Corporate governance codes
FMO abides by two governance codes: the Dutch Banking Code and the Dutch Corporate Governance Code. We comply with the Banking Code or will otherwise explain in a document the way in which the Banking Code was applied, including concrete examples. This document can be found on our website.
The Dutch Corporate Governance Code (‘the Code’) only applies to organisations whose shares are listed on a regulated market. As a non-listed bank, FMO is not required to adhere to the Code, but has chosen to do so nevertheless. 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 our various stakeholders. In 2014, FMO published a policy specifically regarding bilateral contacts with our shareholders, which is provisioned by the Code and is available on our website.
FMO promotes diversity at all levels, including the Management Board and Supervisory Board. As principle 2.1.5 of the Code requires, FMO has diversity policies, which are included in the profiles of the Supervisory Board and the Management Board. The aim is to have well-balanced boards, which are up to their task and can come to good solutions, while considering the members’ different perspectives, backgrounds and experiences. As of November 2018, the Supervisory Board consists of 50% men and 50% women. In 2018, the Management Board consisted of 33% men and 67% women. In both boards, the ages of the members are well distributed and knowledge and experience comply with the applicable matrixes. In 2017, FMO welcomed its first African Management Board member, Fatoumata Bouaré.
The relevant principles and best practice provisions of the new Corporate Governance Code have been implemented, with the exception of the following principles and best practice provisions, which can be explained as follows:
BPP 1.3.6: this provision only applies if the company does not have an internal auditor. FMO does have an internal auditor.
BPP 2.2.2: section 2.7 of the Supervisory Board Standing Rules, which deals with reappointments and the duration thereof, will be amended in 2019. However, in practice only the Chairman of the Supervisory Board, Pier Vellinga, exceeds the eight years as, in short, he was the best candidate to succeed the former Chairman, Jean Frijns, who retired October 1, 2017.
BPP 2.2.4: in November 2018, the Supervisory Board came to full strength and now consists of six members again. Succession is regularly discussed, among others based on the Supervisory Board Profile. A more concise plan will be discussed in 2019.
BPP 2.3.10: section 6.1 of the Standing Rules of the Supervisory Board needs a slight amendment regarding the Company Secretary. This will be seen to in 2019.
BPP 2.8.1 – 2.8.3: stipulations on takeover bids are not implemented, given our stable majority shareholder, the State of the Netherlands.
BPP 4.1.4: 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 4.2.3: this provision relates to analysts’ meetings and presentations to institutional investors. This provision is of no practical significance to FMO and therefore does not apply.
BPP 4.2.6: this best practice provision requires the Management Board to provide a survey in the annual report of all anti-takeover measures to prevent control from being relinquished. FMO has not incorporated any anti-takeover measures in its articles of association, because it has a stable majority shareholder, namely the State of the Netherlands. Therefore, an overview as meant in this provision is not incorporated in this annual report.
BPP 4.3.3: this provision does not apply, as 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 4.3.4: this provision does not apply, as it refers to financing preferred shares, which FMO does not use in its share capital.
BPP 4.3.5 and 4.3.6: these provisions do not apply, as FMO is not an institutional investor.
BPP 4.4.1 – 4.1.8: these provisions 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 5.1.1 – 5.1.5: these provisions do not apply, as FMO does not have a one-tier board.