Contents Foreword Management report Corporate governance Consolidated Financial Statements Company Financial Statements Pillar 3 Supervisory Board General task In the new governance structure, the Executive Board assumes responsibility for the entire Rabobank. In this context, in 2016, the Supervisory Board supervised the policies pursued by the Executive Board and the general course of affairs at Rabobank (the former member banks and Rabobank Nederland) and its affiliates. In addition to its supervisory role, the Supervisory Board serves as an adviser to and employer of the Executive Board. The Supervisory Board members also act as 'liaison officers' for Rabobank by engaging with members, clients and other stakeholders. Facts figures Members on 31 December-2016 Other attendees throughout the year Ron Teerlink, chairman as of 14 September 2016 Regular attendees: Marjan Trompetter, vice chair as of 14 September 2016 EB members Irene Asscher-Vonk Leo Graafsma Head of Audit Rabobank, Rudi Kleijwegt Petri Hofsté, as of 30 December 2016 External auditors PwC Leo Degle Arian Kamp Jan Nooitgedagt, as of 14 September 2016 Pascal Visée, as of 14 December 2016 Henk van Dalen, member until April 2016, inactive since November 2015 (see Management) Wout Dekker, chairman until 14 September 2016 Erik van de Merwe, member until 14 September 2016 Meetings 17 meetings in total, including extra meetings Over 95% attendance Six sessions for continuing professional education for the entire Supervisory Board In addition to these meetings, the Supervisory Board held several private meetings without members of the Executive Board present. Topics Regular topics of discussion Article 25 of the Articles of Association of the Coöperatieve Rabobank U.A. states the responsibilities of the Supervisory Board, including the decisions that need approval of the Supervisory Board. The Supervisory Board discussed some strategic and high-level matters, such as Rabobank's strategy execution and the reliability and continuity of information technology, in addition to the committee subjects mentioned in the tables below. Committee discussions are more in-depth. In cases where approval of the Supervisory Board was needed, the relevant committee prepared its advice for the full Board. Special topics In 2016 the Supervisory Board regularly paid attention to the business and compliance organisation of Rabobank in the United States. The Supervisory Board discussed the developments at RNA several times with internal and external experts. In the summer of 2016 a delegation of Supervisory Board members visited the US to speak with US regulators on US governance and US regulatory topics. In our experience such trips enhance mutual understanding and respect. In 2016, the Supervisory Board held several extra meetings on SME derivatives. Other special items in 2016 were the new organisational structure of Rabobank Nederland, the sale of Athlon and Swap Dealer Registration. This last item will be discussed further in 2017. Additional comment After receiving advice from the committee on confidential matters, the GMC set the remuneration of the members of the Supervisory Board. The remuneration is not dependent on Rabobank results. On 14 September 2016, the GMC agreed to a simplification of the remuneration system for the Supervisory Board, thereby also reducing the total remuneration level. See the chapter on remuneration in this Annual Report. 157 Report of the Supervisory Board of Rabobank

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Annual Reports Rabobank | 2016 | | pagina 225