Central Delegates Assembly
The local Rabobanks are organised geographically in twelve Regional Delegates Assemblies, each with
a Board of six. Together, 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 of the local Rabobanks are represented in the CKV, which
meets in Utrecht four times a year.
The CKV's powers include the adoption of rules that all local Rabobanks must comply with and of the
Strategic Framework. The outcome directly influences Rabobank Group's policy. The CKV also approves
the budget for Rabobank Nederland's activities on behalf of the local Rabobanks. The CKV has in-depth
discussions, which 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 limited 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 three committees from among
its members, which are charged with special duties. The Committee on Confidential Matters advises on
appointments to the Supervisory Board, sets 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. The Emergency Affairs Committee advises the Executive Board on behalf of the CKV in urgent and
confidential cases concerning major investments or divestments.
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 and supervision, amendments to the
Articles of Association, 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. Because of the special relationship between Rabobank Nederland and its
members, the General Meeting enjoys almost full attendance.
Employee influence
The Group Works Council of Member Banks (GOR AB) is an employee representative body that represents
the interests of staff members at the local Rabobanks on issues that concern the social policy of all local
Rabobanks. The GOR AB does not affect the position of Rabobank Nederland's Works Council or the
Works Councils of the local Rabobanks. These Works Councils act in full as employee representative
bodies within the meaning of the Dutch Works Councils Act.
Corporate governance at the local Rabobanks
Only banks that have a cooperative structure and whose Articles of Association have been approved
by Rabobank Nederland can be members of Rabobank Nederland. In turn, the local Rabobanks have
members as well, who are local clients.The local Rabobanks have strictly defined rights and obligations
towards Rabobank Nederland and each other. Pursuant to the prudential supervision part of the
Financial Supervision Act and under Rabobank Nederland's Articles of Association and the Articles of
Association of the local Rabobanks, Rabobank Nederland supervises the local Rabobanks on the control
and the integrity of their operations, solvency and liquidity. In addition, under the conduct supervision
part of the Financial Supervision Act, Rabobank Nederland has been appointed by the Dutch Finance
Ministry as the holder of a collective license that also includes the local Rabobanks. Thus, the supervision
of conduct by the AFM is exercised through Rabobank Nederland.
Management and supervision of the local Rabobanks
Two governance models are possible for the local Rabobanks: a Partnership model and an Executive
model. The operation of both models will be reviewed in 2009. Since both governance models provide
assurance of effective member influence and control, the governance of the local Rabobanks is carried
out both adequately and professionally, and in a way that befits their cooperative character.The members
of all the local Rabobanks have important powers, for instance to adopt the financial statements, to
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Rabobank Group Annual Report 2008
