In the past year, the Supervisory Board considered various issues concerning appointments and
remuneration, including several personnel changes within the senior executive management
and the discontinuation of variable remuneration for the Executive Board. As part of the Group
Remuneration Policy, the Supervisory Board held an in-depth discussion about remuneration
policy with the Executive Board and approved aspects relating to the variable pay of identified
staff and a number of material exceptions to the Group Remuneration Policy.
The Supervisory Board also considered the annual reporting on the Executive Loans Scheme
and the annual report of the Confidential Committee on the Whistleblowers Regulation.
Priorities of the Supervisory Board in 2013
Financial statements for 2012, interim report 2013 and budget for 2014
In February 2013, the Supervisory Board discussed at length the Annual Report and related
documents for 2012 of Rabobank Nederland and Rabobank Group with the Executive Board,
in the presence of the internal and external auditors. The Annual Report includes the Report
of the Executive Board, the associated audit report, the financial statements and the proposed
profit appropriation. The management letter, including the management response, was also
discussed at length. Topics discussed included the development of the capital ratios and the
liquidity position, the bad debt costs, real estate valuations, new IFRS rules and divestments
and capital expenditure.
In August 2013 the Supervisory Board reviewed the interim report 2013 of Rabobank Group
in detail. To that end, the transition to defined contribution accounting for pensions, the
recognition of a provision for Libor, developments concerning Rabobank Member Certificates
and the sale of Robeco were considered in depth.
In the autumn of 2013 the budget for 2014 of Rabobank Group was discussed and approved
by the Supervisory Board. In that connection, the effects of Vision 2016, the cost structure of
Rabobank Nederland and the development of profitable, future-proof earnings models were
also examined in depth. Approval was also given in the latter part of the year to the funding
mandate 2014.
The Audit, Compliance Risk Committee and from September 2013 the Audit Committee
thoroughly prepared the discussions of the matters referred to above.
Assigned compliance duties
Rabobank Nederland exercises assigned compliance duties in respect of the Member banks.
This means that Rabobank Nederland exercises supervision over the local Rabobanks with regard
to controlled and ethical operations, outsourcing, solvency and liquidity. This duty derives from
the Dutch Financial Supervision Act and implements the supervision that would otherwise be
exercised by De Nederlandsche Bank N.V. (DNB) with regard to the local Rabobanks. In addition,
Rabobank Nederland performs monitoring and other duties with regard to the local Rabobanks
pursuant to the collective licence regime in the context of complying with the conduct
supervision that is supervised by the Netherlands Authority for the Financial Markets (AFM).
In overseeing and holding local Rabobanks accountable on the basis of its prudential supervision
role, the Executive Board aims for a balance between commerce, efficiency and risk/compliance.
In the past year the Executive Board reviewed the approach to its assigned compliance duties
and decided to manage more explicitly on those focus areas. The Supervisory Board endorses
this decision. The Supervisory Board realises that the role of assigned supervisory body in the
cooperative context in combination with the role of facilitator for the local Rabobanks as
founders and members of Rabobank Nederland is not always easy and requires all parties
involved to switch between these roles in a timely and appropriate way and to use the
appropriate tone of voice. The Supervisory Board periodically receives a detailed progress report
on the performance of the exercised supervision duties, in which the Executive Board reports on
Annual Report 2013 Rabobank Group
