Lähikuva OP-valomainoksesta.

OP Cooperative's Supervisory Board

Election, members and term of the Supervisory Board

In accordance with the Bylaws, the central cooperative's Supervisory Board has a minimum of 32 and a maximum of 36 members elected by the Cooperative Meeting. Sixteen (16) Supervisory Board members shall be elected from the regions of the Federations of Cooperative Banks in such a way that three (3) members shall be elected from each Federation of Cooperative Banks in Pohjois-Suomi, Pohjanmaa-Österbotten, Itä-Suomi and Länsi-Suomi-Sydkusten and two (2) from each Federation of Cooperative Banks in Sisä-Suomi and Etelä-Suomi. In addition, sixteen (16) members representing the Federations of Cooperative Banks are elected in such way that their seats among the Federations are determined in proportion to the total number of the owner-customers in the member banks of the Federation of Cooperative Banks in respect of all OP Financial Group's owner-customers.

A minimum of four (4) of the Supervisory Board members must be persons who are not members of a governing body of an OP Financial Group company, their managing directors or have no employment contract with such a company.

The Supervisory Board members' term of office is three years. However, the term of office of the members elected based on the number of owner-customers terminates earlier if the allotment of seats among the Federations of Cooperative Banks changes on the basis of the number of owner-customers.

A person known as honest and reliable is an eligible Supervisory Board member who, based on his/her professional experience, can be assessed to be qualified to work efficiently on the Supervisory Board and who fulfils other requirements set in OP Financial Group's internal guidelines.

Responsibilities of the Supervisory Board

The Supervisory Board is tasked with confirming OP Financial Group's strategy and risk tolerances as well as other strategic targets and objectives as well as supervising the central cooperative's governance within the remit of the Executive Board and CEO, and ensuring that the central cooperative's operations are managed in an expert and prudent manner in accordance with the Co-operatives Act, the Act on the Amalgamation of Deposit Banks, other regulations and regulatory requirements, the central cooperative Bylaws and in the best interests of the central cooperative and OP Financial Group.

To fulfil its statutory supervisory duties, the Supervisory Board is tasked with:

  •  monitoring the implementation of OP Financial Group's strategy and ensuring reliable supervision of compliance with OP Financial Group's strategy and risk tolerances as well as other strategic statements and principles
  • ensuring that OP Financial Group's internal control systems are reliable
  • regularly assessing the effectiveness of OP Financial Group's corporate governance
  • taking any necessary measures to remedy shortcomings observed through its supervision.

By law, the Supervisory Board is also tasked with:

  • approving OP Financial Group's operating principles aimed at promoting the diversity of the composition of the governing bodies and having the objective of equal gender representation in the governing bodies and drawing up the principles applied to achieve and maintain the objective;
  • deciding on the general principles of OP Financial Group's remuneration schemes
  • appointing and discharging the President and Group Executive Chair, acting as the Executive Board Chair, and his deputy and other Executive Board members as well as deciding on their emoluments and pension benefits and the division of responsibilities
  • issuing to the Annual Cooperative Meeting an opinion on the financial statements, the consolidated financial statements and the Report by the Executive Board
  • deciding on convening a Cooperative Meeting.

The Supervisory Board Charter stipulates other Supervisory Board responsibilities.

Supervisory Board Chair and Vice Chairs (presiding officers)

At its first meeting after the Annual Cooperative Meeting, the Supervisory Board shall elect from among its members a Chair and two Vice Chairs until the closing of the next Annual Cooperative Meeting. The Supervisory Board Chair and at least one of the Vice Chairs must be a person who is not the managing director of an OP Financial Group company or has an employment contract with such a company.

The presiding officers of the Supervisory Board comprise the Chair and both Vice Chairs of the Supervisory Board. The presiding officers communicate to the Executive Board Chair and Vice Chair in respect of important and far-reaching strategic issues relevant to OP Financial Group and the central cooperative consolidated as well as to OP Financial Group's HR directors in HR issues in which the Executive Board is disqualified.

