Contents Foreword Management report Corporate governance Consolidated Financial Statements Company Financial Statements Pillar 3 In addition to these risk-management measures, the following general prohibitions also apply: It is not possible to award guaranteed variable remuneration to employees.1 Personal hedging strategies are not permitted under any circumstances whatsoever. A severance payment must reflect the quality of an employee's performance. Employees will not be rewarded for failure or misconduct. In the event that the termination of the employment relationship was initiated by the employee, no severance pay will be awarded, unless this termination is the result of serious imputable acts or culpable omissions committed by the employer. Identified Staff The Executive Board has identified a number of positions as 'Identified Staff'. These are positions that could have a significant impact on Rabobank's risk profile. Over four hundred employees hold such positions across all entities of Rabobank Group, with only a portion eligible for variable remuneration under strict rules to minimise the risks involved. The most important of these risk-mitigating measures include a balanced mix of performance targets, deferred variable remuneration and deferred remuneration notes. Balanced mix of performance targets As is the case for all other employees, Identified Staff must have a proper balance of performance objectives. Any variable remuneration is awarded based on a minimum of 50 percent non-financial objectives. Deferred variable remuneration and Deferred Remuneration Notes A minimum of 50% of the variable remuneration for eligible Identified Staff is awarded conditionally and paid on a deferred basis after a period of at least three years. This group receives half of the variable remuneration in the form of Deferred Remuneration Notes (DRNs), which are linked directly to the price of Rabobank Certificates. A retention period of one year applies to DRNs awarded unconditionally. This means that payments are made on DRNs one year after they have vested. The Executive Board can withdraw or reclaim this variable remuneration in accordance with the applicable legislation and regulations. Performance Management In our view, achieving Rabobank's strategic objectives demands effective management, coaching and feedback for our employees. Performance Management (PM) is an ongoing series of conversations between manager and employee aimed at ensuring employees' contribution to overall business targets, and empowering employees to play an active role in their own development. PM is therefore not just about evaluating past performance, but also about discussing potential for further development. Customer's interest In PM, customers' interests come first. Managers and staff reach mutual agreements on the results and competency targets to be achieved, which must contain no incentives that may lead to behaviour that is careless or not in the customer's interest. The targets set constitute a balanced mix of financial and non- financial criteria. Under competencies, 'customer focus' and 'collaboration' are compulsory. Redesigned process PM was introduced at the same time with variable income, but the current process and system no longer suit Rabobank's goal of being a high-performance organisation for its customers. The annual objectives were not allowing us to respond quickly enough to the pace of real-world change, and recording all agreements requires a simple system. Therefore, PM was redesigned in 2016. The new process focuses on employee growth and is based on ongoing dialogue between managers and employees regarding the employees' contribution to the organisation's objectives, their conduct and development. Meaningful conversations between managers and employees and their colleagues help employees become aware of their own and each other's qualities. Feedback forms part of these interviews which are held in a constructive and energising atmosphere, empowering employees and realising the high-performance bank that we aim to be for our customers. Due to the focus on growth - for employees, customers and the bank alike - the name of the new PM is GROW!. It was launched 1 January 2017 and applies to all employees within the bank, in the Netherlands and also the international departments of Wholesale, Rural Retail. 1 Awarding compensation for the discontinuation of (deferred) variable remuneration an employee received from a previous employer is only possible when recruiting new employees, and only for the first year of employment. The full cycle of risk management is applied in this process. 106 Rabobank Annual Report 2016

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Annual Reports Rabobank | 2016 | | pagina 123