The meaning of Corporate Governance to Triodos Bank.
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). We have a representative office in France. Our head office, and legal address, is located in Zeist, The Netherlands.
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). 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.
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:
- Depository receipt holders
- Supervisory Board
- Executive Board
- Stichting Triodos Holding
- Stichting Triodos Foundation
- Corporate Documents
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. Read more about the members of the Board of SAAT and the Board of SAAT report in our Annual Report.
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.
No depository receipt holder may hold more than 10% of all depository receipts that are issued. An overview of institutions with a participating interest of 3% or more can be found in the Corporate Governance chapter of the Annual Report. The voting rights of these large depository receipt holders do not differ from other depository receipt holders.
Triodos Bank depository receipts are not listed on any 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.
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.
Triodos Bank Executive Board
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.
Stichting Triodos Holding is legally separate, but organisationally related to Triodos Bank. It is a 100% shareholder of Triodos Ventures BV, an investment fund for higher risk and strategically important 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 BV are made up of the Statutory Directors of Triodos Bank. Stichting Triodos Holding has a Supervisory Board appointed on the recommendation of the Board of SAAT.
Stichting Triodos Foundation is a sister institution of Triodos Bank, that is legally separate, but organisationally related to it. Currently, the Board of Management of Stichting Triodos Foundation is made up of Triodos Bank co-workers. It makes donations that are granted to initiatives that help Triodos Bank to deliver its sustainable goals. Similar foundations have been set up in Belgium, the UK and Spain. Read more about Triodos Foundation in the Netherlands.
For an overview of our various Corporate Documents and other relevant internal regulations see below:
- Articles of Association Triodos Bank
- Articles of Association SAAT
- Terms of Administration SAAT
- Extract of the International Remuneration & Nomination Policy
- Policy on External Auditors Independence
Or download the Supervisory Board Charter including:
- Charters Supervisory Board Committees - Annex C and D
- Supervisory Board Retirement Schedule - Annex B
- Supervisory Board profile - Annex A