Contents Foreword Management report Corporate governance
Consolidated Financial Statements
Company Financial Statements
Pillar 3
The Supervisory Board follows a systematic approach to target
setting and evaluating members of the Executive Board.
The performance of the Executive Board and its individual
members is evaluated at least once a year by the Supervisory
Board. Ron Teerlink and Marjan Trompetter regularly confer with
the individual Executive Board members on their performance.
Recently, the Supervisory Board set the 2017 key performance
indicators (KPIs) for each individual Executive Board member
and for the team as a whole.
In 2016, on the advice of the HR committee, the Supervisory
Board approved a limited number of material exceptions to
the Group Remuneration Policy. None of these exceptions
related to the Executive Board and they were approved in part
on the basis of divergent local legislation and regulations and/
or market practice. The Supervisory Board also considered the
highest remuneration levels in the past year via a group-wide
report on remuneration and the annual summary of variable
remuneration for Identified Staff.
Composition of the Supervisory Board
Composing a fit and proper team
We make use of an outline profile for the Supervisory Board
when deciding on both appointments and reappointments.
Based on a succession plan and competence matrix, the
Supervisory Board carries out an annual assessment of
the outline profile and regularly reviews how the required
competences match with current and future tasks and
developments.
In 2016, we saw some dedicated and knowledgable colleagues
leave the Supervisory Board. Henk van Dalen, who voluntarily
stepped down in November 2015, officially left the Supervisory
Board in April 2016. Wout Dekker decided to step down as
chairman of the Supervisory Board in mid-2016, at the end of
his current appointment term. At the same time, Erik van de
Merwe, chairman of the risk committee, also decided to decline
a new appointment term. We thank Henk, Wout and Erik for
their valuable contributions to the Supervisory Board and to
Rabobank in general.
The Appointments Committee of the Supervisory Board
prepared for the succession of Wout and Erik. In this processs
we worked closely together with the committee on confidential
matters of the General Members' Council (GMC). After due
consideration, vice chairman Ron Teerlink was appointed
as chairman and member Marjan Trompetter became the
new vice chair. In September and December 2016, the GMC
appointed three new members of the Supervisory Board:
Jan Nooitgedagt (risk profile), Petri Hofsté (audit profile)
and Pascal Visée (profile: international business experience
and knowledge of finance and economics). Leo Degle was
reappointed as a member. With the appointment of Petri Hofsté,
the Supervisory Board meets its own target of having the
Supervisory Board consist of at least 30% female members.
The composition of the Supervisory Board as of 31 December
2016 is drafted in the table below and in the Management
section of this Annual Report. Please refer to www.rabobank.
com for the profile of the Supervisory Board and the CV's of
its members.
Reflections on our own performance in 2016
In October and November 2016 the Company Secretariat
conducted in-depth interviews with members of the
Supervisory Board, members of the Executive Board, external
auditor and reviewed several direct reports of Executive Board
members who are in frequent contact with the Supervisory
Board. Questions were asked about, among other things,
behavioural and cultural aspects, the contribution of each
member, the effectiveness of each member, committee and
the whole team, as well as the relationship between the
Supervisory Board and the various stakeholders inside and
outside Rabobank. The assessment identified several themes on
which the Supervisory Board members deliberated in a private
session. We emphasised that we always have to question
the Executive Board regularly and thoroughly, particularly
in duty-of-care cases with potential legal and reputational
risks for Rabobank. The outcome of the assessment led us to
make some changes in our way of working, namely, by taking
a more proactive role in formulating KPIs for the Executive
Board members and formulating three to four themes that we
specifically want to address in 2017.
Below we present an overview of some facts and figures
regarding the activities of the Supervisory Board and its
committees in 2016.
156 Rabobank Annual Report 2016
