- Contents Introduction Management report Appendices Corporate governance Consolidated Financial Statements Company Financial Statements The deferred portion vests after three years if the conditions are met, or after five years when rewarded to 'senior management'. Among other things, it is assessed whether there has been a significant reduction in financial performance or a significant change in risk management at Rabobank Group and/or business unit that puts the circumstances assessed when the relevant variable remuneration was awarded in a different perspective. In principle, the right to any provisionally allocated remuneration lapses when the staff member's employment ends. 50% of both the direct and the deferred portion of the variable remuneration is allocated in cash.The cash component of the direct portion is immediately awarded following allocation. The cash component of the deferred portion is awarded to employees only after vesting (after a period of three or five years). 50% of the direct and the deferred portion of the variable remuneration is allocated in the form of an instrument (instrument component) i.e. the Deferred Remuneration Note (DRN). The value of a DRN is linked directly to the price of a Rabobank Certificate (RC) as listed on the NYSE Euronext. The instrument component is converted into DRNs at the time of allocation on completion of the performance year. The number of DRNs is determined on the basis of the closing rates for Rabobank Certificates, as traded on the NYSE Euronext during the first five trading days of February of each year. This therefore represents both the instrument component of the direct and the deferred portion of the variable remuneration. The final number of DRNs relating to the deferred portion is established on vesting (after a period of three or five years). The payment of the instrument component is subject to a one year retention period. After the end of the retention period, the employee receives, for each DRN (or a portion thereof) an amount in cash that corresponds with the value of the DRN at that moment. Payment of the variable remuneration is measured in accordance with IAS 19 Employee benefits. The immediate portion of the variable remuneration is recognised in the performance year, whereas the deferred portion is recognised in the years before vesting. The same system also applies, in broad terms, to non-identified staff, although no deferral policy applies to the first one hundred thousand euros and both the immediate and the deferred portion are paid fully in cash, which means that no DRNs are awarded. On 31 December 2017, the costs of equity instrument-based payments were 14 (2016:13). On 31 December 2017, a liability of 35 was recognised (2016: 30) of which 12 (2016:10) was vested. The costs of variable remuneration paid in cash were 177 (2016:175).The number of DRNs outstanding is presented in the following table. in thousands 2017 2016 Opening balance 1,370 1,037 Awarded during the year 415 518 Paid during the year (353) (362) Changes from previous year (20) 177 Closing balance 1,412 1,370 The value of a DRN is linked directly to the price of a Rabobank Certificate. The estimated payments to be made for the variable remuneration are shown in the following table. On 31 December 2017 Year of payment in millions of euros 2018 2019 2020 2021 2022 Total Variable remuneration, excluding DRNs 175.6 10.1 12.2 1.9 0.0 199.9 DRNs 11.6 12.0 9.7 10.6 1.8 45.8 Total 187.2 22.2 21.9 12.5 1.8 245.7 On 31 December2016 Year of payment in millions of euros 2017 2018 2019 2020 2021 Total Variable remuneration, excluding DRNs 173.3 6.7 8.4 9.9 198.3 DRNs 10.9 10.6 3.8 7.2 8.4 40.9 Total 184.2 17.3 12.2 17.1 8.4 239.2 Rabobank Annual Report 2017 - Consolidated financial statements 233

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Annual Reports Rabobank | 2017 | | pagina 234