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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

Download XLS

 

 

 

as a percentage

2015

2014

 

 

 

The above institutions are the largest of the total of 3 (2014: 5) institutions that have a participating interest of at least 1%. Their total participating interest is 10.5% (2014: 16.8%).

 

 

 

Coöperatieve Centrale Raiffeisen-Boerenleenbank BA

5.6

5.8

Delta Lloyd Levensverzekering NV

3.9

4.1

Stichting Grafische Bedrijfspensioenfondsen

0.0

3.0

 

 

 

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). SAAT issues depository receipts to finance the shares. 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 SAAT. A more detailed description of the corporate governance structure of Triodos Bank, and in particular the rights and responsibilities of SAAT and the depository receipt holders, can be found in the chapter on corporate governance of this annual report.

For an overview of the shares taken in trust and the issued depository receipts of Triodos Bank, as at 31 December 2015, please refer to the SAAT statement of shares.

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 terms of administration:

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 objectives of the bank.

The voting policy of SAAT is guided by article 6 of the terms of administration 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 in terms of impact, risk and return. 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:

  • meetings with Triodos Bank’s Executive Board, between the Chair of the Board of SAAT and the Chairs of the Executive and Supervisory Board, separately and together
  • participating in depository receipt holder meetings, client days and other meetings by invitation in countries with Triodos Bank branches
  • attending theme days and meetings regarding the long term perspective of the bank
  • keeping a close look at developments regarding stakeholder participation, shareholding, corporate governance but also 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 to fulfil its stewardship responsibilities and act accordingly in the context of the governance of the bank.

General Meeting 2015

The Board of SAAT is Triodos Bank’s sole shareholder. As such, at the General Meeting in Zeist on 22 May 2015, it voted on the items below and explained why it had made the decisions it did. For details of approved proposals visit www.triodos.com/agm. The Board of SAAT approved the following proposals:

  • adoption of the 2014 Annual Accounts and the proposed profit appropriation
  • discharge of the members of the Executive Board of responsibility for their management during 2014
  • discharge the members of the Supervisory Board of responsibility for their supervision during the financial year 2014
  • reappointment of Mathieu van den Hoogenband as a member of the Supervisory Board for two years
  • appointment Udo Philipp as a new member of the Supervisory Board
  • adjustment of the compensation for travel time of the Supervisory Board members;
  • amendment of the Articles of Association of Triodos Bank N.V.
  • appointment of PWC as the external accountant of Triodos Bank N.V. as from 1 January 2016
  • granting a power of attorney to the members of the Executive Board 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 the essence of Triodos Bank, the impact of the bank through its lending, risks of the loan portfolio, innovation of banking and non banking activities, improvements in governance, human capital issues in relation to the mission of the bank, capitalisation of Triodos Bank, relevant banking ratios, financial return and the pay out ratio (dividend policy), depository receipts and aspects of the internal market, and stakeholder interaction.
  • why the proposed candidates meet the SAAT-criteria for (re)appointment. A delegation of the SAAT board met with the candidates in order to come to an informed decision regarding the (re)appointment.

A webcast from the General Meeting is available at www.triodos.com/agm.

Annual Meeting of depository receipt holders

The Annual Meeting of depository receipt holders was held on 22 May 2015 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 Belgium, Germany, Spain and the United Kingdom 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 Annual Meeting of depository receipt holders approved the reappointment of Marjatta van Boeschoten as member of the Board of SAAT, the decision to amend the Articles of Association of SAAT, the decision to amend the Terms of Administration of SAAT and the adjustment of the compensation for travel time of the Board members of SAAT.

The results of the annual survey of depository receipt holders, which was completed by 4,500 respondents, compared to 5,000 in 2014, were referred to 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 2014. Excerpts from the results can be found at www.triodos.com/corporateinformation.

Meetings and decisions of the Board of SAAT

During 2015, the Board of SAAT convened four times in person twice by telephone. The Board of SAAT also had three 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:

  • the essence of Triodos Bank. The Board explored the clarity of the essence and the fundamental values that the bank represents. It also discussed the interaction between individual development and the healthy development of society from the perspective of positive social renewal; and the crucial role of transparency in the economic domain.
  • Triodos Bank’s strategy. How the mission is applied in the strategy in practice is of key importance to the Board of SAAT. As is the long term strategic perspective in general and Triodos Bank’s ambitions regarding its finance activities, including innovation, in particular.
  • the way the bank realises its impact and the role of sustainable mortgages in that context
  • the balance between impact, risk and return. Considering these three elements together helps clarify the performance of Triodos Bank and the bank’s challenges regarding impact. Impact was linked in discussions to the delivery of Triodos Bank’s mission, and risk and return in particular to safeguarding the economic interests of the depository receipt holders and the bank’s continuity and profitability.
  • topics related to depository receipts and capital, including investor relationships and trading overviews, but also the general financial health of Triodos Bank as this relates to the economic interests of the depository receipt holders. The main financial ratios of Triodos Bank were discussed, as well as its capital position and the impact of stricter regulatory capital requirements on impact, return and risk.
  • the Board of SAAT has been informed by the Executive Board about the challenges in terms mission and culture that come with the significant growth in the number of co-workers and the organisational step-up as a result of becoming a medium sized bank.
  • during the year Triodos Bank’s strategic response to the 2025 perspective work was shared and considered in the context of the continuity and long-term financial resilience of Triodos Bank. The Board of SAAT actively contributed to this exploration of this work to better describe and understand the emerging future during 2014. This was supported by input from depository receipt holders in an annual survey during 2015 which tested their opinion on what are the most material issues for Triodos Bank. This information contributed to the materiality analysis highlighted in the Management Board report. Issues addressed in the survey were further explored in an in-person stakeholder engagement meeting at the Head Office, attended by the Chair.
  • in addition, the 2014 annual report (and later the 2015 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:

  • informal meetings with 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, Germany, Spain and The Netherlands
  • attending annual shareholder meetings of investment funds managed by Triodos Investment Management
  • annual meeting with a delegation of the Supervisory Board
  • appointment 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 regularly met bilaterally and in tripartite meetings with the Chairs of Triodos Bank’s Executive Board and Supervisory Board;
  • the adoption of a Board of SAAT Charter
  • the permanent education of the SAAT Board through internal training on corporate governance and bank capital requirements
  • the presentation of candidates for the Board of SAAT to the Chair of Supervisory Board and the Chair of the Executive Board in order to prepare approval of the candidates according the Articles of Association (6.4)
  • a delegation of the Board of SAAT met with the external accountant.

The Board of SAAT did not seek any external advice, in order to carry out its responsibilities, during 2015.

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, members of the Executive Board or members of the Supervisory Board in office 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, from the various countries of the Triodos Branches: two Dutch, a British, a Belgian and Spanish national(s). There were no changes in the composition of the Board in 2015.

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 it will again be able to deepen its role as a committed shareholder in 2016. 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.

This report is available in full, including additional context for the Board of SAAT’s work, online at www.annual-report-triodos.com.

Zeist, 25 February 2016

Board of SAAT,
Josephine de Zwaan, Chair
Mike Nawas, Vice Chair
Marjatta van Boeschoten
Sandra Castañeda Elena
Frans de Clerck

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