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 Zurich.
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.
Martin is a Trustee of the Apax Foundation, on the Board of the Schwab Foundation, a Governor of the Courtauld Institute of Art and a member of the International Business Council of the World Economic Forum.
John Megrue is the CEO of Apax Partners US. 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, Kinetic Concepts (KCI), rue 21 and Cole Haan.
John is Chairman of Born Free and Chairman of the Business Leadership Council for a Generation Born HIV Free which is the private sector leader in working to eliminate HIV in new born children around the world. He is Vice Chairman of the UN Special Envoys Office, a director of Grameen America, director of Millennium Promise and a Trustee of the Apax Foundation.
Michael Phillips is a Partner and member of the Executive, International Investment, Approval, Portfolio Review and Exit Committees. He is a Trustee of the Apax Foundation and head of the Munich office where he is based.
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 Additives Division.
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 in the Tech & Telco 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, TDC, Intelsat and Inmarsat.
Prior to joining Apax Partners, Andrew was a consultant at LEK where he advised 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 in the Consumer team. He is also a member of the Executive Committee. Christian originally joined Apax Partners in 1999 in London, then moved to Munich and New York before returning to the London office where he is now based. Christian has led and participated in a number of key deals including SouFun, Bankrate, Cengage Learning, Tommy Hilfiger. He currently serves as board member to Apax portfolio companies Cengage Learning, Nelson Education, Bankrate, Takko Fashion, Tommy Hilfiger China, Karl Lagerfeld and Plantasjen.
Prior to joining Apax Partners, Christian was a consultant with Bain & Company.
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 in the Services team. He is also a member of the Executive Committee and a Trustee of the Apax Foundation.
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 School.
He serves as a Board member of Garda World Security Corporation, Bankrate, 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 portfolio companies.
Fund advisory boards
As well as the internal corporate governance bodies, Funds advised by Apax Partners have a well-established structure of external advisory boards. Each of the Funds advised by Apax Partners has a Board of Advisers, or Limited Partner Advisory Committee (LPAC). Representatives of Apax Funds' Investors are invited to become members of the Board. The LPAC has a formal terms of reference and the agenda is set by the Chairperson who is typically a representative of an Investor.
The Board of Advisers meets twice a year and is consulted by the Investment Advisor and 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 at June 2013 was 3.9x EBITDA.
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 to read.