains lists of insiders who have access to inside information.
In addition to information disclosed 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 Interim reports
OP Financial Group publishes quarterly interim reports (incl. half-year financial report and financial statements bulletin) dealing with OP Financial Group’s business and profit performance and financial position for the reporting period. OP Financial Group publishes its financial results and information on its financial position for its key business segments, in addition to Group level.
OP Corporate Bank and OP MB also prepare and publish their own interim reports (including the half-year financial report and the financial statements bulletin). All the above reports are prepared in accordance with IAS 34 Interim Financial Reporting.
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 reporting period, and comparatives between the previous years’ figures and corresponding periods.
4.2 Financial Statements, Report by the Board of Directors 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 in compliance with national regulations. The Financial Statements and the Report by the Board of Directors 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, OP Corporate Bank and OP MB publish annually, within two months of the end of the financial year at the latest, a financial statements bulletin for the previous financial year. The reporting period of the financial statements bulletin covers not only the fourth quarter but also the full financial year.
OP Financial Group, OP Corporate Bank and OP MB release interim reports, the financial statements, Reports by the Board of Directors and the Auditor’s Reports on OP Financial Group’s website while submitting them to the operator of a regulated market and the Officially Appointed Mechanism (OAM) for storing regulated information.
OP Financial Group and its 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 calendar on the Debt Investor Relations site on the op.fi service.
4.3 Corporate Governance Statement
OP Financial Group publishes its Corporate Governance Statement annually on the date of release of its Financial Statements and the Report by the Board of Directors, or no later than three months after 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 Board of Directors.
OP Corporate Bank and OP MB also prepare their own Corporate Governance Statements. Their statements substantially follow that 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 Report
OP Financial Group publishes an Annual Report no later than three weeks before OP Cooperative's Cooperative Meeting. The Annual Report consists of the official Report by the Board of Directors and Financial Statements, and a supplementing annual review that describes the operations of OP Financial Group and the financial year that ended. OP Financial Group reports its corporate responsibility performance in the Report by the Board of Directors, in accordance with the Corporate Sustainability Reporting Directive (CSRD). OP Financial Group also reports on compliance with international corporate responsibility commitments. OP Financial Group publishes its Annual Report on its website in Finnish, Swedish and English.
OP Corporate Bank and OP MB do not publish their own separate annual reviews.
4.5 Remuneration
OP Financial Group publishes remuneration-related information in its Financial Statements, a description of corporate governance, a Remuneration Report for Governing Bodies and a remuneration policy in accordance with laws and official instructions. OP Financial Group publishes the following information, among other things:
- Remuneration principles and decision-making order
- Remuneration of the Supervisory Council and the Board of Directors
- 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 through a stock exchange release 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 publishes stock exchange releases in its own name and jointly with the issuers OP Corporate Bank and OP MB. As issuers of financial instruments, OP Corporate Bank and OP MB may also, if necessary, publish stock exchange releases in their own name concerning information falling within the scope of 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 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 of the issuer or their 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 about 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 entities (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
OP Financial Group's Corporate Communications is responsible for the distribution of stock exchange releases to Euronext Dublin, London Stock Exchange, Nasdaq Helsinki as the Officially Appointed Mechanism, and to any other stock exchanges and the media (as needed), and for the distribution of press releases to the media. In addition, stock exchange and press releases are always published on OP Financial Group's website, where it is also possible to order the releases by email.
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 OP Media for customers, customer magazines and other publications, other publications and interviews. OP Financial Group also publishes information via social media channels.
Stock exchange and press releases published by OP Financial Group or the issuers are available on OP Financial 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 the 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 transmitted through the specific channel approved by the trading venue.
6.2 Reporting language
OP Financial Group’s official reporting language is Finnish. OP Financial Group’s financial reports and stock exchange releases, Corporate Governance Statement, remuneration report and remuneration policy are also available in English and Swedish. OP Corporate Bank’s and OP MB’s reports and stock exchange releases are mainly published in Finnish and English and, where appropriate, in Swedish. The presentation material for debt investors is published only in English. Press releases are published in Finnish, Swedish and also mainly in English.
