Contents Introduction Management report Appendices Corporate governance Consolidated Financial Statements Company Financial Statements
the implementation ofthe new performance management
system GROW!, periodic performance dialogues in the top of
the organisation, employability continuous development,
educational efforts, new ways of working (FOCUS), talent
and management development, employee participation, the
KPIs and compensation-related issues of key executives and
Identified Staff, as well as the outcome of various efforts to
make Rabobank a more diverse and inclusive company.
The Supervisory Board as an employer
The Supervisory Board's decision to change the top
management structure last year came about after an in-depth
assessment ofthe challenges Rabobank faces: low-interest
rates, margins under pressure, increased regulatory pressure,
fast-changing client behaviour and new competition. The
new top management structure effectively addresses these
challenges: for example, the DTO enabled the digital bank
transformation to take off. The creation of two client positions
for the Netherlands in the Managing Board puts client focus
top of mind. The COO's focus on IT performance lets Rabobank
concentrate on simplifying the bank's infrastructure and
improving data management. Finally, as our employees are
critical to our success, the CFIRO role has been added to the
Managing Board.
The decision to change the top management structure led to
a swift but thorough search-and-selection procedure for new
Managing Board candidates as well as the departure of two
respected Executive Board members, Ralf Dekker and Rien
Nagel, and to some personnel changes at higher management
levels. We would like to convey our appreciation to the
Appointments Committee, the Works Council, FIR professionals
and all other parties involved in this delicate process. We
are very happy to have Kirsten Konst, Bart Leurs, Marielle
Lichtenberg, leko Sevinga and Janine Vos on the Managing
Board.
In addition to appointing the new Managing Board members,
we also approved various new appointments at higher senior
management levels in the new structure of Rabobank.
The Supervisory Board follows a systematic approach to target
setting and to evaluating members ofthe Managing Board.The
Supervisory Board evaluates the performance ofthe Managing
Board and its individual members at least once a year. The
chair and deputy-chair ofthe Supervisory Board regularly
confer with the individual Managing Board members about
the evaluation of their performance. At the beginning of each
year, the Supervisory Board sets the individual and team key
performance indicators (KPIs) for the Managing Board.
In 2017, the Supervisory Board followed the advice ofthe
Remuneration FIR Committee to approve a limited number of
material exceptions to the Group Remuneration Policy. None of
these exceptions related to the Managing Board and they were
approved based on 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 ofthe Supervisory Board:
Finding the proper fit
We make use of an outline profile for the Supervisory Board
when deciding on both appointments and reappointments.
This profile is also published on the website of Rabobank.
Based on a succession plan and competence matrix, the
Supervisory Board (in full and following the advice ofthe
Appointments Committee) carries out an annual assessment
ofthe outline profile and regularly reviews how the required
competences match with current and future tasks and
developments.
In spring 2017, the Supervisory Board advocated the
reappointment of Irene Asscher, who was first recommended by
the Works Council as a candidate for the Supervisory Board in
2009. Irene's extensive knowledge of labour law and employee
participation is invaluable during the current transformation of
Rabobank. In June, the GMC decided to reappoint Irene for two
years, as proposed by the Supervisory Board and in accordance
with article 2.2.2.of the Dutch Corporate Governance Code. In
December 2017, the GMC reappointed Ron Teerlink for a second
term. Fie will remain chair ofthe Supervisory Board. At the end
of 2017, the Appointments Committee ofthe Supervisory Board
started preparations to find at least one new Supervisory Board
member when Leo Graafsma steps down in April 2018 after
completing his second term, function profiles have been drawn
up to streamline the search, based on the Supervisory Board's
outline profile, succession matrix and competence matrix.
With four female Managing Board members and three female
Supervisory Board members, we now meet our internal targets
on gender diversity. Since we are convinced ofthe added value
of diversity and inclusion, we continue our search for potential
candidates from a variety of (cultural) backgrounds.
The Supervisory Board persuaded itself it has complied with
the requirements of independence as described in the Dutch
Corporate Governance Code.
Rabobank Annual Report 2017 - Corporate governance
154
