Local Rabobanks Rabobank Group Code of Conduct We take our place in society, all the while adhering to four core values that are embedded in our mission and ambition: respect, integrity, professionalism and sustainability. All member banks of Rabobank Group endorse these principles, which govern the actions of all of our employees. We address our core values in the Rabobank Group Code of Conduct. Our core values and the Rabobank Group Code of Conduct have regularly been brought to our employees'attention over the past few years. Several practical tools were developed and offered to allow our people to act in accordance with the Rabobank values and philosophy (Ambition Statement, Rabobank Group Code of Conduct and specific codes of ethics), the idea being to help them make 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 ratified in 2010. Cross-guarantee system within Rabobank Group Through their mutual financial association, various legal entities within Rabobank Group make up a single organisation, including the local Rabobanks, Rabobank Nederland and a number of group entities. These legal entities have a mutual relationship of liability as referred to in Section 3:111 of the Dutch Financial Supervision Act. This relationship is formalised in an internal cross-guarantee system, which stipulates that if a qualifying institution should have a shortage of funds to meet its obligations towards creditors, the other qualifying institutions are required to supplement that institution's funds in order to allow it to fulfil these obligations. The local Rabobanks have a cooperative structure. Their members are locally based clients. These local Rabobanks, their members and their clients make up Rabobank Group's cooperative core business. Being at the heart of society, they are committed, nearby and leading in their service offering. In mid-2010, the General Meeting of Rabobank Nederland decided to replace the different governance models that were optional for the local Rabobanks (Partnership Model and Executive Model) by a single new governance model: the Rabo Model. Except for a few branches, all local Rabobanks have now adopted the Rabo Model. The branches that have not switched to the new model will amend their Articles of Association in 2012. Using various bodies (Regional Delegates Assemblies, Central Delegates Assembly, General Meeting and different committees) as a platform, the local Rabobanks conduct an intensive dialogue with each other and with Rabobank Nederland about group strategy. The local Rabobanks and Rabobank Nederland have carefully defined rights and obligations with respect to each other. In addition to decisive management and independent supervision, the governance model also safeguards effective member influence. The members of local Rabobanks have important powers under the Articles of Association, for instance. An active and open dialogue with customers and members via the Member Council and several panels helps to stay attuned to the members' needs and keep a connection with the local area. Management Team Every local Rabobank has a multi-person Management Team made up of banking professionals, who collectively conduct the branch's management. The Management Team is appointed by the local Supervisory Committee, subject to the approval of Rabobank Nederland. The Management Team operates under the supervision of the local Supervisory Committee. The Management Team has a balanced composition based on complementarity in order to guarantee effectiveness of management. One of the Management Team's key responsibilities is to achieve member commitment and member influence. 88 Annual Report 2011 Rabobank Group

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Annual Reports Rabobank | 2011 | | pagina 89