Activities of the Supervisory Board
The Supervisory Board’s supervision and review activities are based on the Executive Board’s quarterly reports as well as presentations by managers from different branches and business units. These comprehensive presentations are scheduled so that in a two year period all of the substantive areas of Triodos Bank’s activity are covered.
During 2013 presentations were given by the management of Triodos Investment Management and the Spanish branch and the Dutch branch. In addition, Margot Scheltema, the Supervisory Board’s Vice-Chair shared the findings of ‘Towards a serviceable and stable banking system’, a report from the influential Commission on the Structure of Dutch Banks (also known as “Wijffels Committee”) of which Margot Scheltema was a member. Jellie Banga, who was appointed as Chief Operating Officer during the year and who is a member of the Executive Board provided her first impressions and insights. The Supervisory Board was also informed about most recent developments in Triodos Bank’s IT systems.
These presentations provided the Supervisory Board with a deeper insight into developments within Triodos Bank and the environment around it.
Contacts between the Central Bank and Triodos Bank increased during 2013. These contacts took place mainly between supervisors and the Executive Board. The Chair and Vice Chair of the Supervisory Board were invited by the Central Bank to clarify the Board’s supervising activities and relationship with the Executive Board. More frequent contact with the regulator is the result of Triodos Bank’s growing balance sheet and scope of activities.
Topics discussed during the Supervisory Board’s meetings and contacts with the Executive Board, included:
- Financial and economic developments and their possible impact on Triodos Bank’s activities; Triodos Bank’s strategy; financial results, risk management and audit findings, including feedback and minutes of the Audit and Risk Committee; auditor’s reports; capital raising issues; quarterly reports; loan reports and Basel III regulations.
- Corporate governance and compliance.
- Human resource management, management development, organisational changes and company culture.
- Developments and new markets in different countries and at Triodos Investment Management; in particular the Spanish solar market.
Other issues discussed in depth, and approved, during the year included:
- The recruitment process for a new Chair, as well as a Board member to replace Jan Lamers who is retiring in 2014. This work was guided by the Nomination and Compensation Committee, involving all members of the Supervisory Board, the Executive Board and the Board of SAAT.
- Triodos Bank’s senior management structure.
- The position of a new Director Risk to support the Executive Board in its risk management responsibilities. Recruitment for this position started at the end of 2013.
- The 2014 work plan, based on the 2012 to 2014 Business Plan.
- A review of the 2012 annual report and the management letter with the external auditor present.
- The half-year report.
- Triodos Bank’s ‘risk appetite’.
- Triodos Bank’s remuneration policy: the annual revision of the international remuneration policy was discussed and approved; the Nomination and Compensation Committee was actively involved in discussions on this issue.
- The development of the Global Alliance for Banking on Values (GABV), of which Triodos Bank is one of the co-founders and Peter Blom is the current Chair. The Supervisory Board considers this to be a crucial instrument to fulfill its mission.
- The development of the representative office in France. The Supervisory Board will continue to monitor and review the pace of expansion abroad so it is in line with the development of Triodos Bank’s operational results.
- A (minor) update of internal rules for the Supervisory Board and the Executive Board.
- The roles and responsibilities of the Board of SAAT, the Supervisory Board and the Executive Board in relation to each other were subject to ongoing discussion.
Despite an increased workload the Supervisory Board decided to not propose an increase in its remuneration at the 2014 Annual Meeting.
Activities of individual board members, during 2013, included:
- Participation at local client and/or Depository Receipt Holder meetings in the United Kingdom, Belgium, The Netherlands, and Spain.
- Supervisory Board members living, or having lived, in countries in which Triodos Bank operates maintained informal contacts with local Managing Directors and senior co-workers, providing deeper insights into the work of the local branch.
- Regular meetings between the Chairs of the Board of SAAT, Supervisory Board and the Executive Board.
- The Chair of the Supervisory Board – upon invitation – participated in a meeting with the Dutch Works Council.
- Marcos Eguiguren Huerta participated in the annual meeting of the Global Alliance for Banking on Values in Berlin and informed the Supervisory Board about his findings.