Governance & compliance
The Company's approach to corporate governance
Apax Partners LLP ('Apax Partners') is the
holding partnership for the worldwide Apax partnership and is
the lead investment adviser to the most recent Apax Funds. In the
UK, it is regulated by the Financial Conduct Authority (FCA) and
advises Apax Partners Europe Managers Ltd (APEM) which is also
regulated by the FCA.
Apax Partners is committed to maintaining the highest business
standards consistently across all of its offices. Although the firm
is only subject to formal registration and regulation in some of
the markets in which it operates, it is nonetheless governed on a
global basis and applies the same business principles and
compliance procedures to all of its operations. As such, Apax
Partners has consistently sought to lead good practice in corporate
governance and transparency within the private equity sector.
The business of Apax Partners is operated and managed through a
small number of committees whose respective terms of reference
clearly define responsibilities and accountability.
The Executive Committee is responsible for the day-to-day
management of Apax Partners worldwide. The group meets on a monthly
basis to discuss matters of strategic importance for the global
organisation. It is also responsible for setting standards on
remuneration and recruitment and oversees the governance of the
firm in each of the countries in which it operates.
Martin Halusa was elected Chief Executive Officer of Apax
Partners in October 2003. In 1990, he co-founded Apax Partners in
Germany as Managing Director. His investment experience has been
primarily in telecommunications and service industries.
He began his career at The Boston Consulting Group ('BCG') in
Germany and left as a Partner and Vice President of BCG worldwide
in 1986. He joined Daniel Swarovski Corporation, Austria's largest
private industrial company, first as President of Swarovski Inc
(US) and later as the Director of International Holding in
A graduate of Georgetown University, Martin received his MBA
from the Harvard Business School and his PhD in Economics from the
Leopold-Franzens University in Innsbruck.
John Megrue is the CEO of Apax Partners US and Head of
the Retail & Consumer Group. He is a member of
the Executive and Investment Committees as well as the
Approval, Exit and Portfolio Review Committees.
John had originally joined Apax in 1988 and rejoined in 2005
from Saunders, Karp & Megrue ("SKM") which he co-founded in
1990. Prior to SKM, John served as Vice President and Principal at
Patricof & Co. (an Apax predecessor), where he specialised in
buyouts and late stage growth financings.
John is a graduate of Cornell University, where he received a BS
in Mechanical Engineering. He received his MBA from the Wharton
School of the University of Pennsylvania.
Board memberships include Advantage Sales & Marketing, Bob's
Discount Furniture, HUB International, Kinetic Concepts (KCI), rue
21 and Cole Haan.
John is also a Director on the Board of Millennium Promise, the
United States' only international non-profit organisation solely
committed to supporting the achievement of the Millennium
Development Goals set by the UN to halve extreme poverty by
Michael Phillips is a Partner and member of the Executive,
International Investment, Approval, Portfolio Review and Exit
Committees. He is based in Munich, is Head of the Munich office and
co-heads the Financial & Business Services team.
Michael originally joined Apax Partners in 1992. He has both led
and participated in a number of key deals including Sulo, IFCO
Systems and Tommy Hilfiger. He has served as an advisor and board
member to a number of Apax portfolio companies including
Xerium, IFCO Systems, Tommy Hilfiger, Travelex and Capio.
Prior to joining Apax Partners Michael spent three years at OTTO
Holding Ltd in Cologne, one of Germany's largest waste management
companies, as the general manager of an operations subsidiary and
four years at Ciba-Geigy Canada, as an engineer in their Plastics
Michael holds a BS in Engineering Chemistry from Queen's
University in Kingston Canada and also an MBA from INSEAD.
Andrew Sillitoe is a Partner and Co Head of the
Tech & Telecom team. Andrew is also a member
of the Executive, Investment, Approval, Portfolio Review and
Exit Committees. He has been based in London since joining
the firm in 1998 and has focused on the technology
& telecommunications sectors in that time.
Andrew has been involved in a number of deals, including Orange,
TIVIT, Trizetto, TDC, Intelsat/Panamsat and Inmarsat.
