requirements and that it qualifies as high compared to other financial institutions.The
Supervisory Board and the Executive Board also talked at length about measures announced
by regulators and the government, and the risks attaching to this accumulation of rules.
New Standard Poor's rating system
The Executive Board informed the Supervisory Board at an early stage that rating agency
Standard Poor's had announced its adoption of a new rating system that might affect the
bank's rating. The Supervisory Board discussed the potential impact of a downgrade and the
steps that needed to be taken with the Executive Board on several occasions. The Supervisory
Board sees Rabobank's stability and strong creditworthiness reflected in the new rating.
ICT
Given the increasing importance of ICT within the organisation, it was decided in 2011 no
longer to discuss ICT-related issues in the ACRC first, but to table them directly in plenary
sessions of the Supervisory Board. In a number of meetings in 2011, the Supervisory Board
exchanged thoughts with the Executive Board about the stability of the IT infrastructure,
several security aspects, the prevention of cybercrime in general and the cyber attacks that
Rabobank suffered in 2011
Changes to internal governance
In 2011Rabobank aligned its internal governance structure to the provisions of the new
Regulations on Restrained Remuneration. The Supervisory Board was closely involved in this
process and variable pay awarded to individual Identified Staff at Rabobank Group will, from
now on, be subject to Supervisory Board approval. The rules of procedure for the Supervisory
Board, its Remuneration Committee and its Audit, Compliance Risk Committee were
amended to comply with these new provisions and the Group Remuneration Policy.
Disposals
In November 2011, Rabobank reached agreement with Safra about the sale of its equity
interest in Swiss-based bank Sarasin.This transaction is currently still subject to regulatory
approval. The decision to reduce our equity stake in Achmea in 2010 was implemented in
2011The Supervisory Board agreed to these transactions.
Corporate social responsibility
The Supervisory Board is pleased to note that Rabobank went on in 2011 to further embed
corporate social responsibility in its service offering.The Cooperative Affairs Committee took
an advisory role in the reporting period in reviewing several CSR-related issues and exchanging
ideas about these issues with the Executive Board.
Remuneration policy
Rabobank pursues a prudent, restrained and sustainable remuneration policy. To find out more
about the Group Remuneration Policy, please consult the section on employees elsewhere in
this Annual Report.
The remuneration of the members of the Executive Board is benchmarked every year.
Previous benchmarks showed that their remuneration is below the median of the peer group.
The executive directors'variable pay is relatively low, both compared to their basic income
and compared to the market. The variable pay is based on a series of quantitative, qualitative,
individual and collective targets to be achieved in the long and short term. The Supervisory
Board approves the remuneration policy for senior management and supervises its execution by
the Executive Board. Material retention, exit and other guaranteed bonuses are not permitted.
New recruits can be awarded a welcome bonus for their first year only, to compensate for any
lost bonuses, deferred or otherwise, from their former employer. Material exceptions to the
Group Remuneration Policy are subject to the prior consent of the Executive Board and the
Supervisory Board. The Supervisory Board discusses the highest earners every year via a group
remuneration report.
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Report of the Supervisory Board of Rabobank Nederland
