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 OP Financial Group’s Corporate Governance Statement.

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, the board of directors is responsible for due organisation of the subsidiary’s governance and operations. When performing their duties, the board of directors must take account of OP Financial Group’s strategic statements and other policy lines, confirmed principles and instructions issued by the central cooperative’s Supervisory Council, Board of Directors and President and Group Chief Executive Officer concerning matters where the central cooperative is obliged or has the right to issue policy lines 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, farreaching and fundamentally important matters in principle from the perspective of the company’s operations, and any unusual matters. 
The Board of Directors and the Executive Vice President and Chief Executive Officer must manage the company and its consolidation group professionally following sound and prudent business practices and the principles of good corporate governance. 
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: 
  • appoint and dismiss the EVP and CEO and their deputy after hearing the Board of Directors of the central cooperative 
  • confirm values to be adhered to with respect to the company’s operations 
  • decide on the company’s business strategy and its implementation 
  • decide on major organisational changes 
  • decide on significant investments 
  • decide on other matters relevant to the company’s business, such as major changes to the product portfolio or pricing principles 
  • approve the bank’s capital plan which includes capital adequacy targets and a contingency plan 
  • approve the bank’s funding plan and funding authorisations 
  • approve the investment plan for the liquidity buffer 
  • decide on the remuneration of the company’s management and personnel in line with Group-level principles 
  • approve the annual plan and targets and supervise their implementation 
  • record guidelines issued by the central cooperative under section 17 of the Act on the Amalgamation of Deposit Banks, confirm any other guidelines issued by the central cooperative and approve the necessary supplementary instructions specific to business segments and companies 
  • appoint the presiding officers for OP Corporate Bank’s Senior Credit Committee 
  • decide on significant outsourcing arrangements 
  • monitor and assess the effectiveness of the company’s internal control, internal audit and risk management systems and consult, at least once a year, the company’s Chief Compliance Officer, Chief Audit Officer and the auditor 
  • monitor and assess the company’s financial reporting system 
  • discuss and approve the financial statements, prepare the report by the Board of Directors and make the proposal for
  • dividend distribution 
  • be responsible for any other duties of the Board of Directors as prescribed by legislation or in regulations issued by the relevant authority.