Activities of the Supervisory Board in 2009
In line with its formal duties, the Supervisory Board supervised the Executive Board's policy and
the general conduct of affairs at Rabobank Nederland and its affiliated entities. The Supervisory
Board also served as a sounding board to the Executive Board. Regular subjects of discussion
and for approval were the annual and the interim figures, the operational and financial targets,
the strategy, corporate social responsibility, and the risks associated with the Group's activities.
In the area of risk context, topics of discussion included the outcome of the Executive Board's
assessment of the design and effectiveness of the internal risk management and control
systems and any significant changes therein. Other subjects of discussion included the
compliance organisation's operation within Rabobank Group and the compliance with laws
and regulations, the relationship with the local Rabobanks and ICT. The Supervisory Board
also took note of the annual report presented by the Committee on Confidential Matters of
Rabobank's internal whistleblower system. Further, the Supervisory Board updated Rabobank
Nederland's Directors' lending rules. Finally, the Supervisory Board discussed the readjustment
of the duties within the Executive Board in connection with Mr Fleemskerk's retirement and
the appointment of Mr Marttin and Ms Silvis as new members of the Executive Board.
A subject that received special attention in this context was the division as from 1 July 2009
of the Rabobank International business unit into a Wholesale operating area, led by Mr Schat,
and a Rural and Retail Banking operating area, led by Mr Marttin.
In the performance of its duties, the Supervisory Board acts in the interests of Rabobank
Nederland and its affiliated entities, and considers in that context the interests of Rabobank
Nederland's stakeholders and aspects of corporate social responsibility that are relevant to
Rabobank's operations.
In the Supervisory Board's view, the Committees from the Supervisory Board performed
their roles actively and alertly, thus making an important contribution to the execution of the
Supervisory Board's supervisory role in the year under review.
Subjects receiving special attention in 2009
Financial statements 2008, interim report 2009 and budget for 2010
The Supervisory Board extensively discussed the Rabobank Group Annual Report 2008,
including the report of the Executive Board, the accompanying auditor's report, the annual
accounts and the proposed appropriation of available profit. In addition, the management
letter, including the management response, was discussed in detail and in the presence of
both the internal auditor and the external auditor. The Audit Compliance Committee did
intensive preparatory work to facilitate the review of Financial Statements 2008. Also, the
Supervisory Board extensively discussed the Rabobank Group Interim Report 2009. With due
regard to the regulations relating to Basel II, the Supervisory Board and the Executive Board
discussed the future solvency policy. In accordance with the Articles of Association, the budget
for 2010 was discussed and approved by the Supervisory Board, again with the Audit
Compliance Committee providing important input for this purpose. In its review of the financial
statements and the budget, the Supervisory Board stressed that cost levels at Rabobank
Nederland and the local Rabobanks should continue to be a matter of constant attention.
The same holds true for the significance of amounts due to customers as a key source of
financing. Following a study of balanced internal financial relationships, which was completed
in 2007, Rabobank Nederland increased its share capital by EUR 2 billion to EUR 4 billion in
2009 through the issue of new shares to the local Rabobanks. At Rabobank Group level, this
issue has no consequences for equity.
Strategic developments
The Supervisory Board approved the strategy update.This, together with the Central Delegates
Assembly's subsequent endorsement, resulted in tightening of the existing strategy on a
number of points. Otherwise, the Supervisory Board closely monitors the implementation of the
strategy, and any desirable alterations will be discussed with the Executive Board.The Super
visory Board gave its full attention to monitoring the consistency and decision-making
concerning intended equity investments, acquisitions or divestments and their possible
74
Report 2009 Rabobank Group