Dutch Corporate Governance Code

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. 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 The Foundation for the Administration of Triodos Bank Shares (SAAT). 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, because 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 so does not provide for a separate nomination committee and remuneration committee.

Further, Triodos Bank deviates from the Code’s 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 is that Triodos Bank wants 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 Association as a single agenda item if there is a strong degree of interrelatedness between these proposed 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 consists of wages and pension elements only, is shown in the annual report.

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