Risk-mitigating measures
The Group Remuneration Policy provides for several measures designed to reduce the risks
potentially associated with remuneration policies. These measures obviously have no or only
limited relevance to the Rabobank entities which have eliminated variable remuneration.
Ex-ante test:
The Executive Board (subject to the approval of the Supervisory Board) verifies annually at
group level whether payment of the proposed variable remuneration is responsible based
on the Rabobank Group's qualifying capital and solvency ratio. The Executive Board also
performs an ex-ante test (subject to the Supervisory Board's consent) before individual
variable remuneration is allocated. Based on the outcome of this test, the company may
then decide not to grant the employee allocation (or full allocation) and payment of
variable remuneration.
Deferred variable remuneration and application of financial instrument
For Identified Staff eligible for variable remuneration, a minimum of 50% of this remuneration
is paid on a deferred basis and awarded conditionally. Furthermore, half of the variable
remuneration is awarded in the form of Deferred Remuneration Notes (DRNs), which are
linked directly to the price of Rabobank Certificates. The equivalent of these DRNs is awarded
to participants one year after they were definitively obtained, at the price applicable at that
time - i.e. the value is linked to the company's value.
Ex-post test:
Before deferred amounts and amounts awarded on a conditional basis are released and
awarded unconditionally (i.e. before they 'vest'), the company tests whether there is a reason
to downgrade the amounts.
Claw-back option
Rabobank Group is authorised to reclaim all or a portion of variable remuneration previously
paid from both employees and former employees in the following cases:
if payment was made based on inaccurate or misleading information regarding the
achievement of the performance targets which served as the basis for the variable
remuneration or regarding the conditions on which the variable remuneration was
made dependent;
if the employee concerned has been guilty of fraudulent behaviour;
if the employee has participated in, or been responsible for, behaviours that have resulted in
substantial losses to and/or have damaged the reputation of Rabobank Group and/or the
relevant subsidiary or business unit; and/or
if the employee has failed to satisfy the relevant standards for competence and
appropriate conduct.
Governance
The Group Remuneration Policy sets strict requirements for internal monitoring of the
implementation of the remuneration policy. The Executive Board and the Supervisory Board
monitor the allocation and payment of any variable remuneration within the parameters of the
Group Remuneration Policy. The Rabobank Nederland Supervisory Board is responsible for
implementing and evaluating the remuneration policy for the Executive Board, as well as for
ensuring the implementation of the Group Remuneration Policy.
Employees in monitoring positions also hold key roles where the remuneration policy
is concerned.
All business units have their own Monitoring Committees, which are actively involved in
the design and implementation of, and compliance with, the Group Remuneration Policy.
Annual Report 2013 Rabobank Group