Supervisory Board's meeting and decision-making procedures

Convened by the Chair or, whenever he is prevented, the Vice Chair, the Supervisory Board meeting is primarily held 6–7 times a year. The Supervisory Board meeting has a quorum when more than half of its members are present. Items on the Supervisory Board meeting agenda are discussed in advance by the Supervisory Board Working Committee or by other Supervisory Board committees.

 

Those who have the right to be present and speak at the meetings include members of OP Cooperative's Executive Board, Chief Risk Officer, Chief Compliance Officer, Chief Audit Executive and other persons reporting to the President and Group Executive Chair as well as five specifically appointed employee representatives or their deputies, if any.

 

The Supervisory Board has adopted, for example, the following charters and instructions:

  • The charter for the Supervisory Board
  • The charter for the Supervisory Board presiding officers
  • The charter for OP Financial Group's Nomination Committee
  • The charter for the Supervisory Board's Working Committee
  • The charter for the Supervisory Board's Audit Committee
  • The charter for the Supervisory Board's Remuneration Committee
  • The charter for the Supervisory Board's Risk Management Committee
  • The charter for the central cooperative consolidated's Executive Nomination Committee
  • The charter for the Executive Board
  • Principles of good corporate governance
  • Principles of internal control
  • Risk-taking and Risk Appetite Framework
  • Accounting policies and the principles of capital adequacy measurement.

In addition, the Supervisory Board confirms operating principles regarding OP Financial Group.

Supervisory Board committees

At its regrouping meeting in spring 2018, the Supervisory Board elected from among its members five committees for a term of one year: Working Committee, Audit Committee, Remuneration Committee and Risk Management Committee as well as the central cooperative consolidated's Nomination Committee. In addition, the presiding officers have a status comparable with a committee. Acting as bodies supporting the Supervisory Board, as a rule the committees have no independent decision-making powers.

The Supervisory Board also appoints, from among its members, members of the committees reporting to it and the Chair and Vice Chairs of the Audit Committee and the Risk Management Committee, and confirms the rules of procedure for the committees. By the end of each June, the Supervisory Board appoints the Chair and Vice Chair of OP Financial Group's Nomination Committee.

OP Cooperative Supervisory Board members by the federation of cooperative banks as of 20 March 2019 (members elected on the basis of capital adequacy and whose term is marked with)

*All managerial duties in OP Financial Group are counted in the number of managerial positions, including those listed in this table and the tables below.

Name, year of birth and place of residence

Federation of Cooperative Banks and member's term of office

Position on OP Cooperative’s Supervisory Board (number of managerial positions in parentheses)*

Full-time position, job title, education/degree(s)

Position of the person with an administrative staff background at a cooperative bank

Alho Timo, 1964, Lappeenranta

Etelä-Suomi, 2018–(2021)

Member (4)

Executive Director, Lappeenranta University of Technology Support Foundation, M.Sc. (Econ.), Diploma in Business and Administration

Chair of the Board of Directors, Etelä-Karjalan Osuuspankki

Arvio Kalle, 1964, Siikajoki

Pohjois-Suomi,
2018–(2021)

Member (3)

Managing Director, Ruukin Osuuspankki, Diploma in Business and Administration, MBA, LKV (authorised real estate agent), APV1 degree

 

Bäckman Tiina, 1959, Oulu

Other member (elected without following the regional principle) 2017–2020

Member (2)

Rautaruukki Pension Fund, Chair of the Board of Directors, LL.M, Trained on the bench

 

Enberg Leif, 1954, Korsnäs

Pohjanmaa–Österbotten,
2019–2022

Member (5)

Entrepreneur, Mapromec Ab, M.Sc. (Econ. & Bus. Adm.)

