Executive Board The Executive Board of Rabobank Nederland is responsible for managing Rabobank Nederland. This includes responsibility for defining and achieving the targets of Rabobank Group, for its strategic policy and associated risk profile, for its financial results, and for the relevant corporate social responsibility aspects of the business. The Executive Board is also in charge of Rabobank Group's compliance with all relevant laws and regulations, for managing business risks, and for the financing of Rabobank Group. In performing its duties, the Executive Board acts in accordance with the interests of Rabobank Nederland and its affiliated entities, also making allowance for the interests of groups of stakeholders, such as customers and employees. The Executive Board is accountable to the Supervisory Board, the Central Delegates Assembly and the General Meeting of Rabobank Nederland. The Supervisory Board appoints the members of the Executive Board for a four-year term of service. Re-appointments are also for a term of four years. The Supervisory Board is also competent to suspend or remove executive directors. Every member of the Executive Board is thoroughly familiar with the financial sector in general and with banking in particular, with Rabobank's role in society, and with stakeholder interests. In addition, every executive director has the in-depth knowledge that is required to be able to understand the main aspects of Rabobank Nederland's overall policy and to independently form a balanced opinion of the associated risk exposures. The members of the Executive Board take part in a continuing education programme that was developed especially for them. The Supervisory Board periodically evaluates the performance of the Executive Board and follows up on the outcome. On the recommendation of the Supervisory Board, the Central Delegates Assembly defines the principles underlying the executive compensation policy.The Supervisory Board then determines the remuneration of the executive directors and is accountable for its decisions in this regard to the Confidential Committee of the Central Delegates Assembly. Supervisory Board The Supervisory Board of Rabobank Nederland supervises the policies pursued by the Executive Board and the general conduct of business at Rabobank Nederland and its affiliated entities. The Supervisory Board also monitors compliance with the law, the Articles of Association and other relevant rules and regulations. The Supervisory Board discharges its duties from the broad perspective of the continuity of Rabobank Nederland and its affiliated entities. The Supervisory Board evaluates whether enough consideration is given to the interests of all stakeholders (including customers and employees) of Rabobank Nederland and its affiliated entities. Key decisions by the Executive Board are subject to Supervisory Board approval. Such decisions would include decisions on the strategy that is to lead to targets being achieved and on the parameters of that strategy, e.g. in relation to financial risks and relevant CSR aspects, on the annual adoption of the policy plans and the budget, and on operational and financial targets. The supervisory duties focus on risk management in particular. The Supervisory Board also plays an important role in the group-wide remuneration policy. Candidates for a seat on the Supervisory Board can be nominated by the Executive Board, the Works Council of Rabobank Nederland and the General Meeting. The members of the Supervisory Board are appointed by the General Meeting of Rabobank Nederland, on the nomination of the Supervisory Board. Key considerations in nominating and appointing Supervisory Board members are their expertise and independence as individuals. The profile describes the integrity, and the expertise and level of availability that the Supervisory Board feels are needed. The members of the Supervisory Board take part in a continuing education programme that was developed especially for them. The Confidential Committee of the Central Delegates Assembly sets the remuneration of the supervisory directors. 91 Corporate governance

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Annual Reports Rabobank | 2011 | | pagina 92