Governance Structure

Principles, values and objectives come first

Triodos Bank is a European bank with branches in The Netherlands (Zeist), Belgium, (Brussels), the United Kingdom (Bristol), Spain (Madrid) and Germany (Frankfurt). Our head office is located in Zeist, The Netherlands. 

Supervision

The activities carried out by Triodos Bank are subject to supervision exercised by the Dutch Central Bank (De Nederlandsche Bank) and by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten). In addition, we are supervised by the regulatory authorities in Belgium, the UK, Spain and Germany with respect to local matters.

To safeguard our principles, values and objectives, Triodos Bank has been structured and is managed in such a way as to ensure we can achieve our mission .

Find out more about:

• SAAT
• Depository receipt holders
• Supervisory Board
• Executive Board and Statutory Directors
• Stichting Triodos Holding
• Stichting Triodos Foundation
• Corporate Documents

SAAT, the foundation for the administration of Triodos Bank shares

We believe it is crucial that our mission and unique identity are safeguarded. To do so, all Triodos Bank’s shares are held in trust by SAAT, the Foundation for the Administration of Triodos Bank Shares. SAAT then issues depository receipts for Triodos Bank shares to both the public and institutions. These depository receipts embody the economic aspects of the shares of Triodos Bank NV. In addition, SAAT exercises the voting rights for the Triodos Bank NV shares. The Board of SAAT’s voting decisions are of course guided by our ethical goals and mission, business interests, and the interests of the depository receipt holders.

The Board of SAAT is independent, but plays an important role in maintaining the integrity 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 of SAAT are appointed by, and report to, the Annual General Meeting of Depository Receipt Holders. Read more about the members of the Board of SAAT  and the Board of SAAT report in the Annual Report (page 119).

Depository receipt holders

Depository receipt holders are entitled to vote at the Annual General Meeting of depository receipt holders. Each depository receipt holder is limited to a maximum of 1,000 votes. The Annual General Meeting of depository receipt holders appoints the members of the Board of SAAT, based on its recommendations. These recommendations must be approved by Triodos Bank’s Statutory Directors and Supervisory Board. No depository receipt holder may hold 10% or more of all depository receipts that are issued.

Below please find an overview of institutions with a participating interest of 3% or more.
The voting rights of these large depository receipt holders do not differ from other depository receipt holders.

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).

Triodos Bank depository receipts are not listed on any stock exchange. Instead, we maintain an internal market.

Triodos Bank Supervisory Board

Triodos Bank is subject to the statutory two-tier board structure ('structuurregime'), having an  Executive Board and a Supervisory Board.The Supervisory Board monitors our business operations, and advises and assists the Executive Board, to benefit its business interests.

New members of the Supervisory Board are appointed by the Annual General Meeting of shareholders, based on recommendations from the Supervisory Board. The Supervisory Board is composed in such a way that its members are able to act independently, both from one another and the Executive Board. The Supervisory Board is also organised so that members are independent of any other particular or partial interest that relates to the bank. It is made up exclusively of outside directors. Read more about the members of Triodos Bank Supervisory Board . The Supervisory Board operates under the Supervisory Board Rules (which you can download here); the Rules of the Supervisory Board Committees, the Profile of the Supervisory Board Membership and the Retirement Schedule of the Supervisory Board are also part of these rules.

Triodos Bank Executive Board and Statutory Directors

The daily management of Triodos Bank lies with the Executive Board. It consists of the Statutory Directors and one or more managers appointed by the Statutory Directors. The Statutory Directors are formally responsible for the management of Triodos Bank and are appointed by the Supervisory Board.

Read more about the members of Triodos Bank Executive Board .

Stichting Triodos Holding

Stichting Triodos Holding is legally separate but organisationally related to Triodos Bank NV. It is a 100% shareholder of Triodos Ventures BV, an investment fund for higher risk yet strategically important new activities that reflect Triodos Bank’s mission and activities. The Board of Management of Stichting Triodos Holding and the Board of Management of Triodos Ventures consist of Statutory Directors of Triodos Bank. Stichting Triodos Holding has a Supervisory Board appointed on the recommendation of the Board of SAAT.

Stichting Triodos Foundation

Stichting Triodos Foundation is a sister institution of Triodos Bank NV, that is legally separate, but organisationally related to it. Currently, the Board of Management of Stichting Triodos Foundation is made up of Triodos Bank NV co-workers. It makes donations to initiatives that support the realisation of the Triodos Bank ethical goals. Similar foundations have been set up in Belgium, the UK and Spain. Read more about Triodos Foundation in the Netherlands. 

Corporate Documents

For an overview of our Corporate Documents and other relevant internal regulations please refer to the documents on this website:

• Key Figures , including financial report
• AGM , including minutes
• Prospectuses
• Articles of Association and Administrative Conditions

Or download the Supervisory Board Rules including:

• Rules Supervisory Board Committees - Annex C and D
• Supervisory Board Retirement Schedule - Annex A
• Supervisory Board profile - Annex B