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 26, 2017, Jeroen Smakman was appointed as Director of Triodos SICAV II to serve for an initial period of four years, in replacement of Pierre Aeby.
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 are arranged when necessary. In 2017, four regular Board meetings and two additional meetings were held. At the regular Board meetings, Triodos Investment Management, the AIFM, reports on various relevant topics, amongst others, the state of affairs of the sub-funds, anti-money laundering and ‘know your customer’ (KYC) matters, regulatory changes, marketing and sales activities, investment compliance monitoring and risk management. The Board further discusses matters relating to its oversight of delegated parties (of which the AIFM is one).
Requests for major decisions are submitted for review and approval to the Board of Directors. In 2017, the decision was made to introduce a number of changes to the prospectus of Triodos SICAV II, which were published in the informative notice to shareholders of Triodos SICAV II on March 27, 2017. These modifications resulted in changes in the investment strategy of the sub-funds. The revised version of the prospectus came into effect on April 27, 2017.
Conflict of interest
At each Board meeting, the Directors declare whether there are conflicts of interest regarding agenda items. A Director who has conflicts of interest relating to an agenda item will declare such conflicts and abstain from voting on any decisions relating to that agenda item. In 2017, no Directors declared any conflicts of interest regarding any agenda items, nor was any Director required to abstain from participating in discussion and or 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. There was no change to the Director remuneration proposed during the Annual General Meeting of 2017.
Annual General Meeting of shareholders
The Annual General Meeting of shareholders was held on April 26, 2017 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, 2016;
- approved the audited statements of assets and liabilities and the statement of operations for the financial year ended as at December 31, 2016;
- approved the allocation of the net results for the financial year ended as at December 31, 2016;
- 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, 2016;
- elected Jeroen Smakman as a Class P Director to serve for a period of four years ending on the date of the Annual General Meeting to be held in 2021;
- elected PricewaterhouseCoopers Société coopérative Luxembourg as the auditor to serve for the financial year ended as at December 31, 2017, and
- approved the remuneration of Directors for the financial year ended as at December 31, 2017.
No other meetings of shareholders were held in 2017.
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 received one complaint relating to Triodos SICAV II in 2017, which related to an investor’s account being temporarily blocked pending receipt of further KYC documentation.
Complaints can be submitted in writing:
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 conducts periodic self-assessments in which it reflects on its performance and strategy.
The Board of Directors has adhered to the principles of the ALFI Code of Conduct and monitors its application.
Luxembourg, April 6, 2018
The Board of Directors of Triodos SICAV II
Garry Pieters (Chair)
Marilou van Golstein Brouwers