Chair of the Board of Directors,
Korsnäs Andelsbank

Harju Anne, 1969, Salla

Pohjois-Suomi 2018–(2021)

Member (3)

Managing Director, Sallan Osuuspankki, M.Sc. (Agr. & For.)

 

Heinonen Jarna, 1965, Kaarina

Länsi-Suomi–Sydkusten,
2018–(2021)

Member (3)

Professor in Entrepreneurship, Turku School of Economics, University of Turku, D.Sc. (Econ. & Bus. Adm.)

Chair of the Board of Directors,
Turun Seudun Osuuspankki

Helin Mika, 1965, Hämeenlinna

Etelä-Suomi, 2019–2020

Member (3)

Managing Director, OP Etelä-Häme, M.Sc. (Econ. & Bus. Adm.)

 

Hinkkanen Mervi, 1954, Kontiolahti

Itä-Suomi, 2017–2020

Member (2)

Coordinator, Karelia University of Applied Sciences,
Bachelor of Hospitality Management, MBA

Chair of the Board of Directors, Pohjois-Karjalan Osuuspankki

Hällfors Terttu, 1955, Ulvila

Länsi-Suomi–Sydkusten,
2017–2020

Member (2)

Health Centre Physician, Ulvila Health Centre, Lic. Med.

Chair of the Board of Directors, Länsi-Suomen Osuuspankki

Jurmu Taija, 1976, Rovaniemi

Pohjois-Suomi,
2019–2022

Member (4)

Lawyer, Asianajotoimisto Jurmu,
Master of Laws, Bar Examination, ABM Chair

Vice Chair of the Board of Directors, Pohjolan Osuuspankki

Kaakko Marja-Liisa, 1965, Kalajoki

Pohjanmaa-Österbotten,
2019–2022

Member (2)

Senior Lecturer, Centria University of Applied Sciences, M.Sc. (Econ.), M.Sc. (Econ. & Bus. Adm.)

Vice Chair of the Board of Directors, Kalajoen Osuuspankki

Kiander Jaakko, 1963, Helsinki

Other member (elected without following the regional principle)
2018–2021

Member (2)

Director, Ilmarinen Mutual Pension Insurance Company, D.Soc.Sc.

 

Kietäväinen Seppo, 1959, Juva

Itä-Suomi, 2018–2021

Member (3)

M.Sc. (Agric.)

Chair of the Board of Directors, Suur-Savon Osuuspankki

Koivula Olli, 1955, Kitee

Itä-Suomi, 2018–(2021)

Member (2)

Managing Director, Kiteen Seudun Osuuspankki, M.Sc. (Econ. & Bus. Adm.), M.Sc. (Agric.)

 

Korkonen Jaakko, 1966, Seinäjoki

Pohjanmaa–Österbotten, 2018–2021

Member (2)

Senior Lecturer, Seinäjoki Joint Municipal Authority for Education / Vocational Adult Education Sedu, M. Eng., certificate in educational administration

Chair of the Board of Directors, Peräseinäjoen Osuuspankki

Kuosa-Kaartti Katja-Riina, 1973, Orimattila

Etelä-Suomi, 2018–(2021)

Member (3)

Authorised Public Accountant, Tilintarkastus Kuosa-Kaartti Oy, M.Sc. (Econ. & Bus. Adm.)

Chair of the Board of Directors, Orimattilan Osuuspankki

Kääriäinen Jukka, 1953, Iisalmi

Itä-Suomi,
2018–2021

Member (2)

Planner,
Social Insurance Institution of Finland, M.Soc.Sc.

