Governance

Ultimate holding company

TMF Group Holding B.V. (“TMF Group”) is the parent company of our operational entities. The majority of the shares in TMF Group Holding B.V. are held by CVC Strategic Opportunities Fund II ("CVC") and a wholly owned subsidiary of the Abu Dhabi Investment Authority ("ADIA") and the remainder of the shares are held by Stichting Administratiekantoor Management Sapphire.

Corporate governance compliance

TMF Group closely follows the developments in the area of corporate governance and the applicability of the relevant corporate governance rules for TMF Group. Any substantial changes to TMF Group's corporate governance structure or application of the corporate governance code will be discussed by the Management Board and Supervisory Board.

Governance structure

TMF Group Holding B.V. has a two-tier governance structure, with a Supervisory Board, comprising of eight Supervisory Directors, responsible for supervising, monitoring and advising the Management Board. CVC and ADIA can appoint three Supervisory Board members, and three independent members are appointed through the General Meeting.

The Management Board comprises of two Managing Directors, a Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO"). The Management Board aims to have a minimum 50% of Dutch resident directors. The Management Board is responsible for achieving the TMF Group's objectives, strategy (including any long term, medium term and short term business plans with operational and financial objectives and parameters to be applied) and the accompanying risk profile (ensuring that effective internal risk management and control systems are in place and reported on), the performance trend and results and for the corporate social responsibility issues relevant to the business.

The Supervisory Board of TMF Group Holding B.V. has further established several committees, each with a distinct purpose. These committees are: Audit Committee, Risk Committee, Sustainability Committee, Nomination Committee and Remuneration Committee. These Committees advise and support the Supervisory Board in their task and responsibilities.

The Supervisory Board of TMF Group consists of eight members and two seats are taken by women. The Management Board of the Company consisted of two members, seats are taken by men. The Executive Committee consists of nine members, four of whom are women. TMF Group recognises the benefits of diversity, including gender balance. However, TMF Group understands that gender is only one part of diversity. The company is proud of the team diversity with a balanced mix of people regarding gender and cultural background. The Management Board aims to improve gender diversity on the boards and among senior management personnel and has set target ratios that one third of seats for Supervisory Board, Management Board and the Executive Committee are held by women by 2027. Both TMF Group's majority shareholders and the Supervisory Board endeavour to support any appointments in order to achieve the set target ratios, provided TMF Group is an equal opportunities employer and is committed to hiring the most qualified employees irrespective of race and gender.

Audit Committee

The purpose of the Audit Committee is to assist the Supervisory Board in its general oversight of the Company’s accounting and financial reporting processes, audits of the financial statements and the internal audit function. The Audit Committee meets no less than four times each financial year. 

The overview below provides a number of topics discussed during the Audit Committee meetings in 2023, which included:

  1. the relationship and effectiveness of the external auditors;

  2. the effectiveness and performance of the internal audit function;

  3. the internal control systems and associated financial and fraud risk management;

  4. the annual and interim financial statements.

Risk Committee

The purpose of the Risk Committee is to assist the Supervisory Board in its general oversight of the Company’s risk management and compliance programs. As such, the Risk Committee ensures that the Governance, Risk and Control Framework (the "GRC Framework") is effective and aligned to strategy and risk appetite. The Risk Committee will be responsible for assessing the adequacy, effectiveness and design of the GRC Framework in relation to the Company’s objectives and strategy, AML, CFT and regulatory compliance, legal, information security and other risk types, with the exception of financial risks which are covered by the Audit Committee of the Supervisory Board. 

The Risk Committee will also be responsible for reporting and making recommendations to the Supervisory Board concerning governance matters and performing a review in case of a conflict of interest. The Risk Committee meets no less than four times per financial year.

The overview below provides a number of topics discussed during the Risk Committee meetings in 2023, which included:

  • TMF Group's risk management policies and procedures;

  • TMF Group's regulatory compliance;

  • TMF Group's information security programs and initiatives;

  • TMF Group's internal audit initiative and findings;

  • pending claims and litigations against TMF Group subsidiaries.

Sustainability Committee

The purpose of the Sustainability Committee is to assist the Supervisory Board in its oversight of the Company’s actions to run the Company as an environmentally and socially sustainable business, capable of generating long term value for its stakeholders. The Sustainability Committee meets no less than twice per financial year.

The overview below provides a number of topics discussed during the Sustainability Committee meetings in 2023, which included:

  1. the effectiveness of the TMF Group's sustainability strategy;

  2. TMF Group's sustainability performance and execution;

  3. appropriate objectives for sustainability activities;

  4. appropriateness of sustainability related policies;

  5. current and emerging sustainability trends.

Nomination Committee

The purpose of the Nomination Committee is to assist the Supervisory Board to ensure that the Company has the leadership it requires, both now and in the future. In particular, the Nomination Committee shall assist the Supervisory Board in the appointment of Managing Directors of the Company or Supervisory Directors of the Company’s Supervisory Board. The Nomination Committee meets no less than two times each financial year.

The overview below provides a number of topics discussed during the Nomination Committee meetings in 2023, which included:

  1. the structure, size and composition of the Management Board; and

  2. succession of Managing Board Directors and Supervisory Board Directors.

Remuneration Committee 

The purpose of the Remuneration Committee is to assist the Supervisory Board in determining the remuneration of directors and senior management of TMF Group, on the basis of their merit, qualifications, and competence, and having regard to TMF Group's operating results, individual performance and comparable market statistics. The Remuneration Committee meets no less than four times each financial year.

The overview below provides a number of topics discussed during the Remuneration Committee meetings in 2023, which included:

  1. remuneration of Management Board members and senior management;

  2. bonus arrangements for Management Board members and senior management;

  3. participation of senior managers in TMF Group's management investment plan.

Executive Committee ("ExCo")

The Management Board of TMF Group Holding B.V. has established the Executive Committee ("ExCo").

The purpose of the ExCo is to assist the Management Board in the overall direction and the (day to day) management and operations of the Company. The individual members of the ExCo support the Management Board in their respective area of expertise. The ExCo members only have an advisory role. Decision-making in respect to the Company’s overall direction and (day to day) management and operations sits with the Management Board.

  • 9TMF Sapphire Holdco B.V., TMF Sapphire Topco B.V., Tucano Bidco B.V., Tucano Midco B.V. and Tucano Holdco B.V.
  • 10TMF Group Operating entities include indirect and direct subsidiaries of TMF Sapphire Midco B.V., TMF Sapphire Bidco B.V. is the direct subsidiary of TMF Sapphire Midco B.V. and the entity carrying external financing.