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

Statement of institutions with a participating interest of 3% or more

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As a percentage

2012

2011

 

 

 

Coöperatieve Centrale Raiffeisen-Boerenleenbank BA

6.6

4.1

Delta Lloyd Levensverzekering NV

4.7

5.6

Stichting Grafische Bedrijfspensioenfondsen

3.5

4.2

Stichting Pensioenfonds ABP

3.3

3.9

NAGRON Nationaal Grondbezit BV

2.6

3.2

Friesland Bank NV

3.9

 

 

 

The above institutions are the largest of the total of 9 (2011: 11) institutions that have a participating interest of at least 1%. Their total participating interest is 28.3% (2011: 34.0%).

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)). To finance the shares, SAAT issues depository receipts. 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 the SAAT.

In exercising its voting right at the Annual General Meeting of Shareholders, the Board of SAAT upholds the following principles:

  • safeguarding Triodos Bank’s mission;
  • safeguarding Triodos Bank’s independence;
  • 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 administrative conditions:

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 objects of the Bank.

For an overview of the shares taken in trust and the issued depository receipts of Triodos Bank, as at 31 December 2012, please refer to page 139 of this annual report.

Annual general meeting of shareholders 2012

At the Annual General Meeting of Shareholders in Zeist on 25 May 2012, SAAT (in its role as Triodos Bank’s sole shareholder) explained why it had come to its voting decisions, and its considerations in coming to them.

SAAT approved the following proposals:

  • adoption of the 2011 financial Annual Accounts and the proposed profit appropriation;
  • reappointment of Mr. M. Eguiguren Huerta for a second term on the Supervisory Board;
  • amendments to the articles of association of Triodos Bank;
  • adjustment of the remuneration of the members of the Supervisory Board;
  • granting a power of attorney to the Statutory Directors in order to obtain depository receipts in Triodos Bank and to issue shares.

SAAT discharged the Statutory Directors from liability for the exercise of its management duties and the Supervisory Board for the exercise of its supervisory duties in 2011.

Annual meeting of depository receipt holders

The annual survey among depository receipt holders was completed by more than 3,000 respondents, and its results presented at the Annual Meeting of Depository Receipt Holders.

The Annual Meeting of Depository Receipt Holders approved the following proposals:

  • reappointment of Ms. M.E. van Boeschoten for a second term on the Board of SAAT;
  • adjustment of the remuneration of the members of the Board of SAAT;
  • changes to the administrative conditions (introducing a notification obligation for all depository receipt holders who represent 3% or more of the entire issued capital of Triodos Bank).

A moderated discussion between a panel and the depository receipt holders took place during the meeting and addressed the following topics:

  • Should Triodos Bank be less strict about the sustainable sectors it works in?
  • Can small and mid-size organisations, such as Triodos Bank, make a sufficient difference?
  • What level of risks are appropriate for Triodos Bank to provide a reasonable return?

Both the Annual General Meeting of Shareholders and the Annual Meeting of Depository Receipt Holders were broadcast on the internet, and online participants could submit questions and comments by email.

Meetings and decisions of the Board of SAAT

During 2012, the Board of SAAT convened five times and also had four meetings with Triodos Bank’s Statutory Directors.

The issues addressed in these meetings included the following:

  • the 2011 annual report, in order to consider carefully the votes to be cast at the Annual General Meeting of Shareholders. The report has been assessed, among other things, on the relative share of each sector (social, cultural and environmental) in the loan portfolio, the balance between profitability, risk exposure and the realisation of Triodos Bank’s mission, and the extent to which Triodos Bank’s activities have an impact on civil society;
  • Triodos Bank’s growth and scale in relation to its mission;
  • the wider impact of the financial crisis on Triodos Bank;
  • the half-year report 2012;
  • Triodos Bank as a reference point for sustainable banking;
  • the content of the dialogue with depository receipt holders in The Netherlands, Belgium, the UK and Spain, and the process underlying it;
  • the way of developing the interaction with a fast growing number of depository receipt holders;
  • ways to protect Triodos Bank’s independence.

Activities of the Board of SAAT

The Board carried out the following activities, in addition to the meetings above:

  • visits to Triodos Bank’s branches in The Netherlands, Belgium, the UK, Spain and Germany;
  • attending client meetings, meetings with depository receipt holders, and informal discussions with depository receipt holders;
  • attending annual shareholder meetings of investment funds managed by Triodos Bank;

The Board of SAAT was involved in the selection process of members of the Supervisory Board – both new and re-appointments. A key focus in this respect is the commitment of the candidates to the mission of Triodos Bank.

The Chair of the Board of SAAT consulted regularly with the Chairs of Triodos Bank’s Executive and Supervisory Boards. Regular tripartite meetings with the Chairs of the Executive and Supervisory Boards took place, including five meetings with the Chair of the Executive Board.

The Board of SAAT completed its self-assessment and continued the improvement of its working methods to respond to the growth of Triodos Bank and to meet the requirements on its governance. It reflected on the best composition of the Board in relation to the geographic diversity of its depository receipt holders. The selection of new Board of SAAT members has been prepared.

Composition of the Board of SAAT and independence of its members

Given the responsibility of the Board of SAAT for protecting the identity and mission of Triodos Bank, it is essential that the members of the Board are independent. For this reason, Statutory Directors or members of its Supervisory Board may not be members of the Board of SAAT. SAAT’s articles of association stipulate that the Board shall consist of three or more members. At present, it has six members: three Dutch and a British, Belgian and Spanish representative. The composition of the Board did not change in 2012. Ms. M.E. van Boeschoten was reappointed as a Board member.

For information about the remuneration of the members of the Board of SAAT, please refer to the Triodos Bank annual accounts.

The Board of SAAT expects that in the coming year it will again be able to deepen its role as a committed shareholder. Maintaining a dialogue between Triodos Bank and its depository receipt holders is an essential part of this effort. It will undertake this work not only during the Annual Meeting of Depository Receipt Holders in The Netherlands, but also in Belgium, the UK, and Spain, where separate informal meetings for depository receipt holders will take place.

Zeist, 26 February 2013

On behalf of the Board of SAAT,

Max Rutgers van Rozenburg, Chair
Marjatta van Boeschoten
Frans de Clerck
Luis Espiga
Jan Nijenhof
Josephine de Zwaan

SAAT’s registered office is in Zeist, The Netherlands.
The address is Nieuweroordweg 1, 3704 EC, Zeist