General Meeting
Works Council
Financial reporting controls
The Central Delegates Assembly advises the local Rabobanks, the Executive Board or the
General Meeting. If, under the Articles of Association, decisions on specific issues require a
resolution of the General Meeting of Rabobank Nederland, the Central Delegates Assembly
advises on such issues beforehand.
The delegates to the Central Delegates Assembly have in-depth discussions, which are held
not only as part of its specific duties and responsibilities, but also with the aim of serving as a
sparring partner to the Executive Board. The discussions in the Central Delegates Assembly
are also held to create consensus between the local Rabobanks and Rabobank Nederland.
The Executive Board of Rabobank Nederland discusses the policies with the Central Delegates
Assembly and provides further details. In order to operate effectively, the Central Delegates
Assembly has appointed committees from among its members, which are charged with specific
duties. The Committee on Confidential Matters advises on appointments to the Supervisory
Board, determines the remuneration of the Supervisory Board members, and reviews whether
the Supervisory Board has properly applied the remuneration policy. The Central Delegates
Assembly's Coordinating Committee adopts the agenda for the Assembly and performs
formality checks of the agenda items. The Emergency Affairs Committee represents the
Central Delegates Assembly in advising the Executive Board on urgent, price-sensitive or
confidential issues, mainly involving major capital expenditures, acquisitions or divestments.
The General Meeting is the body through which all local Rabobanks, being members of
Rabobank Nederland, are able to exercise direct control. The General Meeting is responsible
for the adoption of the financial statements, the discharge of the Executive and Supervisory
Boards for their management and supervision respectively, amendments to the Articles of
Association, and the appointment of the members of the Supervisory Board.
As the Central Delegates Assembly advises on all agenda items for the General Meeting
before the Meeting takes place. This procedure ensures that any such items have been
discussed in detail at local, regional and central level beforehand.
Rabobank Nederland's Works Council is based on the law of Works Council and is the bank's
employee representation body. One of the duties of this Works Council is to monitor
compliance with the collective labour agreement, health and safety regulations, and the
Working Hours Decree.
In order to achieve the best possible employee representation, the Works Council deliberates
with the Chairman of the Executive Board during Consultative Meetings. These Consultative
Meetings are held six times a year on average and cover issues affecting Rabobank Nederland
or its employees, including cost cuts, reorganisations and social policy. In Works Council
Meetings the members of the Works Council prepare for the upcoming discussions in the
Consultative Meetings. These preparatory meetings serve to exchange ideas and viewpoints
in order to form a final opinion that will be expressed in the Consultative Meeting.
The Works Council has several rights under the Dutch Works Councils Act. The Executive Board
has the obligation, for instance, to duly provide any details and information that the Works
Council should reasonably require to be able to fulfill its duties. In addition to the right to be
informed, the Works Council also has the right to be consulted, the right of consent and the
right of initiative.
European Works Council
Rabobank has also instituted a European Works Council, which represents the employees
of Rabobank International and of Rabobank Group subsidiaries in the European Union.
The European Works Council is informed of, and consulted on, employee representation
issues impacting employees of Rabobank Group as a whole or issues involving at least two
EU Member States.
Rabobank Group constantly seeks to improve its corporate governance and overall internal
controls, with the aims of achieving an open, transparent culture of accountability in respect
of policies and supervision, and keeping pace with leading international standards. In this
context, Rabobank Group has voluntarily implemented internal financial reporting controls in
89 Corporate governance
