Contents
Introduction
Management report Appendices Corporate governance Consolidated Financial Statements Company Financial Statements
All Supervisory Board members participate in committees.
Below is a list of facts and figures, general responsibilities and
duties, and topics typically discussed by the Supervisory Board
committees.
Audit Committee of the Supervisory Board
General responsibilities and duties
The audit committee assists the Supervisory Board in its oversight of the activities of the Managing Board primarily relating to financial reporting, internal control,
compliance and audit, including the following:
a. the system of internal controls,
b. the financial reporting system and processes,
c. external reporting and the provision of financial information to regulators,
d. compliance with internal codes, relevant legislation and regulations,
e. the scope and activities of internal and external auditors,
f. the follow-up of audit findings and recommendations, and
g. the functioning of the compliance organisation, internal auditors and external auditors.
Facts figures
Members on 31 December 2017
Leo Graafsma, chair (100%)
Petri Hofsté (100%)
Arian Kamp (100%)
Jan Nooitgedagt (86%)
Marjan Trompetter (100%)
Other members of the Supervisory Board frequently attended the meeting as
observers
Other attendees throughout the year
Regular attendees:
Wiebe Draijer, Bas Brouwers, Petra van Hoeken
Chief Audit Executive, Rudi Kleijwegt
Deputy Chief Audit Executive, Dick Duit
External auditors of PwC,
Peter van Mierlo and Rogier van Adrichem
Other frequent attendees on relevant topics:
Chief Compliance Officer, Angelique Keijsers
Head of Group Control, Jan Bos
Quarterly Compliance report (focus on compliance function);
Compliance Charter;
Year Plan Compliance;
Integrated report on integrity incidents within Rabobank;
Frequent (verbal or in writing) updates on client integrity, privacy, various
specific compliance themes, on-site inspections and supervisory files;
Report on audit findings and Quarterly progress reports on audit and regulatory
findings;
Rabobank 'In Control' and Management Letter (In Control Statement);
Quarterly report Audit Rabobank;
Audit Charter;
Year Plans internal and external auditor, and
Independence and costs external audit.
Meetings
During 2017 the Audit Committee convened eight times, including two extra meetings. The attendance was over 95%.
In the beginning of November, the Audit Committee held a special meeting with CFO Bas Brouwers and some finance specialists to acquire in depth information on
the budget process and the proposed budget allocation for 2018. In the regular budget meeting in November, members of the Managing Board were requested to
present the 2018 Year Plans for their businesses and departments to the Audit Committee.
The items that are regularly scheduled for the mid-November Audit Committee meeting were discussed during an extra meeting in early December.
Three sessions on continuing professional education were held with the members of the Risk Committee (see overview below on educational efforts)
Topics
Regular topics of discussion
Annual Report and financial statements for 2016 and Interim report for 2017
Board Report and Auditors Report of PwC 2017;
Loan Impairment Report;
Legal claims and provisions (litigation, regulatory oversight and client care are
also addressed in the risk committee);
Report in the context of article 26 CRR;
Pillar 3 report;
COREP/FINREP;
Situation on the financial markets and the potential impact thereof on Rabobank;
The development of Rabobank's ratings;
Quarterly Performance report;
Mid-term Planning (MTP) and Budget Rabobank Group for the upcoming year;
High-level benchmark comparing Rabobank to its peers;
Tax policy and developments;
Special topics
In May 2017 the Audit Committee - and other members of the Supervisory and Managing Board - visited the Rabobank project team that handles SME-derivatives
cases in accordance with AFM recovery framework guidelines.
Compliance's strategic goals for 2017 are: Forward looking, Make the business better, Clear 3 lines of defence, Global oversight and Consistency.
On 1 July 2017 the compliance function was redesigned in order to build a global, forward-looking compliance organisation at Rabobank Group level, working along
the lines of the Target Operating Model (TOM) and incorporating the recommendations of the ECB Compliance on-site held in autumn 2016. The function redesign
was discussed with the Audit Committee, which monitored the restructuring process, noting that the staffing of key functions had been a point of concern in some
functions.
The ECB Compliance on-site also addressed some points of improvement for the functioning of the Supervisory Board Audit Committee. The ECB stressed that
the Audit Committee must review the compliance function in a more structured way at least once a year. In September 2017 the Audit Committee reviewed the
operational effectiveness of the compliance function based on a self-assessment of the compliance function and the positioning thereof within the CRO-domain, an
Audit Report on the compliance function and an additional report by Audit Rabobank on first-line issue management.
In November 2017, the Audit Committee also addressed the self-assessment of the audit function. The Audit Committee regularly monitored the progress on the IFRS
9 project, managed by the Head of Group Control, Jan Bos.
The (chair of the) Audit Committee was involved in the evaluation of the performance and reward of the Chief Compliance Officer, the Chief Audit Executive and the
Deputy Head of Audit Rabobank.
Additional comments
On 9 February 2017, delegates of the JST/ECB attended a meeting of the Audit Committee as observers in the context of the second Thematic review on risk
governance and risk appetite (RIGA II).
The Supervisory Board believes that the internal audit function - Audit Rabobank - had sufficient resources at its disposal to adequately perform its core duties in
2017. After reorganisation and some voluntary staff departures caused some resourcing concerns in 2016, the Audit Committee and the Supervisory Board kept a
close eye on staffing in 2017. The Chief Audit Executive and head of Audit Rabobank, Rudi Kleijwegt, assured the Audit Committee that staffing is tight but sufficient to
realise the Audit Year Plan with only a slight delay due to extra audits during the year. The Audit Committee supports the conclusions of the self-assessment of Audit
Rabobank and is satisfied with the performance of Audit Rabobank in 2017.
Rabobank Annual Report 2017 - Corporate governance
156
