Executive Board of Rabobank Nederland
Supervisory Board of Rabobank Nederland
responsible decisions. The core values and the Rabobank Group Code of Conduct were already
embedded in HR instruments earlier. Our ongoing focus on the Rabobank Group Code of
Conduct and on how to tackle dilemmas is also reflected in the moral and ethical declaration
that was prepared in 2009 and was signed by the members of the Executive Board in 2010.
The Executive Board of Rabobank Nederland is responsible for managing Rabobank Nederland
and its affiliated entities. Rabobank Group is managed based on its strategic principles and, by
extension, on the interrelationship between risk, return and capital. This includes responsibility
for achieving the targets of Rabobank Group as a whole, for its strategic policy and associated
risk profile, for its financial results, for the relevant corporate social responsibility aspects of
the business, for synergies within Rabobank Group, for compliance with all relevant laws and
regulations, for managing business risks, and for the financing of Rabobank Group. Subject to
the risk appetite defined by the Supervisory Board, the Executive Board is responsible in
particular for the balanced weighing of commercial interest and risk exposures. The Executive
Board is accountable for all these aspects to the Supervisory Board, the Central Delegates
Assembly and the General Meeting of Rabobank Nederland, which is formed by the members,
i.e. the local Rabobanks.
Regulatory oversight
Financial institutions are subject to the Dutch Financial Supervision Act, including any related
subordinate legislation, and requirements imposed by regulators.The Dutch Central Bank (DNB)
oversees Rabobank's solvency and stability, i.e. it exercises prudential supervision, while the
Netherlands Authority for the Financial Markets (AFM) supervises orderly and transparent
market processes, arm's length relationships between market players and customer due
diligence, i.e. it exercises conduct-of-business supervision. These regulatory requirements
obviously form the framework for the organisation and control of Rabobank Group's activities.
Appointment and remuneration
Although the Supervisory Board appoints the members of the Executive Board for a four-year
term of service, the executive directors have employment contracts of indefinite duration.
Re-appointments are also for a term of four years. The Supervisory Board is also competent to
suspend or remove executive directors. The Supervisory Board determines the remuneration
of the executive directors and is accountable for its decisions in this regard to the Confidential
Committee of the Central Delegates Assembly. On the recommendation of the Supervisory
Board, the Central Delegates Assembly defines the principles underlying the executive
compensation policy.
Performance appraisal
The Supervisory Board periodically evaluates the performance of the Executive Board and
follows up on the outcome. Every member of the Executive Board is thoroughly familiar with
the financial sector in general and with banking in particular, of Rabobank's role in society, and
of stakeholder interests. In addition, every executive director has the in-depth knowledge that
is required to be able to understand the main aspects of Rabobank Nederland's overall policy
and to independently form a balanced opinion of the associated risk exposures. The members
of the Executive Board take part in a continuing education programme that was developed
especially for them.
Supervision
The Supervisory Board supervises the policies pursued by the Executive Board and the
general conduct of affairs at Rabobank Nederland and its affiliated entities. In this context,
the Supervisory Board also monitors compliance with the law, the Articles of Association
and other relevant rules and regulations. In practice, this means that the progress on group
targets, as well as the strategy, the business risks, the design and operation of the internal risk
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Corporate governance