Structure of OP Financial Group and OP Corporate Bank Group

In terms of operations and ownership, OP Corporate Bank belongs to OP Financial Group. Established in 1902, OP Financial Group is a financial services group based on a cooperative foundation. OP Financial Group is made up of 147 OP cooperative banks (as at 31 December 2019) and their central cooperative (OP Cooperative) as well as a number of subsidiaries and affiliates.

Member cooperative banks and OP Cooperative Consolidated credit institutions form the amalgamation of deposit banks. Its central cooperative is OP Cooperative.

OP Cooperative Consolidated comprises OP Cooperative, which acts as the parent entity, and entities majority-owned or wholly-owned by the parent institution or any of its subsidiaries. OP Corporate Bank plc with its subsidiaries is part of OP Cooperative Consolidated and is a subsidiary wholly owned by OP Cooperative and a member credit institution that belongs to the amalgamation.

OP Corporate Bank acts as the central financial institution for OP Financial Group OP cooperative banks.

The central cooperative is obliged to support its member credit institutions and is liable for their debts. The member credit institutions are obliged to participate in any necessary support measures aimed at preventing another member credit institution from going into liquidation. In addition, they are jointly and severally liable for debts of a member credit institution failing to meet its obligations.

Read more about OP Financial Group’s structure in section 2 of OP Financial Group’s Corporate Governance Statement 2019.

OP Corporate Bank Group comprises OP Corporate Bank plc, the parent company, and its subsidiaries. The most significant subsidiaries include Pohjola Insurance Ltd and A-Insurance Ltd engaged in non-life insurance business, Pohjola Hospital Ltd engaged in special healthcare services and OP Custody Ltd engaged in securities custody and clearing services. In addition, OP Corporate Bank plc has branches in Estonia, Latvia and Lithuania and subsidiaries engaged in asset and sales finance operations. Of the structured entities, real estate funds Real Estate Fund II ja Real Estate Fund III have been consolidated into the Group.

Pohjola Insurance Ltd and Eurooppalainen Insurance Company Ltd accepted a merger plan on 15 March 2019, according to which the latter merged into the former in 31 October 2019.

Pohjola Insurance Ltd and A-Insurance Ltd accepted a merger plan on 29 May 2019, according to which the latter will merge into the former. The planned date for registration of the merger is 30 April 2020.

OP Corporate Bank’s governance structure

The only shareholder of OP Corporate Bank, OP Cooperative, exercises the decision-making power of shareholders at the General Meeting. The General Meeting elects the Board of Directors and auditors, for example. Instead of the General Meeting, a shareholder may make a written shareholder decision on a matter within the powers of the General Meeting. The Board of Directors is in charge of the company’s strategic management. Responsibility for operational management rests with the President and CEO appointed by the Board of Directors.