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Management System

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 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 Board of Directors prepares proposals for the central cooperative’s candidates for the subsidiaries’ boards of directors. The Supervisory Council makes proposals for members representing member cooperative banks on the boards of directors of significant subsidiaries. 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, OP Cooperative’s Board of Directors also prepares proposals for the managing directors of subsidiaries before their appointment. The Group's guidelines on the management of conflicts of interest are taken into account in the selections.

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.