Our business principles

We are committed to:

Our business principles guide us in carrying out our mission. They provide the framework that supports not only our strategic future, but also the code of conduct that underlies our day-to-day business operations.

Promoting sustainable development considering the social, environmental and financial impact of everything we do.
Respecting and obeying the law in every country where we do business.
Respecting human rights of individuals, and within different societies and cultures; supporting the aims of the United Nation’s Universal Declaration of Human Rights.
Respecting the environment doing all we can to create and encourage positive environmental impact.
Being accountable to all our stakeholders for all our actions.
Continuous improvement - always looking for better ways of doing things in every area of our business.

The members of the Executive Board

Jeroen Rijpkema (1960)

CEO

Jeroen Rijpkema has been a statutory member of the Executive Board of Triodos Bank N.V. since 21 May 2021 and is Chair of this Board. He is also member of the Board of Stichting Triodos Holding. Jeroen is a member of the Board of the Dutch Banking Association. In addition, he is a Board member of Stichting Social Finance NL and Stichting Graaf Carel van Lynden.

Jeroen is of Dutch nationality and owns 315 Triodos Bank depository receipts.

Kees van Kalveen (1971)

CFO

Kees van Kalveen has been a statutory member of the Executive Board and Chief Financial Officer of Triodos Bank N.V. since 25 January 2023.

Kees van Kalveen is of Dutch nationality and does not hold any Triodos Bank depository receipts.

Marjolein Landheer (1970)

CRO a.i.

Marjolein Landheer has been a statutory member of the Executive Board and Chief Risk Officer of Triodos Bank N.V. ad interim since 25 January 2023. Marjolein is currently a member of the Board of Natuurmonumenten.

Marjolein Landheer is of Dutch nationality and does not hold any Triodos Bank depository receipts.

Carla van der Weerdt (1964)

CRO*

Carla van der Weerdt has been a statutory member of the Executive Board and Chief Risk Officer of Triodos Bank N.V. since 17 May 2019. Carla van der Weerdt is currently a member of the Supervisory Board of DSW Zorgverzekeraar U.A. She is a former member of the Supervisory Board of Triodos Bank N.V.

She is of Dutch Nationality and does not own any Triodos Bank N.V. depository receipts.

*Carla van der Weerdt is currently recovering from the long-term effects of a COVID infection. Now it has become clear that returning to her role of member of the Executive Board and CRO is not possible due to the longer lasting health impact.

Jacco Minnaar (1971)

CCO

Jacco Minnaar has been statutory member of the Executive Board and Chief Commercial Officer of Triodos Bank N.V. since 28 September 2021. Prior to this role, Jacco was Managing Director and Chair of the Management Board of Triodos Investment Management and is currently a member of the management board of Hivos Triodos Fund.

Jacco Minnaar is of the Dutch nationality and owns 20 Triodos Bank Depository Receipts.

Nico Kronemeijer (1964)

COO

Nico Kronemeijer has been statutory member of the Executive Board and Chief Operational Officer of Triodos Bank N.V. since 28 September 2021. Prior to this role, Nico was Group Director ICT at Triodos Bank since 2013. In addition to this, Nico is member of the Supervisory Board of the Art Centre ‘it Toanhus’ in Friese Meren.

Nico Kronemeijer is of Dutch nationality and owns 7 Triodos Bank Depository Receipts.

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 and the Profile of the Supervisory Board Membership are also part of this Charter. The Resignation rota of the Supervisory Board can be found here.

Mike Nawas (1964)

Chair

Mike Nawas is Chair of the Supervisory Board and Member of the Nomination and Remuneration Committee. He is co-founder of Bishopsfield Capital Partners Ltd (BCP), a financial consultancy based in London and is a Senior Lecturer at Nyenrode Business University. Prior to that he worked at ABN AMRO Bank for twenty years in various positions in Amsterdam and London, lastly as group director worldwide responsible for helping clients access the credit markets via loans, bonds or structured finance. Mike Nawas is a former member of the Board of Stichting Administratiekantoor Aandelen Triodos Bank (SAAT). He is also Chair Dutch Akademeia foundation.

Mike Nawas was first appointed in 2019 and his present term expires in 2023. He is of Dutch and US nationality and does not own any Triodos Bank depository receipts.

