Report of the Board of Directors
The Board of Directors has the broadest powers to act in any circumstances on behalf of Triodos SICAV II, subject to the powers expressly assigned by law or the articles of incorporation of Triodos SICAV II. The Board of Directors is responsible for overall product strategy, relations with investors, the regulator and the auditor and for ensuring the AIFM 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 II.
At the Annual General Meeting of shareholders of April 27, 2016, Olivier Marquet resigned as Director of Triodos SICAV II. Furthermore, Monique Bachner was appointed as Director of Triodos SICAV II and Marilou van Golstein Brouwers was re-elected as Director of Triodos SICAV II, both to serve for a period of six years. The Board appointed Garry Pieters as Chair of the Board of Directors as of June 24, 2016. He took over the role of Chair from Pierre Aeby.
Given the current size and complexity of Triodos SICAV II, 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 can be arranged if necessary. In 2016, four regular Board meetings were held.
An additional meeting was held with regard to the capital increase of the holding entities of Triodos Renewables Europe Fund and Triodos Organic Growth Fund (Triodos SII LuxCo S.à r.l. and Triodos OGF LuxCo S.à r.l.). 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.
Major decisions are submitted for review and approval to the Board of Directors. In 2016, the decision was made to update the leverage limits in each sub-fund to reflect the way each sub-fund is currently managed, and the prospectus of Triodos SICAV II was amended accordingly. These modifications did not result in a change in the hedging policy or the investment strategy of the sub-funds and did not change their risk profiles. The revised version of the prospectus came into effect on October 10, 2016.
Conflict of interest
At each Board meeting, the Directors declare whether there are conflicts of interest regarding agenda items of the Board meeting. A Director who has conflicts of interest relating to an agenda item will declare such conflicts and abstain from voting on any decisions relating that agenda item. In 2016, no Directors declared any conflicts of interest regarding any agenda items, nor was any Director required to abstain from 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 II, 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 II. The remuneration of the Directors is disclosed in the notes to the financial statements and approved annually by the shareholders at the Annual General Meeting of shareholders. The remuneration amount for a Director did not increase for the financial year 2016 compared to the financial year 2015.
Annual General Meeting of shareholders
The Annual General Meeting of shareholders was held on April 27, 2016 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 at December 31, 2015;
- approved the audited statements of assets and liabilities and the statement of operations for the financial year ended as at December 31, 2015;
- approved the allocation of the net results for the financial year ended as at December 31, 2015;
- 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 at December 31, 2015;
- re-elected Marilou van Golstein Brouwers as Class P Director and elected Monique Bachner as Director, both to serve for a period of six years ending on the date of the Annual General Meeting to be held in 2022;
- elected PricewaterhouseCoopers Société coopérative Luxembourg as the auditor to serve for the financial year ended as at December 31, 2016, and
- approved the remuneration of Directors for the financial year ended as at December 31, 2016.
No other meetings of shareholders were held in 2016.
Complaints handling policy
Triodos SICAV II has a complaints handling policy to ensure proper handling of complaints as and when they may arise. Triodos SICAV II 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 II. The Complaints Handling Officer did not receive any complaints relating to Triodos SICAV II in 2016.
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 aims to conduct periodic self-assessments in which it reflects on its performance and strategy, and carried out such a review during 2016.
The Board of Directors has adhered to the principles of the ALFI Code of Conduct and monitors its application.
Luxembourg, April 7, 2017
The Board of Directors of Triodos SICAV II
Garry Pieters (Chair)
Marilou van Golstein Brouwers