About this Report Chairman's Foreword Corporate Management Report Appendices Governance Consolidated Financial Company Financial Statements Statements General Responsibilities and Duties Regular Topics of Discussion Article 25 of the Articles of Association of the Coöperatieve Rabobank U. A. describes the responsibilities of the Supervisory Board, including the decisions that need approval of the Supervisory Board. In 2018, the Supervisory Board received frequent updates about Rabobank's financial performance, the status of Rabobank's transition process, compliance issues (CDD and transaction monitoring) and regulatory developments (PSD2, IFRS9 and the reform of Basel III). The board also discussed the outcome and follow-up of letters, on-site visits and external regulators deep-dives, and was notified of special topics and committee subjects mentioned in the tables below. In cases requiring the approval of the Supervisory Board, the relevant committee presented its advice to the full Supervisory Board. Special Topics In 2018 special attention was given to the Banking 3.0 transition towards about 90 local banks with over 300 offices in the Netherlands, of which 14 banks provide specialized services to the banks within their regional members assembly. In addition, in 2018 special attention was given to the Alba project, regarding the settlement agreements with US authorities on RNA and on the SME derivatives project, also by installing a temporary Supervisory Board Committee on this topic. The Supervisory Board as Employer Each position within the Managing Board is outlined in a Position Role Profile. These profiles are formulated to complement each other in order to secure the required: Knowledge and know how; Experience; Personality traits (and characteristics) for a Leadership role within a financial institution, as well as representing Rabobank identity and values, and; Leadership competencies, core competencies and role specific (functional) competencies. Managing Board members are appointed by matching Position Holders to the appropriate Position Role Profiles. This ensures a balanced composition Position Holders who are accountable for position- and role- specific matters within the Rabobank organization. In composing the Managing Board, diversity needs are taken into account. The Supervisory Board has a performance dialogue with each member of the Managing Board three times a year. An annual assessment monitors the suitability of individual members of the Managing Board and the overall composition. This yearly review considers both internal and external developments. Composition of the Managing Board The current Managing Board was formed in 2017, at which time additional board members were appointed. In the beginning of 2018, the Supervisory Board approved the targets for the Managing Board. The approach to the target setting for the Managing Board aims to ensure integral management of the bank and a seamless roll-out of targets across management layers. During 2018 the Supervisory Board paid special attention to the Managing Board's team development and cooperative ability; the effectiveness of board roles responsible for innovation and the bank's four client segments, (Retail and SME Netherlands, Wholesale and Rural Retail), and progress on agreed targets and performance indicators. In the view of the Supervisory Board, the revised structure of the bank's top management is developing as intended. The Managing Board (i) is benefiting from the broadened perspective and integral responsibilityforthe banking business as a whole, (ii) is gearing up innovation and change, and (iii) is taking an integral responsibility for the bank's control and compliance agenda. In 2019, the Supervisory Board will evaluate the current distinction between statutory and non-statutory members of the Managing Board. In 2018, Wiebe Draijerand Jan van Nieuwenhuizen were reappointed by the Supervisory Board for another four-year term. Their reappointment followed on a successful evaluation process by the Supervisory Board's HR committee, which issued its positive recommendation. The Supervisory Board expressed its full support for Wiebe Draijer's results in his first four-year term and agreed that he was the right person to continue leading the bank's transition for a second term. The Supervisory Board concluded that Jan van Nieuwenhuizen has successfully contributed to the growth of the internationalization and focus of the bank's Wholesale strategy and likewise welcomes the continuation of this strategy. A sound and reputable Rabobank Managing Board member, Jan van Nieuwenhuizen is a team player with strong interpersonal skills, who has helped create an environment of transparency and trust. In October 2018, Rabobankannounced the proposed appointment of Els de Groot as Chief Risk Officer, as the bank moves to a new phase in its transition. On February 12019 Els de Groot succeeded Petra van Hoeken, who will continue as a member ofthe Board of Directors of Rabobank North America and as a member of DLL Supervisory Board. Annual Report 2018 - Corporate Governance 108

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Annual Reports Rabobank | 2018 | | pagina 110