Board of SAAT report

Foundation for the Administration of Triodos Bank Shares

Statement of institutions with a participating interest of 3% or more

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in percentage

2011

2010

 

 

 

Delta Lloyd Levensverzekering NV

5.6

6.7

Stichting Grafische Bedrijfspensioenfondsen

4.2

5.1

Coöperatieve Centrale Raiffeisen-Boerenleenbank BA

4.1

4.8

Stichting Pensioenfonds ABP

3.9

4.7

Friesland Bank NV

3.9

4.6

NAGRON Nationaal Grondbezit BV

3.2

4.0

Beheersmaatschappij Breesaap

2.7

3.2

PGGM Pensioenfonds Z&W

2.5

3.1

 

 

 

The above institutions are the largest of the total of 11 (2010: 12) institutions that have a participating interest of at least 1%. Their total participating interest is 34.0% (2010: 41.9%).

The share capital of Triodos Bank N.V. has been entrusted to the independent Foundation for the Administration of Triodos Bank Shares (Stichting Administratiekantoor Aandelen Triodos Bank (SAAT)). To finance the shares, SAAT issues depository receipts. 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 the SAAT, which exercises the voting right attached to the shares.

In exercising its voting right at the Annual General Meeting of Shareholders, the Board of SAAT upholds the following principles:

  • protecting Triodos Bank’s mission;
  • protecting Triodos Bank’s independence;
  • protecting 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.

Because SAAT pays attention to both the economic interests of the depository receipt holders and to Triodos Bank’s mission, Triodos Bank’s share capital remains strongly aligned with the Bank’s mission. This is reflected by the following stipulations in SAAT’s administrative conditions:

Article 5

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 objects of the Bank.

Annual General Meeting of Shareholders 2011

At the Annual General Meeting of Shareholders in Zeist on 20 May 2011, SAAT gave the shareholders additional information to clarify its voting decisions, and also clarified the process it went through to come to them.

SAAT approved the following proposals:

  • adoption of the 2010 financial Annual Accounts and the proposed profit appropriation;
  • reappointment of Mr. M.J.M. van den Hoogenband for a second term on the Supervisory Board;
  • adjustment of the remuneration of the members of the Supervisory Board;
  • granting a power of attorney to the Executive Board in order to obtain depository receipts in Triodos Bank and to issue shares.

SAAT discharged the Executive Board from liability for the exercise of its management duties and the Supervisory Board for the exercise of its supervisory duties in 2010.

Annual Meeting of Depository Receipt Holders

The annual survey among depository receipt holders was completed by more than 3,000 respondents. The findings of the survey were presented at the Annual Meeting of Depository Receipt Holders on 20 May 2011.

Discussions with depository receipt holders during the meeting revealed that they sometimes have high expectations, such as for Triodos Bank to grow more quickly and pay more attention to food and agriculture, to innovation, and to raising its profile. They also felt that SAAT should raise its own profile and exercise more influence.

The Annual Meeting of Depository Receipt Holders approved the following proposals:

  • reappointment of Mr. J. Nijenhof for a third term on the Board of SAAT;
  • adjustment of the remuneration of the members of the Board of SAAT;
  • changes to the administrative conditions (dividing shares into fractions in order to remove obstacles to the distribution of depository shares by third parties).

Both the Annual General Meeting of Shareholders and the Annual Meeting of Depository Receipt Holders were broadcast on the internet, and online participants could submit questions and comments by email.

Meetings and decisions of the Board of SAAT

During 2011, the Board of SAAT convened five times and also had three meetings with Triodos Bank’s statutory directors.

The issues addressed by the Board of SAAT in these meetings included the following:

  • the 2010 annual report, in order to consider carefully the votes to be cast at the Annual General Meeting of Shareholders;
  • Triodos Bank’s medium to long-term profit target in relation to its mission;
  • the wider impact of the financial crisis on Triodos Bank;
  • the share of each of the social, environmental and cultural sectors in the loan portfolio;
  • Triodos Bank’s wider impact on civil society. Examples include support for the Sustainable Finance Lab in The Netherlands, Chairing The Global Alliance for Banking on Values, and the Executive Board and co-workers’ participation in public bodies that advise the Dutch government, and other public bodies, in the countries where Triodos Bank does business;
  • the content of the dialogue with depository receipt holders in The Netherlands, Belgium, the UK and Spain, and the process underlying it;
  • changes to be made to the policies of SAAT and Triodos Bank in response to questions and comments from the depository receipt holders.

The management decisions made by SAAT in 2011 included adoption of the following:

  • the criteria for the review of the 2010 and 2011 annual reports, including the following long-term criteria:
    - the relative share of each of the social, environmental and cultural sectors in the loan portfolio;
    - a good balance between profitability, risk exposure and the realisation of Triodos Bank’s 
      mission;
    - the extent to which Triodos Bank’s activities have an impact on civil society;
  • input for the Supervisory Board regarding the profile of the Chair of the Supervisory Board;
  • the 2011 training programme for members of the Board of SAAT;
  • the updated profile for the Board of SAAT;
  • the policy concerning questions and comments made by depository receipt holders at the Annual General Meeting of Shareholders and the Annual Meeting of Depository Receipt Holders;
  • the Board of SAAT’s self-assessment for 2011.

Activities of the Board of SAAT

The Board carried out the following activities, in addition to the meetings above:

  • visits to Triodos Bank’s branches in The Netherlands, Belgium, the UK, Spain and Germany;
  • attending client meetings, meetings with depository receipt holders, and informal discussions with depository receipt holders;
  • attending annual shareholder meetings of funds managed by Triodos Bank;
  • participating in an annual seminar together with Triodos Bank’s Executive Board, management and Supervisory Board. This year the focus was on culture and education;
  • participating in discussions organised by the Sustainable Finance Lab.

The Chair of the Board of SAAT consulted regularly with the Chairs of Triodos Bank’s Executive and Supervisory Boards. This included three tripartite meetings with the Chairs of the Executive and Supervisory Boards and five meetings with the Chair of the Executive Board.

Composition of the Board of SAAT and independence of its members

Given the responsibility of the Board of SAAT for protecting the identity and mission of Triodos Bank, discussed above, it is essential that the members of the Board are independent. For this reason, members of Triodos Bank’s Executive or Supervisory Board 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 six members: three Dutch and a British, Belgian and Spanish representative. The composition of the Board did not change in 2011. Mr. J. Nijenhof was reappointed as a Board member.

SAAT updated the profiles of its Board members in line with Triodos Bank’s growth and development, and carried out a self-assessment following it. Based on the assessment’s findings, a new training programme has been set up for 2012, as well as a new policy to recruit new members to the Board.

For information about the remuneration of the members of the Board of SAAT, please refer to the Triodos Bank annual accounts. The remuneration of the Board members is subject to the approval of the Annual Meeting of Depository Receipt Holders. The Meeting approved an increase in the remuneration of the Board members in recognition of the fact that they are working longer hours. This is because of the growth of the organisation, the increasing complexity of their duties, and increasing demands placed on SAAT in its capacity as shareholder.

SAAT expects that in the coming year it will again be able to deepen its role as a committed shareholder. Maintaining a dialogue with the depository receipt holders is an essential part of this. It will undertake this work not only during the Annual Meeting of Depository Receipt Holders in The Netherlands, but also in Belgium, the UK, Spain and Germany, where separate informal meetings for depository receipt holders are being organised.

Zeist, 27 February 2012

On behalf of the Board of SAAT,

Max Rutgers van Rozenburg, Chair
Marjatta van Boeschoten
Frans de Clerck
Luis Espiga
Jan Nijenhof
Josephine de Zwaan

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