Report by the Foundation for the Administration of Triodos Bank Shares (SAAT)

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)). SAAT issues depository receipts to finance the shares. 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 SAAT. A more detailed description of the corporate governance structure of Triodos Bank, and in particular the rights and responsibilities of SAAT and the depository receipt holders, can be found in the chapter on corporate governance, on page 61 of this Annual Report.

For an overview of the shares taken in trust and the issued depository receipts of Triodos Bank, as at 31 December 2016, please refer to page 233 of this Annual Report.

In exercising its voting right at the General Meeting of Triodos Bank (“General Meeting”), 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 terms of administration:

Article 6

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 objectives of the bank.

The voting policy of SAAT is guided by article 6 of the terms of administration and the principles as stated above.

SAAT discharges its stewardship responsibilities by monitoring and engaging with Triodos Bank in line with the principles described above. It also voluntarily complies with the relevant principles and best practices of the Dutch Corporate Governance Code, and other well-regarded stewardship regulations.

The Board of SAAT pays particular attention to the mid and long term performance of Triodos Bank in terms of impact, risk and return. It monitors internal and external developments to assess and anticipate any impact they might have on Triodos Bank’s essence, the mission and the values.

Discussions and meetings take place with Triodos Bank during the year on a confidential basis, as appropriate. Should the Board of SAAT feel Triodos Bank has not responded appropriately to questions it raises, it has to fulfil its stewardship responsibilities and act accordingly in the context of the governance of the bank.

General Meeting

The Board of SAAT is Triodos Bank’s sole shareholder. As such, at the General Meeting in Zeist on 20 May 2016, it voted on the items below and explained why it had made the decisions it did. For details of approved proposals visit www.triodos.com/agm.

The Board of SAAT approved the following proposals:

• adoption of the 2015 Annual Accounts and the proposed dividend
• discharge of the members of the Executive Board of responsibility for their management during the financial year 2015
• discharge of the members of the Supervisory Board of responsibility for their supervision during the financial year 2015
• granting a power of attorney to the members of the Executive Board in order to obtain depository receipts in Triodos Bank and to issue shares
• authorisation of the Executive Board to set a registration date.

The voting declaration of the Board of SAAT on the proposals explained:

Relevant topics from the Annual Accounts were discussed with the Executive Board from the perspective of the individual branches and business units as well as Triodos Bank as a whole. These topics included the essence of Triodos Bank, the strategic focus areas and Triodos Bank's impact through its lending, risks of the loan portfolio, innovation of banking and non-banking activities, improvements in governance, human capital issues in relation to the mission, capitalisation, relevant banking ratios, financial return and the pay-out ratio (dividend policy), depository receipts and aspects of the internal market, and stakeholder interaction.

A webcast from the General Meeting is available at www.triodos.com/agm.

Annual Meeting of Depository Receipt Holders

The Annual Meeting of Depository Receipt Holders was held on 20 May 2016 at Triodos Bank’s Head Office.

The Board of SAAT described the rationale behind its voting decisions during the meeting. It referred to the input of depository receipt holders at the informal Depository Receipt Holders´ meetings in Belgium, Germany, Spain and the UK and to their questions at the General Meeting. The Board of SAAT informed investors about the Board of SAAT’s discussions with the Executive Board which focused on Triodos Bank in general and on the Annual Report and Annual Accounts in particular.

The Annual Meeting of Depository Receipt Holders approved the appointment of Willem Lageweg, and the reappointment of Frans de Clerck, Sandra Castañeda Elena and Josephine de Zwaan as members of the Board of SAAT.

The results of the annual survey of depository receipt holders, which was completed by 7,100 respondents, compared to 4,500 in 2015, were referred to at the meeting. The Board of SAAT uses the results to enrich its perspective on the investor group whose interests guide its voting, and to help determine depository receipt holders’ level of satisfaction about the financial return and the delivery of Triodos Bank’s mission. According to the survey’s participants, over 90% of investors think Triodos Bank aligns its mission and financial returns effectively, as they did in 2015. Excerpts from the results can be found at www.triodos.com/corporateinformation.

