Corporate governance
The Supervisory Board's own performance
Extended duties
In 2007, the regulations for the Supervisory Board and its committees were updated.
This mainly concerns the Audit Committee's name change to Audit Compliance Committee
following the addition of the field of compliance to the duties of this committee. Corporate
social responsibility was added to the duties of the Cooperative Issues Committee.
Further, the changes to Rabobank Nederland's Articles of Association of 2 January 2007,
following the implementation of the Financial Supervision Act (Wft), have been detailed in
the regulations. The adjusted regulations have subsequently been published on the website.
Keeping abreast of developments
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 Group Compliance Officer. 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. Furthermore, the Chairman of the Supervisory Board
chairs the General Meetings of Shareholders.
During the year, the members of the Supervisory Board regularly attended, as observers,
meetings of the Rabobank Nederland Works Council, as well as the Regional and Central
Delegates Assembly. This enables the Supervisory Board to keep up to date with the
interests of Rabobank Nederland's major stakeholders.
As part of their continuous learning, the members of the Supervisory Board gained
information on aspects of ICT, the corporate governance aspects of a decision of the
Enterprise Section of the Court of Appeal and the duty of care. They also devoted a meeting
to the subject of risk management, with an in-depth discussion of the policies for liquidity
and interest rate risk. Finally, as part of the training programme, the Board made a separate
study of Rabobank Group's funding policy.
Corporate governance at Rabobank Nederland is discussed in the chapter 'Corporate
governance'. The three pillars of this governance are decisive management, effective
member influence and strong and independent supervision. The Supervisory Board also fully
endorses the contents of this chapter.
Change in the Central Delegates Assembly's structure
In 2007, the Supervisory Board took note of the report of the Bierens Committee, i.e. the
internal committee whose terms of reference included a study of the structure of Rabobank
Nederland's chief member body, the Central Delegates Assembly (CKV). Recommendations in
this report 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 were implemented in 2007.
Modernisation of internal financial relationships
In 2007, the Supervisory Board extensively discussed the final report of the Internal Financial
Relationships committee, which was chaired by J.S.S. Weitenberg. As was the case for the
Bierens committee, this committee likewise comprised directors, managers and supervisory
board members of local Rabobanks, as well as Rabobank Nederland employees. The
Supervisory Board endorsed the report, that also received wide support from the CKV held
on 12 December 2007. It concerns modernisation of the financial relationships between the
local Rabobanks and Rabobank Nederland and streamlining internal arrangements, such as
settlement arrangements. The purpose of all this is to achieve the ambitions of the local
Rabobanks. In addition, it helps internal transparency. Ultimately, the report should result in
further definition through a resolution by the General Meeting of 2008 and in changes to the
Articles of Association of Rabobank Nederland.
In 2007, the Supervisory Board again considered its own performance in terms both of its
performance as a collective body and that of its individual members. This review is held
annually. Matters reviewed in this context included members' attendance at Board meetings
