the interests of the employees of the local Rabobanks on issues that concern all the local
Rabobanks or a majority thereof. In the case of a proposed decision, as defined in the Dutch
Works Councils Act, that affects the majority of the local Rabobanks, it is submitted for approval
or advice to the GOR AB. When it concerns a proposed decision that does not affect the
majority of all local Rabobanks, the GOR AB does not interfere with the position of the Works
Councils of the local Rabobanks. Rabobank Group also has an employee representative body
at a European level, the European Working Group (EWG), in which employees of Rabobank
offices from the EU member states are represented. The EWG holds discussions with the
Executive Board at least twice a year about developments within Rabobank Group. This does
not affect the role of the national employee representative bodies.
Dutch Corporate Governance Code
Although it is under no obligation to do so due to its cooperative structure, Rabobank
Nederland complies with the Dutch Corporate Governance Code on a voluntary basis.
Partly because of its cooperative structure, Rabobank Nederland departs in some
respects from the Dutch Corporate Governance Code. More information is to be found on:
www.rabobank.com/corporategovernance.
Banking Code
On 9 September 2009, the Banking Code for the Dutch banks was adopted as binding by the
Board of the Netherlands Bankers'Association, in response to the report entitled'Restoring
Trust' ('Naar herstel van vertrouwen') of the Advisory Committee on the Future of Banks in
the Netherlands. Although the Banking Code did not come into force until 1 January 2010,
Rabobank made compliance preparations already in 2009. The Banking Code's most relevant
subjects are discussed below, on a chapter-by-chapter basis.
- Executive Board. Duty of care and the declaration of moral and ethical conduct are two key
concepts in the section on the Executive Board. As regards duty of care, the Executive Board
established the Customer Care policy framework for the entire Rabobank Group as early as
October 2007. It contains nine principles stating how Rabobank intends to manage the
various aspects of duty of care. Subsequently, at the end of 2007, the Executive Board
established an awareness programme concerning these ideas for the organisation. During
2008 and 2009, the policy framework was successfully introduced in the entire organisation.
- The text of the declaration of moral and ethical conduct was prepared in 2009. The principles
as stated in the declaration of moral and ethical conduct will be presented to Rabobank
Group employees in 2010, with the Rabobank Group Code of Conduct and how to manage
dilemmas as central themes. The Rabobank Group Code of Conduct includes the principles
stated in the declaration of moral and ethical conduct. Final decisions on the wording of the
declaration of moral and ethical conduct and on the communication plan will be made in
the beginning of 2010.
- Supervisory Board. Rabobank Nederland's Supervisory Board complies substantially with
the Banking Code's provisions. An impact analysis that was made, shows that some ways
of working should be slightly tightened, with the programme for continuing education
as an example. While there is strong focus on learning by Supervisory Board members,
a continuing education programme will be started in 2010. In addition, starting 2010,
an individual profile will be drawn up for each vacancy on the Supervisory Board, and the
regulations for the Supervisory Board and its committees will be brought in line, to the
extent necessary, with the Banking Code. Finally, the issue of risk management will receive
even greater attention in the Audit Compliance Committee and the Supervisory Board.
- Risk management. Rabobank already largely complies with the Banking Code's
recommendations on risk management, with the Executive Board determining the risk
under the supervision of the Supervisory Board. Rabobank also has a formalised approval
process for the introduction of new products. The question whether all processes fully
comply with the Banking Code's risk management provisions is now under review and some
actions have already been undertaken to tighten some processes, including the formulation
of a risk appetite declaration that fulfils the Banking Code, and tightened regulations for the
Supervisory Board's Audit Compliance Committee.
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Report 2009 Rabobank Group
