Triodos Bank's structure protects our mission and identity.
Triodos Bank is an European bank with branches in The Netherlands (Zeist), Belgium (Brussels), the United Kingdom (Bristol), Spain (Madrid) and Germany (Frankfurt). We have a representative office in France. Our head office, and legal address, is located in Zeist, The Netherlands. Triodos Bank is established in the Netherlands according to Dutch law. Its articles of association can be downloaded below.
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 .
The members of the Executive Board have a shared overall responsibility for the management of Triodos Bank. The Executive Board members have a leadership role in strategic development, alignment and ensuring the delivery of the organisation’s goals. They are accountable to the Supervisory Board who appoints them.
Triodos Bank has a Supervisory Board, which monitors Triodos Bank’s business operations and advises and assists the Executive Board, to benefit its business interests. Members of the Supervisory Board are appointed and reappointed by the General Meeting of Triodos Bank, based on recommendations from the Supervisory Board.
The Supervisory Board is composed in such a way that its members are able to act critically and independently, of one another, the Executive Board and any particular interest. The Supervisory Board operates under the Supervisory Board Charter; the Charters of the Supervisory Board Committees, the Profile of the Supervisory Board Membership and the Retirement Schedule of the Supervisory Board are also part of this Charter .
We believe it is crucial that our mission and identity are protected. As a result, 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 the public and institutions. These depository receipts embody the economic aspects of the shares of Triodos Bank. SAAT exercises the voting rights for the Triodos Bank shares. The Board of SAAT’s voting decisions are guided by our goals and mission, business interests, and the interests of the depository receipt holders.
The Board of SAAT is independent, and 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 General Meeting of depository receipt holders.
Triodos Bank is since the establishment in 1980 an independent bank. To ensure the special character and mission of our bank we do not have shareholders but depositary receipts holders. There are more than 31,000 certificate holders and most of them are privately owned. There is also a number of institutional certificate holders with an interest of 3% or more (they are represented in the Corporate Governance chapter of our Annual Report). The voting rights of these large depository receipt holders do not differ from other depository receipt holders. Certificate Holders may never own more than 10% of all certificates issued.
The certificates are not listed on the stock exchange. Instead, Triodos Bank maintains its own platform for trading in depositary receipts. It determines the price of the depository receipts, on a daily basis, using a fixed calculation model that calculates the net asset value (NAV) per depository receipt.
The Board of SAAT, Triodos Bank and its depository receipt holders engage with each other regularly. This happens both informally and formally through meetings like the General Meeting and meetings for depository receipt holders in the countries where Triodos Bank is active. Depository receipt holders are entitled to vote at the General Meeting of depository receipt holders. Each depository receipt holder is limited to a maximum of 1,000 votes. The 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 Executive Board and Supervisory Board.
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). We operate under a banking license issued by the Dutch Central Bank on 30 June 1980. Triodos Bank’s international branches in Brussels, Frankfurt, Bristol and Madrid are authorized to operate by way of an EEA passport under the Banking Directive 2006/48/EC. These branches are also subject to local supervision in respect of their conduct of business by their host state supervisory authorities in respectively Belgium, Germany, the UK and Spain.
- Articles of Association Triodos Bank - 8 June 2015PDF 62.6 KB
- Articles of Association SAAT - 8 June 2015PDF 42.9 KB
- Administrative Conditions SAAT - 8 June 2015PDF 59.4 KB
- Supervisory Board CharterPDF 138.9 KB