OP Financial Group’s corporate governance is comprehensive and proportionate with respect to the nature, scope and diversity of its operations to ensure the efficient management of the Group in accordance with prudential business principles, and so that the Group’s governing bodies can effectively supervise its management.
In their decision-making and corporate governance, OP Financial Group and its central cooperative, OP Cooperative, comply with the laws of Finland and standards issued by virtue of them. OP Financial Group's operations are specifically governed by the Act on the Amalgamation of Deposit Banks (Laki talletuspankkien yhteenliittymästä), the Act on Cooperative Banks and Other Cooperative Institutions, the Act on Credit Institutions, the Insurance Companies Act, the Act on Investment Services, the Co-operatives Act and the Limited Liability Companies Act.
Values and responsible operations
OP Financial Group’s mission is to promote the sustainable prosperity, security and wellbeing of its owner-customers and operating region. OP Financial Group has defined the following values that guide its operations and support its mission: people first, responsibility, and succeeding together.
In its operations, OP Financial Group applies its Code of Business Ethics, which includes the key principles for corporate responsibility and environmental impact that all employees and members of governing bodies of OP Financial Group must observe. OP Financial Group is committed to complying with international principles that guide operational responsibility. The most important of these are the principles of the United Nations Global Compact initiative. OP Financial Group is a Signatory of the Principles for Responsible Banking under the United Nations Environment Programme Finance Initiative (UNEP FI). In addition, the Group’s fund and asset management companies have signed the UN Principles for Responsible Investment (UN PRI), and Pohjola Insurance is committed to the UN Principles of Sustainable Insurance (UN PSI).
Corporate responsibility is an integral part of OP Financial Group’s business and strategy. OP Financial Group reports regularly on sustainability issues in accordance with the Global Reporting Initiative (GRI) guidelines.
The Board of Directors of OP Cooperative (the central cooperative of OP Financial Group) approves the corporate responsibility policy and sustainability programme, and significant changes to them. OP Cooperative’s Supervisory Council regularly reviews the Group’s sustainability programme, monitors its implementation and confirms the Board of Directors’ decisions concerning significant changes to the sustainability programme.
The ESG Committee established by OP Cooperative’s Executive Management Team prepares OP Financial Group’s sustainability programme and tracks progress against the agreed targets. Daily corporate responsibility routines and the implementation of the sustainability programme are coordinated by business divisions’ corporate responsibility working groups. OP Financial Group’s responsibility policies and guidelines apply to all Group companies, including OP Corporate Bank, OP Mortgage Bank and OP cooperative banks. Leadership methods are subject to the same scrutiny as the Group’s general leadership practices. Targets and operating principles are revised when, for example, changes in the business environment require response. We also have procedures in place to enable stakeholders to give us feedback on responsibility issues. OP Financial Group’s operations are guided by the Group’s strategy and values, policy statements by the management, the needs of customers and the operating environment, international commitments, and EU and national regulation. Responsibility perspectives affect all factors guiding our operations. Thus, responsibility is deeply embedded in our operations.
Principles of Good Corporate Governance
OP Cooperative’s Board of Directors and, with respect to the diversity of governance, the Supervisory Council, have confirmed the Principles of Good Corporate Governance for OP Financial Group. These Principles cover all OP Financial Group entities as applicable. The Group entities may, if necessary, draw up their own guidelines expanding on the Group-wide guidelines.
Good corporate governance means that OP Financial Group as a whole and its entities have the following regime in place:
- They have documented their organisational structure with well-defined powers, responsibilities and reporting relationships.
- They have diverse management bodies; their members have versatile skills and experience, the management bodies have balanced representation of genders and age groups and have comprehensive representation of various regions.
- The management bodies assess and develop their performance on a regular basis.
- Members of senior and executive management are reliable, fit and proper and professional.
- They identify and manage conflicts of interest.
- They have organised risk management, compliance and internal audit so that these functions are independent of business lines/divisions.
- Their remuneration principles support the achievement of targets and do not encourage risk-taking above the defined risk-taking level or acting contrary to the conflict of interest policy, and do not lead to actions against the customer’s best interests.
- They operate transparently and openly and disclose information that is relevant regarding the reliability of operations.
- They ensure that corporate security, data protection and data security are an essential and inseparable part of operations.
- When functions are outsourced, they ensure that risk management and control related to the outsourced operations are organised appropriately.
- Personnel and stakeholders have the opportunity to report any violations they have observed through an independent channel.
OP Financial Group has a long-term approach to planning the composition of administrative bodies. Effective work in management bodies requires that their members have sufficiently diverse expertise, skills and experience.
In preparing the selection of members of the management bodies, attention is paid to the person’s added value to the body's composition in terms of, for example, fostering adequate diversity. Diversity is fostered by ensuring that candidates have a wide range of knowledge, skills and experience, and that various regions, genders and age groups are represented on OP’s governing bodies.
The aim is that the central cooperative's and member cooperative banks' supervisory councils and boards of directors are represented by both genders in proportion of 60/40. To that end, they seek to ensure on a long-term basis that where any candidates have equal strengths in terms of skills and experience, the person who represents a gender that is in minority on the management body is appointed a member of the management body. In addition, each gender is represented as members of the board of directors of major subsidiaries.
Governance of OP Cooperative
OP Cooperative’s Annual Cooperative Meeting of 20 March 2019 decided to alter OP Cooperative’s bylaws. As a result of the alteration, OP Cooperative adopted a new governance structure as of 1 January 2020. Before the alteration, operational decision-making powers were exercised by the Executive Board acting as the board of directors elected by the Supervisory Board. The Executive Board was made up of management executives. In the new governance structure, OP Cooperative has a Supervisory Council, a Board of Directors and President and Group Chief Executive Officer. The Board of Directors controls and supervises the operations of the central cooperative and the whole OP Financial Group. Without prejudice to the supervisory obligation of the Board of Directors, the general duties of the Supervisory Council include supervising the governance of the central cooperative which is managed by and the responsibility of the Board of Directors and the President and Group Chief Executive Officer acting as the CEO. The President and Group Chief Executive Officer is responsible for the central cooperative’s daily management. The central cooperative’s Executive Management Team assists the President and Group Chief Executive Officer in the management of the central cooperative at operational level.