Member influence
An important precondition for good corporate governance at Rabobank Group is an open
culture with clear accountability for the management and supervision. Without transparency,
Rabobank Nederland cannot render account to the local Rabobanks on its management and
supervision, nor can this be assessed. The local Rabobanks are members of the Rabobank
Nederland cooperative. This membership entails rights and obligations. The influence and
control of the local Rabobanks are manifested through their representation in two bodies:
the Central Delegates Assembly and the General Meeting. In addition, the local Rabobanks
are Rabobank Nederland's shareholders.
Central Delegates Assembly
As from 1 January 2007, the local Rabobanks are organised geographically in 12 regions.
The Boards of the Regional Delegates Assemblies form the Central Delegates Assembly
(CKV). Through the representation of the local management and supervisory bodies in the
Regional Delegates Assemblies, the members/clients of the local Rabobanks are represented
in the CKV, which meets in Utrecht four times a year.
The CKV's powers include the establishment of rules that all local Rabobanks must comply
with and the establishment of the Strategic Framework. The outcome directly influences
Rabobank Group's policy. The CKV also approves the annual plan and the budget of the local
Rabobanks. The CKV has substantive discussions, which mainly concern the local Rabobanks.
These discussions are held not only as part of the CKV's specific duties and powers, but also
with the aim of encouraging commitment in the local Rabobanks and consensus between
the local Rabobanks and Rabobank Nederland.
Consequently, the manner in which Rabobank Nederland accounts for its policy to its
members is more extensive than the account rendered by a typical listed public company to
its shareholders. Because of the special relationship between Rabobank Nederland and its
members, the CKV enjoys very high attendance. In order to operate effectively, the CKV has
appointed committees, which are charged with special duties. They are: the Committee on
Confidential Matters (advises on appointments in the Supervisory Board, fixes the
Supervisory Board's remuneration and assesses the Supervisory Board's application of the
remuneration policy), the Coordinating Committee (draws up the agenda of the Central
Delegates Assembly and subjects items for the agenda to formality compliance tests) and
the Speed Circuit Committee (advises the Executive Board on behalf of the CKV in urgent
and confidential cases concerning major investments or divestments).
In order to maintain maximum effectiveness of the Central Delegates Assembly, an internal
committee was established in 2006 whose task was to advise on the CKV's desired future size
and composition. The committee's recommendations included the following: to reduce the
CKV membership from 120 to 72, to introduce observers in the CKV and to confirm the CKV's
composition according to the ratio of '2 elected members to 1 appointed member'.
These recommendations have been implemented.
General Meeting
The General Meeting is the body through which all local Rabobanks, as members of
Rabobank Nederland, can exercise direct control. The General Meeting deals with important
issues, such as the adoption of the financial statements, approval and endorsement of
management en supervision, amendments to the Articles of Association and regulations,
and the appointment of members of the Supervisory Board. The Central Delegates Assembly
issues advice prior to the General Meeting on all the items on the agenda. This procedure
ensures that, prior to the General Meeting, these subjects have been discussed in detail on a
local, regional and central level. The local Rabobanks have voting rights in the General
Meeting in proportion to their size. Because of the special relationship between Rabobank
Nederland and its members, the General Meeting enjoys almost full attendance.
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Rabobank Group Annual Report 2007
