Contents Introduction Management report Appendices Corporate governance Consolidated Financial Statements Company Financial Statements
The composition of the Supervisory Board as of 31 December
2017 is shown in the table in the Management section of this
Annual Report. Please refer to www.rabobank.com for the
profile of the Supervisory Board and the CV's of its members.
Reflections on our own performance in 2017
In October and November 2017, the Company Secretariat
conducted in-depth interviews with members of the
Supervisory Board, members of the Managing Board, external
accountants and several direct reports of Managing Board
members who are in frequent contact with the Supervisory
Board. Questions were asked about, among other things,
behavioural and cultural aspects, each member's contribution,
the effectiveness of each member, the committee and
the whole team, as well as the relationship between the
Supervisory Board and the various stakeholders inside and
outside Rabobank. The Supervisory Board members exchanged
views in a private session on their collective activities in the past
year and their ambitions, taking in mind the main conclusions
of the in-depth interviews.
Looking back on 2017, one of the main activities of the
(Appointments Committee of the) Supervisory Board was
determining the revised structure and formation of the
new Managing Board. Now that the new Managing Board
members have had some time to settle into their new roles
and responsibilities, the Supervisory Board intends to challenge
the new Managing Board more.The (Remuneration and HR
Committee of the) Supervisory Board was actively involved in
formulating the collective and individual KPIs for the Managing
Board members for 2018. Since the Managing Board deals
with many subjects, most of them complex, subjects, the
Supervisory Board aims to expand the advisory role it plays
for the Managing Board and to keep a close eye on regulatory
issues and internal control matters.The Supervisory Board
would also like to reserve more time for discussions on strategy,
the business, and IT and innovation in a rapidly changing
environment. A more structured and forward-looking approach
to agenda setting is needed to achieve this.
Below is an overview of some facts and figures regarding the
activities of the Supervisory Board and its committees in 2017.
Supervisory Board
General responsibilities and duties
The Supervisory Board supervises the policies pursued by the Managing Board and the general course of affairs at Rabobank and its affiliates. In addition to its
supervisory role, the Supervisory Board serves as an advisor to and employer of the Managing Board. The Supervisory Board members also act as 'liaison officers'for
Rabobank by engaging with members, clients and other stakeholders.
Facts figures
Memberson31 December 2017
Ron Teerlink, chair (100%)
Marjan Trompetter, deputy chair (100%)
Irene Asscher-Vonk (100%)
Leo Graafsma (92%)
Petri Hofsté (92%)
Leo Degle (92%)
Arian Kamp (92%)
Jan Nooitgedagt (92%)
Pascal Visée (92%)
Meetings
13 meetings in total, with 95% attendance. These meetings were attended by the full Managing Board. In addition to this the Supervisory Board held several private
meetings. For other types of meetings with involvement of Supervisory Board members, see below.
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.
Last year the Supervisory Board was frequently updated about Rabobank's financial performance, the status of Rabobank's transition process, compliance issues (CDD,
transaction monitoring and SME-derivatives) and regulatory developments (PSD2, IFRS9 and the reform of Basel III). We also stayed up-to-date as to the outcome and
follow-up of letters, on-site visits and deep dives of external regulators, in addition to some special topics and 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
Supervisory Board.
Special topics
In 2017 the Supervisory Board took the initiative to shift from an Executive Board of seven members to a Managing Board often members, combined with a
restructuring of the portfolios. More information on this process was given earlier in this report.
In fall 2017, the Supervisory Board and the Managing Board visited the US to speak with local management of Rabobank and DLL, clients and third parties about
innovation and commercial developments in the Food Agri sector, and to discuss US compliance and regulatory topics with US regulators. In California, the
boards were updated on the most recent developments in fintech, FoodTech and Digitalisation. This trip enhanced our knowledge of business opportunities in the
US and has improved mutual understanding.
Other attendees throughout the year
Regular attendees:
Managing Board members
During the discussions on the half year and full-year figures Jan Bos, head of Group Control;
Rudi Kleijwegt, Chief Audit Executive, and the Deputy Chief Audit Executive, Dick Duit, were
present, as were the external auditors of PwC, Peter van Mierlo and Rogier van Adrichem and/or
Jeroen de Jonge.
Rabobank Annual Report 2017 - Corporate governance
155