Supervisory Board Chair, Pohjois-Savon Osuuspankki

Luomala Juha, 1963, Valkeakoski

Sisä-Suomi, 2017–2020

Member (3)

Managing Director, Valkeakosken Osuuspankki, M.Sc. (Econ. & Bus. Adm.), LKV (authorised real estate agent)

 

Metsä-Tokila Timo, 1968, Naantali

Länsi-Suomi–Sydkusten, 2018–(2021)

Member (2)

Director, Centre for Economic Development, Transport and the Environment for Southwest Finland

Vice Chair of the Board of Directors, Paattisten Osuuspankki

Myller Kyösti, 1957, Ilomantsi

Sisä-Suomi, 2018–(2021)

Member (2)

Managing Director, Jämsän Seudun Osuuspankki, Diploma in Business and Administration, MBA

 

Nieminen Juha-Pekka, 1955, Uusikaupunki

Länsi-Suomi–Sydkusten, 2018–2021

Member (2)

Managing Director, OP Lounaisrannikko, M.Sc. (Econ.), eMBA

 

Nikola Annukka, 1960, Kirkkonummi

Etelä-Suomi,
2018–(2021)

Member (4)

Director, Administration,
Konehuone Oy, M.Sc. (Econ. & Bus. Adm.), M.Sc. (Econ.)

Supervisory Board Chair, Länsi-Uudenmaan Osuuspankki

Niskanen Yrjö, 1957, Rantasalmi

Itä-Suomi, 2018–(2021)

Member (2)

D.Sc. (Agriculture and Forestry)

Vice Chair of the Board of Directors, OP Rantasalmi, Board Member, Suur-Savon OP-liitto

Näsi Olli, 1963, Huittinen

Länsi-Suomi–Sydkusten,
2018–(2021)

Member (3)

Managing Director,
Satakunnan Osuuspankki, LL.M, Trained on the bench, eMBA

 

Palomäki Riitta, 1957, Helsinki

Other member (elected without following the regional principle)
2017–2020

Member (2)

M.Sc. (Econ. & Bus. Adm.)

 

Pehkonen Jaakko, 1960,
Jyväskylä

Sisä-Suomi,
2017–2020

Chair of the Supervisory Board (5)
 

Professor of Economics, University of Jyväskylä, D.Sc. (Econ. & Bus. Adm.)

Chair of the Board of Directors, Keski-Suomen Osuuspankki

Rosas Saila, 1962, Elimäki

Etelä-Suomi, 2019–2021

Member (2)

Managing Director, OP Länsi-Kymi, D.Sc. (Econ. & Bus. Adm.)

 

Sahlström Petri, 1971, Oulu

Pohjois-Suomi,
2019–2022

Member (3)

Professor, University of Oulu, Oulu Business School, D.Sc. (Econ. & Bus. Adm.)

Vice Chair of the Board of Directors, Oulun Osuuspankki

Sandell Carolina, 1978, Mariehamn

Länsi-Suomi–Sydkusten, 2019–2022

Member (2)

M.A., Entrepreneur, Lina Sandell Ab

Board Member, Andelsbanken för Åland

Saukkonen Timo, 1963, Simpele

Etelä-Suomi, 2019–(2022)

Member (3)

M.Sc. (Agr. & For.), Agriculture and Forestry Entrepreneur

Chair of the Board of Directors, Simpeleen Osuuspankki

Sotarauta Markku, 1963, Ylöjärvi

Sisä-Suomi, 2018–(2021)

Member (2)

Professor, University of Tampere, D.Sc. (Admin.)

Vice Chair of the Board, OP Tampere

Suhonen Timo, 1959, Nivala

Pohjanmaa–Österbotten, 2018–(2021)

Member (2)

Managing Director, Suomenselän Osuuspankki, M.Sc. (Econ. & Bus. Adm.), eMBA, LKV (authorised real estate agent)

 

Tarkkanen Olli, 1962, Seinäjoki

Pohjanmaa–Österbotten, 2018–(2021)

Second Vice Chair of the Supervisory Board (4)

Managing Director, Etelä-Pohjanmaan Osuuspankki, LL.M, Trained on the bench, eMBA

 

Väisänen Mervi, 1963, Sotkamo

Pohjois-Suomi,
2019–2022

First Vice Chair of the Supervisory Board (7)

Senior Lecturer in Marketing,
Kajaani University of Applied Sciences, M.Sc. (Econ. & Bus. Adm.)

