Contents Management report Corporate governance Consolidated financial statements Financial statements Pillar 3
Governance dialogue
After an intensive internal dialogue, Rabobank has decided
to change its cooperative structure. As of 1 January 2016,
Rabobank operates with one single banking licence and
will only issue one set of financial statements. For years,
Rabobank's organisation was based on a so-called two-tiered
cooperative structure. It consisted of independent local
cooperative Rabobanks, each with its own banking licence
and set of financial statements; they were the members of the
central cooperative Rabobank Nederland. In this structure,
Rabobank acted as a service centre for the local Rabobanks
but was also responsible for the delegated supervision of the
local Rabobanks.
The (financial) world underwent dramatic and rapid changes in
the few last years, comprising developments in the economy,
customer expectations, financial markets and supervision.
Furthermore, the ambitions of Rabobank have also evolved.
In order to ensure that Rabobank will be able to sustainably
substantiate its mission in the (near) future, a remodelling of the
operational management (governance) proved to be necessary.
The discussions on matters of governance started in March 2014.
A committee of chairmen of local management teams,
supervisory directors of local Rabobanks and Executive
Board members were assigned the task of issuing advice
on the new governance of Rabobank. Our objective was to
create a governance model that contributes to restoring the
confidence of customers, members, employees, supervisors and
other stakeholders.
After an extensive internal debate in spring 2015, the
Central Delegates Assembly approved the proposal for new
governance. In September, a positive opinion on the articles
of association and rules of procedure of the new governance
was issued. On 2 December, the 106 local Members Councils
unanimously decided in favour of the merger, which was
necessary for the new governance. A week later, the General
Meeting of Rabobank Nederland adopted the proposal to
merge and amend of the articles of association, and thus the
new structure.
In the new cooperative structure, all the local Rabobanks and
Rabobank Nederland work together as one cooperative, with
one single banking licence and one set of financial statements.
In doing so, the bank seeks to invigorate both its cooperative
identity and its banking business.The new structure enables
Rabobank to anticipate future legislation and regulations and to
respond to future developments more effectively and efficiently.
In the new cooperative structure, members have more
influence and control. The Members Council of local Rabobanks
will become, to a greater extent, a sounding board for the local
management teams regarding the services and the socially
responsible activities of the bank. Their influence and control
will also extend to Rabobank Group as a whole, as each local
Rabobank will have direct representation on behalf of their
members in the highest body of the cooperative, the General
Members Council.This council approves strategies, approves
the main points of the annual budget, issues opinions on large
acquisitions or alliances and appoints the members of the
Supervisory Board.
The local Rabobanks are and will remain the heart of the
cooperative. The new structure gives them more influence,
which will allow local Rabobanks to further sharpen their focus
on the customer and their personal situation in the future.
Furthermore, the bank will be making an increasingly significant
contribution to local communities by sharing knowledge and
networks, and through sponsoring and the cooperative fund.
15 Strategy
