ICT
In a number of meetings, the Supervisory Board exchanged views with the Executive Board on
such issues as the stability of the IT infrastructure, SEPA (particularly the migration of business
customers), the progress of IT development in the context of Vision 2016 and other major IT
projects, information security, logical access control, combating cybercrime, business continuity
management and the migration of customers of Friesland Bank.
Sustainability
The Supervisory Board attaches great value to Rabobank's focus on its members, customers and
its commitment to society, and is acutely aware of the responsibility that comes with delivering
on this promise and being a sustainable bank in the broadest sense of the word.
The Cooperative Affairs Committee took an advisory role in the reporting period in reviewing
several sustainability-related issues and exchanging ideas about these issues with the Executive
Board. Sustainability also came up for discussion in several plenary meetings between the
Supervisory Board and the Executive Board.
Remuneration policy
Rabobank pursues a prudent, restrained and sustainable remuneration policy.The Supervisory
Board approves the remuneration policy for senior management and supervises its execution
by the Executive Board. In addition, the remuneration position of the members of the Executive
Board is benchmarked every year.
On the advice of the Remuneration Committee, the Supervisory Board approved a limited
number of material exceptions to the Group Remuneration Policy in 2013. These exceptions
were proposed on the basis of divergent local legislation and regulations and/or market
practice. Adequate risk mitigation has been put in place for any risks that might arise from
those exceptions.
The Supervisory Board also considered the highest remuneration levels in the past year via
a group-wide report on remuneration and the annual summary of variable remuneration
for Identified Staff.
The Supervisory Board compared the remuneration for the members of the Executive Board
with the remuneration of peer groups. The Supervisory Board decided in October 2013 to
discontinue variable remuneration for the members of the Executive Board of Rabobank
Nederland. This decision by the Supervisory Board followed the previous decisions not to
award variable remuneration to the members of the Executive Board for the years 2012 and 2013.
The discontinuation of variable remuneration follows from the Supervisory Board's conclusion
that variable remuneration for executives is no longer properly reconcilable with the position of
a bank embedded in society such as Rabobank. The fixed income of members of the Executive
Board has also not been increased in the past five years either. Furthermore the Executive Board,
although none of its members was aware of or involved in the inadmissible conduct concerning
Libor, voluntarily waived a portion of its remuneration, up to a total amount of EUR 2 million.
On a proposal of the Remuneration Committee the Supervisory Board gave its approval to the
Executive Board's decision to change the remuneration policy for the senior management with
effect from 1 January 2014. This means that variable income will also be discontinued for this
target group.
In December 2013, the Group Remuneration Policy (GRP) was adapted to the remuneration
guidelines of the Capital Requirements Directive IV. In line with this, the general Remuneration
policy rule and the Vision of Remuneration were likewise modified. At the start of 2014 the
Regulations for Variable remuneration for Identified Staff will be changed in line with the
revised GRP. This decision had to be deferred in connection with the conversion of Rabobank
Member Certificates into Rabobank Certificates.
135 Report of the Supervisory Board of Rabobank Nederland