Vice Chair of the Board of Directors, Kainuun Osuuspankki

Väänänen Ari, 1973, Maaninka

Itä-Suomi,
2018–(2021)

Member (3)

Managing Director,
Maaningan Osuuspankki, LL.M, Trained on the bench

 

Ylimartimo Arto, 1959, Oulunsalo

Other member (elected without following the regional principle)
2017–2020

Member (2)

Chair of the Board of Directors, Asylum Oy
M.Sc. (Econ. & Bus. Adm.), Authorised Public Accountant

 

Working Committee

The Committee includes the Supervisory Board Chair as its Chair, Supervisory Board Vice Chairs, the Chair of the Audit Committee and the Chair of the Risk Management Committee plus at least five other members.

A maximum of three of the Committee members may be managing directors of member banks and a minimum of three persons must be persons who are not members of a governing body of an OP Financial Group company, managing directors or have no employment contract with such a company.

The Working Committee is in charge of supervision referred to in §13 of the Bylaws of OP Cooperative. In the Committee Charter, the Supervisory Board may also set other tasks for the Committee.

Convened by its Chair, the Working Committee meets at least eight times a year. The central cooperative's Executive Board prepares the meeting agenda.

Members of Supervisory Board Working Committee:

Name and year of birth

Role

Education/degree(s)

Full-time position, job title

Jaakko Pehkonen, 1960

Chair

D.Sc. (Econ. & Bus. Adm.)

Professor of Economics, University of Jyväskylä

Mervi Väisänen, 1963

Vice Chair            

M.SC. (Econ. & Bus. Adm.)
M.Sc. (Econ.)

Senior lecturer in marketing, Kajaani University of Applied Sciences

Olli Tarkkanen, 1962

Member

LL.M, Trained on the bench, eMBA

Managing Director, Etelä-Pohjanmaan Osuuspankki

Kalle Arvio, 1964

Member

Diploma in Business and Administration, MBA, LKV (authorised real estate agent), APV1 degree

Managing Director, Ruukin Osuuspankki

Tiina Bäckman, 1959

Member

Senior Lawyer

Rautaruukki Pension Fund, Chair of the Board of Directors

Leif Enberg, 1954

Member

M.Sc. (Econ. & Bus. Adm.)

Entrepreneur, Oy Mapromec Ab

Jarna Heinonen, 1965

Member

D.Sc. (Econ. & Bus. Adm.)

Professor in Entrepreneurship, Turku School of Economics, University of Turku

Mika Helin, 1965

Member

M.Sc. (Econ. & Bus. Adm.)

Managing Director, OP Etelä-Häme

Riitta Palomäki, 1957

Member

M.Sc. (Econ. & Bus. Adm.)

 

Arto Ylimartimo, 1959

Member

M.Sc. (Econ. & Bus. Adm.), Authorised public accountant

Chair of the Board of Directors, Asylum Oy

 

Members are annually elected at the regrouping meeting of the Supervisory Board following the Annual Cooperative Meeting.

Audit Committee

During its regrouping meeting, the Supervisory Board elects, from among its members, four members to the Audit Committee for a one-year term and appoints from amongst them a Chair, Vice Chair and three managing directors of OP cooperative banks to act as permanent expert members for a term of three years or until the end of the term of the Supervisory Board. An Audit Committee member with an employment or executive contract with the Group may not be involved in the daily management of a credit institution whose affairs belong to the Committee's duties. At least one Committee member who has adequate expertise in accounting or audit must be outside of OP Financial Group.

The Audit Committee must have adequate expertise in accounting, book-keeping, financial reporting and accounting practices as well as internal audit. The Chair of the Committee must have special knowledge and experience in the application of accounting policies and internal control processes.

