Corporate governance codes
FMO abides by two governance codes: the Dutch Corporate Governance Code and the Dutch Banking Code. We comply with the Banking Code, or will otherwise explain where and how we diverge from this code, including concrete examples. This document can be found on our website. Monitoring of the Code and other operational risks are further described in the ‘Non-financial risk’ sub-chapter in the ‘Risk management’ chapter.
The Dutch Corporate Governance Code (the ‘Code’) only applies to organizations whose shares are listed on a regulated market. As a non-listed bank, FMO is not required to adhere to the Code, but we have chosen to do so, nonetheless. In March 2025, the Code was last updated, which applies as of the fiscal year 2025. Besides a number of technical changes, the risk management statement (verklaring omtrent risicobeheersing, VOR) was added to the Code. This statement is aimed at offering stakeholders more transparency regarding the management of operational, compliance and reporting risks at listed companies.
The Supervisory Board and Management Board fully endorse the basic principle on which the Code is based, namely that the company has a long-term partnership with various stakeholders. FMO has a policy regarding bilateral contacts with our shareholders, which is provisioned by the Code and published on our website.
The Code consists of in total 143 (sub-) principles and best practices. The relevant principles and best practice provisions of the new Dutch Corporate Governance Code have been implemented, with the exception of the following 11 principles and best practice provisions, which are explained below. In addition, a list of 18 (sub-) principles and best practices that are considered not to be applicable to FMO, accompanied by a brief explanation, is included at the end of this section.
BPP 2.1.5: This principle regards the policy on Diversity and Inclusion. The diversity and inclusion policies of the Supervisory Board and Management Board are included in the Supervisory Board profile and the Standing Rules of the Management Board. In practice they are well adhered to, given that the Supervisory Board consists of 50 percent female and 50 percent male members. The current Management Board’s composition is 33.33 percent female, 66.67 percent male. In the search processes for the CFOO- and the Co-CIO positions, diversity and inclusion is taken in consideration. Until the end of 2025, for staff, FMO had various Diversity, Equity, Inclusion & Belonging (DEIB) practices, a statement, communities and reports on several elements. The policies on Diversity and Inclusion for staff, the Management Board and the Supervisory Board have now been brought under one DEIB policy that was approved by the Supervisory Board in its meeting on December 11, 2025, and will be applicable as of 2026. The policy itself has been made available to the FMO staff on the intranet in 2026.
BPP 2.1.6: This principle regards the reporting on the policy on Diversity and Inclusion. Reporting takes place via (amongst other things) the annual report, the SER portal and internal gender diversity reporting. As FMO’s DEIB policy has only been approved in December 2025, no reporting has happened yet against the DEIB policy. This will happen for the first time in 2026.
BPP 2.2.2: This provision refers to the reappointment of Supervisory Board members. The third term of four years, as meant in the previous version of the Corporate Governance Code, is split into two terms of two years in the current version of the Corporate Governance Code. Sections 2.4 and 2.7 of the Supervisory Board Standing Rules, which deal with reappointments and the duration thereof, will be amended accordingly in the next revision, which is scheduled for approval end of March 2026. None of the Supervisory Board members exceeded the eight-year term in 2025, with the exception of the Chair of the Audit & Risk Committee, who will have exceeded this term by about 7 months when he steps down directly after the AGM in April 2026, which is allowed by FMO’s Articles of Association.
BPP 2.2.4: This provision requires a written (separate) succession plan, which focuses on knowledge, experience and diversity. At FMO, knowledge, experience and diversity are included in the profiles of the Supervisory Board and Management Board. Succession and knowledge are regularly discussed in meetings of, among others, the SARC. The Supervisory Board retirement schedule is on the website and used by the Supervisory Board as a basis for succession planning.
BPP 2.3.10: This provision states that the Supervisory Board is supported by the Corporate Secretary of FMO. Section 6.1 of the Standing Rules of the Supervisory Board states that the Supervisory Board secretary might also be one of its members. In practice, it is the Corporate Secretary of FMO. This will be amended in the next revision, which is scheduled for approval at the end of March 2026.
BPP 2.5.3: This principle prescribes that if a company has established an employee participation body, amongst other topics, the company’s policy on Diversity and Inclusion should be discussed by the management board and the supervisory board with the employee participation body. In practice, FMO complies with this principle in terms of the other topics listed in this principle. FMO’s DEIB policy was approved by the Supervisory Board on 11 December 2025, and therefore this topic will be part of the discussion as of 2026.
BPP 2.8.1 - 2.8.3: These principles regard takeover situations. Stipulations on takeover bids are not implemented, given our stable majority shareholder, the State of the Netherlands.
BPP 4.1.4: This principle prescribes that an explanation to the AGM agenda are to be published on the company’s website. 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 4.2.6: 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.
(Sub-)Principles and best practices of the Code not relevant to 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 4.3.3: 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 4.3.7 and 4.3.8: These provisions are not applicable, as FMO’s shares are not listed.
BPP 4.5.1 - 4.5.8: These provisions concern the issuing of depositary receipts for shares. According to its Articles of Association, FMO is not permitted to cooperate in issuing depositary receipts of shares.
BPP 5.1.1 - 5.1.4: These provisions do not apply, as FMO does not have a one-tier board.