Triodos Bank’s Executive Board provides a perspective on the wider world it operates in, its impact and activity in 2017 and its prospects for the future.
Read our Executive Board Report here.
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as a percentage |
2017 |
2016 |
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Coöperatieve Centrale Raiffeisen-Boerenleenbank BA |
4.6 |
5.0 |
Delta Lloyd Levensverzekering NV |
3.2 |
3.5 |
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The share capital of Triodos Bank has been entrusted to the independent Foundation for the Administration of Triodos Bank Shares (Stichting Administratiekantoor Aandelen Triodos Bank (SAAT)). SAAT issues depository receipts to finance the shares. Depository receipt holders benefit from the economic rights associated with these shares, such as the right to dividends, but do not exercise any control related to them. Control rights are vested in SAAT. A more detailed description of the corporate governance structure of Triodos Bank, and the rights and responsibilities of SAAT and the depository receipt holders, can be found in the chapter on corporate governance, on page 64 of this annual report.
For an overview of the shares taken in trust and the issued depository receipts of Triodos Bank, as at 31 December 2017, please refer to page 212 of this annual report.
In exercising its voting right at the General Meeting of Triodos Bank (“AGM”), the Board of SAAT upholds the following principles:
The Board of SAAT aims to align the economic interests of its depository receipt holders and Triodos Bank’s mission, for their mutual benefit. This is reflected by the following stipulations in SAAT’s terms of administration:
The foundation shall independently exercise the voting rights attached to the shares owned by it. In doing so, it shall be guided by the interests of the depository receipt holders and the interests of the bank, as well as by the principles expressed in the objectives of the bank.
The voting policy of SAAT is guided by article 6 of the terms of administration and the principles as stated above.
SAAT discharges its stewardship responsibilities by monitoring and engaging with Triodos Bank in line with the principles described above. It also voluntarily applies the relevant principles and best practices of the Dutch Corporate Governance Code, and other well-regarded stewardship regulations.
The Board of SAAT pays significant attention to the mid and long-term performance of Triodos Bank in terms of mission, continuity and financial return. It monitors internal and external developments to assess and anticipate any impact they might have on Triodos Bank.
Discussions and meetings take place on a confidential basis, as appropriate. Should the Board of SAAT feel Triodos Bank has not responded appropriately to questions it raises, it has the possibility to fulfil its stewardship responsibilities and act accordingly in the context of the governance of the bank.
The Board of SAAT is Triodos Bank’s sole shareholder. However, in the ordinary course of business SAAT does not interact with Triodos Bank on the basis of an ownership principle. As Triodos Bank’s sole shareholder, at the most recent General Meeting in Amsterdam on 19 May 2017, SAAT voted on the items below and explained why it had made the decisions it did. For details of approved proposals visit www.triodos.com/agm.
The Board of SAAT approved the following proposals:
The Board of SAAT set out the following voting declaration regarding the proposals tabled at the General Meeting:
SAAT fulfils its role according to its policy as described in the document “SAAT’s vision on fulfilling its role” which can be found at www.triodos.com/corporateinformation. The relevant topics from the Annual Accounts about the mission, the independence and the economic interests of the depository receipt holders were discussed with the Executive Board. The perspectives guiding the discussion were the capitalisation and funding of Triodos Bank; the breakdown of the loan book by sectors, clients and geography; the balance between interest and fee income; the strategy and the implementation thereof by the management and co-workers; and the markets in which Triodos Bank operates. All topics were discussed in the context of relevant ratios, and with reference to a narrative around Triodos Bank’s wider work as well as specific cases.
Regarding the mission of Triodos Bank, the discussion included: the development of the strategic focus areas and the impact of the bank through its products and services; its approach to lending; the risk profile of the loan portfolio; innovations in banking and non-banking activities; and human resource aspects. Regarding the independence of Triodos Bank and the economic interests of the depository receipt holders the discussion included: improvements in governance; capitalisation of Triodos Bank; relevant banking ratios, financial return and dividend (pay-out) policy; depository receipts and aspects of the internal market in depository receipts; and stakeholder interaction.
A webcast from the General Meeting is available at www.triodos.com/agm.
The Annual Meeting of depository receipt holders was held on 19 May 2017 in Amsterdam.
