Proposal to the General Meeting
12 Rabobank Group Annual Report 2004
Report of the Supervisory Board of Rabobank Nederland
Special attention was paid to the following subjects.
1) Financial statements 2003
The Audit Committee did intensive preparatory work to facilitate the
review of the 2003 financial statements. This included a detailed
discussion with the Executive Board of the management letter and the
report of the auditors, in the presence of both the internal auditor and
the external auditors.
2) Budget 2005
In accordance with the Articles of Association, the budget for 2005 was
discussed and approved by the Supervisory Board. Again, the Audit
Committee provided important input for this purpose.
3) Member benefit system
Within Rabobank, intensive discussions have been going on for some
time as to both the desirability and feasibility of a member benefit
system. The impact of a possible introduction of such a system would
be major, in both organisational and financial terms. In 2004, the
Cooperative Issues Committee closely followed developments in this
area. The Supervisory Board supports the Executive Board's desire to
hold extensive discussions with the local banks on this subject. It is
expected that final conclusions will be drawn in the course of 2005.
4) Operation Service
The members of the Supervisory Board critically monitored the review
of Rabobank Nederland regarding the desired and necessary support
activities for the local Rabobanks. The Supervisory Board approved the
reorganisation now initiated, involving a redistribution of activities and
staff reduction of 1,200 FTEs. The Board is convinced that this will enable
Rabobank Nederland to operate in a more customer-oriented way in
support of the local banks as well as to reduce the costs charged on to
the local banks. The members of the Supervisory Board emphasised the
vital importance of the related culture change at Rabobank Nederland.
5) Strategic developments
The Supervisory Board regularly considered proposed participating
interests and acquisitions. In the international environment, such deve
lopments often take place in the context of the foreign retail banking
strategy. Proper attention was paid to monitoring both the alignment
and the management of proposed participating interests or acquisitions
as well as the solvency requirement. A recurring topic was the envisaged
strengthening of the collaboration with Eureko/Achmea, which is being
carefully pursued by the Executive Board and is the subject of intensive
consultation with the Supervisory Board.
6) Change to local management model
The change to the management model of local banks was finalised in
2004. Local banks could opt for the partnership model, which has existed
since 1998, or the management model, with appointed professional
managers combined with elected supervisors and a member council.
The Supervisory Board of Rabobank Nederland closely monitored how
the new model was formed, parallel to the existing one, in terms of
changes to the Articles of Association, regulations and profiles and how
it was introduced in the organisation.
In compliance with the relevant provisions of the Articles of Association
of Rabobank Nederland, the Supervisory Board has reviewed the annual
report and the financial statements for 2004. This review included a dis
cussion with the external auditors. Partly on the basis of the unqualified
auditors' report issued by Ernst Young Accountants and having regard
to the provisions of Article 20, paragraph i, of the Articles of Association,
the Supervisory Board proposes that the General Meeting of Rabobank
Nederland adopt the financial statements for 2004 and appropriate the
profit for the year as proposed.
