Cardano Development
Governance

Cardano Development Group

Cardano Development

Cardano Development B.V. started in 2010 as a subsidiary of Cardano Holding. Cardano Development management and finances are kept fully separated from the other entities in the Cardano Group. In 2013 Cardano Group institutionalized this separation by creating the Cardano Development Foundation and placing Cardano Development B.V. under its ownership.

Cardano Development Foundation has a charitable status as an “institution for general benefit” (algemeen nut beogende instelling, ANBI). Cardano Development B.V. is a 100% subsidiary of the Cardano Development Foundation. In turn, Cardano Development owns 100% of the shares in each subsidiary. Each subsidiary of Cardano Development has its own dedicated management team and a supervisory board consisting of an internal chairman and at least one independent outsider.

Cardano

Cardano, founded in 2000, is one of the leading firms in Strategic Risk and Fiduciary Management for the pension industry in the Netherlands and the UK, with approximately €180 billion in assets under advice and management for more than 40 strategic clients.

Cardano is legally and financially fully separated from Cardano Development, but the two groups remain connected through the joint Cardano brand name and Theo Kocken’s involvement (Theo is the CEO of Cardano Holding as well as the Stichting Cardano Development’s Chairman). Cardano as the founding sponsor of Stichting Cardano Development retains the right to appoint one of its three board members.

Also, there are close operational inter-linkages in the incubation of new projects as well as in managing existing ones (e.g. the close operational ties in jointly managing TCX). Any operational inter-linkage is transparent and at arms’ length terms. Furthermore, Cardano supports Cardano Development financially with a number of long term loans, used to support the various initiatives of the Cardano Development platform.

Cardano’s competitive advantage and leadership in the industry is driven by its culture of quantitative and behavioral risk management and innovation, which has become an integral part of its operations. Its development objectives are made explicit through Cardano Insights (education and research) and Cardano Development. Please find more on Cardano on www.cardano.com.

 


Initiatives

TCX (TIM)

TCX Investment Management Company B.V. (TIM) is the fund manager of The currency Exchange Fund (TCX), a fund investing in long-term currency hedging products in frontier markets. It was established in 2007, and currently employs 16 people, all in Amsterdam, the Netherlands. TIM is regulated as an Alternative Investment Fund Manager and has a supervisory board consisting of 2 members: Frank Gosselink (chairman, Director at Cardano Development), Axel van Nederveen (independent) and Arjo Blok (independent). TIM’s managing board has 3 members: Ruurd Brouwer (CEO), Bert van Lier (CIO) and Brice Ropion (COO/CRO).

Frontclear Management

Frontclear Management B.V., established in 2015, is the fund manager of the Frontier Clearing Funds, a series of specialized funds investing in a joint vehicle (the Frontier Clearing Corporation) that provides guarantees to catalyze interbank transactions in frontier markets with recourse to local collateral. Frontclear Management currently employs 6 people in Amsterdam and has a supervisory board consisting of 2 members: Joost Zuidberg (chairman, director Cardano Development) and Walter Gontarek (independent, CEO Channel Capital). Frontclear’s managing board has 2 members: Philip Buyskes (CEO) and Erik van Dijk (CFRO).

GuarantCo Management

GuarantCo Management Company Limited, established in 2016, is the manager of GuarantCo Limited, a specialized fund providing long-term local currency guarantees for infrastructure clients in frontier economies. GuarantCo Management has 15 employees in London and Nairobi, and has a one-tier board consisting of 7 members: Joost Zuidberg (chairman, Director of Cardano Development), Lasitha Perera as (CEO) Douglas Bennet (COO), Dale Petrie (MD, Finance) and Frank Gosselink (non-executive, Director of Cardano Development).

Frontier Finance Solutions B.V.

Frontier Finance Solutions B.V. is the incubator facility within Cardano Development where start-up activities are carried out until they become operational and migrate to become a direct subsidiary of Cardano Development B.V. The management of new initiatives remains within Frontier Market Solutions B.V. under direct responsibility of its directors, until the initiative becomes a separate subsidiary. Financial management of the start-ups is carried out centrally until the subsidiaries are formed and management thereof is transferred to a separate management team. Frontier Finance Solutions B.V. currently has 3 start-up initiatives in its portfolio: BIX Capital, the Water Finance Facility (WFF), and Impact Loan eXchange (ILX).


Board Members

Cardano Development Foundation Board Members

Theo Kocken, Chairman

Theo is partner and CEO of the Cardano Group. Besides a Bachelor’s degree in Business Administration (Eindhoven), he holds a Master’s degree in Econometrics (Tilburg). He gained his PhD at the VU University (Amsterdam), where he is now professor of Risk Management for Institutional Investors. He worked in the area of Risk Management and Asset & Liability Management at the Bank for Dutch Municipalities in The Hague (1990-1994) and headed the Market Risk Department at ING (1994-1997) in Amsterdam and Rabobank International (1997-2000) in Utrecht. In 2000, he founded Cardano.Theo is (co-)author of various books and articles in the area of risk management and pension funds. In 2006 his book “Curious Contracts. Pension Fund Redesign for the Future” was published, in which he applied embedded option theory as a basis for pension fund redesign.

