Contents Foreword Management report Corporate governance Consolidated Financial Statements Company Financial Statements Pillar 3
Appointments Committee of the Supervisory Board
General task
The Appointments Committee helps the Supervisory Board prepare for its decision-making in relation to the composition of, and (re)appointments to, the Supervisory
Board and the Executive Board.
Facts figures
Members on 31 December 2016 Other attendees throughout the year
Marjan Trompetter, chair as of 14 September 2016 vice chair until this date Regular attendees:
Irene Asscher-Vonk WiebeDraijer
Arian Kamp Head of Human Resources, Janine Vos
Ron Teerlink, as of 14 September 2016
Pascal Visée, as of 14 December 2016
Wout Dekker, chair until 14 September 2016
Meetings
There were four meetings and several private sessions with over 90% attendance.
Topics
Regular topics of discussion
In general, the Appointments Committee extends advice on personnel changes in the Supervisory Board and the Executive Board based on, respectively, the
succession plan and outline profile of the Supervisory Board and assessments of the senior executive management. The Committee also advises the Supervisory Board
on the approval of a number of senior management appointments at Rabobank and its affiliates. As part of talent management, the Committee also addressed the
subject of (gender) diversity.
Special topics
During 2016, the activities of the Appointments Committee were mainly driven by changes in the composition of the Supervisory Board (see before), fulfilling the
positions of chairman, vice chair and several vacancies in the Board following the voluntary departure of Wout Dekker and Erik van de Merwe. This involved a review
of the outline profile of the Supervisory Board, drafting specific profiles for each position, identifying potential candidates and setting up a selection process in close
connection with the GMCcommittee on confidential matters in particular.
HR Committee of the Supervisory Board
General task
In 2015 the Remuneration committee of the Supervisory Board changed its scope and name to cover a broader range of HR subjects, including remuneration.
The HR Committee supervises the development and implementation of policies regarding employment andhelps the Supervisory Board prepare for its decision-making
in relation to the remuneration of the members of the Executive Board and the remuneration policy for members of senior management. The Supervisory Board
approves the remuneration policy for senior management and supervises its execution by the Executive Board. In addition, the remuneration of the members of the
Executive Board is benchmarked periodically at the request of the Supervisory Board.
The HR Committee prepares the yearly discussion on the remuneration policy for the Supervisory Board, which includes: a review of the general principles governing the
remuneration policy and a discussion of the remuneration practice within the Rabobank Group for the highest earning employees on the basis of a group-wide report,
which, in addition to the fixed and variable remuneration also contains information about the relevant retention, exit and welcome packages within the Rabobank
Group. The HR Committee keeps close track of remuneration policies pursued in the external market and advises the Supervisory Board on how to apply the guidelines
for the remuneration policy in the banking sector.
Facts figures
Members on 31 December 2016 Other attendees throughout the year
Marjan Trompetter, chair as of 1 April 2016 member until this date Regular attendees:
Irene Asscher-Vonk, chair ad interim until 1 April 2016 WiebeDraijer
Arian Kamp Head of the Human Resources, Janine Vos
Ron Teerlink, member as of 14 September 2016
Pascal Visée, member as of 14 December 2016
Wout Dekker, member until 14 September 2016
Meetings
There were seven meetings with over 90% attendance.
Topics
Regular topics of discussion
The HR Committee addresses a wide range of HR related topics.
In 2016 the HR-committee paid attention to diversity, talent development, employability, educational efforts, health, the transition of Rabobank and the impact of
redundancy on employees, employee participtation and various compensation related issues, among others
Rabobank pursues a prudent, restrained and sustainable remuneration policy.
In 2016, on the advice of the HR Committee, the Supervisory Board approved a limited number of material exceptions to the GRP which do not relate to the Executive
Board. These exceptions were based in part on the divergent local legislation and regulations and/or market practice.
The HR Committee discussed the general performance targets for Identified Staff. Please refer to the section on Remuneration in this Annual Report for an explanation
of this term. The Committee carried out preparatory work for the Supervisory Board with regard to the annually available aggregate variable remuneration with an
underlying risk assessment for Rabobank Group and for the individual variable remuneration of employees classified as Identified Staff.
Special topics
The Supervisory Board welcomed initiatives of the Executive Board to set the 'Tone at the top', through leading by example.
In 2017, (the HR committee of the) Supervisory Board will keep a close eye on follow-up actions of the OHI.
160 Rabobank Annual Report 2016
