- - - - Inhoudsopgave Voorwoord Bestuursverslag Corporate governance Consolidated Financial Statements Company Financial Statements Pillar 3 Performance management objectives are set, taking strategie and year plans into account. Targets for Identified Staffat Group level are set top-down. Any deviation from the above must be fully described and then approved by the Supervisory Board in accordance with the exceptions procedure. In 2013 Rabobank stopped paying variable pay completely forthe members of the executive board without offering any compensation in fixed pay or otherwise. For most Executives, variable pay was stopped in 2014. Payment of variable remuneration to other Identified Staff takes place over a period long enough to adequately take risks, related to the underlying business activities, into account.Therefore, a significant proportion of at least 50% of the variable remuneration is conditional and deferred for all Identified Staff, with the exception of Identified Staff working in Leasing in de US, where 40% of the variable remuneration is conditional and deferred. The deferred part of the variable pay vests for all Identified Staff three years after the end of the relevant performance period, provided that (i) the participant is still employed by Rabobank Group at that time, and (ii) the ex-post evaluation does not give cause to adjust the deferred part of the variable pay (malus). With respect to the application of malus the following assessment framework is applied to all Identified Staff: proof of material errors by the employee; award of the variable pay on the basis of incorrect, misleading information or as a result of fraudulent conduct by the relevant employee; participation in or responsibility for conduct that has led to considerable loss and/or damage to the reputation of the Rabobank Group; proof of the employee not meeting the applicable standards with respect to ability and correct conduct; overall financial performance.The minimum requirement is that after award and payment of variable pay, Rabobank's CET1 capital ratio must be at or above the threshold laid down under the applicable legislation (Basel). If and to the extent that this minimum requirement is not met, variable pay will not be awarded or paid (in full); a significant breach in risk management; a significant negative change in the CET1 capital of Rabobank. 50% of both the direct part and the deferred part of the variable pay of Identified Staff, is awarded in cash (cash component). The other 50% is awarded in the form of an instrument (instrument component), (i.e. the Deferred Remuneration Note (DRN)). The value of a DRN is linked to the price of a Rabobank Certificate, registered at NYSE Euronext. Rabobank offers no fixed or variable pay in the form of options or shareholding rights to employees. Table 58 discloses the remuneration awarded to Identified Staff relating to 2016. Table 58: Remuneration identified staff. For all Identified Staff variable pay is no more than 100% of fixed pay, where 208 Identified Staff received no variable pay at all. The members of the supervisory board was paid 1 in cash, in the form of a fixed fee. As the Supervisory Board receives no variable pay this category Identified Staff is not included in tables 58-61. Remuneration Identified Staff relating to 2016 Executive Board Retail, incl. RN Wholesale Leasing Real Estate Deferred and Deferred and Deferred and Deferred and Deferred and in thousands of euros Direct conditional Direct conditional Direct conditional Direct conditional Direct conditional Fixed Remuneration Cash based 7,534 34,602 65,705 16,413 5,079 Instruments - - - - - - - - - Variable remuneration Cash based 82 95 5,684 7,439 453 385 152 152 Instruments 82 95 5,684 7,439 453 385 152 152 367 11. Remuneration

Rabobank Bronnenarchief

Jaarverslagen Rabobank | 2016 | | pagina 368