OP Corporate Bank Group's operations are managed in accordance with the central cooperative consolidated's management system. A description of OP Cooperative Consolidated's management and decision-making system can be found in section 6 of OP Financial Group's Corporate Governance Statement 2018.
OP Corporate Bank as part of OP Cooperative Consolidated
OP Cooperative Consolidated comprises OP Cooperative, which acts as the central cooperative owned by the member banks of the amalgamation, 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. Credit institutions within OP Cooperative Consolidated are the member credit institutions of the amalgamation described in greater detail in the Act on the Amalgamation of Deposit Banks.
OP Cooperative is owned by OP Financial Group member cooperative banks. The Supervisory Board of the central cooperative represents the owners. The general role of the Supervisory Board is to oversee the corporate governance of OP Cooperative Consolidated as managed by the Executive Board and the President and Group Executive Chair, the supreme operational decision-making body of the central cooperative consolidated, and ensure that the central cooperative’s and its consolidation group’s operations are managed in an expert and prudent manner in accordance with the Co-operatives Act and in the best interests of the central cooperative and OP Financial Group. The Supervisory Board also oversees compliance with OP Financial Group level policy guidelines and principles, which it has confirmed, within OP Cooperative Consolidated. The special task of the Supervisory Board is to confirm the general principles referred to in the Act on the Amalgamation of Deposit Banks. It is also tasked with deciding on issuing key OP Financial Group level guidelines.
Decision-making
The board of directors of each central cooperative consolidated's subsidiary is responsible for due organisation of the company's administration 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 central cooperative’s Executive Board makes proposals for candidates for the subsidiaries’ boards of directors, after which the board of directors is elected in a manner specified in the Articles of Association and laws in force. The central cooperative's Executive Board also discusses proposals for the managing directors of subsidiaries before their selection. The Group's guidelines on the management of conflicts of interest are taken into account in the selections.
The charters of the subsidiaries' boards of directors describe the duties of each board of directors. The boards of directors annually draw up an action plan showing a meeting schedule and the most important items on each meeting’s agenda. The boards of directors annually assess their performance and working methods on a regular basis.
OP Corporate Bank’s performance monitoring and reporting
OP Corporate Bank monitors the implementation of plans and the achievement of the set goals and targets on an ongoing basis in order to quickly identify any changes in the operating and competitive environment and deviations from the plans and to be able to initiate any corrective measures. Performance reviews between superiors and their subordinates are also aimed at discussing the achievement of goals and targets based on past performance, according to the organisational structure. Reporting must provide a true and clear picture of the status of line operations vis-à-vis the objectives set, actual and expected performance and any risks threatening to prevent the achievement of the objectives. Providing updated and reliable information and highlighting relevant issues and conclusions as the basis of decision-making play a key role in performance monitoring. In addition to actual performance reporting, preparing forecasts and creating optional scenarios form an integral part of monitoring. Performance monitoring is part of internal control aimed at ensuring that OP Corporate Bank
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implements its strategy and action plans and achieves its financial targets
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runs comprehensive and adequate risk management
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operates efficiently and reliably
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has reliable financial and other reporting in place
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abides by laws and comply with external and internal regulation.