The Supervisory Board’s supervision and review activities are based on the Executive Board’s quarterly reports as well as presentations by managers from different branches and business units. These comprehensive presentations are scheduled in such a way that in a two year period all Triodos Bank’s organisation is covered.
During 2012 presentations were given by the management of the German, Belgian and UK branches. These presentations allowed the Supervisory Board to gain a deeper insight into Triodos Bank’s activities and to strengthen its relationship with senior management.
Recurring topics discussed during its meetings and contacts with the Executive Board, included:
- Financial and economic developments and their possible impact on Triodos Bank’s activities; Triodos Bank’s strategy; Financial results, risk management and audit findings, including feedback and minutes of the Audit and Risk Committee; auditor’s reports; capital raising issues; quarterly reports; loan reports; Dutch Central Bank (DNB) matters; and Basel III regulations.
- The Euro crisis and its possible impact on Triodos Bank’s activities.
- Corporate governance and compliance.
- Human resource management, management. development, organisational changes and company culture.
- Developments and new markets in different countries and at Triodos Investment Management.
Other issues discussed in depth, and approved, during the year included:
- The recruitment process for a new Chair, under the guidance of the Nomination and Compensation Committee, involving all members of the Supervisory Board, the Executive Board and the members of the Board of SAAT.
- Triodos Bank’s senior management structure.
Due to the organisation’s increasing breadth of activity and complexity, an Executive Board of four is foreseen in the longer term, consisting of two statutory directors and two directors who will be mainly responsible for daily business operations.
- The 2013 work plan.
- A review of the 2011 annual report and the management letter with the external auditor present
- The half-year report.
- Triodos Bank’s ‘risk appetite’.
- Changes in the management of Triodos Investment Management.
- Triodos Bank’s remuneration policy: the members of the Nomination and Compensation Committee were responsible for preparing this issue for a decision by the Board, and therefore actively involved in discussions on this issue.
- The development of the Global Alliance for Banking on Values (GABV), of which Triodos Bank is one of the co-founders and its current Chair. The Supervisory Board considers this to be a crucial instrument to fulfil its mission.
- The establishment of a representative office in France to investigate future potential in the French market and possibly open a branch office. The Supervisory Board will continue to monitor and review the pace of expansion abroad, so it is in line with the development of Triodos Bank’s operational results.
- The expertise and technical competences of the individual Supervisory Board members and of the Supervisory Board collectively were subject of discussion in the Nomination and Compensation Committee and the Supervisory Board following the implementation of new requirements by the Dutch central Bank in 2012. The results of this discussion will be used to assess the suitability of members in case of (re)appointments.
- In addition to its size and composition, the Supervisory Board’s diversity was a topic of discussion. An updated profile was discussed with the Works Council and presented to the Annual General Meeting of Shareholders.
- An update of internal rules for the Supervisory Board and the Executive Board.
- The roles and responsibilities of the Board of SAAT, the Supervisory Board and the Executive Board in relation to each other were discussed thoroughly. These discussions started during the second half of 2012 and will continue in 2013.
Activities of individual board members, during 2012, included:
- Attendance at local client and/or Depository Receipt Holder meetings in the United Kingdom, Belgium, The Netherlands, and Spain.
- Supervisory Board members living, or having lived, in countries in which Triodos Bank operates maintained informal contacts with local Managing Directors and senior co-workers, giving them a better insight into the work of the local branch.
- The Chair participated in a meeting with the other Supervisory Board Chairs of Dutch banks to discuss the progress of the implementation of the Dutch Banking Code. The conclusion was that the Code has, by and large, been implemented, but the sector has yet to recover its reputation.
- Regular meetings between the Chairs of the Board of SAAT, Supervisory Board and the Executive Board
- The Chair of the Supervisory Board – upon invitation – participated in one meeting with the Works Council. The employee satisfaction survey was discussed in it, among other issues.