The composition of the Board was such that members could act critically and independently of one another, the Executive Board and any other interest. The Supervisory Board complies with the independence criteria of the Dutch Corporate Governance Code. Gary Page will continue to serve on this Board until a formal transfer of assets is completed to establish the subsidiary in the UK. When this change takes effect, he will resign from this Board to ensure independence in his role as Chair of the Board of directors of Triodos Bank UK Ltd. Aart de Geus deviates from one of the independence criteria (article 2.1.8) of the Dutch Corporate Governance Code because a family member is a Triodos Bank Group co-worker.
Conflicts of interest
In accordance with the requirements of the Dutch Corporate Governance Code, the Supervisory Board has internal rules in place that govern any actual or potential conflict of interest of Board members. No conflict of interest occurred during 2018.
As part of the Supervisory Board’s permanent education programme, the Supervisory Board organises annual meetings with both internal and external experts. In 2018, education sessions were organised on the following topics: capital requirements, governance, reporting standards, interest rate risk, digitalisation, innovation, Triodos Bank’s risk appetite, Triodos Bank’s Essence, anti-money laundering and customer due diligence.
Each year, the Supervisory Board evaluates the performance of the Board and its committees. Once every two years, this evaluation is performed with the assistance of an external consultant. The results of the 2017 evaluation performed externally were discussed by the Supervisory Board and recommendations have been implemented as a result. The 2018 self-evaluation of the Supervisory Board, its individual members and its committees took place in the last quarter of 2018 based on questionnaires completed by all members individually and discussed in plenary sessions. As a result of the internal evaluation the Supervisory Board asked the Executive Board to provide brief monthly updates for actual topics, given the number and intensity of topics on the Supervisory Board agenda. The Supervisory Board also decided to continue having working dinners throughout the year to discuss strategic issues.