Relationship between Rabobank Nederland
and the local Rabobanks
of the local Rabobanks are manifested through their representation in two bodies: the Central
Delegates Assembly and the General Meeting. The local Rabobanks can vote at the General
Meeting according to a formula that is adjusted periodically by the Executive Board, and
through indirect representation at the Central Delegates Assembly.
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), which meets four times a year in the city of Utrecht.
Prior to the CKV, the banks belonging to a particular Regional Delegates Assembly discuss
the agenda at their Assembly. Thus, the members of the local Rabobanks, through the
representation of the local management and supervisory bodies in the Regional Delegates
Assemblies, are represented in the CKV, although without instructions or consultations.
The majority of the Boards of the Regional Delegates Assemblies and thereby the CKV consists
of individuals elected by the local members, who from their commitment to the Rabobank
organisation wish to fulfil this role.
The CKV's powers include the adoption of rules that are binding for all local Rabobanks, and
of Rabobank Group's strategy. This strategy describes the principles for the Executive Board's
policies and thereby 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 its 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. Finally, the Central Delegates Assembly issues
advice to the local Rabobanks on all the items on the agenda pertaining to the General Meeting.
The manner in which Rabobank Nederland accounts for its policy to its members in the CKV
is considerably 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 a virtually 100 per cent 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 checks. The Emergency Affairs Committee advises the Executive Board
on behalf of the CKV in urgent, price-sensitive and/or 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.
The General Meeting too, enjoys almost full attendance.
The Rabobank Nederland cooperative and its members
Rabobank Nederland was established for the support of the local Rabobanks'banking business
and acts as their bankers' bank. In addition, Rabobank Nederland acts as supervisor of the
local Rabobanks, partly on behalf of the Dutch supervisory authorities. Only banks that have
a cooperative structure and whose Articles of Association have been approved by Rabobank
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Corporate governance
