Board of SAAT report

The Stichting Administratiekantoor Aandelen Triodos Bank
(Foundation for the Administration of Triodos Bank Shares)

Statement of institutions with a participating interest of 3% or more

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in percentage

2010

2009

 

 

 

Delta Lloyd Levensverzekering NV

6.7

7.3

Stichting Grafische Bedrijfspensioenfondsen

5.1

5.4

Coöperatieve Centrale Raiffeisen-Boerenleenbank BA

4.8

5.3

Stichting Pensioenfonds ABP

4.7

5.1

Friesland Bank NV

4.6

5.1

NAGRON Nationaal Grondbezit BV

4.0

4.5

Beheersmaatschappij Breesaap

3.2

3.5

PGGM Pensioenfonds Z&W

3.1

3.5

 

 

 

The above institutions are the largest of the total of 12 (2009: 13) institutions that have a participating interest of at least 1%. Their total participating interest is 41.9% (2009: 46.8%).

Origin and objective

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 Triodos Bank’s equity. The depository receipts for shares are registered and non-exchangeable. Voting rights are exercised by the Board of SAAT at the Triodos Bank Annual General Meeting, where it acts as the shareholder.

This structure was chosen to protect Triodos Bank’s identity and mission. The developments in the economy and financial markets have demonstrated the value and prudence of Triodos Bank’s sustainable approach to banking – lending only to ethical organisations working in the real economy.

Apart from the formal position of SAAT and its role, it is clear that the best protection of Triodos Bank lies in its leadership remaining solidly in the hands of qualified directors and supervisors; directors and supervisors who lead the process of growth and development of the bank firmly based on its values and its mission. In view of this SAAT has the right to vote in favour or against the appointment of the members of the Supervisory Board in its role as sole shareholder of Triodos Bank NV. SAAT voted in favour of the appointment of Ms. Carla van der Weerdt as member of the Supervisory Board in 2010.

Board

The Board is guided by the ethical objectives of Triodos Bank as contained in its Articles of Association and formulated in the mission statement. The Board is independent, and plays an important role in maintaining the mission and independence 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 members of the Board are appointed by the Annual General Meeting of Depository Receipt Holders. It is agreed that they in principle can serve on the Board for a maximum of four periods of three years. The present composition of the Board can be found in Biographies.

The remuneration and compensation for travel time of the members of the Board of Trustees of SAAT can be found in the Annual Accounts.

Responsibility

The responsibility of SAAT and its Board covers three key areas:

  • to preserve the mission of Triodos Bank
  • to ensure the independence and integrity of Triodos Bank
  • to guard and administer the economic rights of the depository receipt holders and to pass on any returns on the investment in shares to them.

Activities

The Board met with the Executive Board four times during 2010, and also took part in meetings with members of the Supervisory Board and Triodos senior management to discuss the Bank’s role in society. During the meetings of the Board, the general state of affairs within Triodos Bank was discussed from the perspective of how it implements its mission: encouraging real awareness of money matters as a means to achieve social renewal. Other issues discussed included what it means to be a sustainable shareholder and the effects of the credit crisis and general economic developments on Triodos Bank.

The Board of SAAT meets with Triodos Bank’s Executive Board and attends customer days in the countries where Triodos Bank is active, and its directors attend other public meetings, to gain an insight into how the Bank handles such issues in practice, and to maintain and strengthen the connection to its mission. The development and continuing growth of Triodos Bank requires an active Board. During visits to the branches in Belgium, Spain 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. Many other formal and informal occasions offered opportunities to exchange views with Triodos Bank’s closest stakeholders, including clients, depository receipt holders, external relations and co-workers. For example, a day’s visit was made to the Zonnehoeve in Flevoland in The Netherlands – one of Triodos Bank’s long time clients in the field of bio-dynamic agriculture – together with members of the Supervisory Board and senior management of Triodos Bank. The event provided an opportunity to discuss aspects of agriculture and food production and the possible role Triodos Bank might play in this field.

Commitment

The importance of the constant support of depository receipt holders is essential for Triodos Bank and its further development. This will only be possible if depository receipt holders continue to feel involved in, and connected to, Triodos Bank and its mission.

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. For the time being information about developments in Germany are shared with the Board by the Executive Board.

On the basis of the information available to SAAT the Board concludes that Triodos Bank succeeded in effectively carrying out its mission in 2010. Special thanks go to Triodos Bank’s co-workers in all departments, and at all levels for this effort. Further growth of Triodos Bank in general, and growth of the issued capital in particular, will need a continuing active dialogue between depository receipt holders and the bank. The Board likes to see that these conversations take place and help make sure that we combine both growth and increased impact, with a strong mission. To do this the Board will in the near future look for new, younger members and a healthy balance of men and women.

Developments

The Board wants to ensure its composition matches Triodos Bank’s needs as it develops. Needless to say that the Board needs to adapt the way it is working accordingly. To achieve this the Board has been working to redefine its role and working practises in 2010, in line with the Executive and Supervisory Boards.

SAAT is an independent foundation but at the same time it is part of the governance structure of Triodos Bank. It needs to develop as Triodos Bank grows in size and social impact. So a process of repositioning and strengthening of SAAT was started during the year. To this end Ms. Josephine de Zwaan, who is a lawyer by profession, and former Triodos Bank director Frans de Clerck joined the Board of SAAT in 2010.

Even more than in the past SAAT intends to achieve a more visible position, and actively exercise its responsibilities as outlined earlier in this report. At the same time it recognises the importance of impact in areas like evaluating Triodos Bank’s lending and investment policy and transparency, and effectiveness in delivering social renewal and sustainable development.

Due to his health SAAT Chairman Jan Nijenhof was unable to take part in the activities of the Board in 2010. In December he decided to step back from this role, with effect from 1 January 2011, and asked Max Rutgers van Rozenburg, with the full consent of the fellow members of the Board, to chair the Board. Mr Rutgers van Rozenburg had already taken on this responsibility as vice chairman during the Chairman’s absence, and took on the Chairmanship role formally on 1 January 2011. Under his leadership a revision of the Board’s way of working was started.

Jan Nijenhof remains on the Board to work with the other members of the Board on the further development of its working processes and to contribute to the execution of its tasks. His present term ends in 2011 and he is seeking re-election as a Board member for another three year period.

The Board of SAAT fully supports his re-election. Jan Nijenhof is a committed and able Board member and since his election to the Board in 2005 acquired a great deal of knowledge about, and experience with, Triodos Bank. His expertise is of great value to SAAT and it is very much appreciated that he is willing to work inside SAAT for another three year period.

Zeist, 24 February 2011

On behalf of the Board,

Max Rutgers van Rozenburg, Chair

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