Report of the Board of Directors
The Board of Directors has the broadest powers to act in any circumstances on behalf of Triodos SICAV I, subject to the powers expressly assigned by law or the articles of incorporation of Triodos SICAV I. The Board of Directors is responsible for overall product strategy, relations with investors, the regulator and the auditor and for ensuring the management company 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 I.
At the Annual General Meeting of shareholders of April 20, 2016, Olivier Marquet resigned as Director of Triodos SICAV I. Furthermore, Monique Bachner was appointed as Director of Triodos SICAV I and Pierre Aeby was re-elected as Director of Triodos SICAV I, both to serve for a period of six years. Dick van Ommeren was appointed as Class P Director for a period of five years. The Board appointed Garry Pieters as Chair of the Board of Directors as of June 23, 2016. He took over the role of Chair from Pierre Aeby.
Given the current size and complexity of Triodos SICAV I, 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 and an additional Board meeting was held with regard to an adjustment to the fee structure of Triodos SICAV I.
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 add impact bonds, among others, to the investment policy and the decision was made to launch class S shares. The prospectus of Triodos SICAV I was amended accordingly. These modifications did not change the risk profiles of the sub-funds. The revised version of the prospectus is effective as per February 16, 2017.
Conflicts 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 conflict and abstain from voting on any decisions relating to 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 I, 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 I. The remuneration of the Directors is 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 20, 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 per December 31, 2015;
- approved the audited statements of assets and liabilities and the statement of operations for the financial year ended as per December 31, 2015;
- approved the allocation of the net results for the financial year ended as per 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 per December 31, 2015;
- re-elected Pierre Aeby 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, and elected Dick van Ommeren as Director for a period of five years ending on the date of the Annual General Meeting to be held in 2021;
- elected PwC as the auditor to serve for the financial year ended as per December 31, 2016;
- approved the remuneration of Directors for the financial year ended as per December 31, 2016.
No other meetings of shareholders were held in 2016.
Complaints handling policy
Triodos SICAV I has a complaints handling policy to ensure proper handling of complaints as and when they may arise. Triodos SICAV I 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 I. The Complaints Handling Officer did not receive any complaints relating to Triodos SICAV I in 2016.
Complaints can be submitted in writing:
Triodos SICAV I
Attention: Complaints Handling Officer
11-13, Boulevard de la Foire
Grand-Duché de Luxembourg
E-mail address: firstname.lastname@example.org
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, March 31, 2017
The Board of Directors of Triodos SICAV I
Garry Pieters (Chair)
Dick van Ommeren