Corporate governance

The Supervisory Board ensures that FMO complies with all applicable corporate governance codes, further described in the chapter on corporate governance. Specific responsibilities include the tasks described in the Dutch Banking Code 2015 regarding sound and ethical operation.

The Supervisory Board has performed its customary self-evaluation with regard to 2017 in the beginning of 2018. The evaluation of the Supervisory Board, its committees and the individual Supervisory Board members took place by means of a questionnaire and a discussion of the results. The assessment looked at such issues as the Board’s responsibilities and composition, the quality of the meetings of the Supervisory Board and its committees, its proper functioning and relation with the Management Board, the follow-up of the priorities in 2017 and its new priorities. The Board concluded that the Supervisory Board and its committees function properly. The most important priorities for 2017 were addressed successfully, such as the new Strategy 2025, the relation with the Dutch State including the discussion on Invest-NL, the search for a new CRFO and two new Supervisory Board members. The Lifelong Learning program was effective, although there is room for further improvement. The program will be updated for the remainder of 2018.

The Board defined several points of attention for 2018. Number one is the completion of the search for a new CEO. The implementation of Strategy 2025 will be an important item on the agenda, including the strategic projects that support the implementation.

The evaluation of the Management Board and its individual members with regard to 2017 took place by the Chairman of the Supervisory Board and the Chairman of the SARC in the beginning of 2018. The Supervisory Board is satisfied with the functioning of the Management Board in 2017. The Management Board evaluated its own functioning in the beginning of 2018.

On all levels of the organization, FMO puts strong emphasis on diversity. This regards diversity of cultural backgrounds, gender and skills and competences. FMO’s Human Resources department continues to pay special attention to strengthening the diversity of FMO’s workforce. The Supervisory Board applauds this. We are therefore proud that FMO received the so-called EDGE certification in 2017, reflecting its progressive policies and practices aimed at full gender equality in the organization.

The Supervisory Board ensured that the compliance function is safeguarded within the Management Board and the Supervisory Board. The Chairman of the Supervisory Board regularly meets with the Compliance Manager during the year and discusses issues where relevant. The Supervisory Board is updated in writing on compliance at every regular meeting.

In line with the four core competences for Management and Supervisory Boards of Banks, Board Members are required to have sufficient expertise of the following subjects:

  1. Management, organization and communication;

  2. Relevant products, services and markets;

  3. Sound management;

  4. Well-balanced and consistent decision-making.

To this end, members of the Supervisory Board follow a formal program of lifelong learning, as also required by the Dutch Banking Code. In 2017, the program consisted of seven sessions. Topics for discussion included NL Business, Invest-NL, Strategy, Information Management, Cyber Security and Taxation. In addition, we discussed the African Arise platform as a promising model to be potentially copied to other regions and sectors.

As Supervisory Board, we collectively participated in a training on the Dutch Banking Code, which put strong attention to culture and governance. On top of this, two of our Board members took a week’s worth of external courses on financial institutions. These courses included the regulatory framework and issues of risk management.

Independence, conflicts of interest and governance

The Supervisory Board is of the opinion that all of its members are independent, as required by Best Practice Provision III.2.1. of the Corporate Governance Code. No direct, indirect or formal conflicts of interest were identified in 2017. FMO has specific regulations concerning private investments. Compliance by Supervisory Board members, Management Board members and all other employees with FMO’s regulations on private investments is addressed regularly.