Triodos Bank’s internal governance
Triodos Bank is a European bank with branches in The Netherlands (Zeist), Belgium (Brussels), the United Kingdom (Bristol), Spain (Madrid) and Germany (Frankfurt). It has a representative office in France (Paris). The head office, and legal address is in Zeist, The Netherlands.
Foundation for the administration of Triodos Bank shares (SAAT)
Triodos Bank believes it is crucial that its mission and identity is protected. For that reason, all Triodos Bank’s shares are held in trust by SAAT – the Foundation for the Administration of Triodos Bank Shares. SAAT then issues depository receipts for Triodos Bank shares to the public and institutions. These depository receipts embody the economic aspects of the shares of Triodos Bank. SAAT exercises the voting rights attached to the Triodos Bank shares. The Board of SAAT’s voting decisions are guided by Triodos Bank’s goals and mission, its business interests, and the interests of the depository receipt holders. Triodos Bank depository receipts are not listed on any stock exchange.
Instead, Triodos Bank maintains its own platform for trading in depositary receipts. It determines the price of the depository receipts, on a daily basis, using a fixed calculation model that calculates the net asset value (NAV) per depository receipt.
Depository receipt holders
Depository receipt holders are entitled to vote at the General Meeting of depository receipt holders. Each depository receipt holder is limited to a maximum of 1,000 votes. The Annual General Meeting of depository receipt holders appoints the members of the Board of SAAT, based on the Board’s recommendations. These recommendations must be approved by Triodos Bank’s Statutory Directors and Supervisory Board. No depository receipt holder may hold more than 10% of all issued depository receipts.
Triodos Bank Supervisory Board
Triodos Bank has a Supervisory Board, which monitors Triodos Bank’s business operations and advises and assists its Executive Board, to benefit its business interests. New members of the Supervisory Board are appointed by the General Meeting of Triodos Bank, based on recommendations from the Supervisory Board.
Triodos Bank’s Executive Board and Statutory Directors
The daily management of Triodos Bank lies with the Executive Board. The Executive Board consists of the Statutory Directors. In addition the Statutory Directors can appoint one or more Non-Statutory Directors. The Statutory Directors are formally responsible for the management of Triodos Bank and are appointed by the Supervisory Board.
Stichting Triodos Holding
Stichting Triodos Holding is legally separate, but organisationally related, to Triodos Bank. It is a 100% shareholder of Triodos Ventures B.V., an investment fund for higher risk and strategically important activities that reflect Triodos Bank’s mission and activities. The Board of Management of Stichting Triodos Holding and the Board of Management of Triodos Ventures BV are made up of two Statutory Directors of Triodos Bank. Stichting Triodos Holding has a Supervisory Board appointed on the recommendation of the Board of SAAT.
Stichting Triodos Foundation
Stichting Triodos Foundation is a sister institution of Triodos Bank that is legally separate, but organisationally related to it. Currently, the Board of Management of Stichting Triodos Foundation is made up of Triodos Bank co-workers and one Statutory Director of Triodos Bank. It makes donations to initiatives that help Triodos Bank to deliver its sustainable goals. Similar foundations have been set up in Belgium, the UK and Spain.