Report by the Foundation for the Administration of Triodos Bank Shares (SAAT)

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:

• safeguarding Triodos Bank’s mission
• safeguarding Triodos Bank’s independence and (business) continuity
• safeguarding the economic interests of the depository receipt holders, which relates to Triodos Bank’s continuity and profitability, dividends, and the development of the value of depository receipts.

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:

Article 6

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.

General Meeting

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:

• adoption of the 2016 Annual Accounts and the proposed dividend
• discharge of the members of the Executive Board of responsibility for their management during the financial year 2016
• discharge of the members of the Supervisory Board of responsibility for their supervision during the financial year 2016
• appointment of Mrs. S.G. van der Lecq and Mr. G.E. Page as members of the Supervisory Board
• amending the articles of association of Triodos Bank
• granting a power of attorney to the members of the Executive Board to obtain depository receipts in Triodos Bank and to issue shares and to exclude or limit pre-emptive rights.

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.

Annual Meeting of depository receipt holders

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.

Meetings and decisions of the Board of SAAT

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 mission and the essence of Triodos Bank. The Board of SAAT explored the difference between mission, essence and the fundamental values that the bank represents. It discussed the changing external landscape and the challenges this presents for Triodos Bank’s mission. Growing polarisation in the widest sense – including Brexit, climate change and the urgency of energy transition all call on Triodos Bank’s contribution to improve quality of life and the transforming power of money. In addition, the Board of SAAT discussed the impact on Triodos Bank’s business of low interest rates, increasing regulations and the challenge of Brexit.
• Triodos Banks ‘theory of change’. The Board of SAAT discussed what is the change in society Triodos Bank aims to contribute to from a mission perspective.
• Triodos Bank’s strategy and its strategic goals. Discussions included how the mission is applied in the strategy and its areas of focus.
• The development of the impact reporting and communication methodology.
• Stakeholder Policy and Stakeholder Engagement by Triodos Bank in general, and more specifically the materiality matrix that results from this engagement.
• The convocation to depository receipt holders considering the discussion at the AGM and the Annual Meeting of depository receipt holders 2017.
• Triodos Bank’s long-term financial resilience. The Board of SAAT discussed Triodos Bank’s capitalisation by the depository receipt holders, its capitalisation strategy, the liquidity of the depository receipts, the dividend policy and the target return on equity.

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:

• participating in informal meetings with local management of all Triodos Bank’s branches and the management of Triodos Investment Management
• attending international theme days, client- and depository receipt holder meetings and informal discussions with depository receipt holders in the UK, Belgium, Germany, Spain and The Netherlands
• attending annual shareholder meetings of investment funds managed by Triodos Investment Management.
• attending public meetings where Triodos Bank is a key-note speaker, or is otherwise contributing to the public debate.
• regular bilateral and in tripartite meetings between the Chair of the Board of SAAT and the Chairs of Triodos Bank’s Executive Board and Supervisory Board.
• The Board of SAAT did not seek any external advice to carry out its responsibilities, during 2017.

Composition of the Board of SAAT and independence of its members

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.