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 85 Corporate governance

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Annual Reports Rabobank | 2010 | | pagina 86