Further to Article 2a of the Decree on the executive board report (Besluit inhoud bestuursverslag) and Article 2 of the Decree on disclosure of non-financial information (Besluit bekendmaking niet-financiële informatie), this statement elaborates on corporate governance and non-financial information at Triodos Bank N.V. (Triodos Bank). The Dutch Corporate Governance Code is available at: www.triodos.com/governance.
The Triodos Bank Annual Report 2022 contains all information on corporate governance and non-financial information necessary to comply with disclosure obligations included in the legislation set out in Article 3 and 3a of the Decree on the executive board report, and Article 3 of the Decree on disclosure of non-financial information. Below, references are included to the Annual Report 2022. The information referred to is deemed inserted and repeated in this governance statement.
Information concerning compliance with the Dutch Corporate Governance Code and an explanation of intentional deviations thereof are included in the Annual Report 2022, in the Corporate Governance chapter. Please find the complete comply-or-explain statement regarding adherence to the Dutch Corporate Governance Code at: www.triodos.com/govstructure.
Information on main features of internal control and risk management systems in relation to the financial reporting process of Triodos Bank and its group companies is included in the Annual Accounts of the Annual Report 2022, in the Risk Management chapter.
Information on the operation of the general meeting of shareholders, including rights of shareholders and depository receipt holders is included in the Annual Report 2022, in the Corporate Governance chapter.
Information on the composition and operation of the Executive Board, the Supervisory Board and the Supervisory Board committees is included in the Annual Report 2022, in the Corporate Governance chapter, in the Executive Board Report, and in the Supervisory Board Report.
Information on Triodos Bank’s business model is included in the Annual Report 2022, in the chapter Triodos Bank Business Model: Creating Value.
Information on policies of Triodos Bank, and implemented due-diligence processes and their outcomes, pertaining to environmental, social and employee matters, respect for human rights, anti-corruption and bribery matters, including are included in the Annual Report 2022, in the Co-worker Report, and the Risk and Compliance sections of the Executive Board Report.
Information on non-financial risks, and management of these risks, are included in the Annual Report 2022, chapter Non-financial Risk.
Information on non-financial key performance indicators, being Impact, Environment and People, are included in the Annual Report 2022, in Impact and financial results and Appendix VI – Co-worker and environmental statistics.
SAAT holds all shares in Triodos Bank, and issues nonconvertible depository receipts. The terms of administration of SAAT stipulate that no depository receipt holder may hold depository receipts that jointly represent a nominal amount exceeding ten percent of the total issued capital of Triodos Bank. Therefore, the disclosure obligation stipulated by Article 3b of the Decree on the executive board report, with reference to the Decree Article 10 Takeover Directive (Besluit artikel 10 overnamerichtlijn), is irrelevant to Triodos Bank.