Board of Directors

Election of the Board of Directors

The General Meeting of OP Corporate Bank elects members to the Board of Directors, and the parent OP Cooperative prepares proposals to the General Meeting related to the election. The Board of Directors has a minimum of four and a maximum of seven members. A Board member’s term begins upon closing of the General Meeting electing the member and terminates upon closing of the Annual General Meeting following the election.

Credit institutions’ board members are required to demonstrate the kind of reliability and professionalism and to fulfil the fit and proper criteria specified in the Act on Credit Institutions and official regulations. Board members are subject to a regular Fit & Proper assessment.

Diversity of the Board of Directors

OP Financial Group has a long-term approach to planning the composition of its management bodies. Effective work in management bodies requires that their members have sufficiently diverse expertise, skills and experience. Read more about the principles of the diversity of management bodies in section 3.3 of OP Financial Group’s Corporate Governance Statement 2019.

Members of the Board of Directors

Personal data, key work experience and the most significant other relevant positions of the Board members can be found on OP Financial Group’s debt investors pages at > OP Financial Group > Debt investors > Corporate Governance (OP Corporate Bank) > Board members.

Independence of Board members

All of the members of the Board of Directors are executive members dependent on the company and/or its shareholder (OP Cooperative).

Board duties

In each subsidiary of OP Cooperative Consolidated, the board of directors is responsible for due organisation of the subsidiary’s governance and operations. When performing its duties, the board of directors must take account of OP Financial Group's strategic statements and other policy lines, confirmed principles and guidelines issued by the Supervisory Board of the central cooperative and the Executive Board concerning matters where the central cooperative is obliged or has the right to issue policy lines and guidelines regarding the entire Group. The charters of the subsidiaries' boards of directors describe the duties of each board of directors.

The Board of Directors of OP Corporate Bank is responsible for the company’s management and appropriate organisation of operations. The Board of Directors must ensure that supervision of the company’s accounting and financial management is duly organised. In addition, the Board of Directors deals with, in terms of quality and extent, far-reaching and fundamentally important matters from the perspective of the company’s operations, and any unusual matters unless it has not authorised the President and CEO or another party to deal with them.

The Board of Directors and the President and CEO shall manage the company and its consolidation group professionally following sound and prudent business practices.

The Board of Directors has confirmed a written charter defining the duties and meeting procedures applying to the Board of Directors. In this respect, the Board of Directors shall, among other things:

  • decide on the company’s business strategy and its implementation

  • confirm values to be adhered to with respect to the company’s operations

  • approve annually a business plan, targets and annual plan and supervise their implementation

  • approve the principles and practices to ensure the fitness and propriety of the company’s management

  • decide on the remuneration schemes and principles applied to the company’s management and personnel

  • appoint and dismiss the President and CEO and his deputy after hearing the Executive Board of the central cooperative

  • record guidelines under section 17 of the Act on the Amalgamation of Deposit Banks and approve or deal with other guidelines according to the instructions issued by the central cooperative

  • approve the principles of internal audit and an action plan in line with principles adopted by the central cooperative Supervisory Board

  • approve the company’s compliance policy and the key principles of compliance, and annually decide on the compliance assessment

  • decide on the organisational structure and management system for the company and its functions

  • discuss and adopt the company’s Report by the Board of Directors and financial statements

  • make a proposal for dividend distribution

  • decide on the approval process for the company's costs

  • approve the principles used to promote the diversity of the Board of Directors

  • confirm annually the bank's capital plan which includes capital adequacy targets and a contingency plan

  • confirm annually OP Financial Group’s funding plan

  • confirm annually a liquidity investment plan

  • ensure that the company has business continuity planning in place in accordance with OP Financial Group's practices, the business continuity plans are up to date and are tested on an annual basis

  • decide on outsourcing functions in accordance with OP Financial Group's principles

  • consult the Internal Audit Manager and Auditor at least once a year, and

  • be responsible for any other duties of the Board of Directors as prescribed by legislation or in regulations issued by the relevant authority.