Report of the
Supervisory Board of
Rabobank Nederland
Introduction
Membership of the Supervisory Board
Supervisory Board
Corporate governance
Report on the Supervisory Board's activities in 2005
11
Rabobank Group Annual Report 2005
The Supervisory Board of Rabobank Nederland supervises the policy of
the Executive Board of Rabobank Nederland and the general conduct of
affairs at Rabobank Group and its affiliated entities. In addition, the
Supervisory Board advises the Executive Board. Lastly, the Supervisory
Board is responsible for the appointment and remuneration of the
members of the Executive Board.
In Mr W.F. Duisenberg, who passed away on 31 July 2005, the
Supervisory Board has lost a dedicated and exceptionally
competent member. His track record as Dutch Minister of
Finance, President of the Dutch Central Bank and first
President of the European Central Bank and his knowledge
of both the national and the international financial system
commanded a great deal of respect. The Supervisory Board
will remember with deep gratitude Mr Duisenberg's valuable
contribution to the Board's performance of its duties.
A profile has been drawn up for the Supervisory Board, defining the
criteria for the Board's membership, expertise and composition.
The profile was last updated by the General Meeting of Rabobank
Nederland held on 16 June 2005.
On 16 June 2005, the General Meeting appointed Mr PF.M. Overmars
as a new member of the Supervisory Board. This appointment, which
became effective on 15 November 2005, ensued from the strategic
collaboration between Rabobank Nederland and Eureko/Achmea which
included an agreement on the mutual appointment of additional mem
bers of the Supervisory Board. Consequently, Eureko/Achmea is now
represented in Rabobank Nederland by a second member of the
Supervisory Board, in addition to Mr A.H.C.M. Walravens. Also on 16 June
2005 and after due consideration, the General Meeting reappointed
Mr Koopmans as Chairman and Mr Berndsen and Mr Eisma as members
of the Supervisory Board.
Lens Koopmans (L.)
Chairman
Antoon Vermeer (A.J.A.M.)
Deputy Chairman
Sjoerd Eisma (S.E.)
Secretary
Leo Berndsen (L.J.M.)
Member
Bernard Bijvoet (B.)
Member
Teun Boon (T.)
Member
Marinus Minderhoud (M.)
Member
Paul Overmars (P.F.M.)
Member
Hans van Rossum (J.A.A.M.)
Member
Herman Scheffer (H.C.)
Member
Martin Tielen (M.J.M.)
Member
Aad Veenman (A.W.)
Member
Arnold Walravens (A.H.C.M.)
Member
Corporate governance at Rabobank Nederland is discussed in the
chapter 'Corporate Governance. The way in which Rabobank Group
intends to comply with the Dutch Corporate Governance Code, in light
of its cooperative structure, was discussed extensively at the General
Meeting on 16 June 2005. A detailed explanation of the application of
the Dutch Corporate Governance Code can be found on the Rabobank
Group website. See also www.rabobankgroep.nl, under Rabobank Group.
To support it in the proper performance of its duties, the Supervisory
Board regularly requests information on banking and non-banking
issues. Thus, there is a focused investment in the expertise of the Board's
members. In this context, the Board paid specific attention in 2005 to
activities aimed at being 'in control', the Dutch Corporate Governance
Code and the transition to the new IFRS accounting policies.
