Contents Management report Corporate governance Consolidated financial statements Financial statements Pillar 3
bodies monitor whether the local Rabobank is adequately
implementing the strategy and policies. The local supervisory
body and the local management team strive to ensure that the
locally declared objectives, and their realisation, are in line with
the targets agreed upon in the General Members Council (in
short GMC).
Compared to the pre-2016 situation, the nature of local
supervisory body's supervision of the local Rabobanks has
been formally modified.This is a result of having merged into
a single cooperative bank, whereby the supervision that the
ECB previously required Rabobank Nederland to exercise over
local Rabobanks no longer applies.The local supervisory body
is no longer responsible for calling for the audit of the local
Rabobank.The Executive Board of Rabobank takes all decisions
regarding the annual audit plan at the organisational level.
In the new governance, the function and position of the
chairman ofthe local supervisory body have broadened.
The chairman leads the meetings ofthe local Members Council.
In the new governance, the chairman is appointed to office
by the same Members Council. In addition, each chairman
represents the members of their local Rabobank in the GMC.
This differs from the pre-2016 situation of a Central Delegates
Assembly (CDA) in which not all local Rabobanks and their
members were represented. In other words, there are close links
between the local Members Council and the GMC.
Regional Delegates' Assemblies
The Regional Delegates' Assemblies' meetings act as a forum
for the interaction between local supervisors and local
managementteams. Regional Delegates'Assemblies do
not appear in the figure above because they are not formal
bodies. They do have a basis in the articles of association and
will remain in place because ofthe value they add: Regional
Delegates' Assemblies are important for preparing for the GMC.
They are also a platform where chairmen of local supervisory
bodies and local managementteamscan come together.
Regional Delegates'Assemblies are ideal platforms for sharing
experiences, exchanging information and discussing regional
issues. In 2016, there will be eight such groups.
General Members Council
In the new GMC, local members are represented by the
chairmen ofthe local supervisory bodies.The GMC has about
100 members and will meet at least twice a year. The GMC
is a 'pure' body of members, with only directly elected
representatives.The GMC has a broad focus and concentrates
on the activities within the cooperative, local Rabobanks,
subsidiaries and associates.
The GMC focuses on the strategy, identity, budget and
performance ofthe entire Rabobank organisation. The GMC
thus plays a crucial role in achieving the core objective ofthe
governance reform: a better cooperative and a stronger bank.
The GMC ensures on behalf of the members that Rabobank
fulfils its banking and social roles adequately. It also monitors
how the bank expresses its cooperative identity visibly and
in practice throughout society. The GMC aims to ensure
continuity, and plays an important role as 'identity guardian'.
In the GMC, the Executive Board reports on its implementation
ofthe strategy, and the Supervisory Board on its supervision of
this process.
To fulfil these functions adequately, the GMC has several formal
duties and responsibilities.The GMC is authorised to amend
Rabobank's articles of association and legal status. The GMC
adopts the annual financial statements, approves the main
points ofthe budget and has approval rights for decisions
proposed by the Executive Board. For example, it adopts
the general principles of Rabobank's identity and strategic
frameworks and approves acquisitions, strategic alliances
and (de)investments valued at EUR 2 billion or more.
The GMC has three permanent committees consisting of
representatives from the GMC: the urgency affairs committee,
the coordination committee and the committee on confidential
matters.The urgency affairs committee oversees urgent and
confidential matters.The committee on confidential matters
has a variety of duties. It advises the GMC on issues such as the
remuneration ofthe members ofthe Supervisory Board and on
adopting the Executive Board's remuneration policy. It discusses
the remuneration report adopted by the Supervisory Board
and the remuneration awarded to individual members of
the Executive Board.The committee on confidential matters
has been given the new task of advising on job profiles for
vacancies in the Supervisory Board and the Executive Board.
In addition, this committee recommends the appointment of
the Chairman ofthe Supervisory Board. Finally, the coordination
committee advises on the agenda ofthe GMC.
Supervisory Board
The Supervisory Board of Rabobank is directly appointed by
the member representatives in the GMC and is accountable
to the GMC for its supervision ofthe work ofthe Executive
Board. In the former governance structure, the members of
Rabobank Nederland - local cooperative banks - appointed
the Supervisory Board in the General Meeting.The chairman of
the Supervisory Board chairs the meeting ofthe GMC. With the
merger into one cooperative bank, the responsibility ofthe
Supervisory Board now officially extends to the local banking
156 Rabobank Annual Report 2015