Sébastien D‘Hondt (1964)

Sébastien D‘Hondt is Chair ad interim of the Audit and Risk Committee. He is founding partner at Ernest Partners, a partnership advising midsize and large companies on their financing, and partial owner and member of the Board of Cash Converters Belgium. He is also investor in digital tech scale ups and administrator of Howard B.V. Prior to that he worked at ING Bank for more than twenty years in Belgium and the Netherlands in various positions such as Head of Corporate Clients Belux and Managing Director Capital Structuring & Advisory at Wholesale Banking, as Head of M&A at Corporate Finance and as Director Business Center, ING Midcorps Belgium and in Risk Management. Sébastien D’Hondt started his career at Bank Brussel Lambert (BBL).

Sébastien D‘Hondt was first appointed in December 2019 and his present term expires in 2024. He is of Belgian nationality and does not own any Triodos Bank N.V. depository receipts.

Danielle Melis (1972)

Vice-Chair

Daniëlle Melis is Chair member of the Nomination and Remuneration Committee, and a member of the Audit and Risk Committee. Danielle Melis holds various board positions in the financial sector. She currently is a member of the Board of General Pension Fund Stap, the Supervisory Board of Blue Sky Group Holding and PGGM investments. Next to these board positions in the financial sector, Danielle is the Chair of the Board of Stichting Madurodam, member of the Supervisory Board of the Dutch Securities Institute (DSI), member of the Global Stewardship Committee of the International Corporate Governance Network (ICGN), member of the Advisory Council of Reward Value, senior fellow at the International Center for Financial Law & Governance and guest lecturer at the Nyenrode Business University. Daniëlle Melis worked in the financial sector for over 25 years, working for MeesPierson, NIBC and Rabobank and has been a member of the faculty of Nyenrode Business University, where she received her Ph.D. in 2014.

Danielle Melis was first appointed in 2021 and her present term expires in 2025. She is of Dutch nationality and does not own any Triodos Bank N.V. depository receipts.

Susanne Hannestad (1961)

Susanne Hannestad is a member of the Audit and Risk Committee. Currently Susanne Hannestad is the CEO of Fintech Mundi AS, a company advising high potential financial technology companies. She is also Chair of the Board at Neonomics AS, providing the next generation of open banking across Europe; Board Director of Crunchfish AB, a technology company developing software innovations, Non-Executive Board Director at Monty Mobile Ltd, a leading value-added-service & telecom solutions company, and Non-Executive Board Member at ClearBank. She is an experienced international executive and board director in the industries of Financial Services, Financial Technology, Financial Inclusion, Cards, Payments, and Insurance. She is a former Board Director at Nordax Group AB, a Nordic specialist bank for consumer lending in Northern Europe; and former Executive Chairman at Zwipe AS, a pioneer company providing biometric contactless payments experience globally; and she was Advisory Board member at Mastercard Europe, providing payments solutions across Europe.

Susanne Hannestad was first appointed in 2021 and her present term expires in 2025. She is of Norwegian nationality and does not own any Triodos Bank Depository Receipts.

Kristina Flügel (1969)

Kristina Flügel is Chair of the Nomination and Remuneration Committee. Until August 2021, Kristina Flügel was the Global Head Human Resources of DWS (a European Asset Manager active in Europe, the Americas and Asia) stemming from the Deutsche Banking Group, leading the HR transformational journey after the IPO of DWS. Therafter she has been a senior advisor at DWS until March 2022. Until 2019 Kristina Flügel was employed with Deutsche Bank, most recently as Global Head HR Products Private- and Commercial Bank. Kristina Flügel is an experienced HR leader in Financial Services with broad experience in the design and implementation of strategic programs, on the one hand including outsourcing plans, M&A, restructuring and on the other hand talent-, succession- and diversity. She is also active in the design and implementation of senior leadership assessment and development programs. At least she is a Affiliate Senior Executive Coach at Kets de Vries Institute.

Kristina Flügel was first appointed in 2022 and her present term expires in 2026. She is of German nationality and does not own any Triodos Bank N.V. depository receipts.

