Employee participation at Rabobank Group
Supervisory Committee
A local Rabobank with the Rabo Model as its governance model has a Supervisory Committee
whose members are appointed by the Member Council on the recommendation of the
Supervisory Committee. The Supervisory Committee supervises the Management Team's policies
and the general conduct of business at the cooperative and its operations. The Supervisory
Committee expresses its opinion on general policies and advises the Management Team.
Key management decisions are subject to Supervisory Committee approval.
The growing size and complexity of local Rabobanks place high demands on the individual
members of the Supervisory Committees. In practice, these Supervisory Committees are made
up of individuals with varying experience, competencies and backgrounds. This not only
enhances the quality of the checks and balances system within the local Rabobanks, but it
also provides the right balance between professional bankers and professionals from other
disciplines. To help the members of Supervisory Committees perform their duties, Rabobank
Nederland offers a broad range of educational programmes to local Supervisory Committee
members. Supervisory Committee members are remunerated for their duties.
Member Council
Under the Rabo Model, every local Rabobank has a Member Council, which is meant to provide
a firm and structural footing for member control and member influence. A Member Council is
a delegation of all members elected by the members from their ranks. As such it is a cross-
section of the members. A Member Council has between 30 and 50 members, and typically
adopts the financial statements and appoints the members of the Supervisory Committee.
In addition to exercising control as stipulated under the Articles of Association, the Member
Council also acts as a discussion partner to the Management Team. Member Councils also
tend to be involved in selecting local projects qualifying for cooperative dividend. Cooperative
dividend comprises all investments in, and expenditures on, improving the economic, social
and cultural environment, including sustainability initiatives.
General Meeting
Under the Rabo Model, the General Meeting of a local Rabobank decides on major issues that
impact the continuity of the local Rabobank, e.g. decisions on dissolving the cooperative or
terminating its membership of Rabobank Nederland.
Rabobank attaches great value to consultations with the various employee representative
bodies. Employee participation has been enabled at different levels within Rabobank Group.
Issues concerning Rabobank Nederland's business are addressed by Rabobank Nederland's
Works Council. Subsidiaries such as Robeco, De Lage Landen, Orbay and Rabo Real Estate Group
each have their own Works Councils, which have consultative powers on matters concerning
these companies. In addition, each local Rabobank has its own Works Council to discuss issues
affecting that particular local Rabobank. The Group Works Council of Member Banks (GWC-MB)
is a cooperative-type employee representative body that looks after the interests of the
employees of the local Rabobanks at central level with regard to issues concerning all or most
of the local Rabobanks. The GWC-MB is involved in policy and other developments in issues of
a general, financial and economic, organisational or social nature. Any proposed decision that
affects the majority of the local Rabobanks, as defined in the Dutch Works Councils Act, should
be submitted for consent or consultation to the GWC-MB rather than to the Works Councils of
the local Rabobanks. Rabobank Group also has an employee representative body at European
level, i.e. the European Working Group (EWG), in which employees of Rabobank branches in
EU Member States are represented. The EWG enters into a dialogue with the Executive Board
about developments within Rabobank Group at least twice a year. This does not affect the role
of the national employee representative bodies.
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Corporate governance
