Related party information

FMO defines the Dutch Government, FMO's subsidiaries, associates, the Management Board (MB) and Supervisory Board (SB) as related parties. 

Dutch Government

The Dutch Government holds 51% of FMO’s share capital. The remaining 49% is held by commercial banks and other private investors. In 2005 FMO received its last contribution to the development fund from the Dutch Government. FMO has a guarantee provision from the Government, which is detailed in section ‘additional information’.

FMO stimulates the development of small and medium Dutch-sponsored enterprises in selected emerging markets through the ‘Faciliteit Opkomende Markten’. This facility is a joint initiative with the Dutch government. The Dutch Government acts as a guarantor for 80% to 95% of the outstanding loans. As of 1 July 2016, the mandate of this facility has been transferred to the ‘Rijksdienst voor Ondernemend Nederland’ (RVO). After the transfer only existing loans in the portfolio and pipeline were serviced. These loans are included in the consolidated annual accounts under ‘Loans to the private sector’.

FMO manages several government funds and programs at the risk and expense of the Dutch Government. Below is a description of the various funds and programs:

1. MASSIF: FMO manages the MASSIF fund on behalf of the Dutch Government. MASSIF reaches out to end-beneficiaries through financing local financial intermediaries and institutions that can contribute to their development. FMO has a 2.16% (2019: 2.17%) stake in this fund. For 2020, FMO received a fixed remuneration for services provided of €10,680 (2019:€10,896). In 2020, no transfers related to loan and equity investments were conducted from MASSIF to FMO. This is in line with the transfer policy, agreed with the Dutch government.

2. Building Prospects: Through this fund, FMO concentrates on the development of the social and economic infrastructure in least developed countries. FMO aims to stimulate private investors to invest in private or public-private infrastructure projects in these countries. By providing risk capital, Building Prospects decreases risk for other financiers. As a result, additional private funds are attracted. For 2020, FMO received a fixed remuneration for services rendered of €9,095 (2019: €8,095) in accordance with the subsidy order. In 2020, no loans and no private equity investments were transferred from Building Prospects to FMO.

3. Access to Energy Fund (I and II):  The Access to Energy Fund is jointly initiated by the Dutch Government and FMO in 2007 to support private sector projects aimed at providing long-term access to energy services in Sub-Saharan Africa. Through this fund, FMO provides risk and concessional financing through equity, local currency loans, subordinated debt and grants to facilitate projects that generate, transmit or distribute sustainable energy. In 2017, the Access to Energy Fund II committed US$55.6 million to Climate Investor One, an investment vehicle with three interlinked funds that invest in projects during their whole lifetime. For 2020, FMO received a fixed remuneration for services rendered of €2,988 (2019: €2,216). In 2020, no loans and no private equity investments were transferred from the Access to Energy Fund to FMO.

4. FOM OS The program finances private sector companies with a strong focus on food security and water. For 2019, FMO received a fixed remuneration of €100 (2019: €200). The program has been closed for new commitments at the request of the Ministry of Foreign Trade and Development Corporation as per June 30, 2014.

5. Capacity Development Program: The Capacity Development Program invests in inclusive projects, focusing particularly on the themes of climate change and gender. For 2020, FMO received no remuneration for the services provided (2019: €0).

6. Partnership Development Facility: The Partnership Development Facility (PDF) was established in 2016 by the Dutch Government and FMO. The facility is open for early stage projects in the food, water and energy climate segments in countries that are relevant for the local and Dutch economy. The main themes of the facility are food security and climate adaptation. For 2020, FMO received no remuneration except travel costs and staff expenses.

7. Development Accelerator: The Development Accelerator (DA) was established in 2017 by the Dutch Government and FMO. The facility is open for early stage projects in the food, water, education, health, and climate segments in low- and middle-income countries. The goal is to contribute to sustainable cities, climate mitigation and adaptation in order to contribute to the achievement of the Sustainable Development Goals and strengthening opportunities for the Dutch business community. For 2020, FMO received no remuneration except travel costs and staff expenses.

