Triodos Bank’s international remuneration and nomination policy applies to all co-workers. The highlights of the policy are described below. The execution of and reporting on the remuneration policy and practices for the Executive Board and Supervisory Board are described in the subsequent sections.

International Remuneration and Nomination policy

The International Remuneration and Nomination Policy is based on the principle of human dignity and aims to enhance social coherence within the organization. The remuneration policy within Triodos Bank is gender neutral. Furthermore, the same terms and conditions of employment apply to all co-workers in line with national legislation. The policy incorporates the Regulation of the Dutch Central Bank on Sound Remuneration Policies, the EBA Guidelines on Sound Remuneration Policies, EBA Guidelines on remuneration of sales staff and GRI standards for sustainability reporting. In our view remuneration enables co-workers to earn a decent living and to contribute to the organization and society at large. Triodos Bank believes in the intrinsic motivation of its co-workers to contribute to our mission and to work according to our corporate values. The richness of the contribution of each co-worker cannot be translated into a linear, financial incentive.

Triodos Bank operates in the financial sector. Therefore its remuneration practice needs to be within the scope of what is expected in the financial sector. It allows for a healthy in- and outflow of co-workers. At the same time Triodos Bank maintains a relatively low ratio between the lower and higher level of salaries paid. Variable components are modest and discretionary and are not an incentive to favour the co-workers’ or the bank’s own interest to the detriment of the Triodos Bank’s customers. This all contributes to a strong sense of being jointly responsible for realizing the mission of Triodos Bank.

This International Remuneration and Nomination Policy has been revised in 2019 and was approved by the Supervisory Board on 14 November 2019.

The remuneration paid to the members of the Executive Board is set by the Supervisory Board upon advice of the Remuneration Committee. The basic principles of the Triodos Bank remuneration system are taken into account.

The remuneration paid to Supervisory Board members and members of the Foundation for the Administration of Triodos Bank Shares (SAAT) Board is set at the Annual General Meeting and the Annual Meeting of depository receipt holders respectively. 

Key elements of Triodos Bank's international remuneration policy are:

  • Triodos Bank does not offer bonus or share option schemes to either members of the Executive Board, the Supervisory Board, the Board of SAAT nor to co-workers. Financial incentives are not considered an appropriate way to motivate and reward co-workers in a values-based bank. In addition, sustainability is by its very nature the result of a combined effort by team members aimed at both the short and long term.
  • Triodos Bank may provide additional individual "Tokens of Appreciation”. These Tokens of appreciation are very limited and discretionally decided and are maximum one months’ salary with a maximum of EUR 10,000 gross a year. These contributions are for extraordinary achievements and are at the discretion of management after consultation with Human Resources. Such a token is not based on pre-set targets, and always offered in retrospect. The Tokens of Appreciation are subject to claw back arrangements. The members of the Executive Board are excluded from these awards.
  • An annual, collective token of appreciation can be paid for the overall achievements and contribution of all co-workers. This very modest amount is the same, for all co-workers with a maximum of € 500 gross for each co-worker. This can be paid in cash or in Triodos Bank N.V. depository receipts. For 2019 no collective end-of-year token of appreciation was awarded. This amount is equal for all co-workers whether they work full-time or part time and pro-rata if not in service throughout the whole year. The members of the Executive Board refrain from this award.
  • Severance payments should be modest and should never reward failure or misconduct. Severance payments to members of the Executive Board do not exceed one year’s salary.

More details on the Triodos Bank remuneration policy are available on the www.triodos.com (https://www.triodos.com/governance#corporate-governance).

Remuneration report

The table below provides the loans that have been granted to the members of the Executive Board.

 

2019

2018

in thousands of EUR

Amount outstanding

Average interest rate

Repay­ments

Amount outstanding

Average interest rate

Repay­ments

Pierre Aeby

125

2.2%

125

2.2%

Jellie Banga

433

1.7%

31

464

1.7%

32

No other loans, advances or guarantees have been granted to members of the Executive Board, Supervisory Board members or members of Board of SAAT. For reasons of principle, no share option scheme is offered to members of the Executive Board, Supervisory Board members or members of Board of SAAT.

Remuneration paid to the Executive Board

The remuneration paid to the members of the Executive Board is as follows:

in thousands of EUR

2019

2018

1

In consultation with the Supervisory Board, Pierre Aeby stepped down from his position as a Member of the Executive Board of Triodos Bank N.V. on 18 May 2019. A severance payment of 100% of his yearly salary was granted. This is in line with applicable regulations. The severance pay has been charged to the 2019 financial year.

Fixed salary expenses

803

805

Pension expenses

73

81

Pension allowance for salary above EUR 100.000

115

123

Private use company car

4

11

Social security expenses

41

40

Severance payment1

263

 

1,299

1,060

The salary expenses of the Executive Board may be broken down as follows:

in thousands of EUR

2019

2018

1

The Executive Board membership for Carla van der Weerdt has started on 18 May 2019 and the amount of 2019 includes her compensation earned as from 18 May 2019 until 31 December 2019.

