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
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