The Audit Committee is tasked with assisting the Supervisory Board to ensure that the central cooperative consolidated and OP Financial Group have in place an adequate and well-functioning control system to cover all operations and that the central cooperative consolidated's and OP Financial Group's accounting and financial management control is organised appropriately.

The Committee is also tasked with monitoring that the central cooperative consolidated's and OP Financial Group's activities and internal control are organised in accordance with the requirements of the laws and regulations and the principles of good corporate governance, in addition to supervising the performance of internal audit.

The Audit Committee also helps the Supervisory Board in ensuring that the central cooperative consolidated is managed in an expert and prudent manner that promotes the competitiveness and success of OP Financial Group.

In addition, the Audit Committee is tasked, for example, with:

  • discussing the Group's accounting policies and capital adequacy measurement principles to be submitted to the Supervisory Board for adoption;
  • supervising for its part financial reporting;
  • supervising for its part compliance with laws, regulations and other provisions;
  • supervising compliance with the Code of Business Ethics;
  • supervising the performance and effectiveness of internal audit;
  • assessing the sufficiency and effectiveness of internal control and risk management as well as efficiency especially from the perspective of financial position reporting;
  • dealing for its part with issues related to regulatory supervision;
  • dealing with and assessing matters related to auditing and auditors.

The Audit Committee meets at least six times a year.

Members of Supervisory Board Audit Committee:

Name and year of birth

Role

Education/degree(s)

Full-time position, job title

Riitta Palomäki,
1957

Chair

M.Sc. (Econ. & Bus. Adm.)

 

Katja Kuosa-Kaartti, 1973 

Vice Chair

M.Sc. (Econ. & Bus. Adm.)

Authorised public accountant, Tilintarkastus Kuosa-Kaartti Oy

Terttu Hällfors, 1955 

Member

Lic.Med.

Health Centre Physician, Ulvila Health Centre 

Jaakko Kiander,
1963

Member

Dr.Soc.Sc.

Director, Ilmarinen Mutual Pension Insurance Company

Anne Harju,
1969

Expert member
(2018–2021)

M.Sc. (Agriculture and Forestry)

Managing Director, Sallan Osuuspankki

Timo Suhonen, 1959

Expert member
(2018–2021)

M.Sc. (Econ. & Bus. Adm.), eMBA, LKV (authorised real estate agent)

Managing Director, Suomenselän Osuuspankki 

Ari Väänänen,
1973

Expert member
(2018–2021)

LL.M, Trained on the bench

Managing Director, Maaningan Osuuspankki

 

Members are annually elected at the regrouping meeting of the Supervisory Board following the Annual Cooperative Meeting; the term of the expert member is three years or until the end of the term of the Supervisory Board (term in parentheses).

Remuneration Committee

The Remuneration Committee comprises the Supervisory Board Chair, Vice Chair as his first deputy and a maximum of other three members annually appointed by the Supervisory Board. A person included in the Supervisory Board, who has no employment or executive contract with an OP Financial Group company, may be a Committee member.

The Remuneration Committee is tasked, for example, with controlling and supervising the development of management and employee remuneration within OP Financial Group, assessing the performance of remuneration schemes in order to ensure that remuneration is in line with the Group’s core values, strategy, objectives, risk policies and control system, and assessing incentives under the remuneration schemes and other effects on the management of risks, capital and liquidity. In addition, the Committee confirms, for instance, the performance metrics for OP Financial Group’s personnel fund and their outcome and confirms those included in the Group’s long-term management remuneration scheme and the amount of earned bonuses.

