Governance

Ultimate holding company

TMF Group Ltd. (TMF Group) is the parent company of our operational entities. The majority of the shares in TMF Group Ltd. are held by CVC Strategic Opportunities Fund II (CVC) and a wholly owned subsidiary of the Abu Dhabi Investment Authority (ADIA). CVC (via Tucano Topco Jersey Limited) and ADIA hold an equal number of voting shares of TMF Group. TMF Group Board comprises two executive directors and eight non-executive directors.

Corporate governance compliance

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

Governance structure

CVC and ADIA each have the ability to appoint up to three board members, one director is nominated by CVC following consultation with ADIA, and two independent directors are nominated jointly by CVC and ADIA. The board also comprises the Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO"). The Board's responsibility is to oversee 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 the corporate social responsibility issues relevant to the business. In carrying out these responsibilities, the Board adheres to the principles of good corporate governance under Jersey law, and observes relevant best‑practice standards derived from the UK Corporate Governance Code, ensuring robust accountability, transparent decision‑making and effective oversight across all areas of TMF Group operations.

The Board has established several committees, each with a distinct purpose, that were active during 2025. These are the Audit and Risk Committee, the Sustainability Committee, the Nomination Committee and the Remuneration Committee. These committees advised and supported the Board in its tasks and responsibilities.

Audit and Risk Committee

The purpose of the Audit and Risk Committee is to assist the 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 and Risk Committee also assists the Board in its general oversight of the Company’s risk management and compliance process. The Audit and Risk Committee is responsible for assessing the adequacy, effectiveness and design of the governance, risk and control framework in relation to the Company’s objectives and strategy, AML, CFT and regulatory compliance, legal, information security and other risk types. The Audit and Risk Committee met three times between 26 May 2025 and 31 December 2025.

  • 1TMF Sapphire Holdco B.V., TMF Sapphire Topco B.V., Tucano Bidco B.V., Tucano Midco B.V. and Tucano Holdco B.V.
  • 2TMF 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.

Key topics – inter alia - discussed during the Audit and Risk Committee meetings in 2025 included: 

  • TMF Group’s financial and narrative statements and other financial information

  • TMF Group's risk management policies and procedures

  • TMF Group's regulatory compliance

  • TMF Group's information security programmes and initiatives

  • TMF Group's internal audit initiative and findings

  • Pending claims and litigations against TMF Group subsidiaries

Between 1 January 2025 and 26 May 2025, the Board had established a separate Audit Committee and Risk Committee. The main responsibilities of the Audit Committee were to assist the Board in its general oversight of the Company’s accounting and financial reporting processes, audits of the financial statements, and the internal audit function. Between 1 January 2025 and 26 May 2025, the Audit Committee met twice.

Main responsibilities of the Risk Committee comprise assistance to the Board with its general oversight of the Company’s risk management framework and compliance processes. Between 1 January 2025 and 26 May 2025, the Risk Committee met once.

Sustainability Committee

The Sustainability Committee exists to assist the 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 at least twice each financial year.

Key topics – inter alia - discussed during the Sustainability Committee meetings in 2025 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

The Sustainability Committee met twice during 2025.

Nomination Committee

The purpose of the Nomination Committee is to assist the Board in ensuring that the Company has the leadership it requires, both now and in the future. In particular, the Nomination Committee assists the Board in the appointment of executive and non- executive directors of the Company. 

Key topics – inter alia - discussed during the Nomination Committee meetings in 2025 included:

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

  2. Succession of Board Directors (executive and non-executive)

The Nomination Committee met twice in 2025.

Remuneration Committee

The purpose of the Remuneration Committee is to assist the Board in determining the remuneration of directors and senior management of TMF Group and having regard to TMF Group's operating results, individual performance and comparable market statistics.

Key topics – inter alia - discussed during the Remuneration Committee meetings in 2025 included:

  1. Remuneration of the CEO, CFO and senior management

  2. Bonus arrangements for the CEO, CFO and senior management

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

The Remuneration Committee met four times during 2025

Executive Committee ("ExCo")

The executive directors of TMF Group Ltd. have established an Executive Committee ("ExCo").

The purpose of the ExCo is to assist the executive directors in the overall direction and day-to-day management and operations of the Company. The individual members of the ExCo support the executive directors in their respective areas of expertise.