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 ("STAK").

On January 2, 2025, ADIA transferred all shares held in TMF Group Holding B.V. to Tucano Holdings Jersey Limited, and at the same time acquired shares of Tucano Holdings Jersey itself. With this transfer, Tucano Holdings Jersey Limited holds the majority of the shares issued by TMF Group Holding B.V.. There were no changes for the shares held by Stichting Administratiekantoor Management Sapphire. CVC (Tucano Topco Jersey Limited) and ADIA hold an equal number of voting shares of Tucano Holdings Jersey Limited. The members of the Management Board and the Supervisory Board of TMF Group Holding B.V. have resigned at the date of transfer and, at that same date, were appointed as directors of Tucano Holdings Jersey Limited. Tucano Holdings Jersey Limited has now a one-tier Board, comprising of two executive directors and eight non-executive directors. The shareholders of TMF Group Holding B.V. have reappointed a Board of Directors consisting of Patrick de Graaf and Natalija Kuzović at the transfer date. As a result, on 6 March 2025, TMF Group Holding B.V. did not have a Supervisory Board. 

Corporate governance compliance

TMF Group closely follows 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 Board of Directors.

Governance structure

In 2024 TMF Group Holding B.V. had 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 each appoint three Supervisory Board members, and three independent members are appointed through the General Meeting.

In 2024 the Management Board comprised of two Managing Directors, a Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO"). The Management Board responsibility is 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. had established several committees, each with a distinct purpose that had activities during 2024. These committees are: Audit Committee, Risk Committee, Sustainability Committee, Nomination Committee and Remuneration Committee. These Committees advised and supported the Supervisory Board in their task and responsibilities.

In 2024 the Supervisory Board of TMF Group consisted of eight members, of which two seats were taken by women. The Management Board of the Company consisted of two members, with both seats taken by men. The Executive Committee of the parent company consist of nine members, two 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 as regards gender and cultural background. The aim is to improve gender diversity on the boards and among senior management personnel and target is to have one third of seats for Supervisory Board, Management Board and the Executive Committee held by women. 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.

  • 8TMF Sapphire Holdco B.V., TMF Sapphire Topco B.V., Tucano Bidco B.V., Tucano Midco B.V. and Tucano Holdco B.V.
  • 9TMF 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.

Audit Committee

The purpose of the Audit Committee was 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 has met no less than four times each financial year. 

Topics discussed during the Audit Committee meetings in 2024 included:

  1. the relationship with 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 was to assist the Supervisory Board in its general oversight of the Company’s risk management and compliance programmes. As such, the Risk Committee ensured that the Governance, Risk and Control Framework (the "GRC Framework") was effective and aligned to strategy and risk appetite. The Risk Committee was 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 was also 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 has met no less than four times per financial year.

Topics discussed during the Risk Committee meetings in 2024 included:

  1. TMF Group's risk management policies and procedures;

  2. TMF Group's regulatory compliance;

  3. TMF Group's information security programmes and initiatives;

  4. TMF Group's internal audit initiative and findings;

  5. pending claims and litigations against TMF Group subsidiaries.

Sustainability Committee

The purpose of the Sustainability Committee was 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 has met no less than twice per financial year.

Topics discussed during the Sustainability Committee meetings in 2024 included:

  1. the effectiveness of 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 was to assist the Supervisory Board in ensuring that the Company has the leadership it requires, both now and in the future. In particular, the Nomination Committee assisted the Supervisory Board in the appointment of Managing Directors of the Company or Supervisory Directors of the Company’s Supervisory Board. The Nomination Committee has met no less than two times each financial year.

Topics discussed during the Nomination Committee meetings in 2024 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 was 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 has met no less than four times each financial year.

Topics discussed during the Remuneration Committee meetings in 2024 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. had established the Executive Committee ("ExCo").

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