Furthermore, the Remuneration Committee, for example:

  • prepares proposals to the Supervisory Board on OP Financial Group's remuneration principles and on the long-term remuneration schemes in place in OP Financial Group as well as on the general terms and conditions of remuneration schemes
  • confirms practices related to OP Financial Group's pay and remuneration according to the remuneration principles and pay policy determined by the Supervisory Board
  • monitors and supervises regularly the implementation of OP Financial Group's remuneration principles and pay policy, and compliance with the rules and regulations concerning remuneration schemes within the entire OP Financial Group
  • provides an overall, OP Financial Group level assessment of the fulfilment of conditions for remuneration in terms of the consolidation group's earnings and earnings performance, capital adequacy, credit rating and financial and other factors before the payout of bonuses for each year and of deferred amounts
  • confirms structural and other changes related to the development of remuneration
  • confirms annually the bases for the pay scale and for the assessment of job grades within OP Financial Group
  • confirms risk-taker jobs whose holders may have an impact on the risk profile of the Group, company or Group member cooperative bank;
  • exercises oversight to ensure that the rules and regulations governing remuneration and incentive schemes are followed throughout OP Financial Group
  • supervises the overall remuneration for people in charge of OP Financial Group’s risk management, compliance and business-independent control functions
  • annually issues a recommendation on the remuneration applied to the management of OP cooperative banks
  • annually confirms the short-term remuneration schemes for the management and personnel of OP cooperative banks
  • confirms a recommendation on the overall remuneration applied to OP-Kiinteistökeskus real estate agents.

Convened by its Chair, the Remuneration Committee meets 5–8 times a year.

Members of OP Financial Group Remuneration Committee:

Name and year of birth

Role

Education/degree(s)

Full-time position, job title

Jaakko Pehkonen, 1960

Chair

D.Sc. (Econ. & Bus. Adm.)

Professor of Economics, University of Jyväskylä

Mervi Väisänen, 1963

Vice Chair

M.Sc. (Econ. & Bus. Adm.)

Senior lecturer in marketing, Kajaani University of Applied Sciences

Taija Jurmu,
1976

Member

Master of Laws, Degree of Bar, ABM Chair

Lawyer, Asianajotoimisto Jurmu

Annukka Nikola,
1960

Member

M.Sc. (Econ. & Bus. Adm.),
M.Sc. (Econ.)

Director, Administration, Konehuone Oy

Seppo Kietäväinen,
1959

Member

M.Sc.(Agric.)

 

 

Members are annually elected at the regrouping meeting of the Supervisory Board following the Annual Cooperative Meeting.

 

Risk Management Committee

The Supervisory Board elects from among its members four Risk Management Committee members for a one-year term, who have the required expertise related to the credit institution’s and OP Financial Group’s risk capacity and the Group’s risk policies based on the strategy, and appoints from among the Committee members a Chair and Vice Chair as well as three separately appointed OP cooperative banks’ managing directors as permanent expert members from among Supervisory Board members. At least one of the Committee members must be outside of OP Financial Group.

The Risk Management Committee assists the Supervisory Board in matters related to the central cooperative consolidated's and Group's risk-taking and risk management, as well as risk-based supervision, in order to ensure that the executive management conforms to the risk-taking policy laid out in the Group strategy and the risk limits decided by the Supervisory Board.

The Risk Management Committee assists the Supervisory Board in ensuring that an adequate risk management system is in place and that no exposure is so large that it can jeopardise business continuity, capital adequacy, liquidity and strategy implementation.

The Committee must assess whether the prices charged for services that tie the capital of the central cooperative and its consolidation group are in line with their business model and strategic risk policies and, if this is not the case, draw up a plan to make corrections. The Committee must assist the Supervisory Board’s Remuneration Committee in creating sound remuneration schemes.

