TlB Annual Report 2009 - Triodos Bank

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Supervisory Board Annual Report
TO THE SHAREHOLDERS AND DEPOSITORY RECEIPT HOLDERS
The Supervisory Board’s primary responsibility
is the supervision and review of the
development of Triodos Bank’s operations,
on the basis of the Executive Board’s written
quarterly reports. As in previous years, the
Board was involved in the Bank’s strategic
decision-making. The global economic crisis
was an important subject of discussion in all
the Board’s meetings during 2009. The Board is
delighted that Triodos Bank is able to continue
to grow and develop during such an unsettled
period. It was particularly pleased to see the
Bank win the Financial Times Sustainable Bank
of the Year Award 2009. We congratulate the
management and wider co-worker group for
this achievement. It provides welcome encouragement
for the business to continue to
perform.
The Supervisory Board meets its obligations to
the independence criteria in the Banking Code.
It is composed so that its members are able to
act independently, both from one another and
the Executive Board. The Supervisory Board is
also organised so that members are independent
of any other particular or partial interest
that relates to the bank.
The Board includes an Audit Committee and a
Nomination and Compensation Committee.
The Audit Committee met on two occasions in
2009 with the Chief Financial Officer as the
representative of Triodos Bank’s Executive
Board, and with the Head Internal Auditor.
In addition, one meeting was held with the
external auditor, without the Executive Board
being present. The Audit Committee reviewed,
among other things, the Bank’s overall control
framework, the quarterly results, the findings
of the Internal Auditor, important accounting
decisions and treasury management. During the
year the decision was taken to extend the
activities of the Audit Committee to include
risk issues from 2010, and it has revised its
name to the Audit & Risk committee to reflect
this change. The Audit & Risk committee has
been designated to perform the tasks attributed
to risk committees by the Banking Code.
The Nomination and Compensation Committee
supervises the remuneration packages of the
Executive Board and monitors the remuneration
of senior positions in the bank. The Committee’s
activities in this area are limited because Triodos
Bank continues not to offer bonus or share
option schemes to either its Board members or
co-workers. The committee was asked, however,
to create a permanent education and training
programme for the Executive and Supervisory
Board, not least to help adapt to a rapidly
changing world. This permanent education
programme serves as implementation of the
requirement of creating a lifelong learning
programme pursuant to the Banking Code. A
first training session is planned for early 2010.
In 2009 the Supervisory Board, the Board of
saat (Foundation for the Administration of
Triodos Bank Shares), and the Bank’s senior
management, attended a strategy meeting.
During this meeting, thoughts were exchanged
about the Bank’s long-term prospects, particularly
in the light of the financial and economic
crisis. The Supervisory Board met once, without
the Executive Board, to discuss the effectiveness
of both Boards and the relationship between
the two. In general, the Supervisory Board
judged its own effectiveness to have improved
and is determined to continue this progress.
Special attention was given to the relationship
with saat. A meeting was convened to strengthen
this relationship and to better understand the
differences in position and responsibilities of
both bodies in the context of the financial
crisis and its aftermath.
Zaytoun is a fair trade, not-for-profit organisation established to support farming communities in Palestine.
The company helps to build a market for Palestinian products such as olive oil and herbs in the UK. As the
business develops, a Triodos Bank loan is helping to support growth so that even more Palestinians can benefit
from their work.’
TRIODOS BANK - ANNUAL REPORT 2009 7