Prior to joining Apax Partners, Andrew was a consultant at LEK
where he specialised in advising clients on acquisitions in a
number of sectors.
Andrew holds an MA in Politics, Philosophy and Economics from
Oxford and an MBA from INSEAD.
Christian Stahl is a Partner and Co-Head of the Media team. He
is also a member of the Executive Committee. He is based in London,
having moved there from the Munich office. Christian originally
joined Apax Partners in 1999 in London, then moved to Munich and
specialises in the media space. Christian has led and participated
in a number of key deals including SouFun, Bankrate, Cengage
Learning, Tommy Hilfiger and CME. He currently serves as board
member to Apax portfolio companies Cengage Learning, Nelson
Education, Bankrate, Takko Fashion and Tommy Hilfiger China.
Prior to joining Apax Partners, Christian was a consultant with
Bain & Company where he specialised in advising clients in the
Christian holds an MBA with Distinction from INSEAD and a BA
(Hons) of Business Administration and a Diplom Kaufman degree from
the European Partnership of Business Schools.
Mitch Truwit is a Partner and Co-Head of the
Financial & Business Services team. He is also a member of
the Executive Committee.
Prior to joining Apax Partners in 2006, Mitch was the President
and CEO of Orbitz Worldwide, a subsidiary of Travelport, between
2005 and 2006 and was the Executive Vice President and Chief
Operating Officer of priceline.com between 2001 and 2005.
Mitch is a graduate of Vassar College where he received a BA in
Political Science. He also has an MBA from Harvard Business
He serves as a Board member of Garda World Security Corporation,
Bankrate, HUB International, Advantage Sales & Marketing,
Trader Corp and Dealer.com.
Mitch is the Chairman of Street Squash, a Harlem-based urban youth
enrichment program and is an honorary member of the Special
Olympics of CT, an organisation providing year-round sports
training and athletic competition for children and adults with
intellectual disabilities. Mitch was previously a member of
PEC, an organisation established to provide information about the
private equity industry.
Below the Executive Committee are a further four sub-committees
that oversee the investment process from initial idea through due
diligence and throughout the life of the investment to its eventual
exit. At every stage in the process, the investment is subject to a
rigorous process of scrutiny by these committees.
Terms of referenceSource of guidance
to deal teams. Approval of deal expense budgets. Provision of
advice to Investment Committee.
Terms of referenceProvide investment
recommendations to the investment manager.
Portfolio Review Committee
Terms of referenceReview of progress
of portfolio company compared to 100 Day Plan. Forum for discussion
of likely ongoing funding requirements and for exit opportunities.
Recommendation of management changes to the deal team.
Terms of referenceReviews exit options for specific
Fund advisory boards
As well as the internal corporate governance bodies, Apax
Partners has a well-established structure of external advisory
boards. Each of the Funds advised by Apax Partners has a Board of
Advisers. Representatives of up to 15 of Apax Funds' Investors are
invited to become members of the Board. The independence of the
Board is maintained because it is chaired by one of our investors,
who are appointed every two years. The Board is currently chaired
by Wim Borgdorff, managing partner at AlpInvest Partners, Europe's
largest investor in private equity. The responsibility of the
Chairman is to set the agenda and ensure that the Board of Advisers
complies with its terms of reference.
The Board of Advisers meets twice a year and is consulted by the
General Partner on certain of the affairs and operations of the
Funds, in particular, issues relating to conflicts of interest and
review of the valuations at which investments are carried in the
notes to the accounts.
Apax Funds are managed with zero leverage. At the portfolio
company level, average leverage in March 2012 was 4.2x
The Executive Committee has ultimate responsibility for the
oversight of compliance at Apax Partners and it delegates this
function on a day-to-day basis to the Compliance Department. The
Compliance Department is responsible for developing the Global
Business Standards ("GBS"), training all staff globally on the GBS
and monitoring compliance against the GBS. The Compliance
Department carries out compliance inspections and reports any
significant findings to the Executive Committee. The Pillar 3
disclosure for Apax Partners Europe Managers Ltd (APEM) can be
found here: Click here
Apax supports the aims of the Stewardship Code and this
statement explains the nature of Apax's commitment to the Code: Click here to read.