Corporate governance codes
FMO abides by two governance codes: the Banking Code and the
Dutch Corporate Governance Code. The Banking Code was drawn up in
the wake of the financial crisis to help the financial sector
improve its performance and thereby increase public trust in banks.
Its principles are based on the Dutch Corporate Governance
Code.
The Banking Code works according to the 'comply or explain'
principle. FMO believes that complying with the Banking Code is not
just a case of 'ticking off boxes'. Because we invest in
sustainable, entrepreneurial development in high-risk economies, we
regard this code in the context of how it applies to our specific
organization. FMO has implemented the Banking Code and has drawn up
an extensive document, in which FMO explains per article how it
complies.
The Dutch Corporate Governance Code applies to listed companies
having their registered seat in the Netherlands. As a non-listed
bank FMO is not required to adhere to the Code, but has chosen to
do so. The Supervisory Board and the Management Board fully endorse
the basic principle on which the Code is based, namely that the
company is a long-term partnership of various stakeholders, such as
clients, shareholders and other capital providers, employees as
well as the government and groups in civil society.
The relevant principles and best practice provisions of the
Dutch Corporate Governance Code (2009 version) have been
implemented, with the exception of the following principles and
best practice provisions:
- BPP II.1.9 - II.1.11: stipulations on the response time of the
Management Board in case of shareholder activism and the hostile
takeover stipulations are not implemented, given our stable
majority shareholder, the State of the Netherlands.
- BPP II.2.3: FMO complies with this article, except for the fact
that the share price is not taken into account when determining the
remuneration of the Management Board, since FMO is non-listed.
- BPP II.2.4 - II.2.7 and II.2.13 c. and d.: These provisions
relate to the granting of options and shares that are awarded to
Management Board members. No options and shares are granted at
FMO.
- BPP III.8.1 - III.8.4 do not apply, since FMO does not have a
one tier board.
- BPP IV.1.1 does not apply, since this provision refers to a
legal entity that does not apply a so called "structuurregime". FMO
is a so called "structuur" legal entity as defined in paragraph
2.4.6 of the Dutch Civil Code.
- BPP IV.1.2 does not apply, since this provision refers to
financing preferred shares, which FMO does not use in its share
capital.
- BPP IV.1.7: FMO does not comply with the provision that the
company determines a registering date to exercise voting rights and
rights to attend the AGM. Since FMO has registered shares only and
the identity of all shareholders is known, there is no need for
separate registration.
- BPP IV.2.1. - IV.2.8 concern the issuing of depositary receipts
for shares. There is no such requirement at FMO, apart from the
Articles of Association which lay down that the company is not
permitted to cooperate in issuing depositary receipts of
shares.
- BPP IV.3.1. - IV.3.4. These provisions relate to analysts'
meetings and presentations to institutional investors. These
provisions are of no practical significance for FMO and do not
therefore apply.
- BPP IV.3.8. The explanation of the agenda of the AGM is not
published on FMO's website, since this document is sent to all
shareholders of FMO.
- BPP IV.3.11. The management provides a survey in the annual
report of all the anti-takeover measures to prevent control from
being relinquished. FMO does not comply with this provision, which
has to do with the fact that FMO has a stable majority shareholder,
the State of the Netherlands.
- BPP IV.4.1. - IV.4.3. Institutional investors annually publish
their policy with respect to the exercise of voting rights on
shares in listed companies, report annually on the implementation
of the aforementioned policy, and report at least once a quarter on
the voting behavior at general meetings of shareholders. FMO could
be designated as an institutional investor within the meaning of
the code, but these provisions may be assumed to relate solely to
Dutch listed companies and as such do not have any practical
significance for FMO.
- BPP V3.3. The provision only applies when the company does not
have an internal auditor. FMO does have an internal auditor.