Related party information

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

Dutch Government

The Dutch Government holds 51 percent of FMO’s share capital. The remaining 49 percent is held by commercial banks, state unions and other members of the private sector. FMO received its last contribution to the development fund from the Dutch Government in 2005.

FMO has a support agreement with the Dutch Government which is detailed in the ‘Additional Information’ section. This agreement sets out the conditions for when the Dutch Government is obliged to support FMO in meeting its obligations. The agreement includes an arm’s length amount that is payable by FMO annually. This amount is not material to the financial results of FMO. The agreement includes a limitation on the amount that can be borrowed by FMO in financial markets. This limitation is currently set at an amount that is 2.5 times FMO’s current total debt. In accordance with the agreement, the next calculation of the debt limitation is in 2028.

In 2024, the ‘Faciliteit Opkomende Markten’ (FOM) program was liquidated and is therefore no longer consolidated by FMO. FOM was a joint initiative with the Dutch Government whereby the Dutch Government acted as a guarantor for 80 percent to 95 percent of the applicable loans.

FMO manages several government programs at the risk and expense of the Dutch Government. Refer to the "Corporate information" section in this annual report for the description of FMO's role with the various programs and the impact on FMO's financial reporting. The details of the transactions with these entities during the year are provided below:

1. MASSIF: FMO has a 2.04 percent (2024: 2.16 percent) stake in this program. For 2025, FMO received a fixed remuneration of € 10.1 million (2024: €10.8 million). In 2025, one equity investment was transferred from MASSIF to FMO (€2.9 million), no loans were transferred (2024: no transfers).

2. Building Prospects: For 2025, FMO received a fixed remuneration for services rendered of €9.1 million (2024: €9.6 million). In 2025, no loans and private equity investment positions were transferred from Building Prospects to FMO (2024: no transfers).

3. Access to Energy Fund (I and II): For 2025, FMO received a fixed remuneration for services rendered of €3.5 million (2024: €3.7 million). In 2025, no loans and private equity positions were transferred from Access to Energy Fund I and II to FMO (2024: no transfers).

4. The Mobilising Finance for Forests (MFF) programme: For 2025, FMO received a fixed remuneration for services rendered of €3.5 million (2024: €2.8 million). In 2025, no loans and private equity positions were transferred from MFF to FMO (2024: no transfers).

5. Dutch Fund for Climate and Development: For 2025, FMO received a fixed remuneration for services rendered of €1.8 million (2024: €1.8 million). As of December 31, 2025, the loans disbursed to LUF of the €240 million committed by FMO was €47.6 million (2024: €6.5 million). In 2025, no loans and private equity positions were transferred from LUF to FMO (2024: no transfers).

6. Ventures Program: As of December 31, 2025, FMO's investment participation is €145.0 million (2024: €161.7 million). FMO receives no remuneration for managing the program but instead participates directly in the program.

In our role of program manager for the assets under management, FMO holds current account positions with the government programs mentioned above. The balances of those current account positions are disclosed in the notes to the "Current accounts with State funds and other programs" line items.

Subsidiaries and consolidated structured entities

The consolidated subsidiaries and structured entities FMO Representative Office LAC Limitada, Asia Participations B.V, Ventures Program, and Land Use Facility are used for intermediate holding purposes. The subsidiary FMO Investment Management B.V. carries out portfolio management activities for third-party investment programs that are invested in FMO’s transactions in emerging market and developing economies.

Associates and joint ventures

FMO holds stakes directly in private equity companies or indirectly via fund structures. These equity stakes are held as a part of FMO's overall investing activities, or in some cases, for strategic purposes. Investments are treated as associates or joint ventures when the criteria in the accounting policies are met.

Reference is made to the significant accounting policies and the "Investments in associates and joint ventures" note for transactions during the year.

Remuneration of the Management Board

General

FMO’s remuneration policy for the Management Board aims to attract, motivate, and retain capable people with sufficient knowledge and experience in international development finance. The remuneration policy is aligned with the mission of FMO, our corporate values, our strategy, and our risk appetite, as well as the expectations of various stakeholders. The remuneration policy does not incentivize directors to act in their self-interest or to take risks that do not fit within FMO’s Risk Appetite Framework (RAF). Furthermore, the policy does not reward failing Management Board members for such behavior after they have been discharged. 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, considering financial sector remuneration regulation and principles applied by the Dutch Government as majority shareholder of FMO.

Employment contracts of members of the Management Board are awarded for a definite period (except for internal appointments). In the event of the employment contract being terminated before the expiry date, the maximum severance payment will amount to one year’s salary, unless the Board member resigns voluntarily, or the termination is the result of the Board member's own actions.

