Rabobank Nederland In order to achieve the best possible employee representation, the local Works Council consults with the chairman of the Management Team during Consultative Meetings. The general state of affairs should be discussed in a Consultative Meeting on at least two occasions every year. The local Supervisory Committee is also represented in this Meeting. The local Supervisory Committee is also present during Consultative Meetings addressing important consultative issues, or a planned appointment or removal of the chairman of the Management Team. Group Works Council of Member Banks The Group Works Council of Member Banks is the central employee representative body of all the local Rabobanks that looks after the interests of the local branches'employees. The Group Works Council of Member Banks has a say in the development of policies that affect the local Rabobanks. With regard to issues requiring its consultation or consent that impact most or all Member Banks and are decided at central level, the Group Works Council of Member Banks exercises the right to be consulted and the right of consent. In addition, the Group Works Council of Member Banks supports the local Works Councils in their continuing development and professionalisation, and educates and advises them on current issues and developments. The Group Works Council of Member Banks deliberates with the Executive Board of Rabobank Nederland prior to the Central Delegates Assembly. Rabobank Nederland was originally established to support the local Rabobanks' banking business. It initiates and develops policies and products in many different areas, such as lending, payment transactions, securities services, customer service, marketing, distribution and human resources policy. These policies are developed in close dialogue with representatives of local Rabobanks. In addition to providing support to the local Rabobanks, Rabobank Nederland has other roles too. It is a shareholder, for instance, in several specialist subsidiaries, including Robeco, De Lage Landen and Rabo Real Estate Group. Rabobank Nederland also operates its own banking business, i.e. Rabobank International. Rabobank Nederland has a presence in the international financial markets and is responsible for the Group's money and capital market transactions. Finally, Rabobank Nederland is responsible for exercising oversight of the local Rabobanks pursuant to the Dutch Financial Supervision Act. In accordance with its Articles of Association and those of the local Rabobanks, Rabobank Nederland oversees the local Rabobanks by monitoring their control and the integrity of their business processes, outsourcing, solvency and liquidity. In addition, with respect to conduct-of-business supervision, the Dutch Ministry of Finance has designated Rabobank Nederland as a holder of a collective licence under the Dutch Financial Supervision Act, meaning that the Netherlands Authority for the Financial Markets supervises the conduct-of-business at the local Rabobanks through Rabobank Nederland. As a cooperative, Rabobank has members rather than shareholders as listed or unlisted companies do. The local cooperative Rabobanks are members of the Rabobank Nederland cooperative, which is why they play an important role in Rabobank Nederland's governance 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. 90 Annual Report 2011 Rabobank Group

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Annual Reports Rabobank | 2011 | | pagina 91