The Board of SAAT described the rationale behind its voting decisions during the meeting. It referred to the input of depository receipt holders at the informal Depository Receipt Holders´ meetings in Belgium, Germany, Spain and the UK and to their questions at the General Meeting. The Board of SAAT informed investors about the Board of SAAT’s discussions with the Executive Board which focused on Triodos Bank in general and on the Annual Report and Annual Accounts.
The Annual Meeting of depository receipt holders approved the appointment of Koen Schoors, and the reappointment of Mike Nawas as members of the Board of SAAT.
The annual survey was held in the autumn 2017. The survey of depository receipt holders was completed by over 7000 respondents. The Board of SAAT discussed the results of the survey and uses the results to enrich its perspective on the investor group whose interests is one of the important inputs that guide its voting. The results also help to determine depository receipt holders’ level of satisfaction about the financial return and the delivery of Triodos Bank’s mission. According to the survey’s respondents, around 90% of investors think Triodos Bank aligns its mission and financial returns effectively, as they did in 2016. Excerpts from the results of the 2017 survey can be found at www.triodos.com/corporateinformation. For the Board of SAAT the outcome underpins the support of the depository receipt holders for Triodos Bank’s activities and strategy.
During 2017, the Board of SAAT convened three times in person and several times by telephone. The Board of SAAT also had three meetings with Triodos Bank’s Executive Board. SAAT’s engagement with Triodos Bank and the agenda for the meetings of the Board of SAAT and the Executive Board is guided by the policy of SAAT as described in “SAAT’s vision on fulfilling its role”.
The topics that the Board of SAAT paid attention to during the year in a close dialogue with the Executive Board included:
The Board of SAAT meets annually with a Supervisory Board delegation to discuss the Annual Accounts. The discussion in 2017 focussed on the supervision of: Triodos Bank’s stakeholder policy and stakeholder dialogue; Triodos Bank’s impact and added value; the strategic goals; and Triodos Bank’s policies on return on investment and dividend pay-out.
The Board of SAAT conducted interviews with the nominated candidates for Supervisory Board membership. A key focus, in this respect, is the commitment of the candidates to Triodos Bank’s mission.
The Board of SAAT updated its profile to support its recruitment efforts for new members. The profile can be found on www.triodos.com.
The Board of SAAT selected and nominated Koen Schoors who was appointed during the Annual Meeting of depository receipt holders. The Board of SAAT prepared the selection of candidates to be nominated for appointment by the Annual Meeting of depository receipt holders. To prepare for the approval of new candidates, and in accordance with the articles of association (6.4), the recruitment of new candidates for the Board of SAAT is discussed with and approved by the Supervisory Board and the Executive Board as well as (re)appointments.
In addition to its regular board meetings, the Board of SAAT engages with Triodos Bank by:
Given the responsibility of the Board of SAAT to protect the identity and mission of Triodos Bank, it is essential that the members of the Board of SAAT are independent. For this reason, members of the Executive Board, or members of the Supervisory Board in office, may not be members of the Board of SAAT.
SAAT’s articles of association stipulate that the Board of SAAT shall consist of three or more members. At present, it has six members, from the various countries where Triodos Bank has branches: one UK, two Belgian and three Dutch nationals. The composition of the Board of SAAT changed in 2017 because of the appointment of Koen Schoors by the Annual Meeting of depository receipt holders of 19 May 2017. On 19 April 2017 Sandra Castañeda Elena left the Board of SAAT to take up a management role in the Spanish branch.
For information about the remuneration of the members of the Board of SAAT, please refer to the Triodos Bank Annual Accounts on page 131.
The Board of SAAT expects that it will again be able to deepen its role as a committed shareholder in 2018. Maintaining and intensifying a dialogue between Triodos Bank, the Board of SAAT and the depository receipt holders is an essential part of this effort. It will undertake this work during the international Annual Meeting of depository receipt holders in The Netherlands, but also in Belgium, the UK, Spain, Germany, and at a separate meeting in The Netherlands, where informal meetings for depository receipt holders will take place. Its perspective and fulfilment of its role will also be informed by the interests of a wider group of stakeholders.
This report is available in full, including additional context for the Board of SAAT’s work, online at www.annual-report-triodos.com.
Zeist, 14 March 2018
Board of SAAT,
Josephine de Zwaan, Chair
Mike Nawas, Vice-Chair
Marjatta van Boeschoten
Frans de Clerck
Willem Lageweg
Koen Schoors
SAAT’s registered office is Nieuweroordweg 1,
3704 EC, Zeist, The Netherlands.
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