Rabobank Group Code of Conduct
Cross-guarantee system within Rabobank Group
Local Rabobanks
Management Team (local Rabobanks)
Rabobank takes its place in society, all the while adhering to four core values that are embedded
in Rabobank's mission and ambition: respect, integrity, professionalism and sustainability. The
Rabobank Group Code of Conduct encompasses our core values and gives direction to the
actions of all of Rabobank Group's employees. All group entities have adopted the Rabobank
Group Code of Conduct or a self-designed equivalent that is based on the group code. Our
core values and the Rabobank Group Code of Conduct have regularly been brought to our
employees'attention over the past few years. Several practical tools were developed and
offered, including courses and sessions to discuss business dilemmas, to allow our employees
to act in accordance with the Rabobank values and philosophy (Ambition Statement,
Rabobank Group Code of Conduct and specific codes of ethics). In 2012, more than one-third
of all member banks presented the Code of Conduct to new employees, taught employees
how to interpret the Code when dealing with business dilemmas, and used the Code to
address dilemmas. Rabobank International actively invested in compliance with the Code in
the year under review: the vast majority of employees stated that they knew the Code and
were motivated to apply it. The core values and the Rabobank Group Code of Conduct were
already embedded in HR instruments earlier. Our ongoing focus on the Rabobank Group Code
of Conduct and on how to tackle dilemmas is also reflected in the moral and ethical
declaration that became a statutory requirement for day-to-day decision-makers and
supervisory directors on 1 January 2013.
Through their mutual financial association, various legal entities within Rabobank Group make
up a single organisation, including the local Rabobanks, Rabobank Nederland and a number
of group entities. These legal entities have a mutual relationship of liability as referred to in
Section 3:111 of the Dutch Financial Supervision Act. This relationship is formalised in an
internal cross-guarantee system. This cross-guarantee system stipulates that, if a qualifying
institution should have a shortage of funds to meet its obligations towards creditors, the other
qualifying institutions are required to supplement that institution's funds in order to allow it to
fulfil these obligations.
The local Rabobanks have a cooperative structure. Their members are locally based clients.
These local Rabobanks, their members and their clients make up Rabobank Group's
cooperative core business. Being at the heart of society, they are committed, nearby and
leading in their service offering. In 2010, the General Meeting of Rabobank Nederland decided
to replace the different governance models that were optional for the local Rabobanks
(Partnership Model and Executive Model) by a single new governance model: the Rabo Model.
At the end of 2012 almost all local Rabobanks had adopted the Rabo Model.
Using various bodies (Regional Delegates Assemblies, Central Delegates Assembly, General
Meeting and different committees) as a platform, the local Rabobanks conduct an intensive
dialogue with each other and with Rabobank Nederland about group strategy. The local
Rabobanks and Rabobank Nederland have carefully defined rights and obligations with
respect to each other.
In addition to decisive management and independent supervision, the governance model
also guarantees effective member influence. The members of local Rabobanks have important
powers under the Articles of Association, for instance. An active and open dialogue with
customers and members via the Member Council and several panels helps to stay attuned to
the members' needs and keep a connection with the local service areas.
Every local Rabobank has a multi-person Management Team consisting of banking
professionals, who collectively conduct the bank's management. The Management Team is
appointed by the local Supervisory Committee, subject to the approval of Rabobank
Nederland. The Management Team operates under the supervision of the local Supervisory
Committee. The Management Team has a balanced composition based on complementarity
in order to guarantee effectiveness of management. One of the Management Team's
responsibilities is to achieve member commitment and member influence.
85 Corporate governance