Willem Horstmann (1967)

Willem Horstmann is Chair of the Audit and Risk Committee as of 17 August 2023. Previously he worked at AEGON where he held various positions amongst others as member of the Supervisory Board of AEGON Bank, Chief Risk Officer/Member of the Executive Board of Aegon Nederland NV and CFRO of Aegon Mortgages. Before that he worked at Vivat Verzekeringen as CRO and Zwitserleven (CFRO) and AEGON Investment Management (CFO) and held various other managerial roles in risk and finance. He started his career at Nederlandse Verzekeringsgroep.

In 2022, Willem Horstmann was appointed as a member of the Supervisory Board of Triodos Bank. In June 2022, Willem Horstmann, after resigning as a member of the Supervisory Board, he was appointed as a member ad interim of Triodos Bank's Executive Board, in the role of Chief Financial & Risk Officer (CFRO), to bridge the period until a new CFO and new CRO could be appointed on 25 January 2023. Willem Horstmann stepped down as a member of the Board of Directors on the same day. Willem Horstmann was again appointed as a member of the Supervisory Board in May 2023 and his present term expires in 2027.

He is of Dutch nationality and does not own any Triodos Bank depository receipts.

SAAT, the foundation for the administration of Triodos Bank shares

We believe it is crucial that our mission and identity are protected to ensure we can continue to use money consciously and with the longer term in mind. The role of our shareholders matters in this context. 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. These depository receipts can be invested in by retail and institutional investors.

Depository Receipt Holders benefit from the economic rights associated with the shares of Triodos Bank, such as the right to dividends. Since the listing of depository receipts on a multilateral trading facility (MTF) in July 2023, Depository Receipt Holders can request to SAAT a proxy to exercise their voting rights.

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 Annual General Meeting and meetings for Depository Receipt Holders in the countries where Triodos Bank is active.

Thank you

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 and Madrid are authorised 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 and Spain. As of 1 May 2019, Triodos Bank UK Ltd operates as a subsidiary authorised by the UK Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.

Business principles

Our Business principles guide us in carrying out our mission. They provide the framework that supports not only our strategic future, but also the code of conduct that underlies our day-to-day business operations.

The Business principles are an integral part of the contracts of employment of all Triodos Bank co-workers. In addition, the Business principles are included in the introduction programme for new co-workers. The principles have been drawn up in consultation with the Board of SAAT and the Supervisory Board.

In addition to the broad vision and key values that underpin our business, we have a number of principles that guide and support our day-to-day decision-making.

Our business principles apply to everyone who works for Triodos Bank, in any capacity. They serve as a code of conduct, and also set the standard by which internal and external stakeholders can judge us.

Business principles48 KB, PDF

Minimum standards

The Triodos Bank minimum standards set out the absolute minimum standards that Triodos Bank applies for all its direct investment activities and credit agreements. The minimum standards are applied based on environmental, economic and social externalities. The minimum standards also form the basis for the acceptance criteria for the current and saving accounts of business clients, for suppliers as well as their suppliers, acceptance and for relationships with the investment community. The minimum standards are applied based on reasonability and proportionality, with the main purpose of avoiding unreasonable demands for our smallest clients. All parties that Triodos Bank engages with should respect (the spirit of) Triodos Bank’s minimum standards.

Triodos Bank Minimum standards December 2022247 KB, PDF

Self-assessment UN Principles for Responsible Banking

In September 2019 Triodos Bank signed the UN Principles of Responsible Banking. The Principles define the global banking industry’s role and responsibilities in addressing current societal problems, including the climate emergency and inequality.

Triodos Bank played a leading role in developing this global framework, as part of the core group of banks who developed the Principles and shaped the framework. Currently over 270 banks globally had signed up to the Principles.

These are the Triodos Bank’s reports on implementing the Principles for Responsible Banking, using the self-assessment template provided by the UNEP FI.

Dutch Corporate Governance and Banking Code

Even though Triodos Bank's depository receipts are not listed on any regulated market, we choose to endorse and comply with the principles and best practices of the Dutch Governance Code. The Executive Board of Triodos Bank annually drafts a corporate governance and non-financial information statement in accordance with the Dutch corporate governance Decree of 20 March 2009 and the Dutch publication of non-financial information Decree of 14 March 2017.

In addition, we comply with the principles of the Banking Code, with the exception of one principle: Triodos Bank chooses not to have (variable) remuneration based on predetermined financial targets or achievements, as these can enhance a culture of taking more risk.