The remuneration policy for the Management Board is reviewed every three to four years and amendments are subject to approval at the AGM. During the April 2025 AGM, no amendments to the remuneration policy were proposed or approved.

Changes in Management Board

The Board consists of five functions: a Chief Executive Officer (CEO), two Co-Chief Investment Officers (CCIO), a Chief Risk Officer (CRO) and a Chief Finance & Operations Officer (CFOO). 

All Management Board members have been appointed for four years. The compensations related to these appointments are aligned with the remuneration policy of the Management Board.

Effective April 1, 2025, Fatoumata Bouaré ended her second and final term in the Management Board and continued her career at the European Bank for Reconstruction and Development (EBRD). Fatoumata served as a member of the Management Board for seven and a half years, first as Chief Risk and Finance Officer, and as from September 1, 2022, as Chief Finance and Operations Officer.

Effective July 1, 2025, Peter Maila transitioned to Zvilo, a supply chain finance company headquartered in London. He served as a member of the Management Board for approximately two and a half years as Co-Chief Investment Officer. 

The Supervisory Board has initiated the recruitment process to fill the vacant positions of CFOO and CCIO.

Remuneration package

The total remuneration consists of a fixed salary (including 8 percent 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 2025 are provided below.

Fixed salary remuneration

As per January 1, 2025, the maximum salary cap-applicable to the CEO increased by 4 percent and per July 1, 2025 by 1 percent (in conformity with the structural salary adjustment of the collective labor agreement, CLA Banks) to €343,000 (2024: €327,000). During 2025, the fixed remuneration for the CEO was equal to the maximum cap. For the other members of the Management Board this salary cap was €292,000 and for Directors the salary cap was €251,000 (as per July 1, 2025). In the future, only structural salary adjustments as indicated by the CLA Banks will be applicable to the salary caps. As per January 1, 2026, this CLA increase was 3.5 percent.

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

FMO offers all its employees, including members of the Management Board, a defined contribution pension scheme. For pensionable salary up to the applicable threshold, which for 2025 remained unchanged compared to 2024, at €138,000, a defined contribution is made by the employer. Accrued pension entitlements in the previous defined benefit scheme remain in the former scheme, in which the nominal pension obligations are guaranteed by a pension insurer.

Other benefits

The other benefits include accident and disability insurance, appropriate expense allowances, a working-from-home allowance, internet allowance, and a mobility allowance or NS-business card in the Netherlands via public transport.
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 require the explicit approval of the Supervisory Board.

Tenure

Management Board members can serve two terms of four years and thereafter by exception only two extra reappointments of two years are possible.
All members of the Management Board are appointed for a period of four years.

On April 23, 2025, the AGM reappointed Michael Jongeneel as CEO for a second term running until September 1, 2029; he has a fixed-term employment contract.
Huib-Jan de Ruijter was also re-appointed for a second term as CCIO, which ends on July 7, 2029; he has an employment contract for an indefinite period of time (related to his internal promotion).
Franca Vossen is serving her first term, which runs until September 1, 2026; she has a fixed-term employment contract.

Remuneration ratios

There are no employees at FMO who earn more than the CEO. In accordance with the European Sustainability Reporting Standards, the ratio between the total fixed remuneration of the highest-paid individual, the CEO, and the median of the rest remained unchanged in 2025, being 0.29 (2024: 0.29). 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 remained relatively low for FMO.

Remuneration of the Management Board

On December 31, 2025, the Management Board consisted of three statutory members (2024: five). The total remuneration of the Management Board in 2025 amounts to €1.4 million (2024: €1.7 million) and is specified as follows:

* Related to a one-off cash out of leave entitlements.

Except for pensions of €169,000 (2024: €192,000) all components above are short-term employee benefits.

Remuneration of Supervisory Board

The remuneration for the Supervisory Board will be reviewed every three to four years, 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.

After serving two full four-year terms, Dirk Jan van den Berg, Chairman of the Supervisory Board, stepped down after the AGM on April 23, 2025.
During the same period, Rob Becker was appointed as the new Chair of the Supervisory Board for a term of four years, running until April 2029.
In 2024, Dugald Agble, Marjolein Demmers and Reintje van Haeringen were reappointed for a second term of four years, ending in April 2028.
In 2024, Eme Essien Lore was also appointed to the Supervisory Board for a first term ending in April 2028.
Koos Timmermans, Vice-Chair of the Supervisory Board is serving in his second term ending in April 2026.

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