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Report by the Foundation for the Administration of Triodos Bank Shares (SAAT)

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

Download XLS

As a percentage

2013

2012

 

 

 

Coöperatieve Centrale Raiffeisen-Boerenleenbank BA

6.0

6.6

Delta Lloyd Levensverzekering NV

4.2

4.7

Stichting Grafische Bedrijfspensioenfondsen

3.1

3.5

Stichting Pensioenfonds ABP

2.9

3.3

 

 

 

The above institutions are the largest of the total of 6 (2012: 9) institutions that have a participating interest of at least 1%. Their total participating interest is 20.2% (2012: 28.3%).

The share capital of Triodos Bank 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.

For an overview of the shares taken in trust and the issued depository receipts of Triodos Bank, as at 31 December 2013, please refer to the SAAT statement of shares.

In exercising its voting right at the General Meeting of Triodos Bank (“General Meeting”), the Board of SAAT upholds the following principles:

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

The Board of SAAT aims to align the economic interests of its depository receipt holders and Triodos Bank’s mission, for their mutual benefit. This is reflected by the following stipulations in SAAT’s administrative conditions:

Article 6

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 objectives of the bank.

The voting policy of SAAT is guided by article 6 of the administrative conditions and the principles as stated above.

SAAT discharges its stewardship responsibilities by monitoring and engaging with Triodos Bank in line with the principles described above. It also voluntarily complies with the relevant principles and best practices of the Dutch Corporate Governance Code, and other well-regarded stewardship regulations.

The Board of SAAT pays particular attention to the mid and long term performance of Triodos Bank. It monitors internal and external developments to assess and anticipate any impact they might have on Triodos Bank’s values. The Board of SAAT’s monitoring and engagement activities include:

  • full meetings with Triodos Bank’s Executive Board, and between the Chair of the Board of SAAT and the Chairs of the Executive and Supervisory Boards, separately and together;
  • participating in depository receipt holder meetings, client days and other meetings by invitation, in countries with Triodos Bank branches;
  • attending Triodos Bank theme days;
  • attending meetings regarding developments in professional shareholding, corporate governance, and the sectors where Triodos Bank is active;

Discussions and meetings take place on a confidential basis, as appropriate. Should the Board of SAAT members feel Triodos Bank has not responded appropriately to questions it raises, it has a clear policy to escalate its stewardship activities.

General Meeting 2013

The Board of SAAT is Triodos Bank’s sole shareholder. As such, at the General Meeting in Zeist on 17 May 2013, it voted on the items below and explained why it had made the decisions it did. For details of approved proposals visit our website.

The Board of SAAT approved the following proposals:

  • adoption of the 2012 financial Annual Accounts and the proposed profit appropriation;
  • discharge of the Statutory Directors of responsibility for their management during 2012;
  • discharge the Supervisory Board of responsibility for its supervision during the financial year 2012;
  • amendments to the articles of association of Triodos Bank;
  • reappointment of Hans Voortman as a member of the Supervisory Board for one year;
  • reappointment of David Carrington as a member of the Supervisory Board;
  • adjustment of the remuneration of the Supervisory Board members;
  • granting a power of attorney to the Statutory Directors in order to obtain depository receipts in Triodos Bank and to issue shares.

Annual Meeting of depository receipt holders

The annual survey of depository receipt holders was completed by almost 3,000 respondents and its results were presented at the Annual Meeting of depository receipt holders.

SAAT uses the results of the survey to enrich its perspective on the investor group whose interests it represents. The results give an insight into the priorities and views of the depository receipt holders.

Among other things the results showed that, according to the survey’s participants, over 90% of investors think the bank aligns its mission and financial returns effectively. Participating depository receipt holders’ principal motivation for investing is Triodos Bank’s impact on sectors (49.5%), closely followed by its role as a reference point for sustainable banking internationally (41.5%). Only 6% invested primarily because of Triodos Bank’s local impact.

The Annual Meeting of depository receipt holders approved the following proposals:

  • appointment of Sandra Castañeda Elena as a member of the Board of SAAT;
  • reappointment of Josephine de Zwaan as a member of the Board of SAAT;
  • reappointment of Frans de Clerck as a member of the Board of SAAT;
  • adjustment of the remuneration of the members of the Board of SAAT.

