Report of the Board of Directors
The Board of Directors has the broadest powers to act in any circumstances on behalf of Triodos SICAV I, subject to the powers expressly assigned by law or the articles of incorporation of Triodos SICAV I. The Board of Directors is responsible for overall product strategy, relations with investors, the regulator and the auditor and for ensuring the management company performs its functions with due care and diligence. It is the Board’s responsibility to provide independent review and oversight in the best interests of the investors of the sub-funds of Triodos SICAV I.
At the Annual General Meeting of shareholders of April 19, 2017, Marilou van Golstein Brouwers was appointed as Class P Director of Triodos SICAV I to serve for an initial period of four years, in replacement of Pierre Aeby. Furthermore, Corinne Molitor was appointed as Director of Triodos SICAV I to serve for an initial period of four years, in replacement of Patrick Goodman.
The Board of Directors does not currently consider it necessary to have any committees.
The Board of Directors meets at least four times a year. Additional meetings are arranged if necessary. In 2017, four regular Board meetings were held. At the regular Board meetings, Triodos Investment Management reports on various relevant topics, amongst others, the state of affairs of the sub-funds, anti-money laundering and ‘know-your-customer’ matters, regulatory changes, marketing and sales activities, investment compliance monitoring and risk management.
Requests for major decisions are submitted for review and approval to the Board of Directors. In 2017, the decision was made to launch class D and class I-II shares. The articles of incorporation and prospectus of Triodos SICAV I were amended. These modifications did not change the risk profiles of the sub-funds. The revised version of the articles of incorporation and the revised version of the prospectus are effective as per April 2018.
Conflicts of interest
At each Board meeting, the Directors declare whether there are conflicts of interest regarding agenda items. A Director who has conflicts of interest relating to an agenda item will declare such conflict and abstain from voting on any decisions relating to that agenda item. In 2017, no Directors declared any conflicts of interest regarding any agenda items, nor was any Director required to abstain from participating in discussion and or voting on any decisions during the reporting period. The Board also monitors potential conflicts by maintaining a conflicts of interest register.
According to the remuneration policy of Triodos SICAV I, each of the Directors not employed by the Triodos Group, is paid an equal fixed annual remuneration. The Board believes the remuneration of the Board reflects its responsibilities and experience and is fair given the size and complexity of Triodos SICAV I. The remuneration of the Directors is approved annually by the shareholders at the Annual General Meeting of shareholders. There was no change to the Director remuneration proposed during the Annual General Meeting of 2017.
Annual General Meeting of shareholders
The Annual General Meeting of shareholders was held on April 19, 2017 in Luxembourg. During the meeting, the shareholders:
- approved the management report of the Board of Directors and the report of the auditor for the financial year ended as per December 31, 2016;
- approved the audited statements of assets and liabilities and the statement of operations for the financial year ended as per December 31, 2016;
- approved the allocation of the net results for the financial year ended as per December 31, 2016;
- granted full discharge to the members of the Board of Directors with respect to their performance of duties for all or part of the financial year ended as per December 31, 2016;
- elected Marilou van Golstein Brouwers as Class P Director and Corinne Molitor as Director, both to serve for a period of four years ending on the date of the Annual General Meeting to be held in 2021;
- elect the auditor, PricewaterhouseCoopers, to serve for the financial year 2017;
- approved the remuneration of Directors for the financial year ended as per December 31, 2017.
No other meetings of shareholders were held in 2017.
Complaints handling policy
Triodos SICAV I has a complaints handling policy to ensure proper handling of complaints as and when they may arise. Triodos SICAV I has appointed a Complaints Handling Officer, who is responsible for implementation of the complaints handling policy.
The complaints handling policy is available upon request from Triodos SICAV I. The Complaints Handling Officer did not receive any complaints relating to Triodos SICAV I in 2017.
Complaints can be submitted in writing:
Triodos SICAV I
Attention: Complaints Handling Officer
11-13, Boulevard de la Foire
Grand-Duché de Luxembourg
E-mail address: triodosIM@triodos.com
The Board of Directors aspires to best practices and good governance. For example, the Board has made efforts to ensure the diversity of its members, in terms of gender, complementary experience and expertise, and a good representation of independent Directors. The Board of Directors conducts periodic self-assessments in which it reflects on its performance and strategy.
The Board of Directors has adhered to the principles of the ALFI Code of Conduct and monitors its application.
Luxembourg, April 6, 2018
The Board of Directors of Triodos SICAV I
Garry Pieters (Chair)
Marilou van Golstein Brouwers
Dick van Ommeren