The Dutch Corporate Governance Code (`the Code`) only applies to companies whose shares are listed on a regulated market. Even though Triodos Bank's depository receipts are not listed on any regulated market it chooses to endorse and comply with the principles and best practices of the Code. The full comply-or-explain statement as required under the Code can be downloaded below.

Although Triodos Bank generally complies with the principles and best practices of the Code, it has opted to consciously differ from it in several specific instances.

The first deviation relates to voting rights on shares and appointments. To secure the continuity of Triodos Bank's mission and objectives, Depository Receipt Holders cannot exercise voting rights on the underlying shares. Instead these rights are exercised by SAAT. For the same reason, Depository Receipt Holders cannot make recommendations for appointments of members of the Board of SAAT and former Executive Board or Supervisory Board members of the bank can be appointed as members of the Board of SAAT.

The second instance relates to the term of office of Executive Board members. This term is not limited to a period of four years because Triodos Bank feels that this would not serve the long term development of the organisation.

Triodos Bank also differs from the best practice in the Code that states that a person may be appointed to the Supervisory Board for a maximum of three, four-year terms. Its articles of association allow the General Meeting to re-appoint a member of the Supervisory Board, in exceptional circumstances, after his or her maximum number of terms has been completed. This creates extra time and space for the Supervisory Board to fill vacancies with high quality people.

The fourth instance relates to the fact that Aart de Geus deviates from one of the independence criteria (best practice 2.1.8) of the Dutch Corporate Governance Code because a family member is a Triodos Bank Group co-worker.

Triodos Bank also differs from the Code's best practice when submitting all proposals to the General Meeting for material amendments to the Articles of Association as separate agenda items. For practical reasons Triodos Bank wants to retain the possibility, at the discretion of the Executive Board and the Supervisory Board, to submit a proposal for multiple amendments to the Articles of Association as one single agenda item when there is a strong degree of interrelatedness between these proposed amendments.

Finally, as it does not have any share plans or option schemes in place, several Code provisions regarding executive remuneration do not apply to Triodos Bank. The total costs for executive remuneration, which primarily consist of wages and pension elements, are published in the annual report.

We elaborate on how Triodos Bank applies the principles and best practices of the Code in a full Comply-or-Explain Matrix and we link to the Corporate Governance Code Statement below.

Corporate Governance Code Statement Triodos Bank N.V.

The Dutch Banking Code ('the Banking Code') came into force as of 1 January 2010 and has been revised in 2014. The Banking Code is part of a package of developments for the banking industry introduced by the Dutch Bankers' Association (NVB). The package also includes a Social Charter and rules of conduct associated with the Dutch bankers' oath.

The Banking Code puts the interests of the customer at the heart of a bank's activity, which ties in fully with Triodos Bank's vision and Business Principles. Our Business Principles are an important framework for the way in which we do business, and serve as the guiding principles for our co-workers in their day-to-day decision-making processes

We comply with the principles of the Banking Code. In the full comply-or-explain matrix (pdf), we elaborate on how Triodos Bank applies the principles and best practices of the Code.

A few of the main themes of the Banking Code and the way we address them are:

Customer Focus

The funds entrusted to Triodos Bank by its customers are lent to businesses and organisations whose aim is to create a more sustainable society (a comprehensive list is available here). We ensure full transparency in respect of this policy. We are convinced that the key to successful banking lies in maintaining long term relationships with borrowing and savings customers.

Banker's Oath

We believe that handling money implies special responsibilities of all co-workers. So Triodos Bank fully supports the Banking Code's recommendation to explicitly formulate these responsibilities.

All members of the Supervisory Board and the Executive Board of Triodos Bank and all its co-workers in The Netherlands have taken the oath, confirming the rules of conduct individually. By taking the oath Triodos Bank makes more explicit what the bank already does.

Remuneration

We operate a remuneration policy that reflects the principles of the Banking In our view remuneration should enable co-workers to earn a decent living and to contribute to the organisation and society at large. Triodos Bank believes in the intrinsic motivation of its co-workers to contribute to our mission and to work according to our corporate values. The individual richness of the contribution of each co-worker cannot be translated into a linear, financial incentive. Triodos Bank chooses not to have (variable) remuneration based on predetermined financial targets or achievements, as these can enhance a culture of taking more risk.

