Statement of institutions with a participating interest of 3% or more
All shares of Triodos Bank are held by the independent Foundation for the Administration of Triodos Bank Shares (Stichting Administratiekantoor Aandelen Triodos Bank (SAAT)). Consequently, all voting rights attached to the shares are entrusted to SAAT. The Board of SAAT upholds the following principles in exercising its voting rights:
- safeguarding Triodos Bank’s mission;
- safeguarding Triodos Bank’s independence and continuity;
- safeguarding the economic interests of the depository receipt holders.
In 2018 the Board of SAAT exercised the voting rights at the Annual General Meeting of Triodos Bank (“AGM”), which took place in Utrecht on 18 May 2018. The Board of SAAT engages throughout the year with the Executive Board but also senior management of Triodos Bank, in order to enable the exercising of its voting rights as a responsible shareholder.
It appears to the Board of SAAT that the mission of Triodos Bank – to improve human dignity at its core – has to be fulfilled in a challenging environment. This circumstance gives rise to a strong focus by the Board of SAAT on what Triodos Bank does and should do to play its unique role in the financial sector. Triodos Bank has to prove its uniqueness day after day in every country in which it operates. This is not an easy task.
Triodos Bank is in our view responding to the challenges in a clear manner. We appreciate that the bank – in line with its mission and building on its historical engagement with sustainability and renewable energy – contributes significantly to the national and international agenda of the financial sector on the transition towards a green economy. Also, the bank’s choice to identify social inclusion as a key theme, resonates deeply with the mission to improve human dignity at its core. As Board of SAAT we see increasing gaps in society in terms of income, people’s capabilities and functioning regarding education, health, digital literacy, financial literacy and between people with a positive and negative outlook. We see continuous pressure on the unity in Europe, the region in which Triodos Bank mainly operates. This calls for an integrated vision and for projects that contribute to closing these gaps. Triodos Bank’s experience in the energy sector, the agricultural sector, the social sector and the cultural sector should enable the bank to articulate its theory of change and its contribution to social inclusion.
In light of our role in safeguarding the mission of Triodos Bank, the Board of SAAT paid a lot of attention to the actions of Triodos Bank in facilitating its customers and society as a whole to transform to a new economy where sustainability and social inclusion become the new normal.
Regarding our role in safeguarding the independence and continuity of Triodos Bank, we have had several dialogues with the Executive Board about the long-term perspective for the interaction between impact, return and risk. We were informed about the new methods of impact assessment that Triodos Bank is implementing.
With a view to our role in safeguarding the economic interests of the DRH we closely followed the profitability and the mid- and long-term strategy of the bank to make sure that the performance of Triodos Bank is in line with what is realistically and sustainably possible in the current circumstances.
At the AGM, on 18 May 2018, the Board of SAAT motivated its decisions to vote in favour of the items below. In the motivation, the Board of SAAT built on its reviews of the Annual Accounts and Annual Reports of previous years and the related discussions with the EB and SB.
The Board of SAAT approved the following proposals:
- adoption of the 2017 Annual Accounts and the proposed dividend;
- discharge of the members of the Executive Board of responsibility for their management during the financial year 2018;
- discharge of the members of the Supervisory Board of responsibility for their supervision during the financial year 2018;
- appointment of Mrs. Dineke Oldenhof and reappointment of Messrs. Aart de Geus and Ernst Jan Boers and Mrs. Carla van der Weerdt-Norder as members of the Supervisory Board;
- indemnification to the members of the Supervisory Board and Executive Board; and
- granting a power of attorney to the members of the Executive Board to obtain depository receipts in Triodos Bank and to issue shares and to exclude or limit pre-emptive rights.
Annual Meeting of depository receipt holders
The Annual Meeting of depository receipt holders was also held on 18 May 2018 in Utrecht. This formal meeting followed a series of informal meetings with depository receipt holders in the countries in which Triodos Bank operates. The Board of SAAT informed depository receipt holders about its discussions with the Executive Board regarding Triodos Bank in general and on the Annual Report and Annual Accounts in particular. The Board of SAAT articulated the rationale underlying its voting decisions and entered into relatively free-format dialogues with depository receipt holders.
The Annual Meeting of depository receipt holders approved the appointment of Mr. Nikolai Keller as member of the Board of SAAT.
The annual survey of depository receipt holders was held in the autumn of 2018 and was completed by over 7,100 respondents. The Board of SAAT uses the survey results to enrich its perspective on the investors, whose interests are one of the important inputs that guide the Board of SAAT in fulfilling its role. For example, the results help to determine depository receipt holders’ level of satisfaction about the financial return and the delivery of Triodos Bank’s mission. According to the survey, 87% of investors think Triodos Bank aligns its mission and financial returns effectively. For the Board of SAAT the outcome underpins a stable support of the depository receipt holders for Triodos Bank’s activities and strategy. Excerpts from the results of the 2018 survey can be found at www.triodos.com/governance.
Meetings and decisions of the Board of SAAT
During 2018, the Board of SAAT convened four times in person and several times by telephone. The Board of SAAT also had three meetings with Triodos Bank’s Executive Board. SAAT’s engagement with Triodos Bank and the agenda for the meetings of the Board of SAAT and the Executive Board is guided by the policy of SAAT as described in “SAAT’s vision on fulfilling its role”.
