Group Works Council of Member Banks
Rabobank Nederland
Executive Board (Rabobank Nederland)
The Group Works Council of Member Banks operates within the scope of the Dutch Works
Council Act as the central employee representative body of all the local Rabobanks that looks
after the interests of the local Rabobank's employees.
The Group Works Council of Member Banks has a say in the development of policies that
affect the local Rabobanks. With regard to issues requiring consultation or consent that
impact most or all Member Banks and are decided at central level, the Group Works Council of
Member Banks exercises the right to be consulted and the right of consent. In addition, the
Group Works Council of Member Banks supports the local Works Councils in their continuing
development and professionalisation, and educates, informs and advises them on current
issues and developments. The Group Works Council of Member Banks deliberates with the
Executive Board of Rabobank Nederland prior to the Central Delegates Assembly.
Rabobank Nederland was originally established to support the local Rabobanks' banking
business. It initiates and develops policies and products in many different areas, such as
lending, payment transactions, securities services, customer service, marketing, distribution and
human resource policy. These policies are developed in close dialogue with representatives of
local Rabobanks.
In addition to providing support to the local Rabobanks, Rabobank Nederland has other
roles too. It is a shareholder, for instance, in several specialist subsidiaries, including Robeco,
De Lage Landen and Rabo Real Estate Group. Rabobank Nederland also operates its own
banking business, i.e. Rabobank International. Rabobank Nederland has a presence in the
international financial markets and is responsible for the money and capital market
transactions of the Group.
Rabobank Nederland is responsible for exercising oversight of the local Rabobanks pursuant
to the Dutch Financial Supervision Act. In accordance with its Articles of Association and those
of the local Rabobanks, Rabobank Nederland oversees the local Rabobanks by monitoring
their control and the integrity of their business processes, outsourcing, solvency and liquidity.
In addition, with respect to conduct-of-business supervision, the Dutch Ministry of Finance
has designated Rabobank Nederland as a holder of a collective licence under the Dutch
Financial Supervision Act. This means that the Netherlands Authority for the Financial Markets
supervises the conduct-of-business at the local Rabobanks through Rabobank Nederland.
As a cooperative, Rabobank has members rather than shareholders as listed or unlisted
companies do. The local cooperative Rabobanks are members of the Rabobank Nederland
cooperative, which is why they play an important role in Rabobank Nederland's governance
structure. In that context, a key element is the open and transparent culture, with clear
accountability for management and supervision, and the evaluation thereof. The influence and
control of the local Rabobanks are reflected in their representation in two bodies: the Central
Delegates Assembly and the General Meeting.
The Executive Board of Rabobank Nederland is responsible for managing Rabobank Nederland.
This includes responsibility for defining and achieving the targets of Rabobank Nederland, for
determining its strategic policy and associated risk profile, for its financial results, and for the
corporate social responsibility aspects that are relevant to 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 taking into account 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 fora four-year term of
service. Re-appointments are also for a term of at least four years. The Supervisory Board is
also competent to suspend or remove Executive Board members.
87 Corporate governance
