SAAT, as well as depository receipt holders, were able to take note of the voting items on the agenda of Triodos Bank's annual general meeting of shareholders (AGM) to be held on 23 May 2025. During the depository receipt holder meeting on 28 April, SAAT gave depository receipt holders the opportunity to ask questions and submit comments on the voting items on the AGM agenda. SAAT will use these to finalise its voting statement at this meeting.
SAAT determines its position on voting items on the agenda of Triodos Bank's AGM based on the interest of depository receipt holders, the interest of Triodos Bank and the interest of the mission. SAAT will only put forward this position at the AGM on behalf of those depository receipt holders who have explicitly given SAAT a power of attorney to do so.
The voting items on the AGM agenda were discussed in groups during the depository receipt holder meeting. One group dealt with results and one with governance and legal issues. SAAT outlined its voting intention for each voting item in the group and the reason why. There was then an opportunity for questions and input during the meeting. These questions and comments have been incorporated into this voting explanation where appropriate.
Agenda item group “Results”
Agenda item: 2e. Adoption of the 2024 financial statements
SAAT took note of the annual report and its notes. In the context of the discharge (agenda items 4a. and 4b.), SAAT discussed in a broader sense the bank's policy as it follows from the annual accounts. The annual report and accounts provide insight into Triodos Bank's results in 2024. They are the starting point for the future. SAAT assesses the annual report and accounts from the threefold perspective: the interest of depository receipt holders, the interest of Triodos Bank and the interest of the mission.
SAAT makes three comments on Triodos Bank's strategic mission.
On the eve of its listing on Euronext, there is every reason to firmly push the subject of investor relations in the coming period. It is in the interest of all stakeholders in the bank that there is strong interest in the depository receipts. SAAT advocates that the bank puts this high on its agenda.
Attention is also drawn to the bank's international position. Outside the Netherlands, it operates in four countries and is a player in each, but a relatively modest one in terms of size. Given Triodos' particular expertise in sustainability, there are good reasons for the bank to think about its European positioning and perhaps be more ambitious about it.
Finally, SAAT calls attention to strengthening the Triodos community. This could include, for example, setting up a social advisory board involving all key stakeholders. This also provides an opportunity for the bank to lead the way here as well. This could be another way of giving "Change Finance" concrete hands and feet. SAAT looks forward to a more detailed explanation of the theme of community building during the AGM.
In terms of financial results, Triodos made a net loss for 2024 of EUR 3 million, (2023: EUR 77.2 million). This was mainly due to the provision to compensate depository receipt holders. The underlying profit, excluding the provision was EUR 71.9 million.
Return on equity (RoE) fell to -0.2% (2023: 6.1%). Excluding provision, RoE was 5.6%.
The cost-to-income ratio (CIR) was 97% (2023: 73%). Without the provision, the CIR also increased, to 76%. This was due to higher staff costs due to wage inflation and a limited growth in the number of employees (from 1,851 in 2023 to 1,938 in 2024) to follow regulatory changes. The cost-income ratio of the Dutch banking sector averages 50-60%. Triodos states in its annual report that it will continue its efforts to achieve at least the 70-75% target through cost reductions; The fact that this target is higher than for large Dutch banks has partly to do with scale, but also with the extra attention the bank pays to sustainable progress (e.g. the bank is active in various round tables, etc.). SAAT draws attention to the development of costs, which are not yet within the range of the medium-term target of 70% -75%. Efforts will still be needed there.
Bank remains well capitalised and customer savings with Triodos Bank increased by €719 million in 2024 to €14.5 billion (2023: €13.8 billion). This increase shows customer confidence in the bank's mission.
Triodos Bank's investment performance performed well on sustainability and impact, with significant environmental benefits and active engagement on key issues. The bank's commitment to sustainable finance and impact investment remains a strong differentiator in the market
The performance of the Triodos Impact Equities and Bonds (IEB) funds is compared with market benchmarks to assess their relative sustainability performance: In 2024, the greenhouse gas emission intensity, biodiversity engagement and non-recycled waste footprints of portfolio companies in the IEB funds showed lower environmental impacts compared to those in the benchmark. In addition, the funds actively exercise their voting rights and regularly engage on environmental and social issues relevant to each investee's business model, as well as on general corporate governance issues. This engagement is part of Triodos Bank's broader strategy to promote sustainable long-term value creation for all stakeholders.
However, like many other active funds, they struggled to outperform passive competitors financially. According to external sources such as Morningstar, sustainable funds reached a record AUM of $3.56 trillion in 2024, but achieved a median return of 0.4%, compared with 1.7% for traditional funds in the second half of 2024.
