About this Report Chairman's Foreword Management Report Appendices Corporate Governance Consolidated Financial Statements Company Financial Statements Other Attendees Throughout the Year Regular attendees: Wiebe Draijer Janine Vos 'On occasion: HR professionals involved with specific agenda topics Appointments Committee of the Supervisory Board Summary Supervisory Board Meetings Appointments Committee General Responsibilities and Duties TheAppoin tmen ts Committee helps the Supervisory Board prepare its decision-making regarding the composition of, and (re)appoin tments to, the Supervisory Board, the Managing Board and higher senior management positions. Facts Figures Members on December 31,2018 Marjan Trompetter, chair (100%) I rene-Asch er-Vonk (100%) Leo Degle (86%) Ron Teerlink (100%) Pascal Visée (100%) Meetings There were seven meetings with around 97% attendance Topics Regular Topics of Discussion In general, the Appointments Committee extends advice on personnel changes in the Supervisory Board and the Managing Board based on the respective boards' succession plans and outline profiles. The Committee also advises the Supervisory Board on the approval of different (Rabobank and affiliate) senior management appointments. The Appointments Committee monitors and assesses on annually the (continuing) suitability of members of the Supervisory Board and the members of the Managing Board and of these bodies in their entirely. Suitability assessment considers knowledge, experience and other qualities and competences that are deemed necessary individually and collectively. The multi-year succession plan is used to determine which fields of knowledge, experience and other qualities and competences are deemed necessary for the above (re)appointments, to ensure optimum operation of the collective Managing Board/Supervisory Board. The Appointments Committee considered the additional positions and roles of the Managing Board members inside and outside Rabobank. The Appointments Committee explicitly addressed the subject of (gender) diversity as part of talent management and in the context of searching for and assessing potential candidates for the Supervisory and Managing Board. Special Topics In 2018, the Appointments Committee reviewed and updated the procedures on the (re-) appointment of Supervisory Board and Managing Board members Since July 12018 the Appointments Committee has been involved in the implementation of new EBA guidelines with stricter requirements on suitability and internal governance concerning appointments of Managing Board and Supervisory Board members, as well as senior management appointments. During 2018, the activities of the Appointments Committee were also driven by: 1)the re-appointment of Wiebe Draijer and Jan van Nieuwenhuizen to the Managing Board, 2) the re-appointment of Arian Kamp, as well as the appointment of Annet Aris to the Supervisory Board and 3)the intended appointment of Els de Groot as CRO to the Managing Board subject to formal requirements. Composition of the Supervisory Board As part of the regular process of succession in 2018 Leo Graafsma stepped down from the Supervisory Board in April 2018. Petri Hofsté has succeeded him as chair of the Audit Committee. Arian Kamp was reappointed for a four-year term in December 2018. He will continue as chair of the Committee on Cooperative Affairs. He has successfully refocused this committee's agenda to advise the Supervisory Board on the bank's cooperative identity and matters of strategic and social relevance to the bank. The Supervisory Board has evaluated its effectiveness, capabilities and composition in light of digitalization and innovation, the growth of the international activities and our international focus on Food Agri. The Supervisory Board decided to initiate a search and selection process aimed at increasing the Board's diversity in these areas. The Supervisory Board welcomed the appointment of Annet Aris by the General Members Council in its meeting of December 12,2018. She brings in-depth knowledge of digital transformation and innovation to the board. Supervisory Board Effectiveness Evaluation Following the evaluation of its effectiveness in 2017, the Supervisory Board changed the scope of its Committee on Cooperative Affairs and altered the composition of its committees. The Committee on Cooperative Affairs expanded its advisory role to the Managing Board to include the banking business strategy of client segments. The Supervisory Board's 2018 evaluation was carried out in conjunction with external advice. The Board in general assessed its effectiveness as positive. The board is operating as a team and very dedicated and committed to its work for the bank. The board appreciates the increased focus on strategically important topics in the past year, although it also acknowledges that continuous time and attention remain very necessary for the regulatory agenda, the control framework, cost efficiency, risk management and compliance. In the evaluation, the board has identified the following attention points for improvement: The composition of the board can gain in diversity with the addition of members with international, banking and board experience; The Supervisory Board can increase its impact with a strengthened, challenging approach. The continuation and Annual Report 2018 - Corporate Governance 109

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Annual Reports Rabobank | 2018 | | pagina 111