Corporate governance

Triodos Business Principles, the Dutch Corporate Governance Code and the Banking Code

At Triodos Bank our business principles guide us in carrying out our mission. You can download these principles, which have been drawn up in consultation with the Board of SAAT and the Supervisory Board.

The Dutch Corporate Governance Code (‘The Code’) does not apply directly to Triodos Bank, as our depository receipts are not listed on any regulated market. Nevertheless, we endorse the principles of the Dutch Corporate Governance Code. As of 1 January 2010, Triodos Bank reports on the basis of the revised Code as published on 10 December 2008. The full comply-or-explain statement as required under the Code can be downloaded below.

In general, Triodos Bank complies with the principles and best practices of the Code. But we have made a well-considered decision to deviate from specific points. The first deviation relates to voting rights on shares.

Our five deviations from the Code

To protect our mission and objectives, depository receipt holders are not allowed to exercise voting rights on the underlying shares, which are instead exercised by 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. We do not limit this to a period of four years, as we believe this would not serve the long term development of the company.

Our third deviation from the Code relates to the fact that the Supervisory Board of Triodos Bank has an integrated Nomination and Compensation Committee and thus does not provide for a separate nomination and remuneration committees. 

In addition, Triodos Bank deviates from the Code best practice of submitting all proposals for material amendments to the Articles of Association to the General Meeting of Shareholders as separate agenda items. This is because we wish to retain the possibility, to be exercised at the discretion of the Executive Board and the Supervisory Board, of submitting a proposal for multiple amendments to the Articles of Association as a single agenda item, if there is a strong degree of inter-relatedness between these proposed amendments.

Finally, a number of provisions of the Code regarding executive remuneration do not apply to Triodos Bank, as we do not have any share plans or option schemes. The total costs for executive remuneration, which consist of simple wages and pension elements only, is shown in the annual report.

Implementing the new Dutch Banking Code

On September 9, 2009, the Dutch Bankers’ Association (NVB) published the Banking Code, which contains a number of best practices aimed specifically at banks. The Banking Code came into force on 1 January 2010, and therefore first applies to the financial year 2010.

We are currently in the process of implementing the substantive best practices in our internal organisation and we have also taken the necessary steps to ensure compliance at the operational level. You can find more details on the implementation in the ‘Supervisory Board Annual Report’ and the ‘Risk Management and Compliance’ sections.

How we are supervised?

Triodos Bank is supervised by DNB (the Dutch Central Bank) and AFM (The Netherlands Authority for the Financial Markets), as well as by the regulatory authorities in Belgium, the UK, Spain and Germany in respect of local matters.