Corporate governance Owing to its cooperative organisation, Rabobank's corporate governance is characterised by a unique system of checks and balances, and a high level of transparency. The members of the independent, cooperative local Rabobanks exercise influence at local level. As members of Rabobank Nederland, the local Rabobanks, for their part, play a key role in Rabobank's policy-making. A unique feature, for instance, is the Central Delegates Assembly, which meets four times a year and where the influence of the members, i.e. the local Rabobanks, is made to be heard in virtually all strategic decisions. Rabobank Group aims to be a driving and innovating force 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 community projects. For more information see the chapter 'Commitment to society'. In 2010, Rabobank Nederland tailored its governance structure to the Dutch Corporate Governance Code as amended by the Frijns Committee, the Banking Code that was adopted by the Dutch Banking Association in 2009, the Principles for Controlled Remuneration Policy issued by the Dutch Central Bank (DNB) and the Netherlands Authority for the Financial Markets (AFM), and the best practices propagated by NBA, the Netherlands Institute of Chartered Accountants. Dutch Corporate Governance Code www. ra bo ba n k.com/co rpo rategove ma nee Rabobank Nederland has decided to pursue voluntary compliance with the Dutch Corporate Governance Code, although, as a cooperative, it is under no obligation to do so. Due in part to its cooperative structure, Rabobank Nederland does not comply with the Dutch Corporate Governance Code in a number of respects. For more information on this topic, please log on to www.rabobank.com/corporategovernance. Banking Code The Board of the Dutch Banking Association adopted the Banking Code for Dutch banks as a binding instrument on 9 September 2009 in response to a report entitled 'Restoring Trust' (Naar herstel van vertrouwen) published by the Advisory Committee on the Future of Banks. Rabobank Nederland modelled its governance structure on the Banking Code in 2010, after having made the necessary preparations in 2009. Rabobank Nederland departs from the Code in very few instances only, as justified according to the 'comply or explain' principle. For more detailed information, see the chapter 'Banking Code'. Rabobank Group Code of Conduct Our core values and the Rabobank Group Code of Conduct have regularly been brought to our employees' attention over the past few years. Several practical tools were developed and offered in 2010 to allow our people to act in accordance with the Rabobank values and philosophy (ambition statement, Rabobank Group Code of Conduct and specific codes of ethics) and to help them recognise and, more importantly, discuss dilemmas with the aim of arriving at 84 Annual Report 2010 Rabobank Group

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Annual Reports Rabobank | 2010 | | pagina 85