Triodos Bank’s Executive Board provides a perspective on the wider world it operates in, its impact and activity in 2017 and its prospects for the future.
Committees of the Supervisory Board
The Supervisory Board has two committees as set out in the Corporate Governance chapter: the Audit and Risk Committee and the Nomination and Compensation Committee. Both committees met separately throughout the year. Their main considerations and conclusions were shared with the Supervisory Board, where formal decision-making takes place.
The composition of the committees is as follows:
Audit and Risk Committee
- Carla van der Weerdt (Chair)
- Ernst-Jan Boers (until 31 December 2017)
- Fieke van der Lecq
- Gary Page
Nomination and Compensation Committee
- Ernst-Jan Boers (Chair)
- Aart de Geus
- Udo Philipp
Activities of the Audit and Risk Committee
The Audit and Risk Committee (ARC) met six times during 2017. Triodos Bank’s Chief Financial Officer was present at all but one meeting. The (interim) Head of Internal Audit and the Director Risk were present at all meetings. The external auditor and the Director Finance were present at all meetings, to discuss relevant items. Four of the six ARC meetings concentrated on audit & financial figures, whereas risk was the main topic in the other two meetings. In addition, one meeting was held with the external auditor, without the Executive Board being present. During the year, two new ARC members were appointed (Gary Page and Fieke van der Lecq) and one member resigned (David Carrington).
In its regular review of the year-end and half-year results, the ARC satisfied itself that the bank’s financial numbers had been agreed by the external auditor without any material and/or uncertainties. No unforeseen matters were brought to the ARC’s attention and all accounting decisions and assumptions have been adequately supported. The financial results and the outlook of the individual business units were discussed in the ARC before discussed in the full Supervisory Board.
As part of its regular agenda, the ARC reviewed and discussed the yearly update of the risk appetite statement, the risk appetite framework, the ICAAP and ILAAP reports, the liquidity funding & capital plan, the funds transfer pricing methodology, the risk governance framework and the recovery plan. In addition, quarterly reporting on regulatory affairs, Triodos Bank’s risk profile and the progress on relevant projects were presented and discussed. Furthermore, the independent external auditor presented their management letter as well as their independent auditor’s and assurance report, discussing amongst others the key audit matters and their view of the Triodos’ Internal Control environment.
The internal audit function is the independent third line of defence in Triodos Bank. To enable Internal Audit to better support the business to manage their risks, to provide assurance and insights within a growing complex environment, some improvements have been put in place. The ARC was closely involved in the appointment of the new Head of Internal Audit (as per 1 January 2018).
Activities of the Nomination and Compensation Committee
The Nomination and Compensation Committee (NCC) met six times formally. Triodos Bank’s CEO was present at the meetings as well as the Director HR for specific topics. The members of the NCC have senior management experience and knowledge of, and experience with, performance management and remuneration in general. Additionally, they seek advice from independent, external experts in case of specific issues.
One of the NCC’s primary roles is to advise the Supervisory Board about the remuneration and nomination policy of Triodos Bank in general and to set the remuneration packages of the members of the Executive Board. It also advises the Supervisory Board on the appropriateness of the general conditions of the remuneration packages of Managing Directors reporting directly to the Executive Board. For more information on the international remuneration and nomination policy please refer to page 127 of the annual accounts.
The nomination topics in 2017 included the composition of the Supervisory Board and the Supervisory Board succession planning. The Chair of the NCC, together with the Supervisory Board Chair reviewed the performance of the members of the Executive Board in personal interviews, reviewing the priorities set for 2017 and setting new ones for 2018.