Membership of the Supervisory Board
Committees of the Supervisory Board
Working methods
It is important that the Supervisory Board can perform its
duties independently. Any semblance of a conflict of interests
must be avoided. Equally important are its expertise and
broad composition, the criteria for which have been
defined in the profile for the Supervisory Board. In both
appointments and reappointments of members of the
Supervisory Board, these aspects are the subject of
extensive review.
On 15 June 2006, the General Meeting of Rabobank
Nederland appointed Ms L.O. Fresco as a new member
of the Supervisory Board in the vacancy resulting from
Mr W.F. Duisenberg's sudden death in 2005. Ms Fresco's
background fits Rabobank's international food agri
strategy and CSR ambitions well. Until 1 June 2006, she
was Assistant Director-General of the Food and Agriculture
Organisation (FAO) of the United Nations in Rome. From
that date, she has been a University Professor at Amsterdam
University holding the chair of International Development
and Sustainability. The General Meeting also resolved to
reappoint Mr H.C. Scheffer, Mr M.J.M. Tielen and
Mr A.W. Veenman as members of the Supervisory Board.
The Supervisory Board has five committees. These
committees prepare advice to the Supervisory Board,
which then bases its resolutions in part on this advice. In
2006, the Audit Committee changed its name into Audit
Compliance Committee to reflect its responsibility for
compliance supervision, while the Cooperative Issues
Committee included corporate social responsibility (CSR)
in its duties as an area of special focus.
To support it in the proper performance of its duties, the
Supervisory Board regularly requests information on banking
and non-banking issues. In 2006, specific areas of focus
were Rabobank Group's solvency, ICT, CSR, the functioning
of the compliance organisation within Rabobank and
acquisitions according to strategic priorities. Other points
of special interest in 2006 included the development of top
talent, the fierce competition in the mortgage market and
trends in the results of the local Rabobanks. In this context,
the Supervisory Board also discussed on several occasions
the great burden placed on Rabobank's regular activities
ensuing, in particular, from the volume of external
regulation. Maintaining sufficient effectiveness in the
market under these conditions is an important issue.
The Supervisory Board met nine times in 2006. Not one
member was repeatedly absent from those meetings.
The Audit Compliance Committee met six times, the
Cooperative Issues Committee four times, the Appointment
Committee and the Remuneration Committee each met
three times and the Appeals Committee met once. The
Chairman of the Supervisory Board has contact at least on
a monthly basis with the Chairman of the Executive Board
and holds monthly meetings with the internal auditor and
the Supervision and Compliance Manager. In addition, the
Chairman of the Supervisory Board, the Chairman of the
Audit Compliance Committee, the external auditor and
the internal auditor meet at least four times a year.
Committee
and duties
Composition
at 1 January 2007
Audit Compliance Committee
M. Minderhoud
chairman
Preparatory work for the Supervisory
L.J.M. Berndsen
permanent member
Board's decision-making on financial
L. Koopmans
permanent member
issues, supervision and information
S.E. Eisma
rotating member
and communication technology (ICT).
A.W. Veenman
rotating member
A.J.A.M. Vermeer
rotating member
Cooperative Issues Committee
A.J.A.M. Vermeer
chairman
Preparatory work for the Supervisory
L. Koopmans
permanent member
Board's decision-making on intended
M.J.M. Tielen
permanent member
policies of the Executive Board
P.F.M. Overmars
permanent member
concerning the cooperative structure
T. de Boon
rotating member
of the local Rabobanks and Rabobank
B. Bijvoet
rotating member
Nederland and concerning corporate
L.O. Fresco
rotating member
social responsibility.
J.A.A.M. van Rossum
rotating member
H.C. Scheffer
rotating member
A.H.C.M. Walravens
rotating member
Appointment Committee
L. Koopmans
chairman
Preparatory work for the Supervisory
L.O. Fresco
member
Board's decision-making on the
P.F.M. Overmars
member
composition of and (re)appointments
H.C. Scheffer
member
to the Supervisory Board and the
A.W. Veenman
member
Executive Board.
A.J.A.M. Vermeer
member
A.H.C.M. Walravens
member
Remuneration Committee
A.H.C.M. Walravens
chairman
Preparatory work for the Supervisory
L.O. Fresco
member
Board's decision-making on the
L. Koopmans
member
remuneration of the members of the
Overmars
member
Executive Board.
H.C. Scheffer
member
A.W. Veenman
member
A.J.A.M. Vermeer
member
Appeals Committee
S.E. Eisma
chairman
Advisory body of appeal in disputes
J.A.A.M. van Rossum
member
between local Rabobanks or between
M.J.M. Tielen
member
one or more local Rabobanks and
Rabobank Nederland.
Report of the Supervisory Board of Rabobank Nederland 11
