Activities of the Supervisory Board in 2012
Priorities of Supervisory Board in 2012
In accordance with its statutory duties and responsibilities, the Supervisory Board supervised
the policies pursued by the Executive Board and the general conduct of affairs at Rabobank
Nederland and its affiliated entities. In addition, it served as a sparring partner to the Executive
Board. In 2012, the Supervisory Board took its leave of a retiring MrVan Schijndel.The Board
would like to take this opportunity to thank MrVan Schijndel for all the efforts he put in for
Rabobank Group over many years. Also the Supervisory Board appointed MrVan der Linden
to the Executive Board of Rabobank in his place. Regular topics for discussion and approval
were the annual and the interim figures; operational and financial targets, strategy, earnings,
corporate social responsibility, and the risks associated with the business were subject to
in-depth discussion at least quarterly. Where risk was concerned, discussions centred on the
outcome of the Executive Board's assessment of the design and effectiveness of the internal
risk management and control systems, and any material changes in those systems. Other
issues that were considered included the effectiveness of the compliance function in place at
Rabobank Group and the design and effectiveness of the assigned compliance duties, the
increased focus on Treating Customers Fairly and the relationship with the local Rabobanks.
The Supervisory Board talked at length about ICT issues every six months. In all its meetings,
the Supervisory Board exchanged thoughts with the Executive Board about aspects relating
to compliance with laws and regulations, including the rules for customer integrity.
In addition, the members of the Supervisory Board and the members of the Executive Board
discussed the communication policy and reputation management.
The Supervisory Board approved an update of the Risk Appetite Paper on the recommendation
of the Audit, Compliance Risk Committee. In addition, the Executive Board discussed with
the Supervisory Board its vision of identified top risks and the mitigation measures that have
been, or will be, taken to neutralise these risks.
In 2012, the Supervisory Board approved the appointment of a number of executives at
Rabobank Nederland and ratified some other top appointments at Rabobank Group.
The Group Remuneration Policy (GRP) and the Vision of Remuneration underwent marginal
adjusting and tweaking in 2012, and they were adopted by the Supervisory Board after having
been discussed with the Executive Board and advised on by the Remuneration Committee.
As part of the GRP, the Supervisory Board had an in-depth discussion about remuneration
policy with the Executive Board and approved aspects relating to the variable pay of identified
staff and a number of exceptions to the GRP. The Supervisory Board also addressed the 2011
version of the Annual Whistleblower Report in 2012.
With a view to new regulations, including the Competence Policy Rule 2012 of the Dutch
Central Bank (formerly the Expertise Policy Rule 2011) and the EBA Guidelines on Suitability,
it was decided to change the profile for the members of the Executive Board. The Supervisory
Board has adopted the revised profile.
In all its meetings, the Supervisory Board speaks with the Executive Board about the situation
on the financial markets and developments in Rabobank's credit ratings and financial
developments at Rabobank. The Supervisory Board, and its Special LIBOR Committee in
particular, regularly met with the Executive Board in 2012 to discuss the status of the
investigations by international regulators into the rate-setting practices for LIBOR and
EURIBOR of a number of banks, including Rabobank. The Supervisory Board also received
regular updates in 2012 of the status of the implementation of SEPA, the new European
payment standard, in the processes and systems of Rabobank.
The Supervisory Board educated itself in 2012 about the drought in the United States and its
impact for Rabobank customers. In addition, the Supervisory Board teamed up with the
Executive Board in 2012 to explore the strategic options for Rabobank's operations in Indonesia.
Financial statements 2011, Interim Report 2012 and budget for 2013
The Supervisory Board discussed at length the Annual Report 2011 of Rabobank Nederland
and Rabobank Group, including the report of the Executive Board, the accompanying
independent auditor's report, the financial statements and the proposed profit appropriation.
The management letter, including the management response, was also talked about in detail
in the presence of both the internal auditor and the external auditor. In addition, the
Supervisory Board extensively reviewed the Interim Report 2012 of Rabobank Group and
discussed the budget for 2013, which was approved. Furthermore, the Supervisory Board
100 Annual Report 2012 Rabobank Group
