Contents Management report Corporate governance Consolidated financial statements Financial statements Pillar 3 Group Remuneration Policy The principles and guidelines of the Vision on Remuneration are detailed in the Group Remuneration Policy.The requirements under external legislation and regulations are also enshrined in this policy, including the Financial Undertakings Remuneration Policy Act (Wbfo), the Regulations on Restrained Remuneration Policies, the Capital Requirements Directive IV (CRD IV) and the Dutch Banking Code. The Group Remuneration Policy applies to Rabobank Group as a whole. The boards of the subsidiaries (DLL, Rabo Real Estate Group, Obvion) are responsible for adopting and implementing a remuneration policy in line with the Vision on Remuneration and the Group Remuneration Policy.The remuneration policies for local Rabo banks are set by the Rabobank Nederland Executive Board.The Supervisory Boards of local Rabobanks monitor the execution of Rabobank's remuneration policies in local Rabobanks. The Group Remuneration Policy is in line with Rabobank Group's business strategy, core values and desired risk profile. It supports solid and effective risk-management processes and discourages employees from taking undesirable risks. At the same time, it enables Rabobank to hire and retain appropriately qualified employees. It also encourages employees to aim for lasting results in line with the long-term interests of both Rabobank Group and its clients. Variable remuneration The large majority of Rabobank employees do not receive variable remuneration. In 2013, variable income was rescinded in the CLA and for the Executive Board. In 2014, variable pay for executives was likewise eliminated. However, certain groups of employees, primarily within the Wholesale, Rural Retail domain, DLL and Rabo Real Estate Group, continue to be eligible for variable remuneration. In 2015,4% of total remuneration was variable, which boils down to EUR 195.8 million for Rabobank Group worldwide. The risk-controlling measures below apply to employees with variable remuneration. Maximisation of variable remuneration Wherever variable remuneration still applies, a maximum is imposed. In the Netherlands, on average, any variable remuneration must not exceed 20% of an employee's fixed income. Deferred variable remuneration A deferral policy applies to variable remuneration, which means a portion is paid on a deferred basis.The deferred payment covers a sufficient period of time, of at least three years, to allow the ex-post test to be performed. Balanced mix of performance targets In performance management, client interests come first. Rabobank's performance objectives do not contain any stimuli that encourage sloppy behaviour or behaviour that is not in the clients' best interest. Instead, Rabobank's performance objectives constitute a balanced entity of financial and non- financial criteria. At least half ofthe performance objectives comprise non-financial objectives. Ex-ante test On an annual basis, the Executive Board verifies whether payment ofthe proposed variable remuneration is responsible, based on Rabobank Group's qualifying capital and solvency ratio. This 'ex-ante'test therefore centres on the question of whether Rabobank is able to make the payments without any resulting financial problems. Subsequently, the test is submitted for approval to the Supervisory Board. Ex-post test Before deferred amounts and amounts awarded on a conditional basis are released and awarded unconditionally by the bank, they are tested to see if there is any reason to downgrade the amounts.This test centres on the question of whetherthe award ofthe variable remuneration is still justifiable, even in the light of what we know today. Claw back In special cases, Rabobank can withdraw an awarded sum with retroactive effect.This is called 'claw back'. Rabobank Group is authorised to reclaim all or a portion of variable remuneration from both employees and former employees in the following cases: Payment was made based on inaccurate or misleading information regarding the achievement ofthe performance targets or the conditions on which the variable remuneration was made dependent. The employee concerned has been found guilty of fraud. The employee has participated in, or been responsible for, behaviours that have resulted in substantial losses and/or damage to the bank's reputation. The employee has failed to satisfy the relevant standards for competence and appropriate conduct. 102 Rabobank Annual Report 2015

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Annual Reports Rabobank | 2015 | | pagina 103