Audits Product approval The product approval process has been organised at group level. At the end of 2010, a group framework came into effect that describes Rabobank Group's policy on the product approval process and focuses on safeguarding product quality. Standards also apply to product approval procedures and their organisation, as well as to individual product testing by group entities. In this way, Rabobank is taking responsibility for its relationship with customers and for the level of quality it offers. Group Audit checks whether the product approval process has been designed properly, is present and is working effectively. The Executive Board has audits carried out by Group Audit, which holds an independent position within the organisation. Every year, this department performs audit procedures, based on an extensive risk assessment and an audit plan based on this assessment, in order to check whether the internal control and risk management systems are in order. The director of Group Audit 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, Group 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 by the Executive Board to the effect that the internal risk management and control systems are designed such that the financial reports can be considered to be reliable. Remuneration policy The Dutch Banking Code contains principles for a prudent, restrained and sustainable remuneration policy that incorporates non-financial performance criteria. The rules governing remuneration policy focus on the long term and on the avoidance of unwanted incentives with regard to risk. Rabobank endorses these guiding principles. 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. Group Remuneration Policy As in previous years, Rabobank continued to pursue a prudent and restrained risk policy in 2011which is reflected in the bank's remuneration policy. To find out more about the Group Remuneration Policy, please consult the section on employees elsewhere in this Annual Report. Severance pay: comply or explain Members of the Executive Board appointed prior to 1 January 2010 receive severance pay based on the subdistrict court formula in the event of their removal. This entitlement to severance pay was laid down in agreements made previously with the relevant members of the Executive Board and constitutes a departure from the relevant provision of the Banking Code. As Rabobank has opted to comply with the provisions of the Banking Code, any severance pay due to newly to be appointed members of the Executive Board will be governed by the relevant Banking Code principle. 97 Dutch Banking Code

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Annual Reports Rabobank | 2011 | | pagina 98