About this Chairman's Corporate Consolidated Financial Company Financial Report Foreword Management Report Appendices Governance Statements Statements Audit Committee of the Supervisory Board Summary Supervisory Board Meetings Audit Committee General Responsibilities and Duties The responsibilities and duties of the Audit Committee are described in the Rules of Procedure of the Audit Committee of Rabobank's Supervisory Board. In 2018 the Rules of Procedure were amended to become compliant with - amongst others - the 'EBA rules on internal governance'. The revised version can be accessed via www.rabobank.com.The Audit Committee prepares the Supervisory Board's decision-making on all matters regarding the integrity and quality of Rabobank's Group's financial reporting, the effectiveness of Rabobank Group's internal control systems framework, the external independent auditor, Rabobank Group's internal audit function and Rabobank Group's compliance function. The Audit Committee also reviews third-party opinions on the design and effectiveness the overall internal control framework, including the risk management framework, if applicable. The Audit Committee monitors (i) the external reporting process, (ii) the adequacy and effectiveness of the internal control systems framework, processes and mechanisms, including the internal risk management framework, (iii) the system of internal auditing, (iv) the statutory audit of the annual accounts and the consolidated financial statements and the review of the half-year interim financial statements in particular taking into account any findings and conclusions of the Autoriteit Financiële Markten pursuant to the quality assurance reviews on the external audit firm and also the integrity and quality of the financial reporting; and (v) the establishment of accounting policies. The Audit Committee supervises the existence, integrity, independence and effectiveness of regulations pursuant to which bank staff (a) may confidentially raise concerns about possible improprieties in matters of financial reporting and (b) are able to report internally about potential or actual infringements of the provisions of the Capital Requirements Regulation or the Financial Supervision Act. Finally, the Audit Committee has specific responsibilities and duties relating to the internal audit function, the external independent auditor and the compliance function. Facts Figures Members on December 31,2018 Petri Hofsté, chair since May 16,2018 (100%) Jan Nooitgedagt (86%) Ron Teerlink (as of September 1,2018) (100%) Pascal Visée (as of September 1,2018 (100%) As on September 12018, the composition of the Audit Committee changed. Ron Teerlink and Pascal Visée were appointed as new members instead of Arian Kamp and Marjan Trompetter. Leo Graafsma was chair of the Audit Committee until April 18,2018 - the date that he officially resigned as a member of the Supervisory Board. Other Attendees Throughout the Year Regular attendees: Wiebe Draijer, Bas Brouwers, Petra van Floeken Chief Audit Executive, Rudi Kleijwegt Deputy Chief Audit Executive, Dick Duit (until 1 September 201E Chief Compliance Officer, Angelique Keijsers External independent auditor of PwC, Roger van Adrichem Other frequent attendees on relevant topics: Other members of the Managing Board The other members of the Supervisory Board have a standing invitation to attend the meeting of the Audit Committee. Meetings During 2018, the Audit Committee convened six times, of which two meetings were attended by almost all other members of the Supervisory Board: the meeting on the 2017 full year figures and the meeting on the 2018 half year figures. During the Audit Committee meeting in May 2018, representatives of the JST attended as observers the meeting. Two working sessions were held in 2018 for the members of the Audit Committee: one on COREP and the other on the preparation of the 2019 budget. Four sessions on continuing professional education were held with the members of the Supervisory Board's Risk Committee (see overview in Risk Committee's educational efforts). Topics Regular Topics of Discussion Performance Report (via Group Control) General update on financial markets Annual Report (figures and report) Interim Report (figures and report) Rabobank's Internal Control reports Board Reports external auditor Auditors Report (external auditor) Report in the context of article 26 CRR Compliance Year Plan (Internal) Audit Global Year Plan Sustainability reporting Special Topics Special attention was paid to the project for the implementation of IFRS 9, the developments on the BSA/ AML Program for the New York office, USA, the amendment on the Audit Committee Rules of Procedure, the (self-)assessment of the process of drawing up the annual report, the self-assessment of the Compliance and Risk Management functions and the evaluation report of the (internal) Audit function. Engagement Letter external auditor Half year report Compliance Quarterly reports (internal) Audit Loan Impairment Report External Auditor's Plan External Auditor's IT Plan Supervisory Update Review Compliance Charter High level benchmark comparing Rabobank to its peers Rabobank Group Budget for coming year Liaison Officers and Stakeholder Relations The Supervisory Board regularly meets with the bank's prudential supervisors, particularly the European Central Bankandthe Dutch Central Bank (the Joint Supervisory Team for Rabobank). In these meetings, the Supervisory Board's role and perspective on the bank's strategy, governance, performance and risk management are the focus of constructive discussions. Annual Report 2018 - Corporate Governance 115

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Annual Reports Rabobank | 2018 | | pagina 117