About this Report Chairman's Foreword Corporate Management Report Appendices Governance Consolidated Financial Company Financial Statements Statements Supervisory Board acknowledged the positive impact that the enhancements already embedded in the control framework have had, especially where risk ownership is concerned, for operational risks and addressing audit findings. In recent years, the Supervisory Board received continuous updates about the developments leading to the settlement in early 2018 between Rabobank National Association, its California based subsidiary, and the United States Department of Justice and other U.S. authorities for possible violations of the U.S. Bank Secrecy Act and other regulations and statutes in relation to its historical AML compliance program.The board was regularly informed about this and discussed the improvement projects on this topic with the Managing Board, the Compliance officer, and U.S. management of Rabobank and its regulators. Cyber security increasingly requires the attention of both the Managing Board and the Supervisory Board. The board fully supports the critical attention the Chief IT and Operations officer pays to awareness training and the continuous and necessary innovation of systems and processes. The board understands that cyber security developments and the bank's response to the risks they entail, also influence our approach to innovating and simplifying the IT infrastructure and applications. In 2018, the work to reassess applicable derivatives contracts and recover Dutch customers under the agreed upon Derivatives Recovery Framework continued. An ad hoc Derivatives Committee of the Supervisory Board conducted a deep-dive into the project. The ad hoc committee reviewed the progressandthe measures taken and reported to the full board its view that the bank is taking all possible measures and steps to communicate with and recover customers appropriately within the agreed time frame. Derivatives Committee Summary Supervisory Board Meetings Ad Hoc Derivatives Committee General Responsibilities and Duties Ad Hoc Committee of the Supervisory Board on interest rate derivatives recovery program During the September 2018 meeting, the Audit Committee discussed the establishment of an ad hoc committee of the Supervisory Board for the interest rate derivatives recovery program. The objective is to gain an unambiguous understanding of the file's background and essence, and to monitor whether the recovery program's targets will be met. The ad hoc committee will regularly report findings of its assessment to the Supervisory Board. Facts Figures Members on December 31,2018 Other Attendees Throughout the Year Jan Nooitgedagt, chair (100%) Pascal Visée (100%) Regular attendees: Program Director for the interest rate derivatives recovery program and Chariman of the steering committee for the interest rate derivatives recovery program Meetings The first meeting of the ad hoc committee was in October 2018. It met three times between then and December 312018. The members of the ad hoc committee also paid an informative visit to the responsible officers of the Netherlands Authority for the Financial Markets (AFM). The Supervisory Board adhoc committee on interest rate derivatives recovery program will continue to meet in 2019 but no more than once or twice. Topics Regular Topics of Discussion Regular topics of discussion were the status and performance reports on the handling of files, the liaison with the financial supervisory and government authoritiesthe cooperation with the external file assessor, and the monitoring of external communication. In November 2018 the committee members gave an update to the other Supervisory Board members. Rock-Solid Bank The Supervisory Board is content with the continued progress in 2018 toward the financial targets of the 2016-2020 Strategic Framework. Focus areas in the board's discussion included the lagging performance on the profitability targets, especially the Cost/Income ratio, and the measures planned and taken to address the gap between performance and target. The Audit Committee of the Supervisory Board analyzed the segment budgets and their assumptions in detail. The Committee challenged the plans for organizational changes to support cost efficiencies. The Committee also gave its opinion on the analysis and presentation of overhead costs. In its deliberations with the Managing Board, the Supervisory Board discussed the acceleration of investment in digitalization to strengthen the business model innovation and the efficiency and simplification of processes and systems against a decreased Cost/Income ratio improvement in the short term. The impact of regulatory changes is likewise important to achieving ourfinancial targets.The Supervisory Board is regularly updated on regulatory developments important to the bank and the status of the bank's preparations and implementation to address the changes in processes, systems and the impact on reporting and financial targets. In 2018, the Supervisory Board paid attention to the implementation of International Financial Reporting Standard 9 regarding financial instruments accounting in the bank's financial reporting.The board discussed the changes and potential vulnerabilities that IFRS 9 implementation will bring Annual Report 2018 - Corporate Governance 113

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Annual Reports Rabobank | 2018 | | pagina 115