TlB Annual Report 2009 - Triodos Bank

Bank’s mission and activities. The Board of
Management of Stichting Triodos Holding and
the Board of Management of Triodos Ventures
are made up of the Statutory Directors of
Triodos Bank. Stichting Triodos Holding has a
Supervisory Board appointed on the recommendation
of the Board of saat.
STICHTING TRIODOS FOUNDATION
Stichting Triodos Foundation is a sister institution
of Triodos Bank nv that is legally separate
but organisationally related to it. Currently, the
Board of Management of Stichting Triodos
Foundation is made up of Triodos Bank nv
co-workers. It makes donations that are granted
to initiatives that help Triodos Bank nv to
deliver its ethical goals. Similar foundations
have been set up in Belgium, the uk and Spain.
TRIODOS BUSINESS PRINCIPLES, THE DUTCH
CORPORATE GOVERNANCE CODE AND THE
BANKING CODE
Triodos Bank uses its business principles to
help it carry out its mission. These business
principles have been drawn up in consultation
with the Board of saat and the Supervisory
Board.
The Dutch Corporate Governance Code (‘The
Code’) does not apply directly to Triodos Bank
nv, as Triodos Bank’s depository receipts are
not listed on any regulated market. Nevertheless,
Triodos Bank endorses the principles of
the Dutch Corporate Governance Code. As of
January 1, 2010, Triodos Bank reports on the
basis of the revised Code as published on
December 10, 2008. The full comply-or-explain
statement as required under the Code can be
accessed at Triodos Bank’s website.
Triodos Bank generally complies with the
principles and best practices of the Code.
However, it has also made a well-considered
decision to deviate from specific points. The
first deviation relates to voting rights on shares.
To protect Triodos Bank’s mission and objectives
as much as possible, depository receipt holders
are not allowed to exercise voting rights on the
underlying shares, which are instead exercised
by saat, as outlined above. Also, depository
receipt holders cannot make recommendations
for appointments of members of the Board of
saat. The second deviation relates to the term
of office of the Statutory Directors. This term is
not limited to a period of four years, as Triodos
Bank feels that this would not serve the long
term development of the company. The third
deviation relates to the fact that the Supervisory
Board of Triodos Bank has an integrated
Nomination and Compensation Committee and
thus does not provide for a separate nomination
committee and remuneration committee.
Further, Triodos Bank deviates from the Code
best practice to submit all proposals to the
General Meeting of Shareholders for material
amendments to the Articles of Association
separate agenda items. The reason for this
deviation is that Triodos Bank wishes to retain
the possibility, to be exercised at the discretion
of the Executive Board and the Supervisory
Board, to submit a proposal for multiple
amendments to the Articles of Asso ciation as a
single agenda item if there is a strong degree of
interrelatedness between these pro posed
amendments. Finally, a number of provisions
of the Code regarding executive remuneration
do not apply to Triodos Bank, as it does not
have any share plans or option schemes. The
total costs for executive remuneration, which
consist of simple wages and pension elements
only, is shown in the annual report.
On September 9, 2009, the Dutch Bankers’
Association (nvb) published the Banking Code,
which contains a number of best practices
aimed specifically at banks. The Banking Code
has come into force as of January 1, 2010, and
will thus first be applicable regarding the financial
year 2010. Triodos Bank is currently in the
process of implementing the substantive best
practices in its internal organisation and it has
also undertaken the necessary steps to ensure
compliance at the operational level. More
details regarding the implementation can be
found in the ‘Supervisory Board Annual
Report’ and the ‘Risk Management and
Com pliance’ sections.
Triodos Bank’s business principles can be
found at www.triodos.com.
SUPERVISION
Triodos Bank is supervised by dnb (the Dutch
Central Bank) and afm (The Netherlands
Authority for the Financial Markets), as well as
by the regulatory authorities in Belgium, the uk,
Spain and Germany in respect of local matters.
62 TRIODOS BANK - ANNUAL REPORT 2009