Since mid-2019, the Supervisory Board has three committees: the Audit and Risk Committee, the Nomination Committee and the Remuneration Committee. These committees met separately throughout the year. Their main considerations and conclusions were shared with the Supervisory Board, where formal decision-making takes place.

The composition of the committees in 2019 was as follows:

Audit and Risk Committee

  • Carla van der Weerdt (Chair, until 12 April 2019)
  • Ernst Jan Boers (Chair, since 18 May 2019)
  • Sébastien D’Hondt (since 13 December 2019)
  • Fieke van der Lecq (until 31 December 2019)
  • Mike Nawas (since 17 May 2019)
  • Gary Page (until 18 May 2019)
  • Udo Philipp (until 28 February 2019)

Nomination and Compensation Committee (until 30 June 2019)

  • Ernst Jan Boers (Chair)
  • Aart de Geus
  • Dineke Oldenhof

On 1 July 2019, the Nomination and Compensation Committee was split into the Nomination Committee and the Remuneration Committee.

Nomination Committee (since 1 July 2019)

  • Aart de Geus (Chair)
  • Fieke van der Lecq
  • Dineke Oldenhof

Remuneration Committee (since 1 July 2019)

  • Fieke van der Lecq (Chair)
  • Aart de Geus
  • Dineke Oldenhof

For more information on the Supervisory Board members, see the biographies.

Terms of office of Supervisory Board members (as of January, 2020)

Supervisory Board

Year of first appoint­ment

Year of first reappoint­ment

End of current term

Envisaged retirement1

ARC

NomCo

RemCo

1

Based on internal Supervisory Board policy, a 2 x 4-year term is considered standard practice. In exceptional circumstances this term can be extended to 12 years or beyond, after approval of the general meeting (article 9 (6) Articles of Association).

2

In 2019, Fieke van der Lecq was a member of the Audit and Risk Committee.

3

Sébastien D’Hondt was appointed at the EGM on 13 December 2019. End of his first term is after the AGM in 2024.

Aart de Geus (Chair)

2014

2018

2022

2022

Chair

Member

Fieke van der Lecq (Vice-Chair)2

2017

2021

2025

Member

Chair

Ernst Jan Boers

2014

2018

2022

2022

Chair

Sébastien D’Hondt

20193

2024

2028

Member

Mike Nawas

2019

2023

2027

Member

Dineke Oldenhof

2018

2022

2026

Member

Member

Activities of the Audit and Risk Committee

The Audit and Risk Committee (ARC) met five times during 2019. During the year, the composition of the Audit and Risk Committee changed. After the March meeting, Carla van der Weerdt resigned as ARC Chair, as she was proposed for the role of Chief Risk Officer of Triodos Bank. Gary Page fulfilled the Chair role during an interim period including the mid-May ARC meeting. Ernst-Jan Boers became the new ARC Chair after the AGM in May 2019. Fieke van der Lecq served as ARC member during the entire year. Two new ARC members were appointed during 2019: Mike Nawas in May 2019 and Sébastien D’Hondt in December 2019. Both new members participated as guests in ARC meetings prior to their appointments.

The Chief Financial Officer, Pierre Aeby, participated in two ARC meetings, until he retired from his role in May 2019. Menno Harkema took over this role, ad interim, as non-statutory Chief Financial Officer, hence participating in the remaining 2019 ARC meetings, next to the Chief Risk Officer (Carla van der Weerdt, as of May 2019). Because the Chief Executive Officer (Peter Blom) was to fulfil the statutory duties of the CFO during the interim phase, he attended all meetings. André Haag was appointed as the new CFO of Triodos Bank on 1 January 2020. The independent external auditor and the Head of Internal Audit were present at all meetings. The Director of Risk and the Director of Finance were present at all meetings for their respective agenda items. In addition, informal meetings were held with the internal auditor, without the Executive Board being present. The new Compliance Director joined the ARC meetings from November onwards as a permanent attendee for the compliance-related matters. Other internal experts (on areas like Compliance, Capital Management, Retail Banking, Legal matters, and ICT) were invited to the meetings as required.

