Report by the Foundation for the Administration of Triodos Bank Shares (SAAT)
Statement of institutions with a participating interest of 3% or more
Coöperatieve Centrale Raiffeisen-Boerenleenbank BA
Delta Lloyd Levensverzekering NV
Stichting Grafische Bedrijfspensioenfondsen
The above institutions are the largest of the total of 5 (2013: 6) institutions that have a participating interest of at least 1%. Their total participating interest is 16.8% (2013: 20.2%).
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 General Meeting of Triodos Bank (“General Meeting”), 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:
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 administrative conditions 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 complies with the relevant principles and best practices of the Dutch Corporate Governance Code, and other well-regarded stewardship regulations.
The Board of SAAT pays particular attention to the mid and long term performance of Triodos Bank. It monitors internal and external developments to assess and anticipate any impact they might have on Triodos Bank’s essence, the mission and the values. The Board of SAAT’s monitoring and engagement activities include:
- full meetings with Triodos Bank’s Executive Board, and between the Chair of the Board of SAAT and the Chairs of the Executive and Supervisory Boards, separately and together;
- participating in depository receipt holder meetings, client days and other meetings by invitation, in countries with Triodos Bank branches;
- attending Triodos Bank theme days and long term perspective meetings;
- attending meetings regarding developments in shareholding, corporate governance, and the sectors where Triodos Bank is active.
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 a clear policy to escalate its stewardship activities.
General Meeting 2014
The Board of SAAT is Triodos Bank’s sole shareholder. As such, at the General Meeting in Zeist on 23 May 2014, it voted on the items below and explained why it had made the decisions it did. For details of approved proposals visit our website.
The Board of SAAT approved the following proposals:
- adoption of the 2013 financial Annual Accounts and the proposed profit appropriation;
- discharge of the Statutory Directors of responsibility for their management during 2013;
- discharge the Supervisory Board of responsibility for its supervision during the financial year 2013;
- reappointment of Margot Scheltema as a member of the Supervisory Board for one year;
- reappointment of Carla van der Weerdt as a member of the Supervisory Board;
- appointment of Aart de Geus as a new member of the Supervisory Board;
- appointment of Ernst-Jan Boers as a new member 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.
The voting declaration of the Board of SAAT on the proposals explained:
- relevant topics from the Annual Accounts were discussed with the Executive Board from the perspective of the individual branches and business units as well as Triodos Bank as a whole. These topics included growth, impact, innovation, lending sectors, human capital, and the autonomy of the Triodos Bank branches, the synergies between them and how this translates in to a unified institution
- the reasons to (re)appoint the candidates referred in general to the Board of SAAT’s participation in the selection process and interviews with the candidates.
A webcast from the General Meeting is available on our website.
Annual Meeting of depository receipt holders
The Annual Meeting of depository receipt holders was held on 23 May 2014 at Triodos Bank’s head office.
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 Spain, Brussels and Bristol 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 in particular.
The results of the annual survey of depository receipt holders, which was completed by over 5,000 respondents, compared to almost 3,000 in 2013, was also presented at the meeting. The Board of SAAT uses the results to enrich its perspective on the investor group whose interests guide its voting, and to help determine depository receipt holders’ level of satisfaction about the financial return and the delivery of Triodos Bank’s mission. According to the survey’s participants, over 90% of investors think Triodos Bank aligns its mission and financial returns effectively; a similar level to 2013. Excerpts from the results can be found on our website.
The Annual Meeting of depository receipt holders approved the appointment of Mike Nawas as a new member of the Board of SAAT.
Meetings and decisions of the Board of SAAT
During 2014, the Board of SAAT convened ten times, four times in person and six times by telephone. The Board of SAAT also had four meetings with members of Triodos Bank’s Executive Board.
Among a breadth of topics discussed during the year, the Board of SAAT paid particular attention to issues that are of material interest to Triodos Bank’s depository receipt holders, as key stakeholders. These included:
- Triodos Bank’s mission-driven strategy. How the mission is applied in the strategy in practice is of key importance to the Board of SAAT. During the year this meant discussions on the essence of Triodos Bank and how this translates into an appropriate balance between impact, return on investment and risk. Impact was discussed specifically as a business driver, in line with the Board of SAAT’s priorities. This overview of the essence or “dealing consciously with money”, was viewed from the perspectives of the mission and the values, the founding and history of Triodos Bank, its development and the emerging future as it relates to developments in society
- This topic was also relevant for the development of Triodos 2025, Triodos Bank’s ten year perspective. The Board of SAAT Chair played an active role individually, supported by the Board collectively, in the development of this work throughout 2014 with a focus on how the evolving future might provide opportunities and challenges for Triodos Bank to deliver its mission and maintain its independence, as well as its importance for the development of Triodos Bank’s people, or human capital.
- A strengthened risk management and internal governance structure was discussed during the year because of their implications for Triodos Bank’s long-term independence.
- In addition, the 2013 annual report (and later the 2014 half-year report), was discussed in order to carefully consider the votes to be cast at Triodos Bank’s General Meeting. The report has been assessed and discussed from the perspective of the Board of SAAT’s mandate to safeguard Triodos Bank’s mission, independence and the economic interests of the depository receipt holders.
Activities of the Board of SAAT
The Board of SAAT carried out the following activities, in addition to the meetings above:
- meetings with the local management of all Triodos Bank’s branches and the management of Triodos Investment Management;
- attending international theme days, client and depository receipt holders and informal discussions with depository receipt holders in the UK, Belgium, Spain and The Netherlands;
- attending annual shareholder meetings of investment funds managed by Triodos Investment Management;
- involvement in the selection and reappointment process of members of the Supervisory Board. A key focus in this respect is the commitment of the candidates to Triodos Bank’s mission;
- the Chair of the Board of SAAT consulted regularly individually and in tripartite meetings with the Chairs of Triodos Bank’s Executive and Supervisory Boards.
- the Board of SAAT focused its activity on the essence and mission of Triodos Bank. This resulted in a Board of SAAT document “Circular approach from vision to impact, embedding the Essence of Triodos”
- selection of new members to the Board of SAAT were also prepared and discussed with the Chair of the Executive Board
- The Chair of the Board of SAAT met with the external auditors.
The Board of SAAT did not seek any external advice, in order to carry out its responsibilities, during 2014.
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 are independent. For this reason, Statutory Directors or members of the 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 five members: two Dutch and a British, Belgian and Spanish representative. The composition of the Board changed in 2014. Mike Nawas was appointed as a Board member. Jan Nijenhof retired as a member of the Board and previous Chair during the depository receipt holders’ meeting of 23 May. He has been a committed and effective servant to the investors for almost 10 years and we are extremely grateful for his contribution.
For information about the remuneration of the members of the Board of SAAT, please refer to the (PDF:) annual accounts.
The Board of SAAT expects that it will again be able to deepen its role as a committed shareholder in 2015. 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 not only 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.
Zeist, 27 February 2015
On behalf of the Board of SAAT,
Josephine de Zwaan, Chair
Marjatta van Boeschoten
Sandra Castañeda Elena
Frans de Clerck
SAAT’s registered office is Nieuweroordweg 1, 3704 EC, Zeist, The Netherlands.