For more information see downloads below and link to the Annual Report.

Compliance related documents and other policies

Next to our Business principles, our Governance structure and our Governance Codes we are guided by several compliance related documents and other policies. For an overview of these documents and other relevant internal regulations see below:

Bilateral contacts with (potential) investors in Triodos Bank

In accordance with best practice provision 4.2.2 of the Dutch Corporate Governance Code, Triodos Bank has formulated a policy on bilateral contacts between Triodos Bank and its (potential) investors and other parties. Triodos Bank aims to maintain an open and constructive dialogue with existing and (potential) investors. (Bilateral) Meetings may be arranged to connect directly with existing investors and to offer further engagement on publicly available information, ask questions and acquire a better understanding of the business of Triodos Bank and its subsidiary companies.

Policy regarding bilateral contacts with (potential) investors in Triodos Bank25 KB, PDF

Triodos Bank and human rights

Since its start, Triodos Bank has had a strong commitment to respect human rights - as a financier, employer and purchaser. This commitment is at the heart of our operations. Our mission states that we want to help create a society that promotes people’s quality of life and has human dignity at its core.

In our Articles of Association it reads: With the exercising of banking business, the company aims to contribute to social renewal, based on the principle that every human being should be able to develop in freedom, has equal rights and is responsible for the consequences of his economic actions for fellow human beings and for the earth.

We respect people, support society and embrace different cultures and we fully support the aims of the United Nations Universal Declaration of Human Rights. Our business principles for all of our activities, are fully aligned with international standards and guidelines regarding human rights, including the OECD Guidelines for multinational enterprises. You can find more information on how we incorporate our respect for human rights in all of our activities in the document below. This is part of our commitment to work towards reporting in line with United Nations Guiding Principles Reporting Framework.

Triodos Bank and human rights - May 2020218 KB, PDF

Triodos Bank position on tax

Triodos Bank’s position on tax is based on five principles that reflect the way we operate in accordance with applicable rules, regulations and norms. We encourage our partners and stakeholders to make a similar commitment by acting in line with rules, regulations and spirit of applicable provisions on taxes, as well as with our tax principles.

Triodos Bank position on publication of tax ruling

A tax ruling is a written confirmation from tax authorities that provides upfront clarity on the tax treatment of company structures or transactions. Such a ruling usually spans a number of years and in the Netherlands is referred to as an Advance Tax Ruling (ATR) or an Advance Pricing Agreement (APA). Transparency is one of Triodos Bank’s core values. Our principle is to publish any company-specific ATR or APA provided publication is approved by the relevant tax authority. At present, Triodos Bank and Triodos Investment Management have no company-specific ATR or APA in the countries where they are active.

Position on tax25 KB, PDF

Frequently asked questions

SAAT general

SAAT stands for 'Stichting Administratiekantoor Aandelen Triodos Bank' and is the sole shareholder of Triodos Bank. SAAT is a foundation that administers Triodos Bank's shares and issues depository receipts to the holders of depository receipts. SAAT is committed to the interests of its depository receipt holders, the interests of Triodos Bank and the principles expressed in Triodos Bank's objectives. SAAT also refers to the latter as the 'mission'.

SAAT was founded to ensure votes in the Triodos Bank general meeting were issued from a balanced perspective, taking into account the interests of depository receipt holders, the interests of Triodos Bank and the mission. Thereby, SAAT helps to safeguard the nature of Triodos Bank as a socially driven enterprise. In that light, SAAT has the following objectives:

acquiring shares in the capital of Triodos Bank in administration against the issue of depository receipts;
exercising voting rights in the general meeting of Triodos Bank when SAAT is authorised by depository receipt holders or otherwise entitled to do so under the law; and
performing all acts related to the aforementioned objectives.

SAAT's required funds are reimbursed by Triodos Bank. These include the costs for the activities of SAAT's board members as well as administrative and legal costs. SAAT has no other income.

SAAT is independent of Triodos Bank. SAAT's independence is governed by its articles of association and terms of administration. Executive board members and supervisory board members of Triodos Bank, for example, cannot become directors of SAAT.