In all ARC meetings time and attention was dedicated to audit, finance, risk and compliance. In addition, informal meetings were held with the independent auditor as well as with the internal auditor, without the Executive Board being present. The ARC Chair conducted separate sessions with, amongst others, the Head of Internal Audit, the Director of Risk and the Director of Finance.

In its regular meetings, the ARC discussed and prepared for Supervisory Board approval, amongst other things, the half year and annual results, the abbreviated group plan, the In Control Statement, the dividend proposal, the appointment of the independent auditor and the proposed extension thereof, the funds transfer pricing methodology, the risk appetite statement, the Internal Audit Framework, and the annual Group Internal Audit plan (and possible adjustments). Also the three key audit matters, given the significant estimation uncertainty, were discussed in the ARC meeting prior to Supervisory Board discussion. The three key audit matters are potential VAT charges in Belgium, loan impairments to customers and fair value measurements of financial instruments. In addition to its regular meetings, the ARC prepared in June 2019 the Supervisory Board approval regarding Triodos Bank’s retained Residential Mortgage Backed Security (RMBS) transaction.

Furthermore, as part of the regular agenda, the ARC discussed the overall and business unit financial results and outlook, Triodos Bank’s risk profile and the progress on risk control improvements, adherence to laws and regulations governing financial and regulatory reporting, and tax-related issues. The main recurring reports providing input for these discussions are the Enterprise Risk Management (ERM) report, including all risk areas, as well as the quarterly reports from the Compliance, Finance, Internal Audit and the Regulatory Desk departments. The independent auditor presented their board report 2018, management letter 2019, their long form report on regulatory reporting 2018, their audit plan 2019 and audit fees, as well as their independent audit and assurance reports. Moreover, the ARC reviewed and discussed the yearly internal reports on capital and liquidity adequacy, the outcomes of the Systematic Integrity Risk Assessment, and the stress test scenarios, including the strategic considerations.

Topics and relevant projects that required specific attention in 2019 were: The Total Capital Ratio, the implementation of the new reporting standard IFRS, the domains of Know Your Customer and Fraud, and specifically the follow-up of the formal instruction by DNB at Triodos Bank The Netherlands regarding  the Anti Money Laundering and Countering Terrorism Financing procedures, the Operational Risk Management remediation project, significant risk events, the Depository Guarantee Scheme project, the compliance maturity plan, data governance, IT risks, the external quality assurance on Internal Audit, hedge accounting, Budget 2020 with mid-term outlook for revenue and cost development, capital planning and Triodos Bank’s resolution strategy.

Activities of the Nomination and Compensation Committee, Remuneration Committee, and Nomination Committee

In the first half year, the Nomination and Compensation Committee (chaired by Ernst Jan Boers) met three times. Their topics included the recruitment of the CFO and CRO (including communication and interaction with stakeholders like SAAT, DNB, Works Council), the terms of employment of the proposed CRO, the compensation of Supervisory Board members, the nomination of two new Supervisory Board members, the culture change effectiveness programme, the induction programme for Supervisory Board members, the 2018 performance evaluation of the Executive Board members, the remuneration of the Executive Board members and identified co-workers, and the international nomination and remuneration policy.

As per 1 July 2019, the committee was split up into a Remuneration Committee (chaired by Fieke van der Lecq) and a Nomination Committee (chaired by Aart de Geus).

The Remuneration Committee had three brief meetings. On the agenda were the international remuneration and nomination policy 2019, the list of identified staff, the terms of employment of the proposed CFO, and the discussion on the remuneration proposals for the Executive Board members and approving the remuneration approach for senior management.

The Nomination Committee met four times. On the agenda were the recruitment for the CFO (including communication and interaction with stakeholders like SAAT, DNB, Works Council) and the culture change effectiveness programme.