Management system of the central cooperative consolidated and central cooperative subsidiaries
The central cooperative consolidated consists of OP Cooperative (central cooperative), which is the parent company owned by the amalgamation’s member banks, and subsidiaries, which the central cooperative and/or its subsidiary wholly own, in which they have majority of votes or in which the central cooperative and/or its subsidiary exercise control on other grounds.
OP Cooperative acts as OP Financial Group’s strategic owner institution and the central cooperative of the amalgamation, as referred to in the Act on the Amalgamation of Deposit Banks. It is in charge of Group control and supervision.
In each subsidiary of the central cooperative consolidated, the board of directors is responsible for due organisation of the subsidiary’s governance and operations. When performing their duties, the boards of directors take account of OP Financial Group’s strategic statements and other policy lines, confirmed principles and guidelines issued and confirmed by OP Cooperative’s Supervisory Council, Board of Directors and President and Group Chief Executive Officer concerning matters where the central cooperative is obliged or has the right to issue policy lines and guidelines regarding the entire Group.
OP Cooperative’s (the central cooperative’s) Board of Directors presents significant subsidiaries of the central cooperative with proposals for the appointment of board members (aside from representatives of member cooperative banks). The Supervisory Council, in turn, presents significant central cooperative subsidiaries with proposals for the appointment of board members representing member cooperative banks. After this, the subsidiary’s board of directors is elected in a manner specified in the articles of association and the laws in force. As part of shareholder engagement, the central cooperative’s Board of Directors also makes proposals for the appointment of managing directors and their deputies for significant subsidiaries, but the appointment decision is made by the board of directors of the subsidiary concerned.
The charters of the subsidiaries’ boards of directors describe the duties of each board of directors. The boards of directors annually draw up an action plan showing a meeting schedule and the most important items on each meeting’s agenda.