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Independence and self-evaluation

Independence

Throughout the year, all members of the Supervisory Board were independent from Triodos Bank under the terms of the Dutch Corporate Governance Code. The composition of the Board was such that members were able to act critically and independently of one another, the Executive Board and any particular interest.

Conflicts of interest

In accordance with the requirements of the Dutch Corporate Governance Code, the Supervisory Board has internal rules in place that govern any actual or potential conflicts of interest of Board members.

During 2012, one Board member did not participate in a discussion because of a potential conflict of interest.

Education

As part of the Board’s permanent education programme, it organizes annual meetings with external experts, with a view to keeping up-to-date with developments in society and the sectors that have an impact on Triodos Bank’s operations. Please see the report of the Nomination and Compensation Committee for more details.

Self-evaluation

The Supervisory Board’s annual self evaluation took place at the end of 2012, elaborating on the findings of an independent consultant, who undertook this work in the previous year. In 2010 a decision was taken to involve an independent consultant in the evaluation every other year. In 2012 the evaluation was completed under the guidance of the Chair.

The scope of the evaluation included the functioning of the Supervisory Board as a whole, its individual members and its committees. The outcome of this meeting was discussed in the December board meeting, and was considered satisfactory, as it was in 2011. Some progress was made on several aspects of the interaction between both boards, although less than anticipated. The Supervisory Board intends to take more time for in-depth discussions and reflection, particularly on topics such as strategy, company culture and values-based issues. Both the Supervisory Board and the Executive Board wish to further improve their discussions, particularly in the fields of strategic planning and the sharing of dilemmas. The Supervisory Board intends to gradually move further from a ratifying and probing role to a more engaging approach, requiring a higher level of intensity in its key roles.

The Chair discusses the individual assessments with individual Supervisory Board members. Most of these assessments were completed, in early 2013. In addition, the evaluation of the Chair was undertaken by the Vice-Chair and the results discussed between them.

A preliminary assessment of the Statutory Directors was also discussed in December’s board meeting and will be completed by the evaluation of the results of the 2012 business plan as well as the assessment of the individual Statutory Directors’ personal priorities for 2012. These results will be discussed in the February Supervisory Board meeting and subsequently evaluated with the individual Statutory Directors by the Chair of the Supervisory Board and the Chair of the Nomination and Compensation Committee.