TlB Annual Report 2009 - Triodos Bank

Report by the Board of SAAT
THE STICHTING ADMINISTRATIEKANTOOR AANDELEN TRIODOS BANK
(FOUNDATION FOR THE ADMINISTRATION OF TRIODOS BANK SHARES)
The Foundation for the Administration of
Triodos Bank Shares (saat) has all Triodos
Bank nv’s shares under its management. It
issues depository receipts to private individuals
and institutions who want to participate in the
Bank’s equity. The depository receipts for shares
are registered and non-exchangeable.
This structure was chosen to protect Triodos
Bank’s identity and mission. Recent events in
financial markets internationally have shown
again how important this protective structure
is. The credit crisis has demonstrated the value
and prudence of Triodos’ sustainable approach
to banking – lending only to ethical organisations
working in the real economy. It presents an
extra opportunity to strengthen awareness
about Triodos Bank’s mission and objectives.
Voting rights are exercised by the Board of saat
at the Triodos Bank Annual General Meeting. The
Board is guided by the ethical objectives of the
Bank as contained in the Articles of Association
and formulated in the mission statement. The
Board is independent, but plays an important
role in maintaining the integrity of the bank.
To avoid conflicts of interest members of
Triodos Bank’s Executive Board and Supervisory
Board are not allowed to serve on the Board of
saat. The directors are appointed by, and report
to, the Annual General Meeting of Depository
Receipt Holders.
The Board met three times during 2009, and
also took part in meetings with members of the
Supervisory Board and Triodos senior management
to discuss the Bank’s social role. During
the meetings of the Board, the general state of
affairs within Triodos Bank was discussed from
the perspective of how the Bank implements its
ethical mandate: encouraging real awareness of
money matters as a means to achieve social renewal.
Sustainable shareholder ship and the
effect of the credit crisis on Triodos Bank,
among other issues, were also discussed in the
meetings.
To gain insight into how the Bank handles
such issues in practice, and to maintain and
strengthen the connection to its mission, the
Board of saat meets with Triodos Bank’s
Executive Board and attends customer days and
other public meetings. This was particularly
important in a year when the bank undertook a
significant, and very successful, depository
receipt issue. During visits to the branches in
Belgium and the uk members of the Board
spoke with co-workers and clients to update
their view of how Triodos Bank works in those
countries. At least four other occasions offered
opportunities to exchange views with Triodos
Bank’s closest stakeholders, including clients,
depository receipt holders, external relations
and co-workers. The Board of saat also enjoyed
numerous other informal opportunities to meet
people involved in Triodos Bank; among them
a depository receipt issue kick-off event in The
Netherlands.
2009 has once again highlighted the importance
of the constant support of depository receipt
holders for the Bank and its further development.
This will only be possible if depository receipt
holders continue to feel involved in, and
connected to, the Bank and its mission. The
dialogue between Triodos Bank, its Supervisory
Board, the Board of saat and the depository
receipt holders continued during the year,
enjoying considerable success and gathering
momentum. As well as this direct interaction,
media coverage and public discussions
featuring Triodos Bank and its co-workers act
as an important source of information for the
Board. Members of the Board from Belgium,
the uk and Spain are specifically asked to
maintain close contact with the local branches
and their clients and share their informed
perspectives in the meetings of the full Board.
The Board concludes that Triodos Bank
succeeded in effectively carrying out its mission
in 2009. Special thanks go to Triodos Bank’s
co-workers in all departments, and at all levels.
Further growth of the Bank in general, and
growth of the issued capital in particular, will
need an active dialogue between depository
receipt holders and the bank. The Board will
play an important role in these conversations,
TRIODOS BANK - ANNUAL REPORT 2009 151