Meetings and decisions of the Board of SAAT

During 2016, the Board of SAAT convened four times in person and several times by telephone. The Board of SAAT also had four meetings with members of Triodos Bank’s Executive Board. Among a breadth of topics discussed during the year, the Board of SAAT paid particular attention to issues that are of material interest to Triodos Bank’s depository receipt holders, as key stakeholders. These included:

• The essence of Triodos Bank. The Board explored the clarity of the essence and the fundamental values that the bank represents. It also discussed the changing external landscape including the growing polarisation of groups and the challenges this presents for Triodos Bank to fulfil its mission. The Board also discussed the interaction between individual development and the healthy development of society from the perspective of positive social renewal; and the crucial role of transparency in the economic domain.
• Triodos Bank’s strategy. How the mission is applied in the strategy and its areas of focus in particular, is of key importance to the Board of SAAT. As is the long term strategic perspective in general and Triodos Bank’s ambitions regarding its finance activities, including innovation.
• Education and alignment on the roots of Triodos Bank.
• The balance between impact, risk and return. Considering these three elements together helps clarify the performance of Triodos Bank and its challenges regarding impact. Impact was linked in discussions to the delivery of Triodos Bank’s mission and risk and return in particular to safeguarding the economic interests of the depository receipt holders and the bank’s continuity and profitability. The low interest rate environment, which has a significant impact on Triodos Bank’s business model, was also discussed.
• Topics related to depository receipts and capital, including investor relationships and trading overviews, but also the general financial health of Triodos Bank as this relates to the economic interests of the depository receipt holders. The main financial ratios of Triodos Bank were discussed, as well as its capital position and the impact of stricter regulatory capital requirements on impact, return and risk.
• During the year Triodos Bank’s strategic focus areas, as an outcome of the 2025 perspective work were shared and considered in the context of the continuity and long-term financial resilience of Triodos Bank. The discussion was supported by input from depository receipt holders in an annual survey during 2016 which included exploring their opinion on what are the most material issues for Triodos Bank. This information contributed to the materiality analysis highlighted in the Executive Board Report.
• In addition, the 2015 Annual Report (and later the 2016 half-year report) was discussed in order to carefully consider the votes to be cast at Triodos Bank’s General Meeting. The report has been assessed and discussed from the perspective of the Board of SAAT’s mandate to safeguard Triodos Bank’s mission, independence and the economic interests of the depository receipt holders.

Activities of the Board of SAAT

The Board of SAAT carried out the following activities, in addition to the meetings above:

• Informal meetings with local management of all Triodos Bank’s branches and the management of Triodos Investment Management.
• Attending international theme days, including on the long term perspective of the bank, client and depository receipt holders days and informal discussions with depository receipt holders in the UK, Belgium, Germany, Spain and The Netherlands.
• Keeping a close look at developments regarding stakeholder participation, shareholding and corporate governance but also the sectors where Triodos Bank is active
• Attending annual shareholder meetings of investment funds managed by Triodos Investment Management.
• Annual meeting with a delegation of the Supervisory Board regarding the assessment of the Annual Report.
• Appointment process of new Supervisory Board candidates. A key focus in this respect is the commitment of the candidates to Triodos Bank’s mission.
• The Chair of the Board of SAAT regularly met bilaterally and in tripartite meetings with the Chairs of Triodos Bank’s Executive Board and Supervisory Board.
• Discussion and documentation of its vision on how to fulfil SAAT’s role.
• The permanent education of the SAAT Board through internal training.
• The presentation of a new candidate for the Board of SAAT to a delegation of the Supervisory Board and the Executive Board in order to prepare approval of the new candidate, and the three members to be reappointed, according to the articles of association (6.4) of SAAT.

The Board of SAAT did not seek any external advice, in order to carry out its responsibilities, during 2016.

Composition of the Board of SAAT and independence of its members

Given the responsibility of the Board of SAAT to protect the identity and mission of Triodos Bank, it is essential that the members of the Board are independent. For this reason members of the Executive Board, or members of the Supervisory Board in office, may not be members of the Board of SAAT.

SAAT’s articles of association stipulate that the Board shall consist of three or more members.

At present, it has six members, from the various countries where Triodos Bank has branches: three Dutch, a British, a Belgian and Spanish national(s). The composition of the Board changed in 2016, because of the appointment of Willem Lageweg by the Annual Meeting of Depository Receipt Holders of 20 May 2016.

For information about the remuneration of the members of the Board of SAAT, please refer to the Triodos Bank annual accounts on page 124.

The Board of SAAT expects that it will again be able to deepen its role as a committed shareholder in 2017. Maintaining and intensifying a dialogue between Triodos Bank, the Board of SAAT and the depository receipt holders is an essential part of this effort. It will undertake this work not only during the international Annual Meeting of Depository Receipt Holders in The Netherlands, but also in Belgium, the UK, Spain, Germany and at a separate meeting in The Netherlands, where informal meetings for depository receipt holders will take place. This report is available in full, including additional context for the Board of SAAT’s work, online at www.annual-report-triodos.com.

Zeist, 24 March 2017

Board of SAAT,
Josephine de Zwaan, Chair
Mike Nawas, Vice Chair
Marjatta van Boeschoten
Sandra Castañeda Elena
Frans de Clerck
Willem Lageweg

SAAT’s registered office is Nieuweroordweg 1, 3704 EC, Zeist, The Netherlands.