Contents Management report Corporate governance Consolidated financial statements Financial statements Pillar 3 The evaluation was carried out on the basis of an online survey and in-depth interviews with the members of the Supervisory Board and Executive Board and on the basis of a number of direct reports from the Executive Board itself. In addition, questions were asked about, among other things, the contribution of each member of the Supervisory Board to the culture, their attitudes and conduct, the effectiveness of each member, of each Committee and of the collective, as well as about the relationship between the Supervisory Board and the various stakeholders within and outside Rabobank. The assessment identified several themes on which the Supervisory Board intends to focus more closely. One of these themes was referred to in the Annual Report 2014, namely that due to increased legislation and regulation, the Supervisory Board is having to spend increasing amounts of time on oversight activities. This can mean that the roles of the Board as supervisor, advisor and employer are no longer in balance - due in part to fact that the most weight is now given to satisfying the requirements and expectations of the external regulators, in a timely and adequate manner. Although the relative weighting of the different roles improved in 2015 (with more attention for the employer role), the Supervisory Board would like to see the balance restored further, in the sense that more attention can be paid to its advisory role. In view of the strategic objectives of Rabobank, the Supervisory Board would also like to pay extra attention to the bank's customers and their changing needs. Within the context of one Rabobank, the Supervisory Board also intends to pay more structured attention to the international businesses. Finally, the Supervisory Board intends to spend time prior to each meeting having an open dialogue amongst the members and/or with the Executive Board, without a pre-set agenda. Appointments and reappointments to the Supervisory Board and succession planning The areas of knowledge and experience, as well as other qualities and competences that are considered to be necessary at the time to operate optimally as a collective Supervisory Board will be assessed at the time of each appointment or reappointment, based on a long-term succession plan. The succession plan is based on internal guidelines (such as profile, position profiles and Supervisory Board rules of procedure), as well as on external laws and regulations, guidelines and codes (among others, the Policy Rule on Suitability, Banking Code and EBA Guidelines on Suitability). In the dynamic process of succession planning, the Supervisory Board anticipates internal and external developments in a timely manner, as a result of which the professional and adequate performance of the Supervisory Board remains guaranteed as far as possible. In June 2015, in accordance with the schedule for resignation by rotation, Cees Veerman would have had to resign as a Member of the Supervisory Board of Rabobank. However, Mr Veerman, who was eligible to be reappointed, had already indicated that he did not wish to pursue a third term of office offouryears. In spring 2015, MrVeerman had already made it known that he wished to apply himself to the restructuring of the Dutch greenhouse horticulture sector. Within this context, MrVeerman resigned his supervisory position at Rabobank on 7 March 2015. The Supervisory Board would like to thank Mr Veerman for the knowledge and experience that he brought to his office since 2007 as a member and the Vice Chairman of the Supervisory Board and as Chairman of this Supervisory Board's Cooperative Issues Committee. His agricultural expertise makes him ideally suited for an active role within greenhouse horticulture, which is an important sector for Rabobank as a food and agri bank. In mid-2015, the Supervisory Board put forward the proposal to nominate Marjan Trompetter as a Member the Supervisory Board. MrsTrompetter has been actively involved in the Rabobank organisation for a considerable time covering positions such as Vice Chair of the Supervisory Board of Rabobank North Veluwe and Chair of the Local Committee Board of Directors Gelderland-Flevoland, as well as being a member of the Central Delegates Assembly, and of the Committee on Confidential Matters and the Emergency Affairs Committee of the Central Delegates Assembly. MrsTrompetter is extremely well-versed in the local banking world, has expertise in the area of business administration, and a quality and process focus. She is specialised in organisational development and has, among other things, examined transformation issues in-depth, focusing on quality improvement. On 23 September 2015, at an additional General Meeting, Marjan Trompetter was appointed as a Member of the Supervisory Board of Rabobank, helping to fulfil the wish to increase both the gender and age diversity in the Supervisory Board. On 6 November 2015, Henk van Dalen temporarily stepped down from the Supervisory Board in connection with an investigation by the Public Prosecutor at VimpelCom, where MrVan Dalen was employed as Chief Financial Officerfrom July 2010 to September 2013. 162 Rabobank Annual Report 2015

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Annual Reports Rabobank | 2015 | | pagina 163