Corporate Governance Code and Banking Code Statement

In accordance with the Dutch Decree implementing further accounting standards for the content of annual reports dated 23 December 2004 (as amended on 20 March 2009) and the Dutch Decree implementing further accounting standards for the content of annual reports of banks dated 1 June 2010, the Executive Board of Triodos Bank N.V. has drafted a Corporate Governance Code and Banking Code Statement.  This statement forms part of the 2011 Annual Report and is valid as of its date.

Corporate Governance Code and Banking Code Statement Triodos Bank N.V.

This is a statement concerning corporate governance as referred to in article 2a of the Decree on additional requirements for annual reports as applicable to annual reports for financial book years starting on or after 1 January 2009 (the ‘Corporate Governance Code Decree’) and concerning compliance with the Banking Code as referred to in article 3 of the Decree on additional requirements for annual reports for banks as applicable to annual reports for financial book years starting on or after 1 January 2010 (the ‘Banking Code Decree’). Copies of the Corporate Governance Code and the Banking Code can be downloaded here.

The information required to be included in the corporate governance and banking code statement as described in articles 3 and 3a of the Corporate Governance Code Decree and in article 3 of the Banking Code Decree can be found in the following chapters and sections of the Triodos’ Annual Report 2011 and is deemed to be included and repeated in this statement:

  • the information concerning compliance with the principles and best practices of the Corporate Governance Code and the Banking Code, including conscious deviation from the compliance of the Corporate Governance Code and the Banking Code, can be found in the Annual Report in the chapter ‘Corporate Governance’;
  • the information concerning the main features of the company’s internal control and risk management systems in relation to the financial reporting process of Triodos Bank and its group companies can be found in the Annual Accounts of the Annual Report in the chapter ‘Risk Management’;
  • the information regarding the operating of the general meeting of shareholders and the authority and rights of the shareholders and holders of certificates of shares and how they can be exercised, can be found in the Annual Report in the chapters ‘Supervisory Board report’ and ‘Board of SAAT report’;
  • the information regarding the composition and operating of the Executive Board, the Supervisory Board and its Committees can be found in the chapter ‘Biographies’ in the Annual Report.

The information regarding the inclusion of the information required by the Decree Article 10 EU Takeover Directive, as required by article 3b of the Corporate Governance Code Decree, has not been included in this statement. This information is not relevant to Triodos Bank because the administrative conditions of the Stichting Administratiekantoor Aandelen Triodos Bank (the foundation who owns 100% of the shares of Triodos Bank and who has issued depository receipts to investors) do not permit the holding of a nominal amount of depository receipts that together correspond to 10% or more of the entire issued capital of Triodos Bank.

Zeist, 27 February 2012

Executive Board

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