The members of the Executive Board are appointed by the Supervisory Board for a four-year
period, but their contracts of employment are for an indefinite period. Reappointments like
wise are for a four-year term. Members 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 Committee on Confidential Matters 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.
Supervisory Board
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 thereof, the Super
visory Board monitors compliance with the law, the Articles of Association and other relevant
rules and regulations. In practice, this means that 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. The Supervisory Board has five committees: the Audit
Compliance Committee, the Cooperative Issues Committee, the Appointments Committee,
the Remuneration Committee and the Appeals Committee.These committees perform
preparatory and advisory work for the Supervisory 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, taking account of the
corporate social responsibility aspects that are relevant to the various business entities.
Key Executive Board decisions are subject to Supervisory Board approval. Examples include
decisions on the strategy for target achievement, strategic preconditions regarding e.g.
financial risks and relevant aspects of corporate social responsibility, the annual adoption of
policy plans and the budget, the operational and financial targets and strategic collaboration
with third parties, major investments and acquisitions.
The members of the Supervisory Board are appointed by the General Meeting of Rabobank
Nederland at the recommendation of the Supervisory Board. However, the Executive Board, as
well as Rabobank Nederland's Works Council and the General Meeting are each entitled to
nominate individuals for consideration by the Supervisory Board. The independence of the
individual members, among other factors, is an important consideration for nominations and
appointments of Supervisory Board members. Any semblance of a conflict of interests must
be avoided. The profile for the Supervisory Board sets standards for its size and composition,
taking into account the nature of the enterprises carried on by Rabobank Nederland and its
activities, and for the expertise, backgrounds and diversity of the Supervisory Board members.
The profile for the Supervisory Board is drawn up in consultation with the Committee on
Confidential Matters of the Central Delegates Assembly and is adopted by the General Meeting.
The Supervisory Board's desired composition and the competencies represented in it are
specific areas of attention, within the profile's framework, when nominating candidates for
appointment or reappointment.
The Committee on Confidential Matters of the Central Delegates Assembly sets the
remuneration of the Supervisory Board members and also has a say in the profile of the
members of the Supervisory Board.
The Supervisory Board, headed by its Chairman, continually assesses its own performance,
both as a collective body and in terms of its separate committees and individual members.
Initiatives are developed regularly to keep Supervisory Board members abreast of develop
ments or to increase their knowledge in various areas.
Member influence
As a cooperative, Rabobank has members, not shareholders like (listed) companies do.
The local cooperative Rabobanks are members of the Rabobank Nederland cooperative and
for this reason have an important role in the working of Rabobank Nederland's governance.
In that context, a key element is the open and transparent culture, with clear accountability
for the management and supervision and the assessment thereof. The influence and control
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Report 2009 Rabobank Group
