Contents Foreword Management report Corporate governance Consolidated Financial Statements Company Financial Statements Pillar 3 Since the variable remuneration for members of the Executive Board was discontinued in 2013, the number of DRNs granted to members and former members of the Executive Board was 0 for the performance year 2016 (0). There was a total of 486 DRNs outstanding with members and former members of the Executive Board at year-end 2016 (2015: 11,647). This total includes the DRNs awarded to members and former members of the Executive Board in previous positions. Loans per member of the Executive Board The loans, advances and guarantees secured by members of the Executive Board in office as of 31 December 2016 and the average interest rates were as follows: Loans per Executive Board member in millions of euros Outstanding loans Average interest rate (in On 31 December 2016 B.C. Brouwers 0.5 2.6 R.J. Dekker 1.0 2.1 B.J. Marttin 0.4 5.8 H. Nagel 1.0 2.2 J.L. van Nieuwenhuizen 1.2 2.0 Movements in the loans, advances and guarantees provided to members of the Executive Board in office on 31 December 2016 were as follows: These transactions have been entered on employee terms and/ or at market rates, which partly depend on the currency as well as the agreed fixed-interest period and the time at which the transaction was completed or the commencement of a new fixed-interest period. Certificates per member of the Executive Board The members of the Executive Board do not have personal investments in Rabobank Certificates and/or via their own pension B.V. (private limited liability company). Benchmark The remuneration of the Executive Board members was compared with two external reference markets - one financial and one non-financial - by an external agency (Hay Group) in 2014. Because the underlying dynamics of these two markets are extremely different, we decided not to use a single combined group. Both reference groups include listed and non-listed companies. The financial, sector-specific reference market was defined within an international/European context and includes the following companies: Crédit Agricole, Banco Santander, Société Générale, Groupe BPCE, UniCredit, ING Bank, Nordea Bank, Intesa Sanpaolo, BBVA, Commerzbank, Danske Bank, DZ Bank, ABN AMRO and Caixabank. The non-financial group of cross-industry companies in the Netherlands was determined by selecting companies of comparable size and complexity, which include the following companies: ABN AMRO, AEGON, Ahold, Akzo Nobel, DSM, FrieslandCampina, Heineken, ING Bank, ING Verzekeringen, KPN, Philips, Randstad, SHV Holding and TNT Express. In 2014 the aggregate remuneration of all the members of the Executive Board was within the bottom 25% of both reference groups, and was therefore well below our aim to set our remuneration on or just shy of the market median for comparable work. However, in 2016 the Supervisory Board saw no reason in the results of the benchmarking in 2014 to adjust the levels of remuneration of the Executive Board. This decision was based on the fact that the current scale maximums for the Executive Board have not been changed since they were set on the basis of a representative peer group in 2008, and because the Executive Board of Rabobank is since 2013 not eligible for short- or long-term variable remuneration, even though these elements of remuneration are customarily offered in the rest of the market. Rabobank feels comfortable with the current remuneration of the Executive Board and will continue to consider developments in the market in future decisions concerning levels of remuneration. Like the salaries of other employees of the bank, remuneration for the Executive Board remained unchanged in 2016. Performance management A uniform PM process applies throughout Rabobank; members of the Executive Board (all designated as Identified Staff) are also subject to this process. The Executive Board's performance targets comply with the distribution prescribed for Identified Staff across group targets, business unit targets and individual targets. At least 50% of the performance targets consist of non- financial targets. In 2016, all members of the Executive Board shared joint targets in the following areas: Movements in loans, advances and guarantees of members of the Executive Board in millions of euros 2016 2015 Loans, advances and guarantees Outstanding on 1 January 4.3 4.9 Provided during the year - 1.2 Redeemed during the year (0.8) (1.8) Reduction on account of leaving office - - Increase on account of taking office 0.6 - Outstanding on 31 December 4.1 4.3 109 Our output and impact: responsible remuneration

Rabobank Bronnenarchief

Annual Reports Rabobank | 2016 | | pagina 129