The topics that the Board of SAAT paid attention to during the year in a close dialogue with the Executive Board and relevant directors, included:
- The mission and the essence of Triodos Bank. The Board of SAAT explored the roots of the bank and their connection to human dignity at its core in more depth, specifically related to the essence of Triodos.
- The increasingly challenging societal developments and the challenges these present for Triodos’ mission towards social inclusion and sustainability. Growing polarisation in the widest sense, such as Brexit, climate change and the urgency of the energy transition.
- The Board of SAAT discussed the impact on Triodos Bank’s business of low interest rates, more stringent regulations and Brexit.
Triodos Bank’s ‘theory of change’. The Board of SAAT discussed what is the change in society Triodos Bank aims to contribute to from a mission perspective. SAAT called for an increasing support towards inclusiveness of Triodos alongside current stakeholders of the bank.
- The development of the impact reporting and communication methodology and the support of this method of impact reporting towards a transformative agenda, i.e. towards increasing impact and towards transparency of impact.
- Stakeholder Policy and Stakeholder Engagement by Triodos Bank in general, and more specifically the materiality matrix that results from this engagement.
- Half Year results. In this context, the Board of SAAT discussed Triodos Bank’s long-term financial resilience, i.e. the capitalisation of the bank by the depository receipt holders, its capitalisation strategy, the liquidity of the depository receipts, the dividend policy and the target return on equity.
The Board of SAAT meets annually with a Supervisory Board delegation to discuss the Annual Accounts. The discussion in 2018 focused on:
- Triodos Bank’s strategy.
- Stakeholder engagement, The strategic goals of Triodos Bank in terms of impact, financial performance and risk.
The Board of SAAT conducted interviews with the nominated candidate for Supervisory Board membership. A key focus, in this respect – amongst a more general approach regarding supervision – is the commitment of the candidates to Triodos Bank’s mission.
The Board of SAAT updated its profile to support its recruitment efforts for new members. The profile can be found on www.triodos.com. The Board of SAAT prepared the selection of candidates to be nominated for appointment by the Annual Meeting of depository receipt holders. To prepare for the approval of new candidates, and in accordance with the articles of association (6.4), the recruitment of new candidates as well as reappointments for the Board of SAAT is discussed with the Supervisory Board and the Executive Board. Appointments require the approval of the EB who needs approval for this decision from the Supervisory Board. The Board of SAAT selected and nominated Mr Nikolai Keller, who was appointed during the Annual Meeting of depository receipt holders.
In addition to its regular board meetings, the Board of SAAT engaged with Triodos Bank by:
- Participating in informal meetings with local management of all Triodos Bank’s branches and the management of Triodos Investment Management.
- Attending client and depository receipt holder meetings 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.
- Attending public meetings where Triodos Bank is a keynote speaker or is otherwise contributing to the public debate.
- Regular bilateral and in tripartite meetings between the Chair of the Board of SAAT and the Chairs of Triodos Bank’s Executive Board and Supervisory Board.
During 2018, the Board of SAAT did not seek any external advice to carry out its responsibilities.
Composition of the Board of SAAT and independence of its members
SAAT’s articles of association stipulate that the Board of SAAT shall consist of three or more members. At present, it has five members, from the various countries where Triodos Bank has branches: one Belgian, one German and three Dutch nationals. The composition of the Board of SAAT changed in 2018 because of the appointment of Nikolai Keller by the Annual Meeting of depository receipt holders of 18 May 2018 and the end of terms of Marjatta van Boeschoten and Frans de Clerck.
For information about the remuneration of the members of the Board of SAAT, please refer to the Triodos Bank Annual Accounts on page 113.
The Board of SAAT expects that it will again be able to deepen its role as a committed shareholder in 2019. 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 during the international annual meeting of depository receipt holders in The Netherlands, Belgium, the UK, Spain, Germany, and at a separate meeting in The Netherlands, where informal meetings for depository receipt holders will take place. Its perspective and fulfilment of its role will also be informed by the interests of a wider group of stakeholders.
The Role of SAAT in the Corporate Governance of Triodos Bank
All shares of Triodos Bank are held by 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 the voting rights related to the shares. Voting rights are vested in SAAT. A more detailed description of the corporate governance structure of Triodos Bank, and the rights and responsibilities of SAAT and the depository receipt holders, can be found in the chapter on corporate governance, on page 51 of this annual report.
SAAT fulfils its role according to its policy as described in the document “SAAT’s vision on fulfilling its role” which can be found at www.triodos.com/governance.
For an overview of the shares taken in trust and the issued depository receipts of Triodos Bank, as at 31 December 2018, please refer to page 194 of this annual report.
Zeist, 20 March 2019
Board of SAAT,
Josephine de Zwaan, Chair
Mike Nawas, Vice-Chair
SAAT’s registered office is Nieuweroordweg 1,
3704 EC, Zeist, The Netherlands.
This report is also available online at www.annual-report-triodos.com.