Corporate governance

The Supervisory Board ensures that FMO adheres to all applicable corporate governance codes, further described in the sub-chapter 'Corporate governance'. Specific responsibilities include the tasks described in the 2021 Dutch Banking Code regarding sound and ethical operation.

Board composition and members of the Supervisory Board

The Supervisory Board currently consists of six members with very specific expertise in FMO’s focus areas. They are appointed by the General Meeting of Shareholders upon nomination of the Supervisory Board. The Works Council recommends the nomination of one third of the members. The Supervisory Board is supported by three dedicated committees, each consisting of three of its own members: The Audit and Risk Committee (ARC), the Impact Committee (IC) and the Selection, Appointment and Remuneration Committee (SARC).

The following table provides an overview of the members of the Supervisory Board and the committees of which they are part.

Board activities

The Supervisory Board held five regular meetings during 2024 and six extraordinary meetings. The attendance of the Supervisory Board members during the year is summarized in the following table.

The following sections provide an overview of the Supervisory Board and its committee activities. Further detailed information on the members of the Supervisory Board is included at the end of this chapter.

Supervisory Board

The Supervisory Board closely monitored progress on the 2024 Business Plan, including the pace of hiring staff. The Supervisory Board gave its approval to, among other things, the 2025 Business Plan, updated versions of the Risk Appetite Framework and Recovery Plan, and the yearly and interim reporting. Other topics that were discussed included a Capital Plan, Quarterly reports on the integrated results, compliance and risk, the DNB measures, progress on Know Your Customer (KYC) files, a stakeholder engagement and NGO strategy, the Supervisory Board’s own retirement schedule and succession planning, and developments regarding various complex projects.

Appointments and reappointments

The SARC successfully rounded off the search process for the sixth Supervisory Board Member, Eme Essien Lore, who was appointed at the Annual General Meeting (AGM) of April 2024. In addition, the SARC continued the search for a new Chair of the Supervisory Board and started the search for a new Chief Finance and Operations Officer. Furthermore, the SARC prepared the reappointments of the Chief Executive Officer, Michael Jongeneel, and one of the Co-Chief Investment Officers, Huib-Jan de Ruijter. Finally, the SARC planned the search for a new Chair of the ARC.

Permanent education

The Supervisory Board continued its regular lifelong learning program, focused on the requirements of, for instance, the Dutch Banking Code, as well as other relevant topics. This included workshops on the Systemic Integrity Risk Analysis, ICT Architecture, Artificial Intelligence & Efficiency, Anti-Bribery & Corruption, and Remedy under the UNGPs & OECD MNE Guidelines.  

Culture, including compliance

At FMO, the compliance function is safeguarded within the Management Board and Supervisory Board. In 2024, the Supervisory Board continued discussions on the progress made on KYC reviews, KYC quality and improvement, and the efficiency of KYC procedures. The Supervisory Board received quarterly compliance updates at its meetings. In addition, the Chairman of the Supervisory Board met periodically with the Compliance Director to discuss relevant issues.

Furthermore, the Supervisory Board regularly interacted with the Works Council to discuss matters such as successions within the Management Board and Supervisory Board, Employee Engagement Survey (EES) results, and FMO’s culture and development program.

Evaluation

The Management Board has functioned in its current five-member composition since December 2022. Throughout 2024, it made efforts to regularly discuss its performance and collaboration. After which, it prepared an assessment of how it functioned in 2024. This consisted of, amongst other things, the achievement of the financial and non-financial targets, as well as areas of personal development. Non-financial targets included, for example, impact-related targets and efforts that strengthen the foundation of FMO’s operations.

The Supervisory Board evaluated the individual Management Board members by means of separate interviews that were conducted by two Supervisory Board members. During these meetings, the self-assessments and 2024 objectives and targets were discussed, as well as the collaboration between the Management Board members. The conclusions from these meetings will be carried forward into the 2025 team and personal goals. The Supervisory Board discussed the outcomes of the evaluation in a concluding session without the Management Board present.

It was concluded that the Management Board functioned effectively in 2024. However, there is always room for enhancement. The Supervisory Board and the Management Board are continuously striving to further develop a well-balanced Management Board team where the qualities of all Management Board members complement each other and are utilized to their full potential. The Management Board continued to participate in a senior leadership development program called “Leadership Impact” and regularly discusses its cooperation during Management Board off-sites.

Regarding the evaluation of the Supervisory Board, the Banking Code requires an external evaluator to conduct such an evaluation once every three years. This was done for the year 2021 and therefore again for 2024.