Meetings and decisions of the Board of SAAT

During 2013, the Board of SAAT convened eight times, four times in person and four times by telephone. The Board of SAAT also had four meetings with members of Triodos Bank’s Executive Board.

The issues addressed in these meetings included:

the 2012 annual report, in order to consider carefully the votes to be cast at the General Meeting of Triodos Bank. The report has been assessed, among other things, on the relative share of each sector (social, cultural and environmental) in the loan portfolio, the balance between profitability, risk exposure and the realisation of Triodos Bank’s mission, and the extent to which Triodos Bank’s activities have an impact on civil society;

  • the 2013 half-year report;
  • the risks highlighted in the Prospectus for the issuing of the depository receipts;
  • Triodos Bank’s growth and scale in relation to its mission;
  • the wider impact of the financial crisis on Triodos Bank in general and more specifically the impact on the sectors Triodos Bank is active in;
  • the diversification of the sectors and innovation of financial products from the perspective of Triodos Bank’s mission;
  • the impact of developments, both regulatory and incidents in other banks in the banking sector, on Triodos Bank;
  • the inflow of savings and the savings/loan ratio, in terms of impact;
  • the ambitions of Triodos Bank as a relationship bank, sustainable service provider and reference point;
  • developing more and better dialogue with the growing number of depository receipt holders.
    The Board of SAAT initiated research, together with Triodos Bank, on the dialogue between depository receipt holders and Triodos Bank during the last five years as relevant input.
  • ways to protect Triodos Bank’s independence.

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 and Spain;
  • attending client meetings, meetings with depository receipt holders, and informal discussions with depository receipt holders;
  • attending annual shareholder meetings of investment funds managed by Triodos Bank;
  • involvement in the selection process of members of the Supervisory Board – both new and re-appointments. A key focus in this respect is the commitment of the candidates to Triodos Bank’s mission;
  • the Chair of the Board of SAAT consulted regularly with the Chairs of Triodos Bank’s Executive and Supervisory Boards. Regular tripartite meetings with the Chairs of the Executive and Supervisory Boards took place, including five meetings with the Chair of the Executive Board.
  • the Board of SAAT initiated a three Board (Executive Board, Supervisory Board, Board of SAAT) meeting on values based banking and the different roles of these three boards as they relate to Triodos Bank’s values;
  • the SAAT organised a one day programme focused on the impulse behind, and mission of, Triodos Bank for the members of the Board of SAAT.
  • the selection of new members to the Board of SAAT was also prepared and discussed 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 to protect the identity and mission of Triodos Bank, it is essential that the members of the Board are independent. For this reason, Statutory Directors or members of the 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 five members: two Dutch and a British, Belgian and Spanish representative. The composition of the Board changed in 2013. Sandra Castañeda Elena was appointed as a Board member. Josephine de Zwaan and Frans de Clerck were reappointed as Board members. Josephine de Zwaan was further appointed, by the Board, as the Chair succeeding Max Rutgers. Max Rutgers, who retired as a member of the Board and Chair during the depository receipt holders’ meeting of 17 May, has been a committed and effective servant to the investors for 15 years and we are extremely grateful for his contribution.

For information about the remuneration of the members of the Board of SAAT, please refer to the annual accounts.

The Board of SAAT expects that it will again be able to deepen its role as a committed shareholder in 2014. Maintaining a dialogue between Triodos Bank and its depository receipt holders is an essential part of this effort. It will undertake this work not only during the Annual Meeting of depository receipt holders in The Netherlands, but also in Belgium, the UK, and Spain, where separate informal meetings for depository receipt holders will take place.

Zeist, 27 February 2014

On behalf of the Board of SAAT,

Josephine de Zwaan, Chair
Marjatta van Boeschoten
Sandra Castañeda Elena
Frans de Clerck
Jan Nijenhof

SAAT’s registered office is Nieuweroordweg 1, 3704 EC, Zeist, The Netherlands.