Election of the Board of Directors
The company’s Board of Directors has a minimum of three and a maximum of other eight members. The Annual General Meeting (AGM) elects members of the Board of Directors for a term of office expiring upon the closing of the AGM following their election. The Board of Directors shall elect a Chair from among its members.
According the OP MB’s Articles of Association, a Board member must resign after he/she reaches the age of 65 at the latest. In accordance with the Articles of Association, OP MB has not limited the number of the members’ terms of office or in any other manner restricted decision-making powers of a General Meeting in electing Board members.
The parent entity, OP Cooperative, prepares proposals for the election of Board members submitted to the AGM.
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 as well as OP Financial Group's internal instructions. Board members are subject to a regular Fit & Proper assessment.
Members of the Board of Directors
Personal and other details of the Board members can be found at op.fi (EN) > OP Financial Group > Debt Investors > Corporate Governance (OP Mortgage Bank) > Board members.
Independence of Board members
All of the members of the Board of Directors are executive members dependent on the company and its shareholder (OP Cooperative). Vesa Aho, Board Chair, is member of the Executive Board of the company’s parent entity, OP Cooperative, and OP Cooperative’s CFO and CEO. Hanno Hirvinen, Group Treasurer, acts as a board member.
Diversity of the Board of Directors
OP Financial Group has a long-term approach to planning the composition of its administrative bodies. Effective work in administrative bodies requires that their members have sufficiently diverse expertise, skills and experience. Read more about the principles of the diversity of administrative bodies in section 2.2 of OP Financial Group’s Corporate Governance Statement 2018.
The Board of Directors is responsible for the company’s administration and appropriate organisation of operations and for the duly organisation of the supervision of accounting and financial management. The Board of Directors deals with far-reaching and fundamentally important matters from the perspective of the company’s operations.
The Board of Directors and the Managing Director shall manage the company 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.
The following principles shall apply to Board meetings:
- The Board of Directors meeting is summoned by the Chair.
- The Chair and the Managing Director assume primary responsibility for the preparation of the meeting.
- The Board of Directors has a quorum when more than half of its members are present.
- Those present at Board meetings comprise Board members, the Managing Director, and the secretary, but Board meetings may also be attended, if needed, by some other person whose presence is necessary due to the matter under discussion.
- Minutes of Board meetings shall be drawn up and be signed by all Board members and the secretary.
Responsibilities of Chair of the Board of Directors
The Board Chair is responsible for ensuring that the Board of Directors works efficiently and performs all duties within its remit. As part of this responsibility, the Board Chair shall ensure that an individual Board member has the experience and skills required to perform his/her duties in an appropriate manner. He shall also ensure that sufficient time has been allowed for discussion and that each member present at meetings has the opportunity to express his/her opinion. The Chair is also responsible for the further development of Board work and ensures the company’s good corporate governance.