Executive Board
Supervisory Board
The Executive Board of Rabobank Nederland is responsible for the management of
Rabobank Nederland and its affiliated entities. This includes responsibility for the
achievement of the objectives of Rabobank Group as a whole, its strategic policy, its results,
the synergy within Rabobank Group, compliance with all relevant laws and regulations,
the management of business risks and the financing of Rabobank Group. The Executive
Board reports on all these aspects to the Supervisory Board, the Central Delegates Assembly
(the organisation's 'parliament', which is authorised to take decisions on behalf of the local
Rabobanks) and the General Meeting of Rabobank Nederland, which is formed by the
members, i.e. the local Rabobanks.
The management of Rabobank Group is based in part on the interrelationship between
risk, return and reserves. The Financial Supervision Act and the subordinate legislation based
thereon, as well as regulations imposed by the supervisory authorities - i.e. the Dutch
Central Bank (DNB) and the Netherlands Authority for the Financial Markets (AFM) - have
formulated standards for financial institutions. The supervision on the bank's solvency and
stability - i.e. prudential supervision - is performed by DNB, while the AFM has the
supervision of the bank's conduct. Obviously, these regulations form the framework for the
organisation and control of Rabobank Group's activities.
The members of the Executive Board are appointed by the Supervisory Board for a five-
year period, but their contracts of employment are for an indefinite period. They may be
dismissed and suspended by the Supervisory Board. The Supervisory Board determines the
remuneration of the members of the Executive Board and reports on this to the
Confidentiality Committee of the Central Delegates Assembly. The principles of the
remuneration policy for the Executive Board, as recommended by the Supervisory Board,
are established by the Central Delegates Assembly. Finally, the Supervisory Board
periodically assesses and follows up on the Executive Board's performance.
The Supervisory Board performs the supervisory role within Rabobank Nederland.
This means that the Supervisory Board supervises the policy pursued by the Executive Board
and the general conduct of affairs of Rabobank Nederland and its affiliated entities. As part
of this task, the achievement of the Group's objectives, the strategy, business risks, the
design and operation of the internal risk management and control systems, the financial
reporting process and compliance with laws and regulations are discussed at length and
tested regularly. In addition, the Supervisory Board has an advisory role in respect of the
Executive Board.
In the performance of their duties, the members of the Supervisory Board act in the interests
of all stakeholders of Rabobank Nederland and its affiliated entities. Certain key Executive
Board decisions are subject to Supervisory Board approval. Examples include decisions on
strategic collaboration with third parties, major investments and acquisitions, as well as the
annual adoption of policy plans and the budget.
The members of the Supervisory Board are appointed by the General Meeting on the
recommendation of the Supervisory Board. The independence of the individual members is
an important consideration in this respect. The Confidentiality Committee of the Central
Delegates Assembly determines the remuneration of the members of the Supervisory Board
and has a say in the profile of the members of the Supervisory Board.
The Supervisory Board annually assesses its own performance, in terms of the collective
body's performance and that of its individual members. Initiatives are developed regularly in
order to keep the members of the Supervisory Board up-to-date on developments in the
institutional and legal environment in which the bank operates and on risk management
systems. The Supervisory Board has five committees: the Cooperative Issues Committee, the
Audit Compliance Committee, the Appointment Committee, the Remuneration Committee
and the Appeals Committee.
