Tabaksblat Code
With great appreciation, the Executive Board
read the Dutch Corporate Governance Code as
presented by the Committee Tabaksblat on
9 December 2003.The definitive Code meets
a number of important concerns voiced earlier
by various stakeholders.
Tabaksblat Code 67
The Executive Board endorses the Committee Tabaksblat's objectives
and considers the Code as a positive step in the process of restoring
confidence in the Dutch business sector. The Code contains many
provisions that may be regarded as widely accepted views on good
corporate governance.The Code does not formally apply to a
co-operative such as Rabobank. But being firmly rooted in society,
Rabobank intends to take the Code into proper consideration despite its
different legal form and corporate governance structure. Our special
structure however, could lead to a number of deviations from the Code's
provisions, particularly in the case of the local Rabobanks.The Executive
Board is confident that a satisfactory explanation can be supplied
should this occur.
The Supervisory Board and the Executive Board together are studying
the interpretation of the various provisions and the way in which they
can be implemented within Rabobank's structure.The Rabobank meets
the Code's provisions in many respects, either by its legal form, with its
members' interests as a central element, or by its historical focus on
members' authorities, as well as its transparent role division between
management and supervision. For Rabobank Nederland, the change in
the management model carried out in 2002 is a case in point.The
management model is currently being discussed by the local banks. In
its Annual Report 2004 and at the General Meeting of Shareholders in
2005, Rabobank will discuss in greater detail the way in which the
Rabobank is to apply the Code.
core duties are and what added value
you provide as a supervisor. The division
of duties between directors, managers
and the supervisory board was clearly
explained. I, too, sometimes have the urge
to take a front seat, whereas as a supervisor
it is in fact crucial that you are not the one
driving the car. Within the supervisory
board, we regularly perform a critical review
of our own duties and responsibilities in
the various areas that concern us. This
helps us to continually improve our under
standing and performance. After all, the
quality of a management model is heavily
dependent on the proper definition of the
various roles.'