SAAT's board currently consists of Alexander Rinnooy Kan (chair), Tarique Arsiwalla, Roelien Ritsema van Eck, Jolande Sap and Koen Schoors.

Each board member is appointed for a maximum period of four years. A board member cannot be reappointed more than twice.

SAAT's role has changed as a result of the MTF listing. Previously, SAAT alone exercised voting rights in the general meeting of Triodos Bank. After the MTF listing, the general principle is that depository receipt holders are entitled to do so by requesting a voting proxy from SAAT. However, it will be possible for SAAT to be authorised by depository receipt holders to vote, either on their behalf (in case of a retro-proxy with voting instruction) or on the basis of the threefold perspective (drieledig perspectief): the interest of the depository receipt holders, the interest of Triodos Bank and the mission (in case of a waiver or a retro-proxy without voting instruction).

SAAT has retained its protective role. In exceptional situations, SAAT may decide to limit, exclude or revoke the voting proxy if:

a public offer on Triodos Bank's shares or depository receipts has been announced or made, or there is a legitimate expectation that such an offer will be made, without the offer having been agreed upon with Triodos Bank;
a depository receipt holder or several depository receipt holders provide or cause to be provided at least 25% of the issued capital of Triodos Bank in accordance with a mutual arrangement of cooperation, with or without subsidiaries; or
in the opinion of SAAT exercise of voting rights by a depository receipt holder is materially contrary to the interests of Triodos Bank and its affiliated company.

In such cases, SAAT may decide not to grant a voting proxy, or limit, exclude or revoke a given proxy. If SAAT itself decides to vote in the general meeting, it does so taking into account the threefold perspective (drieledig perspectief): the interest of the depository receipt holders, the interest of Triodos Bank and the mission.

In principle, no. Each depository receipt holder can request a voting proxy and exercise voting rights. SAAT will only exercise those voting rights in the general meeting of Triodos Bank for which it has been authorised by a depository receipt holder or if there is an exceptional situation in which SAAT is authorised by law to exercise the voting right (see the answer to the previous question (How has SAAT's role changed due to the MTF listing?) in this regard).

The depository receipts

At Triodos Bank, the economic entitlement and legal ownership of shares is separated through the issuance of depository receipts. Depository receipt holders are the beneficial owners of Triodos Bank by means of their depository receipts. SAAT is the legal owner of the shares in Triodos Bank. A depository receipt has been issued for each share held by SAAT.

Every depository receipt holder has the right to attend the meeting of depository receipt holders, to speak during these meetings and vote on agenda items. In addition, depository receipt holders have access to Triodos Bank's general meeting. There, depository receipt holders have the right to speak and, if they have requested a voting proxy from SAAT, to vote. This is only different in the exceptional situation where SAAT decides to limit, exclude or revoke the voting proxy if:

a public offer on Triodos Bank's shares or depository receipts has been announced or made, or there is a legitimate expectation that such an offer will be made, without the offer having been agreed upon with Triodos Bank;
a depository receipt holder or several depository receipt holders provide or cause to be provided at least 25% of the issued capital of Triodos Bank in accordance with a mutual arrangement of cooperation, with or without subsidiaries; or
in the opinion of SAAT exercise of voting rights by a depository receipt holder is materially contrary to the interests of Triodos Bank and its affiliated company.

In the above cases, SAAT may decide not to grant a voting proxy, or limit, exclude or revoke a given proxy, and vote itself in the general meeting. If SAAT itself decides to vote in the general meeting, it does so taking into account the threefold perspective (drieledig perspectief): the interest of the depository receipt holders, the interest of Triodos Bank and the mission.

SAAT must (and will) always justify a decision not to provide a voting proxy. SAAT will not do so lightly. The general principle is that depository receipt holders vote.

Any dividends or other distributions declared by Triodos Bank, are for the benefit of the depository receipt holders, with SAAT acting as pass-through vehicle only.

To resume trading in depository receipts, Triodos Bank decided to switch to the MTF. SAAT approved this decision during the general meeting. Each depository receipt holder is free to switch to the MTF or not. If you do not switch, you cannot trade depository receipts on the MTF.