8. Dutch Fund for Climate and Development : In 2019, the Dutch Government awarded a tender to manage the €160 million Dutch Fund for Climate and Development (DFCD) to the consortium of FMO, Stichting SNV Nederlandse Ontwikkelingsorganisatie (SNV), Stichting Het Wereld Natuur Fonds-Nederland (WWF), and Coöperatief Climate Fund Managers U.A. (through Climate Investor Two). FMO is the lead partner in the DFCD consortium and is responsible for the management of the DFCD’s Land Use Facility. The Land Use Facility (LUF) provides growth financing, including equity, debt and grants, to companies active in agroforestry, sustainable land use and climate resilient food production. In 2020, the Dutch Government provided an additional 10,142  disbursement for the Land Use Facility, of which part has been deployed in 2020 (2019: an initial disbursement of €13,752).

In our role of program manager for the assets under management, we hold current account positions with State funds. The balances of those current account positions are disclosed under Note 2 and Note 14

A part of FMO's loan portfolio €9,385 (2019: €16,417) is funded under the FOM program from the Dutch Government and recognized in our consolidated balance sheet (under Loans to the private sector). The credit risk of these loans is covered by Dutch Government for 80%-95%. We refer to the section Guarantee provisions in the Agreement between the Dutch Government and FMO of November 16, 1998 in the section 'Additional Information'. The results due to addition and release of specific impairments follow the accounting policy for Loans to the private sector.

Subsidiaries

The consolidated subsidiaries Nuevo Banco Comercial Holding B.V., Asia Participations B.V., FMO Medu II Investment Trust Ltd. and Equis DFI Feeder L.P. are used for intermediate holding purposes. The subsidiary FMO Investment Management B.V. carries out portfolio management activities for third party investment funds which are invested in FMO’s transactions in emerging and developing markets. Nedlinx B.V. has the focus on financing activities to Dutch SME companies investing abroad.

The transactions during the year are summarized in Note C of the Company balance sheet.

Associates

In line with our investment activities we hold stakes directly in private equity companies or indirectly via fund structures. Investments are treated as associates in case the applicable criteria in accordance with our accounting policies are met.

We refer to the significant accounting policies and Note 'Investments in associates' for transactions during the year.

Remuneration of the Management Board 

General

FMO’s remuneration policy for the Management Board aims to offer a competitive remuneration allowing to attract, motivate and retain capable directors with sufficient knowledge and experience in international development finance. The remuneration policy is aligned with the mission of FMO, the corporate values, the strategy, the risk appetite as well as with the expectations of the various stakeholders. The remuneration policy is based on a market median, composed of two equal proportions of a private benchmark (Dutch Financial sector) and a public benchmark, taking into account the principles as applied by the Dutch Government as majority shareholder of FMO.

Furthermore, the policy aims to be unambiguously and transparent and should never constitute an incentive for the conduct of directors that is aimed at their own interest, or for taking risks that do not fit within the mission and established strategy of the company, or that leads to ‘rewarding’ behavior of failing directors upon discharge.

Employment contracts of members of the Management Board are awarded for a definite period of time (with exception of internal appointments). In the event the employment contract is terminated before the expiry date, the maximum severance payment will amount one year’s salary, unless the board member resigns voluntary or the termination is the result of his or her actions.

The remuneration policy for the Management Board will be reviewed periodically (every 3-4 years) and amendments will be subject to approval of the AGM. During the AGM 2020 no amendments were made with respect to the remuneration policy.

Changes in Management Board

In June 2020,  Peter van Mierlo stepped down as CEO and continued as Advisor to the Management Board until October 31, 2020.

As the Executive Committee (ExCo) members stepped down as of August 1, 2020 a new governance structure has been proposed for approval. The intention is to expand the Management Board from three to five members in total.

As of October 9, 2020 Linda Broekhuizen (CIO of FMO) was appointed as CEO, ad interim. Moreover, Huib-Jan de Ruijter (Director Financial Institutions at FMO) was appointed October 9, 2020 as CIO, ad interim. The compensation related to his appointment is aligned with the remuneration policy of the Management Board. 

Remuneration package

The total remuneration consists of a fixed salary (including holiday allowance), a pension arrangement and other benefits. A summary of the employment arrangements and amounts constituting the total remuneration per Management Board member in 2020 are provided below.

Fixed salary remuneration

As per 1 January 2020 the maximum salary caps applicable to the Management Board members have increased with 2.5% (in conformity with the collective labour agreement, CLA Banks, of that date). During 2020 the fixed remuneration for the CEO was equal to the maximum cap of €289k per annum. For the other members of the Management Board this cap was to €246k and for Directors the salary cap was €217k (as per 1 January 2020).

Due to agreements made before the introduction of the current maximum remuneration levels, the salary of one member of the Management Board is currently above the applicable maximum salary. In the future only structural salary adjustments as indicated by the CLA Banks, will be applicable to the salary caps.

