OP Corporate Bank plc's Articles of Association
Article 1: Business name
The Company's business name is OP Yrityspankki Oyj in Finnish, OP Företagsbanken Abp in Swedish and OP Corporate Bank plc in English. The Company is domiciled in Helsinki.
Article 2: Line of business
The Company is the central financial institution of OP cooperative banks and, as a commercial bank, is engaged in business operations referred to in the Act on Credit Institutions. The special purpose of the Company as the central financial institution is to promote the operations of OP cooperative banks and other entities within OP Financial Group. The Company may hold and control shares and participations in companies of the financial and insurance sectors and in other entities. The Company offers investment services and ancillary services as referred to in the Act on Investment Services as well as engages in investment activities.
Article 3: Membership of the amalgamation of deposit banks
The Company, OP Cooperative as the central institution of the amalgamation, other companies belonging to the central institution's consolidation group, the central institution's member credit institutions and companies belonging to their consolidation groups, and credit institutions, financial institutions and service companies in which the abovementioned institutions jointly hold more than half of the voting rights form the amalgamation as referred to in the Act on the Amalgamation of Deposit Banks (Laki talletuspankkien yhteenliittymästä). The Company is a member of OP Cooperative and belongs to said amalgamation.
The Company is obliged to participate in any necessary support measures aimed at preventing another member credit institution of the central institution from going into liquidation, and to pay a debt for another member credit institution as referred to in Section 5 of said Act.
The central cooperative supervises the operations of the Company as specified in said Act, confirms the operating principles referred to in Section 5 of said Act with which it must comply, and provides the Company with instructions on how to ensure its liquidity and capital adequacy through risk management, good corporate governance and internal control, as well as instructions on compliance with uniform accounting policies in the preparation of the amalgamation's consolidated financial statements.
Article 4: Board of Directors
The Board of Directors has a minimum of four (4) and a maximum of seven (7) members. A Board member's term begins upon closing of the General Meeting electing the member and terminated upon closing of the Annual General Meeting following the election.
Article 5: President and CEO
The Company has a President and CEO appointed by the Board of Directors.
Article 6: Representing the Company
Members of the Board of Directors and the President and CEO represent the Company, two together.
The Board of Directors may also give designated persons the right to represent the Company, either two together or each of them severally with a Board member of the President and CEO.
Article 7: Auditor
The Company appoints one auditor, which must be a firm of authorised public accountants certified by Finland Chamber of Commerce.
The auditor's term of office is the financial year during which they were elected, ending upon the closing of the next Annual General Meeting after their election.
Article 8: Notice of General Meeting
A written notice of a General Meeting shall be delivered no earlier than four weeks and no later than one week before the Meeting.
Article 9: Annual General Meeting
The Annual General Meeting shall be held on a date chosen by the Board of Directors, no later than six months after the end of the financial year.
The Meeting shall
be presented with
- the financial statement, the Report by the Board of Directors;
decide upon
- adopting the financial statements;
- allocating the profit shown by the balance sheet;
- discharging members of the Board of Directors and the President and CEO from liability;
- the number of members of the Board of Directors and their emoluments;
- the auditor's remuneration;
elect
- members to the Board of Directors and the auditor;
discuss
- other matters specified in the notice of the Annual General Meeting.