Find the principles and practice of Triodos Bank's Corporate Governance here.
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 General Meeting of Triodos Bank, 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 2015, please refer to Statement of the Shares in our Online Annual Report.
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 AGM and meetings for depository receipt holders in the countries where Triodos Bank is active.
Board of SAAT
ms. J.G.J.M. de Zwaan (1963), Chair
Josephine de Zwaan is also a Member and Chair of the Supervisory Board of Stichting Triodos Holding. She 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 (Weleda, Dutch Association of Waldorf Schools, Bureau Promotie Podiumkunsten, Iona Stichting; nowadays she is acting for Hogeschool Leiden, Stichting Vilans, Raphaelstichting). She is a member of the board of Academy for Liberal Arts and the Institute for Positive Health. 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. In 2013 she was also appointed as a Member of the Supervisory Board of Stichting Cito, since 2015 she is chairing this board and vice chairing the board of Cito B.V.
Josephine de Zwaan was first appointed in 2010 and her present term expires in 2020. She is of Dutch nationality and does not own any Triodos Bank depository receipts.
ms. M.E. van Boeschoten (1946)
Marjatta van Boeschoten was a member of Triodos Bank Supervisory Board from 2001 to 2009. She was a lawyer of the Supreme Court in England for seven years before becoming a management development consultant. She is Director of Phoenix Consultancy and has worked with large organisations in the public and private sectors in the UK and internationally. She is on the Advisory Board of Neuguss Verwaltungsgesellschaft and is General Secretary of the Anthroposophical Society in Great Britain.
Marjatta van Boeschoten was first appointed to the SAAT Board in 2009 and her present term expires in 2018. Her nationality is British and she owns 1 Triodos Bank depository receipt.
ms. S. Castañeda Elena (1974)
Sandra Castañeda Elena is currently Senior Advisor Sustainability at Inditex S.A. (owner of Zara). She has helped integrate environmental and social criteria into the business strategies of companies and academic institutions, in different positions since 2005. She is a Member of the Supervisory Board of Stichting Triodos Holding since 2014. Previously, she was part of the core team setting up Triodos Bank in Spain.
Sandra Castañeda Elena was first appointed in 2013 and her present term expires in 2020. She is of Spanish nationality and owns 53 Triodos Bank depository receipts
mr. F.A. 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 Supervisory Board of Stichting Triodos Holding, and a Member of the Supervisory Board of Boss Paints NV and of the Hélène De Beir Foundation. Frans de Clerck has been awarded the Citizenship Price 2015 by the Belgian P & V Foundation.
Frans de Clerck was first appointed in 2010 and his present term expires in 2020. He is of Belgian nationality and owns 211 Triodos Bank depository receipts.
mr. L.W. Lageweg (1951)
Willem Lageweg (1951) was CEO of MVO Netherlands, a centre of excellence which encourages corporate social responsibility in entrepreneurs. In addition, besides holding a number of administrative, supervisory and advisory positions, including at the Louis Bolk Institute, Women on Wings, Close the Gap, and the Institute for Positive Health, he is a member of the Dutch Social and Economic Council’s Committee on International Corporate Social Responsibility. Prior to that he worked for Rabobank Netherlands where he held various positions such as spokesperson & Communications Director, Director of Cooperation and Project Director for Major Cities. He began his career at the National Cooperative Council for Agriculture and Horticulture.
Willem Lageweg was first appointed in 2016 and his present term expires in 2020. He is of Dutch nationality and owns 170 Triodos Bank depository receipts.
mr. M.E. Nawas (1964)
Mike Nawas (1964) is co-founder of Bishopsfield Capital Partners Ltd (BCP), a financial consultancy based in London. He has been affiliated with Nyenrode Business University in The Netherlands as Associate Professor Financial Markets since 2011. Prior to that he worked at ABN AMRO Bank for twenty years in various positions, including from 2005 as group director worldwide responsible for helping clients access the credit markets via loans, bonds or structured finance. Since 2013 he has been Chair of the Academy for Liberal Arts, an organization focused on philosophical development and ethical involvement of experienced professionals in The Netherlands.
Mike Nawas was first appointed in 2014 and his present term expires in 2017. He is of Dutch and US nationality and does not own any Triodos Bank depository receipts.