Employees Contents Foreword Management report Corporate governance Consolidated Financial Statements Company Financial Statements Pillar 3 During regular Supervisory Board meetings and a joint off-site meeting the Executive Board and the Supervisory Board reflected on ways to achieve a smaller and more flexible balance sheet through the pass-through and sale of assets and by being selective in the sectors Rabobank serves. We gave due attention to both the financial aspects and non-financial aspects of such transactions. In the second half of 2016 we agreed to sell the mobility solutions entity Athlon Car Lease International B.V. This transaction has improved the Common Equity Tier One (CET1) ratio of Rabobank, which is in line with Rabobank's ambition to further strengthen its capital position. At least once a year, the Executive Board and the Supervisory Board deliberate extensively on the risk appetite of Rabobank as a whole and of the commercial entities within Rabobank Group. The Supervisory Board monitors whether Rabobank is operating within set limits and following the right procedures in case a limit is breached. Risk updates are frequently discussed in both Risk Committee and Supervisory Board meetings. In 2016, the Supervisory Board was informed at least quarterly on the status of Performance Now, Rabobank's large restructuring programme, aimed at enhancing Rabobank's performance by increasing income and reducing costs. The Supervisory Board also receives regular updates on the status of ongoing business cases and projects as well. The Supervisory Board monitored the progress and kept a close eye on actions taken by the Executive Board to mitigate potential transition risks. Of course keeping Rabobank healthy also entails non-financial aspects such as strong leadership, capable employees, reliable IT-systems and close monitoring and mitigation of a broad spectrum of non-financial risks. In view of this, during the past year, the Supervisory Board (in full or in one of the committees) regularly assessed matters concerning succession planning, talent development and education, safety and availability of IT systems, compliance with (upcoming) rules and regulations, operational incidents, and the follow up of In Control and audit findings. Several audit findings were IT related, with a potential impact on some crucial business cases, the audit committee monitored the actions taken by the Executive Board to ensure an adequate and (more) timely follow-up of audit findings related to IT. Engagement By pursuing its dual strategy of Banking for the Netherlands and Banking for Food, Rabobank endeavours to become a more successful and meaningful cooperative bank over the long term. The Supervisory Board (in full or by means of the Cooperative Issues Committee (CIC)) regularly monitored the progress on these strategies in 2016. We were informed as to the activities of Rabobank Development, Rabobank Foundation and Rabobank International Advisory Services (RIAS). In the Supervisory Board we also approved Arise, a joint venture between Rabobank, Norfund and FMO for Africa,establised to reaffirm the long term commitment of the parties involved to Africa's future development, growth potential and local financial sector. Supervisory Board members also show their commitment to Rabobank by operating as 'liaison officers' both internally and externally. Individually and as a group we invest in constructive relationships with both internal and external stakeholders like members (General Members' Council), regulators, the external auditor, internal experts and the Works Council of Rabobank. Some facts and figures on several of these contacts are given below. In 2016 the HR committee paid regular attention to Rabobank's transition and the impact thereof on employees. The Works Council and individual Rabobank employees had occasion to share their view and feelings on this topic with Supervisory Board members. In 2016, the HR Committee of the Supervisory Board also discussed the organisational culture of Rabobank based on the outcome of the Organisational Health Index (OHI), the vitality of employees, employability, educational efforts, employee participtation, the redesign of the performance management system (GROW), talent and management development, various compensation-related issues and the widened scope for diversity (cultural differences and occupational disabilities). The Supervisory Board as an employer In 2016 the Supervisory Board appointed a new Chief Financial Officer, Bas Brouwers, and a new Chief Risk Officer, Petra van Hoeken. During a joint off-site meeting the Executive Board and the Supervisory Board reviewed the organisational structure of Rabobank Nederland and the portfolios of the individual Executive Board members. This led to the decision to place Legal and Compliance under management of the CRO instead of the CEO, in order to better accommodate the new Risk Control Framework (RCF). Extensive discussions on management development, talent management and new ways of working led to various new appointments at higher senior management levels in the new structure of Rabobank Nederland. 155 Report of the Supervisory Board of Rabobank

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Annual Reports Rabobank | 2016 | | pagina 221