- - - - Contents Management report Corporate governance Consolidated financial statements Financial statements Pillar 3 In addition to the measures mentioned above, the prohibitions below apply to all employees: It is not possible to award guaranteed variable remuneration to employees.1 Personal hedging strategies are not permitted under any circumstances whatsoever. A severance payment must reflect the quality of an employee's performance. An employee will not be rewarded for failure or misconduct. In the event the termination of the employment relationship is the initiative of the employee, no severance pay will be awarded, unless this termination is the result of serious imputable acts or culpable omissions committed by the employer. Identified Staff Employees who could have a significant impact on Rabobank's risk profile are designated as 'Identified Staff'.There are over four hundred such employees distributed across all entities of Rabobank Group, with only a portion eligible for variable remuneration under strict rules to minimise the risks involved. The most important of these risk-mitigating measures are briefly discussed below. Balanced mix of performance targets As is the case for all other employees, Identified Staff must meet a proper balance of performance objectives. Any variable remuneration is awarded based on a minimum of 50 percent non-financial objectives. Identified Staff are specifically subject to performance measurements at the Group, business unit and individual levels. Deferred variable remuneration and use of financial instrument A minimum of 50% of the variable remuneration for eligible Identified Staff is awarded conditionally and paid on a deferred basis after a period of at least three years. 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. A retention period of one year applies to DRNs awarded unconditionally.This means that payments are 1 Awarding compensation for the discontinuation of (deferred) variable remuneration an employee received from a previous employer is only possible when recruiting new employees, and only for the first year of employment. The full cycle of risk management is applied in this process. made on DRNs one year after they have vested. The Executive Board can withdraw or reclaim this variable remuneration in accordance with the applicable legislation and regulations. Rabobank Supervisory Board Fee structure Supervisory Board directors are not employed by Rabobank and therefore receive a predetermined fee commensurate with their position on one of various committees in place of a salary. Membership of these committees is set out in the section Report of the Supervisory Board.The remuneration structure for 2015 (exclusive of VAT and other charges) is outlined in the figure below. Fee structure for Supervisory Board in euros Chairman Vice chairman Member Supervisory Board 288,750 71,500 55,000 Audit Committee 32,500 15,000 15,000 Risk Committee 32,500 15,000 15,000 Appeals Committee 7,500 7,500 Cooperative Issues Committee 15,000 15,000 Appointments Committee 3,750 3,750 HR committee 3,750 3,750 Part of the total fee received by the Chairman ofthe Supervisory Board relates to his participation in the various committees of the Supervisory Board.The rest ofthe fee is for ensuring the effective representation of cooperative members'influence that is unique to Rabobank's cooperative structure. Individual payments Expenses related to members and former members ofthe Supervisory Board totalled EUR 1.2 million (2014:1.6), including the VAT and employer's contributions.The table below shows the remuneration (excluding VAT and other charges) for individual members ofthe Supervisory Board. Payments to individual members ofthe Supervisory Board in thousands of euros Remuneration W. Dekker 341 I.P. Asscher-Vonk 100 C.H. van Dalen (temporarily stepped down on 6-11 -2015) 66 L.N. Degle 85 S.L.J. Graafsma 110 E.A.J, van de Merwe 103 R. Teerlink (Vice Chairman as of 1 -4-2015) 99 C.P. Veerman (in office until 7 March 2015) 17 A.A.J.M. Kamp 85 M.Trompetter (in office as of 23 September 2015) 24 Total 2015 1,030 Total 2014 1,084 103 Remuneration

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Annual Reports Rabobank | 2015 | | pagina 104