The principles of the Corporate Governance.
Foundation for the Administration of Triodos Bank Shares
The share capital of Triodos Bank has been entrusted to the independent Foundation for the Administration of Triodos Bank Shares (Stichting Administratiekantoor Aandelen Triodos Bank (SAAT)). To finance the shares, SAAT issues depository receipts. Depository receipt holders benefit from the economic rights associated with these shares, such as the right to dividends, but do not exercise any control related to them. Control rights are vested in the SAAT. In exercising its voting right at the Annual General Meeting of Shareholders, the Board of SAAT upholds the following principles:
- safeguarding Triodos Bank’s mission;
- safeguarding Triodos Bank’s independence;
- safeguarding the economic interests of the depository receipt holders, which relates to Triodos Bank’s continuity and profitability, dividends, and the development of the value of depository receipts. The Board of SAAT aims to align the economic interests of its depository receipt holders and Triodos Bank’s mission, for their mutual benefit. This is reflected by the following stipulations in SAAT’s administrative conditions:
The foundation shall independently exercise the voting rights attached to the shares owned by it. In doing so, it shall be guided by the interests of the depository receipt holders and the interests of the Bank, as well as by the principles expressed in the objects of the Bank. For an overview of the shares taken in trust and the issued depository receipts of Triodos Bank, as at 31 December 2012, please refer to page 139 of the annual report 2012.
Board of SAAT
mr. L.M. Rutgers van Rozenburg (1947), Chair
Max Rutgers van Rozenburg is also a Member of the Board of Stichting Triodos Holding. He is Managing Director of Human Engineering BV, a firm for interim management. He is appointed regularly by the Dutch Judiciary and the Supreme Court as chair of a supervisory board or as statutory managing director of a company. He is also Chair of the Supervisory Board of Biodynamic Farmland Foundation, Chair of the Board of the Kingfisher Foundation for Phenomenology and Goethean Science.
Max Rutgers van Rozenburg was first appointed in 1998 and his present term expires in 2013. He is of Dutch nationality and owns 346 Triodos Bank depository receipts.
ms. M.E. van Boeschoten (1946)
Marjatta van Boeschoten was previously on the Triodos Bank Supervisory Board from 2001 to 2009. She was a lawyer of the Supreme Court in England for seven years and then became a management development consultant. She is Director of Phoenix Consultancy and works with large organisations in the public and private sectors in the UK. She is on the Board of the Stichting Klaverblad.
Marjatta van Boeschoten was first appointed in 2009 and her present term expires in 2015. She is of British nationality and owns one Triodos Bank depository receipt.
mr. F. de Clerck (1945)
Frans de Clerck is a co-founder of Triodos Bank Belgium (1993) and a former Member of the Executive Board of Triodos Bank NV. He is a Member of the Board of Stichting Triodos Holding, Boss Paints NV, the Hélène De Beir Foundation and chair of the Supervisory Board of De Foyer vzw in Belgium.
Frans de Clerck was first appointed in 2010 and his present term expires in 2013. He is of Belgian nationality and owns six Triodos Bank depository receipts.
mr. L.A. Espiga Gonzalez (1950)
Luis Espiga is the President of Triform Institute and a Consultant in Organisations Development and Human Resources, in Spain.
Luis Espiga was first appointed in 2007 and his present term expires in 2013. He is of Spanish nationality and owns 44 Triodos Bank depository receipts.
mr. J.T.M. Nijenhof (1945)
Jan Nijenhof is also a Member of the Board of Stichting Triodos Holding. He was Coordinating Vice President of the District Court of Haarlem until 1 April 2010. He has been a substitute judge in the same court and in the District Court Oost Brabant ever since. Jan Nijenhof is also a Member of the Appeals Tribunal for Higher Education.
Jan Nijenhof was first appointed in 2005 and his present term expires in 2014. He is of Dutch nationality and does not own any Triodos Bank depository receipts.
ms. J.G.J.M. de Zwaan (1963)
Josephine de Zwaan was a lawyer for more than thirteen years, specialising in major real estate projects. During the last five years of that period, she was a member of the partnership (CMS) Derks Star Busmann, where she was in charge of a team of real estate lawyers. Although no longer acting as a lawyer, she is still involved in this firm as an advisor to the board. Since 2000 she has acted in administrative and supervisory roles in education, health care and culture in particular. In 2009 Josephine de Zwaan was appointed Arbitrator for the Arbitration Tribunal Foundation for Health Care and Member of the Governance Committee of the Arbitration Board for Health Care.
Josephine de Zwaan was first appointed in 2010 and her present term expires in 2013. She is of Dutch nationality and does not own any Triodos Bank depository receipts.