Governance codes and regulations

The Dutch Corporate Governance Code

The Dutch Corporate Governance Code works according to the 'comply or explain' principle and applies to listed companies with offices registered in the Netherlands. But as a non-listed bank, FMO believes it is its duty to implement this code almost in its entirety, adapting some stipulations not appropriate to our organization.

To compensate, we have modified our bylaws with a 'Speak up' policy that allows for employees to report violations.

Below are examples of stipulations requiring tailoring to our organization.

• Supervisory Board: The size of FMO’s Supervisory Board has been modified to stay in ratio to the size of our organization. It last reduced from a 10 to a 6-person maximum in May 2005. A new profile for the composition of the Supervisory Board has since been drafted.
• Diversity: FMO strongly believes in the value of diversity, actively striving to achieve it in our Management Board and organization alike. FMO enjoys gender diversity on both our Management Board and our Supervisory Board. In order to ensure gender equality especially at senior management level, we subscribe to the 'Talent to the Top' Charter.
• Reporting structure: Our governance reporting structure has been adapted to reach beyond the roles of the AGM and Management and Supervisory Boards.We implement specific corporate governance requirements on all transactions with our client and partners, and our investment officers incorporate these when negotiating contracts.

The Banking Code, which primarily focuses on reducing risk, efficient auditing and limiting remuneration in the banking context, came into effect on 1 January 2010 and was updated in 2015. The Code was drawn up by the Netherlands Bankers Association (NVB) as a reaction to recent international events in the financial sector. The code was a response to the report entitled "Restoring Trust", published by the Advisory Committee on the Future of Banks on 7 April 2009.

The Banking Code applies to most activities performed by banks in possession of a banking license granted under the Financial Supervision Act. The Banking Code therefore applies to most activities of FMO.

The principles of the Banking Code are based on the Dutch Corporate Governance Code, which applies to listed companies registered in the Netherlands. As a non-listed bank, FMO voluntarily applies the Dutch Corporate Governance Code.

Compliance with the Banking Code is monitored annually by an independent monitoring committee appointed by the NVB in consultation with the Dutch Minister of Finance.