Management Report Appendices Governance
Consolidated Financial Company Financial
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.
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;
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
Annual Report 2018 - Corporate Governance