Triodos Bank's risk management framework is robust and integrated into their values-based banking model. The bank's approach to risk management includes a comprehensive framework covering corporate, financial and non-financial risks, supported by governance and oversight.
The bank's commitment to sustainability and transparency is reflected in their climate strategy and reporting practices.
Making a positive impact on people and the planet with money is core Triodos mission. Traditionally from a powerful dichotomy: "Change finance and Finance change".
"Finance change": financial capital with which to make an impact has grown from 23.2 billion in 2023 to 24.1 billion in 2024, a growth of 905 million
This money is invested in five key social transitions: energy, raw materials, food, society and welfare. Again, this year, the bank provides not only the figures but also inspiring stories about the projects being funded.
A setback for the bank is that the ambition to achieve net zero in 2035 for the entire portfolio of loans and investments turns out not to be feasible. One reason for this is tightened requirements for neutralising the remaining emissions (by capturing and storing CO2). As a result, Triodos will have to work even harder to reduce emissions and has sharply increased its interim target for 2030 from 32% to 42%. The bank stresses that it remains resolutely committed to equitable, fossil-free and nature-positive economics and will publish a new climate strategy in 2025. SAAT is curious to see what this new climate strategy will look like and will draw attention to it at the AGM.
"Change finance": Triodos is actively lobbying internationally, Europe and in the Netherlands. This is important because opposing forces are growing.
Triodos had already joined the global campaign for a fossil fuel non-proliferation treaty in 2023, the first bank to do so. In 2024, the bank managed to activate 42,500 citizens in the Netherlands to join, enough to get the issue on the agenda of the Dutch parliament.
In summary, on the impact front, 2024 has been a good but challenging year for Triodos. The ambition to be net zero by 2035 proved unachievable and necessitated adjustments to the bank's climate strategy. At the same time, the bank is one of the most climate-friendly in the world and managed to raise more money to make positive impact in 2024. And, very importantly in a rapidly polarising world, Triodos is providing a necessary and powerful voice for positive change
The restructuring into 'one bank' announced in 2023 to arrive, at a new operating model, was implemented in 2024. The planned FTE reduction was almost achieved. At the same time, additional FTEs have been hired at 'Know Your Client', IT and product development, among others, due to increases in laws and regulations, so that the number of FTEs has increased to 1938 (1851 at the end of 2023). SAAT would like to better understand why the total number of employees has increased and what the future prospects are.
Much attention has been paid to 'people and culture'. Here, the strategy developed focuses on a value-driven, inclusive and engaged organisation. Taking responsibility, personal leadership and risk awareness are central to this. To make this happen, several programmes have been launched such as the "Make Change Work" programme as well as the "LEAD" programme for executives. The culture pursued by the bank is in line with the vision, strategy as well as the impact the bank wants to make. This is happening successfully; colleague engagement is very high (8.4 according to employee survey).
Wellbeing is an important topic within the bank, with 2024 paying particular attention to mental health, shaped among other things by “Mental Wealth Awareness week". There is also a continuous focus on absenteeism and employee engagement.
Also last year, SAAT already dwelled on the bank's equity, diversity and inclusion policy, conditional for achieving its ambition. SAAT sees that this policy has been further embedded within the bank. For instance, additional policy documents and the selection process have been adapted, networks and mentor relationships have been established and results are being monitored.
Triodos Bank has an international remuneration and appointment policy for all its co-workers. The basic principle here is that co-workers can lead a nice life while contributing to the bank and to society. Salaries are modest and at the same time sufficient to be attractive on the (financial) labour market. Salaries are not linked to the organisation's performance and any additional rewards are very modest and exceptional. External analysis shows that male and female employees are rewarded equally. The internal pay ratio (highest salary compared to the average) is, like last year, 4.9. This is well within the set maximum of 7. The salary of the Executive Board is set by the Supervisory Board based on the Executive Board remuneration policy. The salary of the Supervisory Board is set by the shareholders' meeting.
Consultation with s holders revealed, among other things, that the annual report does not report in detail on Triodos Bank customer satisfaction. SAAT calls attention to this.
Agenda item: 3b. Dividend over 2024
Triodos Bank's dividend proposal includes a total dividend for 2024 of EUR 1.27 per depository receipt, including the interim dividend of EUR 1.27 paid in September 2024. Due to the provision made in connection with the expected costs of the settlement proposal offered to eligible depository receipt holders, no final dividend is proposed for 2024.
The bank's dividend policy is to pay a total dividend per year of 50% of net profit. However, the policy allows this percentage to be increased. SAAT suggests the bank consider looking at this in the future; a higher dividend is of interest to many depository receipt holders and may also attract new depository receipt holders.
