Corporate governance Rabobank Nederland On account of its cooperative organisation, Rabobank's corporate governance is characterised by a unique system of checks and balances. As a result, this governance is in many respects even stricter than in listed enterprises. The members of the independent, cooperative local Rabobanks exercise influence at a local level. As members of Rabobank Nederland, the local Rabobanks in turn play a very important part in the policy-making within Rabobank's organisation. For example, a unique feature is our Central Delegates Assembly, which meets four times a year and in which the influence of the members, i.e. the local Rabobanks, is made to be heard in virtually all strategic decisions. Rabobank aims to be a driver and an innovator that contributes to the sustainable development of prosperity and well-being. One way for Rabobank to put this into practice, is by distributing 'cooperative dividend'to society, for more information see the chapter The cooperative in society. Although the Dutch Corporate Governance Code does not apply to the cooperative as a legal form of enterprise, Rabobank Nederland's corporate governance is broadly consistent with this Code. Rabobank also endorsed the Banking Code, which was adopted in 2009 by the Netherlands Bankers'Association. Employee influence within Rabobank Group likewise has its own, cooperative dimension. www.rabobank.com/corporategovernance Executive Board The Executive Board of Rabobank Nederland is responsible for the management of Rabobank Nederland and its affiliated entities. The management of Rabobank Group is based on its strategic principles and, by extension, on the interrelationship between risk, return and capital. This includes responsibility for the achievement of the objectives of Rabobank Group as a whole, its strategic policy with the associated risk profile, its results, the social aspects of its business and their relevance to the enterprise, the synergy within Rabobank Group, compliance with all relevant laws and regulations, the management of business risks and the financing of Rabobank Group. On all these aspects, the Executive Board reports to the Supervisory Board, the Central Delegates Assembly and the General Meeting of Rabobank Nederland, which is formed by the members, i.e. the local Rabobanks. The Financial Supervision Act and relating subordinate legislation, as well as regulations imposed by the Dutch supervisory authorities, have formulated standards for financial institutions. The supervision on Rabobank's solvency and stability - i.e. prudential supervision - is performed by the Dutch Central Bank, while the Netherlands Authority for the Financial Markets supervises orderly and transparent market processes, sound relationships between market parties and conscientious customer treatment - i.e. conduct supervision. Obviously, these supervisory regulations form the framework for the organisation and control of Rabobank Group's activities. 61 Corporate governance

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Annual Reports Rabobank | 2009 | | pagina 62