OP Corporate Bank plc's Articles of Association
Article 1: Business name and domicile
The Company's business name is OP Yrityspankki Oyj in Finnish, OP Företagsbanken Abp in Swedish and OP Corporate Bank plc in English.
The Company is domiciled in Helsinki.
Article 2: Line of business
The Company is the central financial institution of the cooperative banks and, as a commercial bank, is engaged in business operations referred to in the Act on Credit Institutions. The special purpose of the Company as the central financial institution is to promote the operations of the cooperative banks and other institutions within OP Financial Group. The Company may hold and control shares and holdings in financial institutions and insurance companies and other organisations, and engage in investment activities. The Company offers investment services as specified in Chapter 1, Section 11 of the Act on Investment Services.
Article 3: Membership of the amalgamation of deposit banks
The Company, OP Cooperative as the central institution of the amalgamation, other companies belonging to the central institution's consolidation group, the central institution's member credit institutions and companies belonging to their consolidation groups, and credit institutions, financial institutions and service companies in which the abovementioned institutions jointly hold more than half of the voting rights form the amalgamation as referred to in the Act on the Amalgamation of Deposit Banks (Laki talletuspankkien yhteenliittymästä). The Company is a member of OP Cooperative and belongs to said amalgamation.
The Company is obliged to participate in any necessary support measures aimed at preventing another member credit institution of the central institution from going into liquidation, and to pay a debt for another member credit institution as referred to in Section 5 of said Act.
The central institution supervises the operations of the Company as specified in said Act, confirms the operating principles referred to in Section 5 above with which it must comply, and issues instructions to the Company on capital adequacy and risk management, good corporate governance and internal control to secure liquidity and capital adequacy, as well as instructions on compliance with uniform accounting policies in the preparation of the amalgamation's consolidated financial statements.
Article 4: Board of Directors
The Board of Directors has a Chairman, who chairs the Executive Board of the central institution of the amalgamation as referred to in Article 3 above, and a minimum of two (2) and a maximum of three (3) other members elected by the General Meeting of Shareholders.
The term of office of the members of the Board of Directors, elected by the General Meeting of Shareholders, begins from the closing of the Meeting performing their election and terminates at the closing of the following AGM.
Article 5: President and CEO
The Company has a President and CEO appointed by the Board of Directors.
Article 6: Right of representation
A member of the Board of Directors and the President and CEO two together may represent the Company.
In addition, the Board of Directors may authorise two designated persons to represent the Company jointly or each severally together with a Board member of the President and CEO.
Article 7: Auditor
The Company appoints one auditor, which must be a firm of authorised public accountants certified by the Central Chamber of Commerce.
The auditors' term of office is the accounting period on which they were elected, ending upon the closing of the Annual General Meeting following their election.
Article 8: Notice of General Meeting
A written notice of the Annual General Meeting shall be delivered no earlier than four weeks and no later than one week prior to the Meeting.
Article 9: Annual General Meeting
The Annual General Meeting must be held within six months of the termination of the financial year on a date specified by the Board of Directors.
The Annual General Meeting shall present
- the financial statement, the report by the Board of Directors;
- adoption of the financial statements;
- allocation of profit shown on the balance sheet;
- discharge from liability of the members of the Board of Directors and the President and CEO;
- the number of Board members and their remuneration;
- auditors' fees;
- board members and auditor;
any other business in the Notice of the Meeting.