Dutch Corporate Governance Code

The Dutch Corporate Governance Code (‘the Code’) only applies to organisations whose shares are listed on a regulated market. Even though Triodos Bank’s depository receipts are not listed on any regulated market it chooses to endorse and comply with the principles and best practices of the Code. The full comply-or-explain statement as required under the Code can be accessed at Triodos Bank’s website.

Although Triodos Bank generally complies with the principles and best practices of the Code, it has opted to consciously differ from the Code in several specific instances.

The first deviation relates to voting rights on shares. To secure the continuity of Triodos Bank’s mission and objectives, depository receipt holders cannot exercise voting rights on the underlying shares. Instead these rights are exercised by The Foundation for the Administration of Triodos Bank Shares (SAAT). For the same reason, depository receipt holders cannot make recommendations for appointments of members of the Board of SAAT.

The second instance relates to the term of office for 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 organisation.

The third instance concerns the fact that the Supervisory Board of Triodos Bank does not have separate nomination and remuneration committees, but rather operates an integrated Nomination and Compensation Committee. This is done for practical reasons, given the relatively modest size of Triodos Bank.

Triodos Bank also differs from the Code’s best practice when submitting all proposals to the General Meeting of Shareholders for material amendments to the Articles of Association as separate agenda items. For practical reasons Triodos Bank wants to retain the possibility, at the discretion of the Executive Board and the Supervisory Board, to submit a proposal for multiple amendments to the Articles of Association as one single agenda item when there is a strong degree of interrelatedness between these proposed amendments.

Finally, as it does not have any share plans or option schemes in place, several Code provisions regarding executive remuneration do not apply to Triodos Bank. The total costs for executive remuneration, which consists of wages and pension elements only, is published in the Note 27. Co-worker and other administrative expenses.