Members: AJ.A.M. Vermeer, Chairman I.P. Asscher-Vonk A. de Bruijn W. Dekker L.O. Fresco L. Koopmans C.P. Veerman MJ.M.Tielen Cooperative Affairs Committee The Cooperative Affairs Committee (CAC) helps the Supervisory Board prepare for its decision-making in relation to the Executive Board's policy plans for cooperative issues affecting the local Rabobanks and Rabobank Nederland. This Committee also makes preparations for the Supervisory Board's discussion of policy documents involving corporate social responsibility (CSR). In 2012, the issues looked at by the CAC included developments at Rabo Development, the suitability check for members of Supervisory Committees at local level and the moral and ethical declaration. Other areas of focus were the Strategic Framework 2013-2016 and the co-making groups. In addition, further developments in sustainability policy were the subject of extensive debate. The CAC also talked about the sustainability sections of various reports and of the Annual Report 2011, and exchanged ideas with the Executive Board about the further implementation of sustainability targets in the bank's operations. The CAC spoke several times about Rabobank's role and position as a global food and agri bank, the bundling of food and agri knowledge at Rabobank, global food security, management of the global food chain, and Rabobank's role in these issues. The CAC also explored the design and effectiveness of the Rabobank Project Fund and learned about Rabobank's engagement philosophy. Finally, the CAC spoke about how Rabobank gave interpretation to 2012 having been declared the International Year of Cooperatives by the United Nations. Members: L. Koopmans, Chairman I.P. Asscher-Vonk W. Dekker L.O. Fresco AJ.A.M. Vermeer Appointment Committee The Appointment Committee helps the Supervisory Board prepare for its decision-making in relation to the composition of, and appointments and re-appointments to, the Supervisory Board and the Executive Board. In 2012, the Committee prepared the appointment of Mr Van der Linden to the Executive Board of Rabobank Nederland. He replaced Mr Van Schijndel after his retirement on 1 December 2012. The Committee also advises the Supervisory Board on senior management appointments at Rabobank Nederland and its affiliated entities, and addresses the full spectrum of'management and talent'issues in preparation of their discussion in Supervisory Board meetings. Members: I.P. Asscher-Vonk, Chairman W. Dekker L.O. Fresco L. Koopmans AJ.A.M. Vermeer Remuneration Committee The Remuneration Committee helps the Supervisory Board prepare for its decision-making in relation to the remuneration of the members of the Executive Board and the remuneration policy for members of senior management. It also keeps close track of remuneration policies pursued in the external market and advises the Supervisory Board on how to apply the guidelines for remuneration policy in the banking sector. Operating within the parameters of the remuneration policy adopted by the Central Delegates Assembly and based on the assessment by the Supervisory Board of the performance of the Executive Board and its individual members, the Remuneration Committee conducted an extensive review in 2012 of the remuneration proposals (including those for variable remuneration) for the individual members of the Executive Board. The Committee also considered the pay structure for lower- echelon employees and other pay-related aspects that emerge from the Dutch Banking Code and DNB's Regulations on Restrained Remuneration Policy, and their transposition into the Group Remuneration Policy. To find out more about Rabobank Group's remuneration policy, please consult the section on employees. Members: MJ.M.Tielen, Chairman I.P. Asscher-Vonk, Deputy Chairman S.L.J. Graafsma A. de Bruijn Appeals Committee The Appeals Committee acts as an advisory appellate body in disputes between local Rabobanks or between one or more local Rabobanks and Rabobank Nederland. In 2012, one dispute was referred to the Appeals Committee, which issued its advisory opinion to all members of the Supervisory Board. Utrecht, the Netherlands, 25 February 2013 The Supervisory Board 105 Report of the Supervisory Board of Rabobank Nederland

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Annual Reports Rabobank | 2012 | | pagina 106