Contents Management report Corporate governance Consolidated financial statements Financial statements Pillar 3 7.4 million customers 1.9 million members Local Members Council Local supervisory body General Members Council Supervisory Board Rabobank Management team of the local Rabobanks Directors' conference Executive Board (of Rabobank) New governance structure: Unity and cooperative banking Cooperative pillar Clients of Rabobank in the Netherlands can become members of the cooperative. Currently, more than 25 percent of our customers are members.The connection to customers in the local area of operation and the pooling of all local Rabobanks into a larger cooperative are fundamental to Rabobank's decentralised management. In the new governance, local Rabobanks have their own responsibilities within collectively agreed frameworks. To collectively stand strong and enjoy economies of scale, local Rabobanks cooperate with the supporting organisation. In the new set-up - as before 2016 members are connected to their own local Rabobanks through so-called member departments. Local Members Councils There are about 100 member departments in the Netherlands. Each department is assigned to one or more constituencies which appoint, suspend or dismiss the members of the local Members Councils, consisting of 30 to 50 members.The role of the Members Councils remains similar to that in the old situation. Put simply, the Members Council represents the interests of Rabobank's clients and members.The members serving on these councils have diverse backgrounds and focuses; they bring in the outside world in order to keep the local Rabobank firmly on track. The Members Councils are the primary benchmark for the quality of local Rabobanks'financial services and their actual contribution to the sustainable development of their field of operation. In this respect, local Members Councils have an important say in how cooperative funds are used and they fulfil a signalling function: they are the 'eyes and ears' of the managementteams of the local Rabobanks.They also act as a sparring partnerfor both the management teams of the local Rabobanks and the local supervisory bodies, and have formal duties and responsibilities, such as the right to approve the merger or demerger of a local Rabobank and to advise the chairman of the local Rabobank's managementteam on membership policy. Recommendation, appointment, suspension and dismissal of members of the management team of the local Rabobank, including the chairman, are also among their responsibilities. Moreover, local Members Councils assess the financial performance of local Rabobanks, the policies as implemented by the chairmen of local Rabobanks' management teams as well as the supervision exercised by the members of the local supervisory body. Local supervisory bodies Local supervisory bodies consist of three to seven members and are part of the department in question. Local supervisory body members are appointed by and accountable to their local Members Council.The members of the local supervisory body contribute to closer connections between the members of the local Rabobank and the community and between the local Rabobank and the cooperative Rabobank.To underline and reinforce the bonds between the cooperative and local Rabobanks, members of the local supervisory body are required to be members of the cooperative. Local supervisory bodies have important duties and responsibilities.The local supervisory body also exercises the functional employer's role in relation to the management team chairman in the local Rabobank.The main approval rights of the local supervisory body include (i) appointment, suspension and dismissal of the other members of the local management team members; (ii) specific decisions ofthe chairman of the management team ofthe local Rabobank; (iii) the annual plan and budget, and (iv) the membership policy. Local supervisory 155 Corporate governance

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Annual Reports Rabobank | 2015 | | pagina 156