Board of Directors

Election of the Board of Directors

The General Meeting of OP MB elects members to the Board of Directors, and the parent OP Cooperative prepares proposals to the General Meeting related to the election. The company’s Board of Directors has a minimum of three and a maximum of eight 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 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 (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 of OP MB are executive members dependent on the company and its shareholder (OP Cooperative).

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.

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. 

OP MB’s Board of Directors is responsible for the company’s administration and appropriate organisation of operations and for the due organisation of the supervision of accounting and financial management. In addition, the Board of Directors deals with, in terms of quality and extent, far-reaching and fundamentally important matters in principle from the perspective of the company's operations, and any unusual matters. 

The Board of Directors and the Managing Director must manage the company 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 Managing Director 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 

  • decide on the issuance of capital instruments 

  • 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 OP Mortgage Bank’s Corporate Governance Statement 2022 7 cooperative and approve the necessary supplementary instructions specific to business segments and companies 

  • 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 

  • regularly monitor the values of collateral 

  • ascertain internal control of the bond register on an annual basis 

  • 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.