2

The Executive Board membership for Pierre Aeby ended on 18 May 2019 and the amount of 2019 includes his compensation earned in the capacity as a Board Member of Triodos Bank N.V. until 18 May 2019. After his Board Membership at Triodos Bank N.V. Pierre Aeby continues as advisor until 1 september 2019 to facilitate the transition to the new CFO. His salary level for that period equals his former salary as CFO. His employment agreement with Triodos Bank N.V. ends on 1 September 2020. During this last year he fulfills dedicated roles, assignments and activities on behalf of the Executive Board and is remunerated accordingly.

Peter Blom, Chair

312

304

Pierre Aeby2

101

257

Jellie Banga

250

244

Carla van der Weerdt1

140

 

803

805

Remuneration paid to the Supervisory Board

The remuneration paid to the Supervisory Board members is as follows:

 

2019

2018

Amounts in EUR

Base Remuneration

Committees Remuneration

Compensation for travel time

Total

Total

Aart de Geus (Chair)

28,099

3,871

31,970

30,000

Fieke van der Lecq (Vice-Chair)

19,046

6,871

1,000

26,917

23,500

Ernst-Jan Boers

19,046

5,215

2,000

26,261

25,750

Sebastien d’Hondt (as per 13 December 2019)

1,041

260

1,000

2,301

Mike Nawas
(as per 17 May 2019)

12,466

3,116

15,582

Dineke Oldenhof
(as per 18 May 2018)

19,046

3,621

22,667

14,667

Gary Page
(until 18 May 2019)

6,676

1,526

5,000

13,202

31,500

Udo Philipp (until 28 February 2019)

2,917

500

1,000

4,417

30,500

Carla van der Weerdt
(until 12 April 2019)

4,950

1,414

6,364

23,500

 

113,287

26,394

10,000

149,681

179,417

The Supervisory Board remuneration has been adjusted as per the date of the Annual General Meeting 2019. The aim is to achieve a fair remuneration that does justice to the effort made, that is well balanced with the interests of other stakeholders of Triodos Bank and is in line with remuneration policy for Triodos Bank co-workers. The increased complexity of the financial sector and the growth of Triodos Bank requires more and more time from the Supervisory Board. The role and responsibility of supervisory bodies have been greatly expanded and the time taken for a member of the Supervisory Board to execute their duties has increased accordingly in recent years. The remuneration of the Supervisory Board has not been adjusted in the past seven years and can no longer be considered adequate.

The following fees apply (per annum):

  • EUR 17,500 Member of the Supervisory Board, EUR 20,000 as per 17 May 2019;
  • EUR 25,000 Chair of the Supervisory Board, EUR 30,000 as per 17 May 2019;
  • EUR 4,000 Member of the Audit and Risk Committee, EUR 5,000 as per 17 May 2019;
  • EUR 5,000 Chair of the Audit & Risk Committee; EUR 6,000 as per 17 May 2019
  • EUR 3,000 Member of the Nomination and Compensation Committee, EUR 4,000 as per 17 May 2019*;
  • EUR 4,250 Chair of the Nomination and Compensation Committee, EUR 5,000 as per 17 May 2019*.

Supervisory Board members who travel to a meeting outside their home country receive EUR 1,000 per return travel (to a maximum of EUR 12,000 per annum) as compensation for travelling time.

* As per 1 July 2019 the NCC is split in a Remuneration Committee and a Nomination Committee.

The remuneration is also split per 1 July 2019:

  • EUR 2,500 Chair Remuneration Committee;
  • EUR 2,000 Member Remuneration Committee;
  • EUR 2,500 Chair Nomination Committee;
  • EUR 2,000 Member Nomination Committee.

Remuneration of the Board of SAAT

The remuneration for the members of the Board of the Foundation for the Administration of Triodos Bank Shares, is as follows:

 

2019

2018

Amounts in EUR

Remu­neration

Compen­sation for travel time

Total

Total

Josephine de Zwaan (Chair)

10,000

5,000

15,000

15,000

Willem Lageweg (Vice-Chair)

7,000

7,000

8,000

Marjatta van Boeschoten
(until 18 May 2018)

5,917

Frans de Clerck (until 18 May 2018)

4,917

Mike Nawas (until 23 April 2019)

2,167

1,000

3,167

14,000

Koen Schoors

7,000

7,000

14,000

15,000

Nikolai Keller (as per 18 May 2018)

7,000

8,000

15,000

7,667

Mercedes Valcarel (as per 17 May 2019)

4,667

4,000

8,667

 

37,834

25,000

62,834

70,501

The following fees apply (per annum):

  • EUR 7,000 Member of the Board of SAAT;
  • EUR 10,000 Chair of the Board of SAAT;

Board of SAAT members who travel to a meeting outside their home country receive EUR 1,000 per return travel (to a maximum of EUR 12,000 per annum) as compensation for travelling time.