Jaap Koelewijn, Board member

Jaap is professor corporate governance at the Nijenrode University and at the Free University of Amsterdam. Jaap has held various research positions within the financial sector, including as a European financial markets stock analyst and asset manager at MeesPierson; head of strategy and research vice-president at IRIS (a joint subsidiary of Rabobank and Robeco); and research CEO at the Netherlands Authority for the Financial Markets (AFM).  In addition to his substantive expertise, Mr. Koelewijn has extensive experience both as a manager of professional teams and as an administrator.

Arjan Erkel, Board member

Arjan is partner and co-owner of Walking Tree B.V. He holds a master’s degree in Cultural Anthropology (Nijmegen). Arjan has held various managerial positions within the development sector within The Netherlands as well in Sierra Leone, Tajikistan, Uzbekistan, Uganda and Russia. Mr. Erkel is (co-) author of several books. Arjan is founder of Free a girl. Arjan is married and has three daughters.

Cardano Development Supervisory Board

Cardano Development’s Supervisory Board is composed of all members of the Board of Cardano Development Foundation.

Cardano Development Management Board

Joost Zuidberg, Statutory Director (since 2015)

Joost has been with the Cardano Development group since its inception, as the CEO of the TCX investment management team starting 2007. Since early 2015, his responsibilities cover the supervision and project management within all CD initiatives in their development. Prior to managing TCX, Joost was the director for Africa for FMO (7 years) and SVP, Project Finance at ABN AMRO (6 years). Joost is chairman of the supervisory boards of the management companies of Frontier Clearing and BIX Fund, and is a member of the managing board of Mantis.

Frank Gosselink, Statutory Director (since 2015)

Frank has been with the Cardano Development group from the start, since 2012 as CEO of Coin Re, a function that he still holds today. Prior to this Frank was the Risk Management Director of FMO (5 years), and before that at Aegon Levensverzekeringen (4 years). Frank is member of the TCX risk management committee.


On Dutch Foundations

A Foundation (stichting) in the Netherlands is a legal person as defined in the Dutch Civil Code (Burgerlijk Wetboek), Boek 2 Articles 285-304. The creation of a stichting requires one or more sponsors, creating it through a legal act (usually either a notarized deed or a will) that must specify the terms of its articles of association and the first members of its Board. A stichting has no members or owners, and its dedicated purpose must be stated in its articles of association, thereby limiting its possible activities and the application of its capital to such purpose.

A stichting is governed and represented by a Board that is responsible for its administration. There are no specific requirements regarding how many members constitute the Board, but the articles of association must stipulate who is member of the first appointed Board and who is responsible for dismissing and/or appointing Board members (this can be the board itself, acting as a body, or a third party). Board members can be held personally liable for the stichting’s actions, civilly as well as criminally.

A stichting may serve any purpose, including commercial and for-profit activities or purposes of charitable nature, but its official goal must be specified in the articles of association. A stichting may own shares in companies. Commercial activities are allowed within the stichting or in subsidiaries, so long as the activites are carried out within the purpose of the stichting. Income from commercial activities is taxed. A stichting can only make donations to charitable causes as specified in its articles of association.

A charitable institution in the Netherlands is dubbed an “institution for general benefit” (algemeen nut beogende instelling, ANBI). Any institution can request the Dutch Tax Service to grant it the ANBI status which bestows it with certain tax benefits. Often, but not necessarily, ANBIs are stichtings. Conversely, not every stichting is an ANBI. ANBIs may receive grants from other persons without attracting gift tax.

In order to be acknowledged as ANBI, an institution must meet all of the following conditions, as assessed by the Netherlands tax authorities in their sole discretion:

  • The institution must spend at least 90% of its moneys towards the objectives for general benefit as laid down in the articles of association;
  • The institution in its entirety must be not-for-profit, but an ANBI can make profits through commercial activities, under the condition that all profits are spent in accordance with the purpose as stated in the articles of association;
  • The institution and the people who are directly involved, must meet certain specified  integrity requirements;
  • No board member or policymaker may have the authority to direct the funds of the institution at his sole discretion;
  • The institution cannot hold more reserves than is reasonably necessary for the activities of the institution;
  • The remuneration for board members must be limited to actual expenses or a small allowance;
  • The institution must maintain an up to date charter, policy and budget;
  • The institution must maintain a reasonable balance between overhead costs and direct expenses related to the institution’s purpose as laid down in the articles of association;
  • The articles of association must stipulate that moneys that remain after liquidation of the institution is granted to another (identified or unidentified) ANBI with a similar purpose;
  • An ANBI has certain administrative obligations towards the tax authorities.