Contents Introduction Management report Appendices Corporate governance Consolidated Financial Statements Company Financial Statements
implemented by the chairmen of local Rabobanks'management
teams, as well as the supervision exercised by the members of
the Local Supervisory Body (LSB).
LSB members are appointed by and accountable to their LMCs.
An LSB does not derive its authority from law. The Managing
Board has instead delegated the LSBs specific local governance
powers under the Articles of Association of Rabobank.
LSB chairmen are key players in the collective governance as
they represent local members in the General Members'Council
(GMC). At the local level, the LSB supervises the execution
of the strategy. In this light, the general state of affairs and
(social) performance of the local Rabobank, including its
internal financial reporting, must feature periodically on the
LSB agenda. The internal financial reporting of individual local
Rabobanks are also compiled in the new governance structure
to enable LSBs to perform their roles accurately and adequately.
Furthermore, this body is authorised to supervise the degree
to which the local Rabobank complies with external laws and
regulations and the Articles of Association.
Local supervisors are supposed to actively assess whether
the quality of the offered services meets the needs of
clients and members. They judge the extent to which the
local management team chairman satisfies his or her local
responsibility to focus on clients' long-term interests and
to contribute to the sustainable development of the local
community and strengthen ties with it.The functional
employer's role of the local management team chairman has
been mandated to the LSB, too. This responsibility encompasses
appointing, assessing and suspending the chairman.The
LSB is also authorised to approve a number of important
local decisions. It must ensure that the local management
team chairman duly notes its advice in local policy making.
Furthermore, the LSB has an advisory role with regard to the
management of the local Rabobank and fulfils a liaison role
between local society and the local Rabobank and has a role
to contribute to the sustainable development of the local
community and strengthen ties with it.
To facilitate LSBs in performing their tasks effectively,
various regional meetings on specific topics were organised
throughout the reporting year. For instance, workshops on the
formal roles of local supervisory bodies, financial accounting
and FIR issues were held. Next to regional meetings, a national
supervisors'conference is organised annually. This conference is
a meeting of supervisors of all local Rabobanks, members of the
Supervisory Board and of the Managing Board. In 2017, it was
dedicated to the theme 'Meaningful Cooperative Bank'. During
the conference, participants discussed concrete propositions
of Rabobank's social agenda, community banking and ways
to operationalise important cooperative dimensions, such as
involved membership and cooperative dividend.The follow-up
of the recommendations from this conference is monitored by
the Meaningful Cooperative Bank Committee, which has also
been charged with formulating a cooperative key performance
indicator.The national supervisors'conference also presents
a great opportunity to network and share experiences,
knowledge and information.
The GMC is the highest decision-making body in the Rabobank
governance. It consists of chairmen of all local supervisory
bodies, who represent the members of their local Rabobanks in
the GMC.The GMC has around 100 members and meets at least
twice a year. It focuses on the strategic framework and the basic
premises of the identity of Rabobank, from the cooperative to
local Rabobanks and all other group entities.The GMC has three
permanent committees: the Urgency Affairs Committee, the
Coordination Committee and the Committee on Confidential
Matters.
On behalf of the members, the GMC safeguards continuity
while also acting as a custodian of collective values. The GMC
evaluates the governance and the banking business on the
basis of commonly agreed strategic principles. It appoints
members of the Supervisory Board of Rabobank on the
recommendation of the Supervisory Board, who appoint the
statutory members ofthe Managing Board.The Supervisory
Board supervises the Managing Board and both the Supervisory
Board and the Managing Board are accountable to the GMC.
To perform these functions, the GMC has several formal tasks
and responsibilities. The GMC has the power to amend the
articles of association or change the legal status of Rabobank.
It adopts the annual accounts and has advisory and approval
rights for major decisions taken by the Managing Board. For
instance, the GMC determines the basic premises of Rabobank's
identity and strategic frameworks and the main points ofthe
annual plan and budget.
The agenda ofthe GMC covered a wide range of topics. For
instance, the process update and governance evaluation
were discussed, as were proposals to promote diversity in
all governance bodies.The governance transformation has
reinforced our awareness that member engagement and
involvement are essential to a cooperative bank. These aspects
are what set us apart from other players. The regime shift has
also triggered new initiatives to solidify cooperative aspects,
for example, our new Youth Forum, which includes a young
member representative from each local Rabobank. Rabobank
believes that permanent dialogue with this member category
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