Committees of the Supervisory Board

The Supervisory Board has two committees as set out in the Corporate Governance chapter: the Audit and Risk Committee, and the Nomination and Compensation Committee. Both committees met separately throughout the year. Their main considerations and conclusions were shared with the full Supervisory Board.

The composition of the Committees is as follows:

Audit & Risk Committee

  • Ms M.A. Scheltema (Chair)
  • Mr M. Eguiguren Huerta
  • Mr J. Lamers

Nomination and Compensation Commitee

  • Mr M.M. Frank (Chair)
  • Mr H. Voortman

Audit and Risk Committee

During the year, at the request of the Supervisory Board, the Audit Committee decided to broaden its scope and to include responsibility for the supervision of the risk management framework and related activities to its mandate. It has revised its name to the Audit and Risk committee to reflect this change. This committee met on three occasions in 2010 with the Chief Financial Officer as the representative of Triodos Bank’s Executive Board, and with the Head of Internal Audit.

In addition, one meeting was held with the external auditor, without the Executive Board being present. The Audit and Risk Committee reviewed, among other things, Triodos Bank’s overall control framework, the quarterly results, the findings of the Internal Auditor, important accounting decisions and treasury management. An in-depth discussion was held on the topic of the necessary independence of the external auditor, Triodos Bank’s internal regulations and a strategic review of the internal audit effort. The Audit and Risk Committee has been designated to perform the tasks attributed to risk committees by the Banking Code.

Nomination and Compensation Committee

The Nomination and Compensation Committee met on five occasions during the year. This committee supervises the remuneration packages of the Executive Board and monitors the remuneration of senior positions in Triodos Bank. The committee’s activities in this area are limited because Triodos Bank continues not to offer bonus or share option schemes to either its Board members or co-workers.

During 2010 the committee has executed an in depth review of the compensation structure for the members of the Executive Board and Supervisory Board, with the help of an outside consultant. According to the Supervisory Board’s principles and best practices, the same consultant should not be used to review the compensation structure of both Boards. But on this occasion they were, to ensure the policies for both Boards are properly aligned. In addition, the committee had a leading role in the selection process of a new Supervisory Board member and in the selection of the external consultant for the self-evaluation of the Supervisory Board.

The committee prepared the first (two day) session of a permanent education programme for the Supervisory Board and the Executive Board which draws on the expertise of a variety of highly qualified external consultants, including practicing and retired senior bankers, accountants and academics. This permanent education programme serves as implementation of the requirement of creating a lifelong learning programme pursuant to the Banking Code. In 2010 it addressed a number of issues in depth including risk management, the business model, governance as it relates to the Executive and Supervisory Boards in particular, and developments in the wider financial sector.

Zeist, 24 February 2011

Hans Voortman, Chair

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