The MTF

A Multilateral Trading Facility (MTF) is an electronic trading platform used to trade financial instruments, such as shares, bonds, but also depository receipts, for example. An MTF provides a regulated and centralised marketplace where buyers and sellers can trade without coming into direct contact with each other. An MTF is subject to regulation and supervision to ensure that trading on the platform is fair and transparent. The MTF provider on which the depository receipts in Triodos Bank are traded is Captin.

If you have any questions about the MTF, please contact Triodos Bank.

Captin provides the trading platform, the MTF, for Triodos Bank. On it, you will be able to trade in depository receipts. Captin is licensed as an investment institution to act as a multilateral trading facility. Captin is supervised by the AFM and DNB and is registered with the AFM.

If you have any questions about Captin, please contact Triodos Bank or Captin.

You will then not be able to trade your depository receipts on the trading platform. For the rest, the rights of all depository receipt holders are the same. For example, you can simply request a voting proxy from SAAT and thereby exercise voting rights in the general meeting of Triodos Bank, and you are entitled to distributions declared by Triodos Bank.

Voting at Triodos Bank's general meeting

Triodos Bank's general meeting decides on proposals submitted to it that fall within the scope of its authority according to the law and the Triodos Bank articles of association. Examples of topics include: the payment of dividends, the adoption of the annual accounts and the granting of discharge to the board members.

A Triodos Bank general meeting takes place at least once a year. It is possible that more general meetings are held.

You are entitled to this right based on the law. Furthermore, SAAT and Triodos Bank consider it appropriate within modern and good governance that the depository receipt holder, as a provider of capital, can exercise the voting right.

Yes. Any depository receipt holder can request SAAT for a proxy to vote at Triodos Bank's general meeting. Regardless of whether your depository receipts are listed on the MTF. How this is done can vary:

if your depository receipts are listed on Captin's MTF, you will make your request for a voting proxy via Captin's IT environment. For any questions on this, please contact Triodos Bank or Captin; or
if your depository receipts are not listed on Captin's MTF, you can request a voting proxy from SAAT.

Yes. It is possible for SAAT to vote for you at Triodos Bank's general meeting. You do this by giving SAAT a retro-proxy, which may be accompanied by a voting instruction, or a waiver (meaning you waive your right to request a voting proxy).

you can give SAAT voting instructions, in which you indicate you want SAAT to exercise your right to vote (e.g. I want SAAT to vote in favour of this proposal); or
you give SAAT the freedom to use your voting right without specific instruction. In these cases, SAAT votes taking into account the threefold perspective (drieledig perspectief): the interest of the depository receipt holders, the interest of Triodos Bank and the mission.

It is also possible for SAAT to exercise the voting right for you for a longer period (i.e. in several meetings). You do this by waiving your voting rights by using the so-called "waiver". The maximum duration of a waiver is four years. At the end of this period, another waiver can be issued. It is not possible to give a voting instruction in your waiver. SAAT votes taking into account the threefold perspective (drieledig perspectief): the interest of the depository receipt holders, the interest of Triodos Bank and the mission.

You can revoke a waiver if you wish to vote in the general meeting yourself or if you want to give specific voting instructions to SAAT.

Yes. Please see the answer to previous question: As a depository receipt holder, can I have SAAT vote on my depository receipts in Triodos Bank's general meeting?

Under normal circumstances, no. SAAT is required by law to provide a voting proxy if requested by a depository receipt holder. However, in certain situations, the law gives an exception to this if:

a public offer on Triodos Bank's shares or depository receipts has been announced or made, or there is a legitimate expectation that such an offer will be made, without the offer having been agreed upon with Triodos Bank;
a depository receipt holder or several depository receipt holders provide or cause to be provided at least 25% of the issued capital of Triodos Bank in accordance with a mutual arrangement of cooperation, with or without subsidiaries; or
in the opinion of SAAT exercise of voting rights by a depository receipt holder is materially contrary to the interests of Triodos Bank and its affiliated company.

In the above cases, SAAT may decide not to grant a voting proxy, or limit, exclude or revoke a given proxy, and vote itself in the general meeting. SAAT votes taking into account the threefold perspective (drieledig perspectief): the interest of the depository receipt holders, the interest of Triodos Bank and the mission.

SAAT must (and will) always justify a decision not to provide a voting proxy. SAAT will not do so lightly. The general principle is that depository receipt holders vote.

