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 ensuring the principles described in the in the 2021 Dutch Banking Code regarding sound and ethical operation are followed. 

In addition, the Audit and Risk Committee of the Supervisory Board has discussed and reviewed the Risk Management Statement (VOR) of the Management Board in accordance with the Dutch Corporate Governance Code.

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. The Supervisory Board members are, on the nomination of the Supervisory Board, appointed by the General Meeting of Shareholders. 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 2025 and 10 additional 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

During the year, the Supervisory Board closely monitored progress on the 2025 Business Plan, including the pace of hiring staff, and devoted particular attention to data governance and cybersecurity. The Supervisory Board gave its approval to, among other things, the 2026 Business Plan; the updated Standing Rules of the Management Board and the three supporting committees of the Supervisory Board; the Risk Appetite Framework and Recovery Plan, and the yearly and interim reporting. Other topics that were discussed included the preparation for the implementation of new CSRD regulations, the searches for a new ARC Chair, a new Chief Finance and Operations Officer (CFOO), and a new Co-Chief Investment Officer (Co-CIO).

Appointments and reappointments

The new Chair of the Supervisory Board, Rob Becker, was appointed at the AGM of April 2025. The Supervisory Board successfully rounded off the search process for the new ARC Chair, who will be nominated for appointment at the AGM of April 2026. In addition, the SARC successfully rounded off the search for a new CFOO and a new Co-CIO. Both the new CFOO, Idil Kural and the new Co-CIO, Juan José Dada Ortiz will be appointed in April 2026. Furthermore, the SARC prepared the reappointment of the Chief Risk Officer, Franca Vossen.

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, amongst others, i) geopolitical developments such as the US elections, (potential) conflicts worldwide, impact on emerging markets and implications for DFI’s in general and FMO specifically, ii) Financial Economic Crime / AML-CFT, and iii) Market Conduct – FMO disclosure committee + Market abuse.

Culture, including compliance

The compliance function at FMO is safeguarded within the Management Board and Supervisory Board. In 2025, 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 during 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

At the start of 2025, the Management Board comprised five members. With the resignation of the CFOO as per 1 April 2025, followed by the resignation of the Co-CIO as per July 1, 2025, the Management Board composition decreased to three members. Throughout 2025, it made efforts to discuss its performance and collaboration during regular offsites. After these, it prepared an assessment of how it functioned in 2025, which 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 Management Board members by means of separate interviews, conducted by two Supervisory Board members per Management Board member. During these meetings, the self-assessments and 2025 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 2026 team targets and personal goals. The Supervisory Board discussed the outcomes of the evaluation in a concluding session without the Management Board present.

It was agreed that the Management Board functioned effectively in 2025, despite the two vacancies in the Management Board. However, there is always room for enhancement. The Supervisory Board and the Management Board are continuously striving to further develop a well-balanced 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 and regularly discussed its cooperation during Management Board offsites.

Regarding the evaluation of the Supervisory Board, the Dutch Banking Code requires an external evaluator to conduct such an evaluation once every three years. This was done for 2021 and 2024. For 2025, the Supervisory Board conducted its self-evaluation independently by means of a self-assessment questionnaire. The members discussed the outcome, together with additional reflections and observations, in a dedicated session. The functioning of the Supervisory Board, its three committees, and the functioning, independence, and availability of the individual members were part of the evaluation.

The assessment concluded that the Supervisory Board, along with its committees and members, functions as a competent and effective team, operating in an engaged and highly committed fashion. This included members’ interaction with the Management Board through open dialogue, which was well facilitated and expertly guided by the Chair (both the former Chair, and, as of May 2025, the new Chair).

It was noted that the members invest sufficient time when the agenda requires this. Further, 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 higher risk exposure of FMO due to the markets it operates in. In respect of its own organizational activities, the Supervisory Board will continue its efforts to allocate more time for reflection on matters not included in the often-extensive meeting agendas. The supervision plan following the 2024 evaluation—elaborating on the ways of working as a Supervisory Board—is under development. Finally, some updates have been and will continue to be made to the existing by-laws, rules, and regulations to align them further with the ever-changing regulatory landscape.

Audit and Risk Committee (ARC)

The ARC supervises and advises the Supervisory Board on FMO’s financial, sustainability, and (audited) statutory reporting, and the effectiveness of FMO’s internal risk management and control systems in relation to financial reporting. It monitors and offers expertise on issues such as our risk appetite and strategy, internal and external auditing systems, and compliance with legislation and external and internal regulations. It also monitors the performance of internal and external auditors. The ARC held five regular meetings and one additional meeting in 2025. During these, 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; reporting, capital, and liquidity adequacy; the status of the KYC files; and the recovery plan. 

Impact Committee (IC)

FMO’s 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 for the Supervisory Board and Management Board to support their 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 Management Board with regard to impact and ESG matters. The IC held three meetings in 2025. During these, it discussed, among other things, the 2024 Annual Report and 2025 Interim Report, impact-focused strategy implementation, the 2026 Business Plan, the periodic status updates and Annual Report of the Independent Complaints Mechanism, and updates on complex projects.

Selection, Appointment and Remuneration Committee (SARC)

A key 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 twice in 2025 and deliberated several times on an ad-hoc basis. It discussed, among others, the search for a new ARC Chair, a new CFOO, and a new Co-CIO. It also prepared the reappointment of the Chief Risk Officer, Franca Vossen. Moreover, the SARC discussed remuneration and human resources topics, such as the quality of interaction, including company values and pensions, and prepared an update of the SARC Standing Rules, which were approved by the Supervisory Board in December 2025.

Independence, conflicts of interest and governance

The Supervisory Board is of the opinion that all of its members are independent (100 percent), as defined by Best Practice Provisions 2.1.7 up to and including 2.1.9 of the Dutch Corporate Governance Code. In 2025, a (potential) conflict of interest was identified in respect of a topic that was discussed in two Supervisory Board meetings. The Supervisory Board and its conflicted members acted in line with the relevant provisions in the Articles of Association and Standing Rules of the Supervisory Board and the followed procedure was recorded in the minutes of the respective meetings.

FMO has specific regulations concerning private investments. Compliance with FMO’s regulations on private investments is addressed regularly for all members of the Supervisory Board, Management Board, and all other employees.