Committees of the Supervisory Board

The Supervisory Board has two committees as set out in the Corporate Governance chapter: the Audit and Risk Committee, and the Nomination and Compensation Committee. Both committees met separately throughout the year. Their main considerations and conclusions were shared with the full Supervisory Board.

The composition of the Committees is as follows:

Audit and Risk Committee

  • Ms M.A. Scheltema (Chair)
  • Mr M. Eguiguren Huerta
  • Ms C. van der Weerdt

Nomination and Compensation Committee

  • Mr M.M. Frank (Chair)
  • Mr H. Voortman

Audit and Risk Committee

Ms. Van der Weerdt replaced Mr Lamers as a member of the Audit and Risk Committee at the beginning of the year. The Committee expresses its gratitude to Mr Lamers for his longstanding contributions. The Committee met on four occasions in 2011. At each meeting, the Bank’s Chief Financial Officer, the Head of Internal Audit and the Head of Group Risk were present. The external auditors were present at two meetings.

The Committee values the roles of the internal and the external auditor highly, since they underline the important role they play in the maintenance of checks and balances. In addition, one meeting was held with the external auditor, without the Executive Board being present.

During its deliberations, the Audit and Risk Committee reviewed, among other things, Triodos Bank’s overall risk and control framework, the annual accounts and the quarterly results, the findings of the internal auditor, important accounting decisions and treasury management. It welcomes the impetus provided by the new internal auditor, and the strengthening of the overall audit effort and approach.

Good progress was also made during the year to develop and implement the overall risk framework, and ensure compliance with Basel II, and Basel III, and an adequate Internal Capital Adequacy Assessment Process (ICAAP). In addition to the regular meetings, a special, facilitated session was held at which the interest rate risk framework was studied in-depth. This was then followed up by a session during which the theoretical principles were applied to Triodos Bank’s practices. This enables the Audit and Risk Committee, and by extension the Supervisory Board, to remain confident that Triodos Bank’s risk appetite is pitched at the right levels. The Committee also paid attention to ongoing discussions with the DNB, and the outcome of their control reviews.

Special attention was paid to the area of credit risk. Measures taken in this respect include the strengthening of the role of the credit risk managers in the branch network as well as unified risk policies, which the Committee welcomes. The area of liquidity risk was also discussed in depth.

Nomination and Compensation Committee

The Nomination and Compensation Committee met on eight occasions during the year. One of its primary roles is to advise the Supervisory Board on setting the remuneration packages of the Executive Board. It also advises the Supervisory Board on the approval of the remuneration of senior positions in Triodos Bank. During the year the implications of the newly drafted International Remuneration Policy were discussed and approved by the Supervisory Board. For more details on the new Remuneration Policy we refer to the Annual Accounts.

Both members of the Nomination and Compensation Committee have senior management experience, good knowledge of and experience with performance management and remuneration in general. Additionally they seek advice from independent, external experts in case of specific issues.

The committee prepared the second (two day) session of a permanent education programme for the Supervisory Board and the Executive Board. This permanent education programme meets the requirement to create a life-long learning programme pursuant to the Banking Code. In 2011 it addressed risk management, the business model and the mission and the strategy of Triodos Bank. Most of the discussions were introduced by co-workers of the bank. The mission and strategy discussion was moderated by an external consultant. The outcome of these last discussions served as input for the finalisation of the new Business Plan.

A discussion took place on the conclusions of the report of the DNB on Culture and Behaviour regarding decision making within the bank. Most of the conclusions are very positive. The issue of safeguarding the values of the bank, while continue to grow substantially, is a point of continuous attention. In addition the Committee acted as a sounding board to the Executive Board on possible changes in the structure of the bank at a senior level. It also finalised the self-evaluation process, discussed above.

In view of the fact that the Supervisory Board Chair concludes his final term in 2013, the committee started the selection process for a possible successor. This included drafting the profile of the new Chair and establishing a long list of possible candidates. An external advisor was hired to assist with this process.

Zeist, 27 February 2012

Hans Voortman, Chair
Margot Scheltema, Vice-Chair
David Carrington
Marcos Eguiguren
Marius Frank
Mathieu van den Hoogenband
Jan Lamers
Hans Voortman
Carla van der Weerdt