6.3 Debt investor and media events
OP Financial Group responds to queries from debt investors and the media by telephone or email without undue delay.
OP Financial Group holds a press conference in conjunction with the disclosure of its financial results or other noteworthy news, with the President and Group Chief Executive Officer and members of the Executive Management Team being present.
OP Financial Group holds background information events whenever necessary. OP Financial Group meets representatives of capital markets and the media on a regular basis. OP Financial Group’s Investor Relations (IR) manages communications with debt investors and analysts on a centralised basis. Where necessary, the Group’s Executive 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 business environment. Discussions at the events are based on information published by OP Financial Group, 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 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 Board of Directors and the actual report section of its interim report, half-year financial 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 of 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 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 Chief Communications and Public Affairs Officer is responsible for managing crisis communications. Any crisis situation is immediately reported to the President and Group Chief Executive Officer, Executive Vice Presidents, or heads of the business lines and contact persons at Corporate Communications. The communication principles applied in a crisis situation include the assurance of the quality of information published, transparency, promptness and activeness.
6.7 Whistleblowing
OP Financial Group has in place a whistleblowing channel. Through this confidential channel, anyone can report any suspected misconduct such as a violation of rules and regulations.
7. Internal communications and insider guidelines
Internal communications are aimed at providing personnel with information sufficiently for each staff member to be able to perform their duties appropriately and obtain a true picture of the Group’s operations, future prospects and the industry. Internal communications support OP Financial Group’s unity, leadership culture that encourages transparency, excellent employee experience and customer experience and a self-managed working method.
Internal communications contribute to implementing OP Financial Group’s strategy through communication tools. Open internal communications prevent misunderstandings and enhance trust within the Group. At the same time, it involves developing operating models and channels that support active internal communications and open dialogue.
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 to OP Financial Group’s management, taking into account its relevance to OP Financial Group and to OP Corporate Bank and OP MB as issuers.
7.1 Insider Guidelines and Guidelines for Insider Trading
OP Corporate Bank’s and OP MB’s Insider Guidelines and Guidelines for Insider Trading, which they have as issuers of a financial instrument, are based on laws governing securities markets, the Market Abuse Regulation and the decrees, provisions and instructions issued by virtue thereof, and the UK MAR. In addition, Nasdaq Helsinki Ltd Guidelines for Insiders of Listed Companies are taken into account in the guidelines. The guidelines are aimed at fostering stock market participants’ trust in OP Financial Group, OP Corporate Bank and OP MB and describe, among other things, public disclosure of inside information and delaying the disclosure of inside information as well as insider lists.
8. Responsibilities and statement issuers
The Group Executive Management or the Chief Communications Officer are authorised to issue statements of principle and relevant news in public regarding OP Financial Group. Executive Management Team members, other directors 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.
Statements concerning OP Financial Group's financial development are issued by the President and Group Chief Executive Officer, Chief Financial Officer, Chief Communications Officer, Investor Relations management, and by other separately authorised persons.
Each member cooperative bank determines individually the persons authorised to comment on their matters in public.
OP Financial Group’s Investor Relations (IR) is responsible for relations with capital market representatives, coordinates the provision of information to debt investors and is in charge of implementing debt investor activities (such as roadshows and investor meetings).
Responsibility for producing and distributing stock exchange releases and interim reports, as well as annual reports, rests with OP Financial Group's Corporate Communications with Finance and Treasury. Corporate Communications is in charge of press releases and OP Financial Group's media relations.
OP Financial Group’s Disclosure Committee is responsible for the up-to-dateness of the Communications and Disclosure Policy.
This OP Financial Group's Communications and Disclosure Policy will take effect on 1 November 2024