Contents Introduction Management report Appendices Corporate governance Consolidated Financial Statements Company Financial Statements from the specific performance management requirements, for Identified Staff receiving variable pay specific risk mitigating measures are in place.This includes the division of the variable pay in a cash part and an instruments part and the deferral policy of three years. For those employees qualified as'Senior management', the deferral policy stretches to five years. Also for employees receiving variable pay above a certain amount, but not being Identified Staff, a deferral policy applies in order to allow the ex post test to be performed. Supervisory Board Reimbursement packages of the members of the supervisory board were revised in 2016 to be in line with the vision on reward and remuneration and cross-industry benchmark data for similar positions. In 2017 no changes were made, so the reimbursement packages were as follows: Asofl October 2016 the fee structure in euros Member Chairman of Audit Committee, Risk Committee, Cooperative Issues Committee, additional Chairman of Appointments Committee together with HR Committee, additional Vice chairman, additional Chairman Fee 90,000 20,000 20,000 30,000 220,000 Individual reimbursements The individual reimbursements in 2017 for members of the supervisory boards are shown below: In thousands of euros Remuneration Irene Asscher-Vonk 90 Leo Degle 90 Leo Graafsma 110 Ron Teerlink 220 Arian Kamp 110 Marja n T rom petter 140 Pascal Visée 90 Petri Hofsté 90 Jan Nooitgedagt 110 Total 2017 1,050 Total 2016 975 individual loans and certificates The outstanding loans of the members of the Supervisory Board in office on 31 December 2017 and the average interest rates were as follows: Outstanding Average interest in millions of euros loans rate (in On 31 December 2017 Arian Kamp 1.4 2.0 Marja n Trom petter 0.4 2.1 Outstanding Average interest in millions of euros loans rate (in On 31 December 2016 Arian Kamp 0.9 2.6 Marjan Trompetter 0.4 4.0 At year-end 2017, the members of the Supervisory Board not listed in the table had not received any loans, advances or guarantees. Several members of the Supervisory Board have invested in Rabobank Certificates in person and/or through their own pension B.V.. On 31 December 2017, the number of Rabobank Certificates per individual member were as follows: Certificates of members of the Supervisory Board On 31 December 2017 Irene Asscher-Vonk Leo Degle Leo Graafsma Num ber of Ra bo bank Certificates 6,894 4,836 4,050 Remarks in pension B.V. in pension B.V. Managing Board With the change from the Executive Board of seven members to the Managing Board often members, the remuneration policy, including individual remuneration packages, were reviewed and supported by an external benchmark (with a cross-industry and financial peer group). The remuneration policy for the Managing Board was approved by the General Members Council. The Managing Board Remuneration Policy adds to the HR mission by focusing on contribution and leadership, by putting emphasis on offering a remuneration proposal within the salary range that matches with the market based position reference point of their role and also matches their personal leadership profile to the desired leadership profile. Managing Board members are appointed fora period of four years, and for that same period, the individual remuneration is determined. There is no entitlement to variable pay for Managing Board members. Regularly, the positions within the Managing Board will be benchmarked and salary ranges might be adjusted based on the outcomes. For the installation of the Managing Board, this benchmark was done in the first half of 2017. This benchmark was done with approximately the same peer group as the previous benchmark for the Executive Board, consisting of a cross-industry and a financial peer group. Outcome was that the remuneration packages of the former Executive Board members were already below the median of the market, and the new salary ranges are in line with that, again set no higher than the median of the market. For the former Executive Board members no indexation of the salaries was executed. For deciding upon Rabobank Annual Report 2017 - Corporate governance 148

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Annual Reports Rabobank | 2017 | | pagina 149