About this Report Chairman's Foreword Management Report Appendices Corporate Governance Consolidated Financial Statements Company Financial Statements board encouraged further ethnical and cultural diversity in the employee base.The Supervisory Board agrees with the Managing Board that increased diversity and inclusivity within the bank wil enhance Rabobank's purpose and management. The Remuneration and HR Committee Summary Supervisory Board Meetings Remuneration HR Committee General Responsibilities and Duties The Remuneration HR Committee (R&HR) prepares the Supervisory Board's decision making on remuneration and general HR issues like organizational development, employee engagement and people issues from a human resources perspective. In addition, the R&RH Committee considers the consequences of these topics for Rabobank's risks and risk management, accounting for the long-term interests of Rabobank stakeholders and accepted social practice, as well as Rabobank's long-term business, risk appetite, performance and control environment. The R&HR Committee works closely with the Risk Committee in evaluating the incentives created by the remuneration system and directly supervises the remuneration of senior management staff who perform control duties. The R&HR Committee prepares a proposal on the remuneration policy and the other terms of employment of the directors of Rabobank. It assesses the remuneration practice within Rabobank Group for the highest earning employees based on a group-wide report, which in addition to the fixed and variable remuneration also contains information about the relevant retention, exit and welcome packages within the Rabobank Group. Furthermore, the R&HR Committee prepares a central, independent, internal assessment to review (at least annually) the general principles governing the remuneration policy and its implementation. Rabobank pursues a prudent, restrained and sustainable remuneration policy. Facts Figures Members on December 31,2018 Marjan Trompetter, chair (100%) Irene Asscher-Vonk (86%) Leo Degle (88%) Ron Teerlink (100%) Pascal Visée (100%) Meetings There were seven meetings with around 94% attendance. Topics Regular Topics of Discussion The R&HR Committee addresses a wide range of topics. In 2018, these included talent development, employability, educational efforts, diversity and inclusion, health/ vitality (including absence reporting), engagement, culture, the impact of redundancy on employees, employee participation, 'Tone at the top'/leading by example, and various compensation related issues. In 2018, the Supervisory Board took the R&HR Committee's advice to approve a limited number of material exceptions to the Group Remuneration Policy which do not relate to the Managing Board. These exceptions were based on divergent local legislation and regulations and/or market practice. The R&HR Committee discussed the general performance targets for Identified Staff (see Remuneration chapter for an explanation of this term). The Committee carried out preparatory work for the Supervisory Board regarding the annually available aggregate variable remuneration with an underlying risk assessment for Rabobank Group and for the individual variable remuneration of employees classified as Identified Staff. Information on remuneration in general and on variable remuneration can be found in the Remuneration section of this Annual Report and in the Pillar 3 report. The R&HR committee shared the remuneration section of the annual report with the GMC Committee on Confidential Matters. Special Topics The R&HR Committee paid special attention to the material impact of the Banking 3.0 project on staff. Other Attendees Throughout the Year Regular attendees: Wiebe Draijer Janine Vos On occasion: HR professionals involved with specific topics on the agenda Innovation and Digitalization In 2018, the Digital Hub began the digitalization of 30 important customer journeys. The Supervisory Board was updated on these developments in board meetings, educational sessions and during site visits. Rabobank has a worldwide network of customers in the Food Agri sectors. The Supervisory Board is strongly convinced of the opportunities and the added value the bank has to offer by driving innovation in, for example, financial data gathering and analysis processes in the Food Agri chain. Supervisory Board in Its Supervisory Capacity The Supervisory Board regularly discussed and approved, at the recommendation of its Audit Committee, financial performance reports, audit reports, the budget, capital- and medium-term plans, proposals for mergers and acquisitions, funding policy and transactions, financial reports for the prudential supervisor, and responses to findings and requirements of the prudential supervisor. After a discussion in the Risk Committee, the Supervisory Board approved the group's risk appetite statement, risk management and compliance policies (and reports), and capital and liquidity assessment reports. For approval of HR policies and remuneration proposals, the Supervisory Board relies on its Human Resources Committee. The Supervisory Board discussed a regulatory requirement of the resolution authorities on preparing for resolution of the bank in predefined extreme circumstances. The purpose of this was to gain in-depth insight into the regulatory requirement and to learn whether the bank can give adequate consideration to its cooperative structure and purpose in the event of a resolution. In the Supervisory Board's discussions on the capital and liquidity assessment carried out by the bank, topics included the application of capital requirements in management decision-making, the level of prudence applied in the assessment, and the impact of regulatory changes and model updates on both the banking business and capital requirements. When approving for transactions, the board addressed the implications for all stakeholders: customers, employees, society and regulators. Annual Report 2018 - Corporate Governance

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Annual Reports Rabobank | 2018 | | pagina 113