Agenda item: 4a. Discharge of the members of the Executive Board in office in the financial year 2024 for the performance of their duties in 2024
and
Agenda item 4b. Discharge of the members of he Supervisory Board in office in the financial year 2024 for the performance of their duties in 2024
As usual, the agenda includes the discharge of the members of the Executive Board and Supervisory Board for the policies pursued and supervision exercised in 2024, respectively, as reflected in the 2024 financial statements and announcements made at the General Meeting. The discharge relates only to 2024, not to acts or omissions from previous years. With discharge, Triodos waives any claims under this policy towards the Management Board and Supervisory Board.
Agenda item group “Governance – and Legal agenda items”
Agenda item 5a. Adoption of remuneration policy of the Executive Board
As a result of the proposed listing of depository receipts on Euronext Amsterdam, new legal requirements have become applicable regarding the remuneration policy of the board of directors. In line with these requirements and other needs, the bank has adjusted the current remuneration policy. The employment contract of EB members will be converted into a "services agreement". Also, EB members' compensation will be benchmarked against Euronext Small Cap Index and remain within the range of selected sector peers.
There was also discussion about a possible share or depository receipt scheme for Executive Board members ("skin in the game") for Executive Board members. SAAT agrees with the supervisory board’s position on performance-related remuneration (alignment), as reflected in the documents, namely that it is not desirable at this time. SAAT also supports the premise that any change to this position should be presented to the AGM for approval prior to its adoption.
Agenda item 5b. Adoption of the remuneration policy of the Supervisory Board
A proposal for a new supervisory board remuneration policy is also on the AGM agenda. In October last year, this topic caused unrest ahead of Triodos' AGM. Now SAAT and other stakeholders have been consulted in advance by Triodos on this agenda item. SAAT appreciates the tone and manner in which this consultation was conducted by Triodos.
SAAT also assesses this proposal from the triple perspective: the interest of depository receipt holders, of the bank and the interest of mission of the bank. This includes the following considerations:
- Triodos strives for controlled remuneration policies, though remuneration should be fair, in line with responsibilities, complexity and time commitment of supervisory board members.
- Remuneration does not depend on the bank's results
- Establishing a remuneration policy is a legal requirement for listed companies.
- SAAT supports a fixed fee to be approved annually by the AGM
- SAAT also supports the principles on which peer benchmarking takes place. For SAAT, however, it is important that the social element, Triodos as a social investment bank, is adequately reflected in the benchmark. The bank notes in its notes on this that it specifically looked at a social benchmark and the composition of this benchmark consisting of non-profit organisations.
- SAAT believes it is prudent to exercise restraint in setting the fee before 2025 and limit the increase to the proposed indexation as per CBA Banks.
SAAT recognises that there is a big gap between current SB remuneration and the small cap market. The starting point for SAAT is that that gap should not become too large. In addition, it is in the interest of both the bank, depository receipt holders and the bank's mission that the bank can attract well-qualified supervisory board members.
Agenda item 7. Authorisation of the Executive Board to acquire shares and depository receipts for shares in the capital of Triodos Bank
An authorisation to the Triodos Bank board to acquire shares or depository receipts for a period of 18 months is a common decision for companies like Triodos Bank. Granting this is in line with policy in recent years. To use this authorisation, Triodos needs prior approval from the DNB. As a result, after SAAT's consent, the use of the authorisation is still subject to supervision and safeguards.
Agenda item 8. Proposal to appoint KPMG as Triodos Bank's new external auditor.
The statutory maximum appointment term of 10 years has been reached by PwC.
Triodos' supervisory board proposes to the AGM to appoint KPMG as external auditor for a period of four years, starting from financial year 2026, after going through an extensive selection procedure for this purpose.
Agenda item 9b. Proposal to appoint Simone Huis in 't Veld as member of the Supervisory Board
SAAT took note of the Supervisory Board's explanation, Simone Huis in 't Veld's motivation for standing for election and her CV.
SAAT supports the proposed appointment of Simone Huis in 't Veld and wishes her every success in her role.
Agenda item 9c. Proposal to reappoint Susanne Hannestad as member of the Supervisory Board
SAAT took note of the Supervisory Board's explanations, Susanne Hannestad's reasons for standing for election and her CV.
SAAT supports Susanne Hannestad's proposal for reappointment and also wishes her well.
Vote
SAAT intends to vote in favour of all voting items on the agenda at the AGM on 23 May next.
This is a machine-generated translation of the original Dutch voting statement
