Audit Implementation Banking Code in 2010 Moral and ethical declaration The Executive Board has audits carried out by Rabobank Group Audit, which holds an independent position within the organisation. Every year, this department carries out audit procedures, based on an extensive risk assessment and an audit plan derived from this assessment, in order to check whether the internal control systems and risk management are in order. The director of the department reports directly to the Chairman of the Executive Board and has a direct reporting line to the Audit, Compliance Risk Committee of the Supervisory Board.Tripartite talks between the independent external auditor, Internal Audit and regulators from the Dutch Central Bank (DNB) are held at least once a year. The matters that come up for discussion at these meetings include risk assessments, the audit plan and audit findings. The Annual Report includes a statement from the Executive Board to the effect that the internal risk management and control systems are set up in such a way that financial reporting can be considered to be reliable. Remuneration policy Rabobank pursues a prudent, restrained and sustainable remuneration policy, which is in line with Rabobank's strategy, chosen risk profile, cooperative identity and core values. The remuneration policy is in keeping with a client-oriented approach and takes account of Rabobank's long-term interests, the international context of the markets in which Rabobank operates, and acceptance by society. The pay outcomes are balanced and the performance criteria do not encourage employees to take irresponsible risks. Rabobank already complied in material respects with most of the provisions of the Banking Code, and it worked hard to implement the Banking Code in its entirety during 2010. Governance: Executive Board The main subjects covered in this section of the Banking Code include the duty of care ('Focusing on the customer') and the moral and ethical declaration. Focusing on the customer In view of the provision of the Banking Code regarding the focus on clients, Rabobank simplified and reduced its range of savings products during 2010. As part of this, it promoted bank savings products for mortgages and for building up pensions. These products are more transparent and more inexpensive for clients. It also simplified the payment platforms. In addition, the number of insurers with which Rabobank does business was reduced in a move to ensure top-quality advice. The guidelines on the application of performance management were amended in 2010. Focusing on the customer is now explicitly included as a key guiding principle. Responsibility for ensuring clients are treated with due care was also included in the job profiles of directors of local Rabobanks. In this way, serving the interests of the client has been enshrined in the agreements made with employees. The wording of the moral and ethical declaration was drafted in 2009. The declaration, which was signed by all of Rabobank's Executive Board in 2010, is available online. The principles set out in the moral and ethical declaration are continuously brought to the attention of Rabobank Group's employees, with emphasis being placed on the Rabobank Group Code of Conduct and dealing with dilemmas The Code of Conduct encompasses all of the principles contained in the moral and ethical declaration. The document pack given to new employees on joining Rabobank refers to the Code of Conduct, and a section of the employment contract is devoted to the Code of Conduct. Further information on the Code of Conduct can be found in the corporate governance section of this Annual Report. Notwithstanding the moral and ethical declaration and the Code of Conduct, Rabobank must demonstrate in its day-to-day operations that it acts in accordance with the spirit of these principles.This is therefore monitored on an ongoing basis. 92 Annual Report 2010 Rabobank Group

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Annual Reports Rabobank | 2010 | | pagina 93