The Supervisory Board evaluated its functioning in 2024 by means of a self-assessment questionnaire and interviews with the Supervisory Board members, Management Board members and the Corporate Secretary. The Supervisory Board members filled out a questionnaire regarding a three-dimensional development model. Subsequently, the Supervisory Board reviewed the outcomes and shared additional reflections and observations in a session organized by the external evaluator and the Chairman of the Supervisory Board. Additionally, a joint session between the Supervisory Board and the Management Board was conducted. The functioning of the Supervisory Board, its three committees, the functioning of the individual members and the relation to the Management Board were all part of the evaluation.

The external assessment concluded that the Supervisory Board, along with its committees and members, function as a competent and effective team, operating in an engaged and highly committed fashion. This included their interaction with the Management Board through open dialogue, which was well-facilitated and expertly guided by the Chairman. The members invest sufficient time when the agenda requires it. The individual Supervisory Board members have a diverse set of skills and background, which is deemed not only beneficial to adequate supervision but also much needed, given the background of FMO. The previously mentioned three-dimensional model also confirmed an adequate level of cognitive diversity and individual contributions to the team. Regarding the execution of the 2030 Strategy, the Supervisory Board expressed a need for a continued focus on the longer-term strategic challenges of FMO and maintaining a good balance between impact, risk and return. In respect of its own organizational activities, the Supervisory Board aims to allocate more time for reflection on matters not included in the often-extensive meeting agendas. Therefore, the Board intends to place more emphasis on proactive agenda setting. Furthermore, it was concluded that a supervision plan, elaborating on the ways of working as a Supervisory Board, will be developed. This plan will be developed in close collaboration with the Management Board, incorporating topics such as management information, insights on peers' and competitors' performance, and perspectives on the existing cover notes to the documentation. Finally, some updates will be made to the existing by-laws, rules and regulations to bring them in accordance with the ever-changing regulatory landscape.

Audit and Risk Committee

The ARC supervises and advises the Supervisory Board on FMO’s financial position and risk. It monitors and offers expertise on issues such as our risk management policy, internal and external auditing systems, and compliance with legislation and external and internal regulations. One of its tasks is to monitor the performance of internal and external auditors. The ARC held four regular meetings and one extraordinary meeting in 2024. In 2024, the ARC discussed recurring matters such as yearly and half-yearly reporting, the business plan for the upcoming year, the risk appetite report and framework, internal and external audit plans and reporting, capital and liquidity adequacy, the status of the KYC files, and the recovery plan. In addition, the ARC rounded off the selection of a new external auditor for the fiscal years 2025 and onwards, which was approved by the Annual General Meeting of Shareholders (AGM) on 24 April 2024. The following key audit matters were discussed with the external auditor in March 2025: IFRS 9 impairment of loans to the private sector, valuation of equity investments at fair value and reliability and continuity of the information technology and systems.

Impact Committee

Our material sustainability-related impacts, risks and opportunities are reflected in the standing rules of the Supervisory Board IC, as part of its objective of assisting the Supervisory Board in overseeing the quality and integrity of FMO’s statements regarding development impact. The IC also prepares advice to support Supervisory Board and Management Board decision-making concerning FMO's strategy relating to Impact and ESG, including policies and target-setting. The IC also carries out supervision of the Management Board and acts as a sounding board for the MB with regard to impact and ESG matters. The IC held three meetings in 2024. During the year, it discussed, among other thing things, the 2023 Annual Report and 2024 Interim Report, the CSRD/ESRS double materiality assessment, the Stakeholder Engagement and NGO Strategy, impact-focused strategy implementation, the market creation operational strategy, 2024 progress against the business plan, the sustainability management framework review, the 2025 Business Plan, the periodic status update of the Independent Complaints Mechanism, and updates on complex projects.

Selection, Appointment and Remuneration Committee

An important task of the SARC is to advise the Supervisory Board on the proposals for the appointment and re-appointment of Supervisory Board and Management Board members. Other tasks include monitoring the remuneration policy, and preparing proposed adjustments to and providing advice on the remuneration of individual members of the Management Board. The SARC officially met three times in 2024, and deliberated several times on an ad hoc basis. It discussed, among others, the search for a new Chief Finance and Operations Officer, the final steps regarding the appointment of the new member of the Supervisory Board, and the search for a new Chair of the Supervisory Board. It also prepared the reappointments of the Chief Executive Officer, Michael Jongeneel, and of one of the Co-Chief Investment Officers, Huib-Jan de Ruijter, and planned the search for a new Chair of the ARC. Moreover, the SARC discussed evaluation and goal-setting issues, as well as remuneration and human resources (HR) topics, such as the quality of interaction, including company values and pensions.

Independence, conflicts of interest and governance

The Supervisory Board is of the opinion that all its members are independent (100 percent), as meant by Best Practice Provisions 2.1.7 up to and including 2.1.9 of the Corporate Governance Code. No direct, indirect or formal conflicts of interest were identified in 2024. FMO has specific regulations concerning private investments. Compliance by members of the Supervisory Board and Management Board and all other employees with FMO’s regulations on private investments is also addressed regularly.