Contents Management report Corporate governance Consolidated financial statements Financial statements Pillar 3
highest remuneration levels in the past year via a Group-wide
report on remuneration and the annual summary of variable
remuneration for Identified Staff.
Detailed information on the GBB and the remuneration of the
Executive Board and the Supervisory Board can be found in the
section on Remuneration elsewhere in this Annual Report and
in the notes on the Remuneration of the Supervisory Board and
Executive Board in the financial statements.
Procedures of the Supervisory Board
The members of the Supervisory Board in office on
31 December 2015 are listed in the section Management in
this Annual Report. Please refer to www.rabobank.com for
the profile of the Supervisory Board. In performing its duties,
the Supervisory Board focuses on the interests of Rabobank
Nederland (starting 2016: Rabobank) and its affiliates, taking
into account the interests of stakeholders and aspects of
corporate social responsibility that are relevant to Rabobank.
Remuneration of the Supervisory Board
The regular duties of the members of the Supervisory Board
consist of monitoring, providing advice and acting in the role
of employer. In 2015, in addition to attending the meetings of
the Supervisory Board and meetings of the various committees
of the Supervisory Board (Audit Committee, Risk Committee,
Cooperative Issues Committee, Appointments Committee,
HR Committee (previously Remuneration Committee) and,
in certain cases, the Appeals Committee), the duties also
encompassed attending consultative meetings of the Works
Council as an observer on a rotating basis, attending, on
a quarterly basis (one or more), Regional Assembly meetings
and the meetings of the Central Delegates Assembly (CDA),
as well as maintaining contacts with local Rabobanks and
attending the annual General Meeting.Time was also
committed to meeting the requirements of continuing
professional education. The full Supervisory Board also meets
two times per year with representatives of the ECB/DNB for the
annual policy discussion and the discussion of the results of the
Supervisory Review and Evaluation Process (SREP). In addition,
the Chairman, Vice Chairman and the Chairmen ofthe Audit
Committee and the Risk Committee also attend a number of
separate sessions with the external regulator.
The average time members ofthe Supervisory Board of
Rabobank spend on these activities, including the various
committees, is approximately as follows:
3 to 4 days per week for the Chairman,
2 days per week for the Chairman and the Chairmen of
the Audit Committee and the Risk Committee, and
1.5 to 2 days per week for the other members.
The total remuneration received by the Chairman ofthe
Supervisory Board is made up of two parts. The first part
relates to the role of Chairman ofthe Supervisory Board and
his participation in the various committees ofthe Supervisory
Board.The second part relates to ensuring the effective
representation of cooperative members' influence, something
that is unique to Rabobank and is derived from its cooperative
structure. These duties include, for instance, acting as Chairman
forthe Central Delegates Assembly. The remuneration for the
Supervisory Board and Committees is established in the GMC
(through 2015 by the Committee on Confidential Matters ofthe
Central Delegates Assembly). Further detailed information on
the remuneration ofthe Supervisory Board can be found in the
section Remuneration in this Annual Report.
Self-assessment
The Supervisory Board reviews its own performance and that
ofthe separate committees on a regular basis. In addition, the
Chairman has one-on-one meetings with each member of
the Supervisory Board to periodically assess the performance
ofthe Supervisory Board as a whole and that ofthe member
in question. These forms of self-assessment are used to bring
about improvements in the performance ofthe Supervisory
Board and that ofthe individual member, and to undertake
individual or collective efforts to improve the members'
knowledge where necessary. Key issues in the performance
assessment are the degree to which the Supervisory Board,
its committees and its individual members, complies with
the chosen profile, the composition and the availability of
the required competencies ofthe Supervisory Board and
ofthe separate committees, and the members' attendance
of Supervisory Board meetings and their input into these
meetings. When there are vacancies, the range of competencies
represented will be supplemented through new appointments
as appropriate.
In the past two years, the Supervisory Board has contributed
to a new governance structure for the bank, a greatly modified
Executive Board, reinforcement of the financial-banking
and cooperative expertise in the Supervisory Board and
a new strategy.The implementation ofthe new governance
structure and the new strategy will be a substantial task for the
organisation, management and Supervisory Board of Rabobank
in 2016 and beyond. Within this context, the Supervisory
Board had an evaluation of its own performance conducted
in November 2015 by an external party.This evaluation was
carried out in accordance with the Dutch Banking Code which
states that an external evaluation must be performed at least
once every three years.
161 Report ofthe Supervisory Board
