Audit & Risk Committee In 2012 the Audit & Risk Committee met six times. The meetings of the Committee were attended by the CEO, the CFO and the COO together with the heads of Group Internal Audit, Group Risk Management and Group Compliance and the external auditor Ernst & Young Accountants LLP. These meetings were preceded by private sessions with the external auditor. The regular agenda items were interim financial reports on the Robeco Group and Robeco Direct N.V., as well as semi-annual reports and (draft) annual reports for publication. Other subjects discussed included the tax position of Robeco Groep N.V., the implementation of global mandates for group monitoring functions, fund governance related issues, the design of the Risk Control Framework and the risk appetite of both Robeco Groep N.V. and Robeco Direct N.V. Moreover, proposed changes to the Charters of Compliance and of Group Risk Management were discussed and approved.
(CARs). Other items on the agenda in 2012 were the policy on management development, succession issues and the implementation of the Human Resources global mandate.
On the basis of quarterly reports from the respective departments the Audit & Risk Committee discussed various internal audit, compliance and risk-management related issues, including Robeco’s compliance with the Banking Code (Code Banken).
Composition of the Management Board
Nomination & Remuneration & Corporate Governance Committee In 2012 the Nomination, Remuneration & Corporate Governance Committee met five times, in the presence of the CEO and the head of Group Human Resources. An important issue in 2012 related to the implementation of the Rabobank Group Remuneration Policy and the Robeco Group Remuneration Policy. In this context proposals for adjustments to the Management Board and Supervisory Board Regulations were discussed and subsequently submitted for approval to the full Supervisory Board. Other remuneration-related issues on the agenda were the KPIs of the members of the Management Board and of the Identified Staff, proposals regarding variable remuneration 2012 and the long-term incentive allocation
Remuneration regulations In 2012, there was further focus on the implementation of the sound remuneration regulations, introduced by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten, AFM) and the Dutch central bank (De Nederlandsche Bank, DNB) on 1 January 2011. To ensure compliance with these regulations and other regulations such as the Dutch Banking Code, Rabobank has introduced a Group Remuneration Policy and related procedures to ensure remuneration practices reflect Rabobank’s risk appetite and take into account the interests of all stakeholders. The main principles of the Group Remuneration Policy, which is in line with the existing framework, are as follows: – Appropriateness of pay; taking into account the longer
Investment Committee In 2012 the Investment Committee met four times, in the presence of the CEO and the CIO. In these meetings special attention was paid to the investment capabilities of Fixed Income Credit/High Yield, Emerging Markets Equities, Global Equities and to the Asset Allocation capabilities. Members of the respective departments gave presentations and discussed various issues with the Investment Committee members. A regular item on the agenda was the product range. The performance of the Robeco products was also discussed, while analysis of the profitability of the investment capabilities was on the agenda too. Updates were given on the state of the economy and the situation in the financial markets.
There were no changes in the composition of the Management Board in 2012.
Remuneration report
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