In that case, there will be no votes on the shares attached to your depository receipts.

According to the law, SAAT may refuse to grant a voting proxy to a depository receipt holder if:

a public offer on Triodos Bank's shares or depository receipts has been announced or made, or there is a legitimate expectation that such an offer will be made, without the offer having been agreed upon with Triodos Bank;
a depository receipt holder or several depository receipt holders provide or cause to be provided at least 25% of the issued capital of Triodos Bank in accordance with a mutual arrangement of cooperation, with or without subsidiaries; or
in the opinion of SAAT exercise of voting rights by a depository receipt holder is materially contrary to the interests of Triodos Bank and its affiliated company.

SAAT must (and will) always justify a decision not to provide a voting proxy. SAAT will not do so lightly. The general principle is that depository receipt holders vote.

No. In Triodos Bank's general meeting, each depository receipt holder can cast as many votes as the number of depository receipts he or she holds. One depository receipt therefore equals one vote. There is no maximum.

You may hold fractions of depository receipts, for example, through a payment of dividend in shares. No vote can be cast on a fraction of a depository receipt. For example, if you have 4.5 (four and a half) depository receipts, you may cast 4 votes.

Following the MTF listing, the principle is that SAAT only votes in the general meeting of Triodos Bank when SAAT is authorised by a depository receipt holder.

When SAAT exercises voting rights in the general meeting of Triodos Bank, it does so taking into account the threefold perspective (drieledig perspectief): the interest of the depository receipt holders, the interest of Triodos Bank and the mission.

This is only different in cases where a depository receipt holder gives SAAT a specific voting instruction. In those cases, SAAT votes in accordance with the voting instruction.

There are no minimum number of votes reserved for SAAT. SAAT does not own depository receipts. SAAT will only exercise those voting rights in the general meeting of Triodos Bank for which it has been authorised by a depository receipt holder or if there is an exceptional situation in which SAAT is authorised by law to exercise the voting right.

Voting at the meeting of depository receipt holders

Among other things, the meeting of depository receipt holders votes on amending SAAT's articles of association or terms of administration. In addition, SAAT may take the initiative to submit certain proposals to the meeting of depository receipt holders.

In any case, the meeting of depository receipt holders takes place prior to the general meeting of Triodos Bank, after being convened by the SAAT Board. During the meeting of depository receipt holders, SAAT explains its position on the decisions Triodos Bank submits to the general meeting for approval. This means that at least one meeting of depository receipt holders takes place each year. SAAT may decide to schedule additional meetings of depository receipt holders.

Yes. There is a maximum of 1,000 votes per depository receipt holder.

Although the Dutch Corporate Governance Code does not apply directly to Triodos Bank, as our depository receipts are not listed on any regulated market, we endorse and comply with its principles. However, there are a few specific points in the Code which we have decided, would not be in Triodos Bank's interest to comply with. The two most important exceptions relate to voting rights on shares and the term of office of statutory directors. Find out more about the comply or explain matrix Corporate Governance Code .

Around 32,500 individuals and a number of institutions co-own Triodos Bank. Rather than conventional shares, Triodos Bank has a special ownership structure, designed to protect our mission and values. All our shares are held in trust by SAAT - the Foundation for the Administration of Triodos Bank Shares - which issues depository receipts for Triodos Bank shares, which are available to the public and institutions. These receipts represent the financial value of our shares. But the Board of SAAT exercises the voting rights that they confer, and its voting decisions are guided by the Bank’s ethical goals and mission, its business interests, and the interests of the Depository Receipt Holders.

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The members of the Executive Board

Jeroen Rijpkema (1960)

Kees van Kalveen (1971)

Marjolein Landheer (1970)

Carla van der Weerdt (1964)

Jacco Minnaar (1971)

Nico Kronemeijer (1964)

Mike Nawas (1964)

Sébastien D‘Hondt (1964)

Danielle Melis (1972)

Susanne Hannestad (1961)

Kristina Flügel (1969)

Willem Horstmann (1967)

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Alexander Rinnooy Kan (1949)

Jolande Sap (1963)

Koen Schoors (1968)

Roelien Ritsema van Eck (1975)

Tarique Arsiwalla (1975)

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Thank you

Frequently asked questions

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Voting at Triodos Bank's general meeting

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