Contents Management report Corporate governance Consolidated financial statements Financial statements Pillar 3
In November 2015, the Supervisory Board approved the
Funding and Capital Mandate 2016. In the past year, within
the framework of the mandatory rotation of audit firms, it also
undertook an intensive selection process for a new external
auditor.
The situation in the financial markets and the position
of Rabobank
Throughout 2015, the Supervisory Board closely monitored
the situation in the financial markets and its consequences
for Rabobank. Particular consideration was given to the
development of the capital ratio of Rabobank Group and
information received by the Supervisory Board on the
achievement of funding goals.The issue of the development
of the bank's rating was also repeatedly raised.The Supervisory
Board considers it encouraging that the changes that Rabobank
has set in motion over the past year have resulted in the rating
agencies adjusting their outlook for Rabobank from 'negative'to
'stable'.
Employer's role
Following Bert Bruggink's decision to step down as CFRO,
the Supervisory Board initiated a selection process for two
new board members for the functions of CFO and CRO.
The Supervisory Board is pleased to have found good
successors, namely Bas Brouwers and Petra van Ploeken.
Talent management and management development
In 2015, the full Supervisory Board and the Appointments
Committee paid extensive attention to the issue of talent
management. The Supervisory Board has proactively dealt with
the succession planning for the Executive Board. Within that
context, the Board discussed the results of the assessments of
top management.The Supervisory Board considered various
appointment-related issues, including some personnel changes
at higher senior management level. Although the Executive
Board is taking the lead in monitoring the systematic evaluation
and development of talent in the bank, the Supervisory Board
continues to be closely involved and maintains a keen eye on the
talent in the management layers close to the Executive Board.
The Supervisory Board places great importance on (gender)
diversity and does its utmost to put this into practice.
The Supervisory Board is therefore pleased that in 2016 the
Executive Board will welcome Petra van Ploeken as a member
once her appointment is approved by DNB/ECB, and also
that the percentage of women on the Supervisory Board rose
following a new appointment in 2015.
At the end of 2015, women represented 25% of the Board.
Unfortunately, this does not yet meet the Supervisory Board's
own target of at least 30% women. The Supervisory Board
will actively continue to endeavour to increase the (gender)
diversity on the Supervisory Board and on the Executive Board.
Within this context, the Executive Board will be asked on
a regular basis about the progress being made across the board
in terms of diversity.
In 2014, the Supervisory Board began a more systematic
approach to setting targets and evaluating members of the
Executive Board as a means to structurally follow and improve
the objectives, performance, and (personal) development of
the members ofthe Executive Board.The relevant performance
management (PM) discussions were conducted by the
Chairman and the Vice Chairman. Since 2013, the Rabobank
Executive Board has been completely renewed, with the
exception of Berry Marttin.The Supervisory Board is confident
that the current team, including the new CFO and CRO, has the
capabilities, culture and energy that will be necessary to lead
Rabobank successfully through the transition over the coming
years. The performance of (the members of) the Executive
Board will be an explicit subject of discussion in 2016 and
beyond in the full Supervisory Board.These discussions take
place without the Executive Board members being present.
In times of transformation like these, it is only right that the
company's leadership demonstrate exemplary conduct.
The Supervisory Board will continuously speak to the Executive
Board and intervene, when necessary, in order to realise the
strategic challenges. As befits our desired culture, the members
ofthe Supervisory Board are also accountable for their conduct
and the individual and collective contributions they make to
the organisation.
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 ofthe members ofthe Executive Board is
benchmarked every year at the request ofthe Supervisory
Board. In 2015, on the advice ofthe FIR Committee (previously
Remuneration Committee), the Supervisory Board approved
a limited number of material exceptions to the Group-
wide Remuneration Policy (GBB) which do not relate to
the Executive Board.These exceptions were based in part
on the divergent local legislation and regulations and/or
market practice. The Supervisory Board also considered the
160 Rabobank Annual Report 2015
