OP Cooperative's Supervisory Board

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.

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:

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:

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:

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:

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:

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