In February 2013 the Supervisory Board together with the Executive Board and the internal and
external auditors reviewed the financial statements and the annual report for 2012 in detail, as
well as the other information added thereto, the proposed profit appropriation and the reports
of the internal and external auditors. The Supervisory Board closely examined the audit report,
the allowance for loan losses, the management letter and the associated management response.
In August, the interim figures were discussed and approved in a meeting attended by the
internal and external auditors.
In every meeting, the Supervisory Board received updates on relevant developments within
Rabobank and the financial sector. In meetings of the full Supervisory Board and committee
meetings, frequent discussions took place with the Executive Board on strategic issues, the
progress of the Vision 2016 programme, interim and projected results, the financial position
of the company, the results of the solvency and liquidity assessment, various aspects of risk
management, including the risk appetite, operational and financial targets, audit and
compliance themes and key compliance issues. In every meeting, the Supervisory Board
focused on compliance with existing legislation and regulations and on the implementation
and potential consequences of new and future legislation and regulations. The Supervisory
Board was kept up to date, often orally and by reports of Special Libor Committee, on
developments in the Libor issue.
The Supervisory Board decided to split the Audit, Compliance Risk Committee into an Audit
Committee and a Risk Committee in September 2013. Following this split and several changes
in the Supervisory Board as of June and September 2013, there were minor changes in the
composition of some of the committees of the Supervisory Board. New terms of reference were
drawn up for the Audit Committee and the Risk Committee. The terms of reference of the
Executive Board, the Supervisory Board and the Remuneration Committee were adapted in line
with the guidelines on internal governance of the European Banking Authority (EBA) and the
Group Remuneration Policy.
Every six months, the Supervisory Board received extensive information on ICT matters.
In addition to the stability of the systems, the elimination of legacy issues and combating
cybercrime, the Supervisory Board focused closely on business continuity management and the
progress of large ICT projects in the Netherlands and abroad.The progress of migration to the
new European payments standard SEPA (Single Euro Payments Area) was a recurring item on
the agendas of the Supervisory Board and of the Risk Committee in 2013.
Following advice from the Risk Committee, the Supervisory Board approved an update of the
risk appetite statement. The Executive Board also consulted extensively with the Risk
Committee and the Supervisory Board on the Supervisory Review and Evaluation Process (SREP)
in relation to managing the adequacy of internal capital (ICAAP) and internal liquidity (ILAAP)
and on the views of the Executive Board concerning the top risks as identified by Rabobank
itself and as described in DNB's annual risk analysis.
The full Supervisory Board and the Audit Committee considered the outcome of the Executive
Board's assessment of the design and effectiveness of the internal risk management and control
systems, and any material changes in those systems. Other matters that were considered included
the effectiveness of the compliance function in place at Rabobank Group and the design and
effectiveness of the assigned compliance duties and the relationship with the local Rabobanks.
At least every quarter, the Supervisory Board exchanged views with the Executive Board on
cooperative matters and corporate social responsibility.The Supervisory Board also considered
the communication policy, reputation management and behaviour and culture within
the organisation.
Report of the Supervisory Board of Rabobank Nederland
