Central Delegates Assembly
General Meeting
structure. In that context, a key element is the open and transparent culture, with clear
accountability for management and supervision, and their evaluation. The influence and
control of the local Rabobanks are reflected in their representation in two bodies: the Central
Delegates Assembly and the General Meeting. The local Rabobanks have voting rights at the
General Meeting based on an apportionment key that is updated periodically by the Executive
Board. They also have staggered representation on the Central Delegates Assembly.
Structure
The local Rabobanks are organised geographically in twelve Regional Delegates Assemblies,
each with a Board of six. Together, the Boards of the Regional Delegates Assemblies form the
Central Delegates Assembly (CDA), which meets four times a year in the city of Utrecht.
Prior to each CDA, the banks belonging to a particular Regional Delegates Assembly discuss
the agenda items in their respective assemblies. The members of the local Rabobanks are thus
also represented in the CDA via the delegation of their local executive and supervisory bodies
to the Regional Delegates Assemblies, although the delegates are independent and not
bound by instructions. Most of the Boards of the Regional Delegates Assemblies, and hence
of the CDA, are made up of individuals elected by the local members, who are driven by their
commitment to the Rabobank organisation.
Duties and responsibilities of CDA
The CDA's powers include the adoption of rules that are binding on all local Rabobanks.
The CDA also adopts Rabobank Group's strategic framework, which describes the principles
underlying the Executive Board's policies, thereby steering Rabobank Group's course.
In addition, the CDA approves the budget for the services that Rabobank Nederland provides
for the local Rabobanks.
The delegates to the CDA have in-depth discussions, which are held not only as part of its
specific duties and responsibilities, but also with the aim of encouraging commitment in the
local Rabobanks and consensus between the local Rabobanks and Rabobank Nederland.
Finally, the CDA advises the local Rabobanks on all agenda items for the General Meeting
before this Meeting takes place.
The Executive Board gives a detailed account of its actions and policies in the CDA.
Because of the special relationship between Rabobank Nederland and its members,
the member turnout at CDAs is virtually one hundred percent all of the time.
In order to operate effectively, the CDA has appointed three committees from among its
members, which are charged with specific duties. The Confidential Committee advises on
appointments to the Supervisory Board, determines the remuneration of the supervisory
directors, and reviews whether the Supervisory Board has properly applied the remuneration
policy. The CDA's Coordinating Committee adopts the agenda for the Assembly and performs
formality checks of the agenda items. The Emergency Affairs Committee represents the CDA
in advising the Executive Board on urgent, price-sensitive and/or confidential issues, mainly
involving major capital expenditures, acquisitions or disposals.
The General Meeting is the body through which all local Rabobanks, being members of
Rabobank Nederland, are able to exercise direct control.The General Meeting addresses
important issues, such as the adoption of the financial statements, the discharge of the
Executive and Supervisory Boards for their management and supervision respectively,
amendments to the Articles of Association, and the appointment of the members of the
Supervisory Board. As the CDA advises on all agenda items for the General Meeting before
the Meeting takes place, any such items have been discussed in detail at local, regional and
central level beforehand. The member turnout at General Meetings is virtually one hundred
percent all of the time as well.
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Corporate governance