To carry out its duties, the Risk Management Committee performs the following, for example:

  • Discusses the Group's Risk-taking and Risk Appetite Framework document for confirmation by the Supervisory Board, including the Group's risk tolerances, the principles of the control system required by joint and several liability, statements on the adequacy of capital and liquidity as well as Recovery Plan updates.
  • Supervises compliance of the risk policy with the Group strategy and risk tolerances; the quality of capital held by the Group and its entities, profit performance, risk exposure and compliance with the risk policy, risk tolerances and control limits.
  • Assesses the adequacy of the Group's Risk Appetite Framework, the Group's risk exposure on the basis of risk analyses and the quality and sufficiency of the Group’s risk management and capital adequacy management on the basis of various reports.
  • Monitors OP cooperative banks’ risk categories, the performance of the drafting body preparing ALM and risk management issues to the Executive Board, risk assessments issued by the regulator, the development of the regulatory framework related to the Group in respect of risk management.

The Risk Management Committee meets at least six times a year.

Members of Supervisory Board Risk Management Committee:

Name and year of birth

Role

Education/degree(s)

Full-time position, job title

Arto Ylimartimo,
1959

Chair

M.Sc. (Econ. & Bus. Adm.), Authorised public accountant

Chair of the Board of Directors, Asylum Oy

Petri Sahlström, 1971

Vice Chair

D.Sc. (Econ. & Bus. Adm.)

Professor, University of Oulu, Oulu Business School

Timo Alho, 1964

Member

M.Sc. (Econ.), Diploma in Business and Administration

Executive Director, Lappeenranta University of Technology Support Foundation

Tiina Bäckman,
1959

Member

Senior Lawyer

Rautaruukki Pension Fund, Chair of the Board of Directors

Juha Luomala,
1963

Expert member (2017–2020)

M.Sc. (Econ. & Bus. Adm.), LKV (authorised real estate agent)

Managing Director, Valkeakosken Osuuspankki

Kyösti Myller, 1957

Expert member (2019–2021)

Diploma in Business and Administration, MBA

Managing Director, Jämsän Seudun Osuuspankki

Olli Näsi,
1963

Expert member (2018–2021)

LL.M, Trained on the bench, eMBA

Managing Director, Satakunnan Osuuspankki

 

Members are annually elected at the regrouping meeting of the Supervisory Board following the Annual Cooperative Meeting; the term of the expert member is three years or until the end of the term of the Supervisory Board (term in parentheses).

The central cooperative consolidated management Nomination Committee

The central cooperative consolidated Executive Nomination Committee comprises the Supervisory Board’s Chair, the first Vice Chair and at least one other Supervisory Board member.

The Committee prepares proposals to the Supervisory Board on the nomination of the central cooperative’s Executive Board members, the Chief Audit Executive and Compliance Officer, including the job descriptions and the related checks, the terms and conditions of the executive contract as well as termination. The Committee nominates persons other than those mentioned above directly reporting to the President and Group Executive Chair, based on the so-called one-over-one principle.

The statutory duty of the Nomination Committee is to assist the Supervisory Board especially in

  • assessing the collective knowledge, skills, experience and diversity of the Executive Board and the time commitment expected of its members, preparing descriptions of the roles and required capacities of new members, and assessing work performing by individual members
  • promoting the diversity and the equal representation of genders on the Executive Board.

The Charter of the Nomination Committee prescribes other Committee duties.

Members of the central cooperative consolidated management Nomination Committee:

Name and year of birth

Role

Education/degree(s)

Full-time position, job title

Jaakko Pehkonen, 1960

Chair

D.Sc. (Econ. & Bus. Adm.)

Professor of Economics, University of Jyväskylä

Mervi Väisänen, 1963

Vice Chair    

M.Sc. (Econ. & Bus. Adm.)

Senior lecturer in marketing, Kajaani University of Applied Sciences

Taija Jurmu,
1976

Member

Master of Laws, Degree of Bar, ABM Chair

Lawyer, Asianajotoimisto Jurmu

Annukka Nikola,
1960

Member

M.Sc. (Econ. & Bus. Adm.), M.Sc. (Econ.)

Director, Administration, Konehuone Oy

 

Members are annually elected at the regrouping meeting of the Supervisory Board following the Annual Cooperative Meeting.