Management Board members have announced to take a 5% cut on their annual remuneration starting from January 1, 2021 considering the net loss of FMO for 2020. Moreover, no increase of remuneration will be applicable for Directors.  

Variable compensation

Members of the senior management (Management Board members and Directors) and other members of the Identified staff are not entitled to any form of variable income (e.g. individual bonuses).

Pension arrangements

For pensionable salary up to the applicable threshold, which for 2020 amounted to €110k, a defined benefit, average-pay pension scheme applies with a conditional indexation arrangement. The nominal pension obligations are guaranteed by a pension insurer. The participant contribution consists of 3.5% of the actual pension base.  

Effective from 1 January 2015, no pension is accrued for tax purposes for the proportion of income in excess of €110k (2020). In alignment with the general practice in the Netherlands, FMO has compensated the employees concerned for this diminution. At the end of 2020 two of the Management Board members (including the ad interim deputation appointments) received an individual fixed Allowance for retirement.

Other benefits

The other benefits consist accident and disability insurance, appropriate expense allowances and the use of a company car, NS business card or mobility allowance. The company has also taken out a directors’ and officers’ liability insurance on behalf of the Management Board members.

The members of the Management Board have no options, shares or loans related to the company. Acceptance of ancillary positions requires the explicit approval of the Supervisory Board.

Tenure

All members of the Management Board are appointed for a period of 4 years, which can be renewed. Mrs Broekhuizen is serving in her second term and has an employment contract for an indefinite period of time. Mrs Bouaré serves in her first term of appointment and has an employment contract for a definite period of time.

Remuneration ratio’s

There are no employees at FMO who earn more than the CEO. In accordance with the GRI Standards, the ratio between the total fixed remuneration of the highest-paid individual, the CEO, and the median of the rest remained 0.29 (2019: 0.29). Or in other words the highest-paid individual received a total fixed remuneration of 3.5 times the amount paid to the Median of (the rest of) the total staff population. Compared to what is seen in the financial sector in the Netherlands this ratio is relatively low.

Remuneration of the Management Board

On December 31, 2020 the Management Board consisted of three statutory members (2019: three).The total remuneration of the Management Board in 2020 amounts to €1,064k (2019: €978k) and is specified as follows:

• 1 Pro - rata until October 9, 2020 as CIO, thereafter Linda Broekhuizen was appointed as CEO ad interim. Due to arrangements made before applying maximum levels to MB's and directors' fixed remuneration, her salary is above the applied cap.
• 2 Pro - rata from October 9, 2020 - date when Huib - Jan Ruijter was appointed C.I.O. ad interim
• 3 Peter van Mierlo stepped down on June 11, 2020 as CEO and continued up to October 31, 2020 as advisor to the Management Board. The remuneration presented in the table entails the total remuneration as CEO and advisor. The remuneration related to the advisory role amounts to €168k (o/w: €132k relates to fixed remuneration)

Except for pensions of €121k (2019: €107k) all components above are short term employee benefits. 

Remuneration of Supervisory Board

The remuneration policy for the Supervisory Board will be reviewed periodically, taking into account the principles as applied by the Dutch Government as majority shareholder. Amendments will be subject to the approval of the AGM. The members of the Supervisory Board have no shares, options, or loans related to the company.

The annual remuneration of the members of the Supervisory Board is as follows:

• 1 As per January 1, 2020 the remuneration of SB has increased by 2.5%
• 2 As from July 1, 2019 an Impact Committee has been installed
• 3 Pier Vellinga resigned from the SB as per 23 April 2020, until then member of the SARC
• 4 Alexandra Schaapveld resigned from the SB as per 23 April 2020, until then member of the ARC
• 5 Farah Karimi stepped down as member of the SB as per June 11, 2019
• 6 Dirk Jan van den Berg was per 23 April 2020 appointed as Chair of the SB and member of the SARC
• 7 Koos Timmermens is the Chair of the ARC
• 8 Thessa Menssen is member of the ARC and since July 2019 the Chair or the Impact Committee
• 9 Dugald Agble, Marjolein Demmers and Reintje van Haeringen joined the SB as per 23 April 2020; Dugald Agble is member of the ARC; Marjolein Demmers and Reintje van Haeringen are both members of the Impact Committee; Reintje van Haeringen is Chair of the SARC; Marjolein Demmers is member of the SARC