Local Bank Rules Rabobank
Chapter 1. General Provisions.
Definitions. General provisions.
Article 1.
1.1 The following terms in these Local Bank Rules are defined as follows:
a.
Departments: organisational units of Members based on, among other things,
geographical criteria (and, individually, a "Department");
b.
General Members' Council: a body made up of delegates of the Members
c.
d.
e.
f.
g.
h.
i.
j.
k.
l.
m.
appointed by the Local Members' Councils;
Management Team Chairman: a person holding the position of management
team chairman who is the Management Team Chairman of a Local Bank (and
all management team chairmen together: the "Management Team
Chairmen");
Internal Financial Reporting: the (internal) balance sheet and profit and loss
account of a Local Bank;
Delegates' Election Assembly: a body to which a Member has been allocated
for the election of members to a Local Members' Council (and all delegates'
election assemblies together: the "Delegates' Election Assemblies");
Members' Policy Plan: the local members' policy plan drawn up by the
Management Team Chairman;
Member: a member of Rabobank (and all members of Rabobank together: the
"Members");
Local Bank: a unit of Rabobank's banking business in the Netherlands which is
connected with a Department;
Local Bank Rules: these rules;
Local Members' Council: a body made up of delegates who have been
appointed by a Delegates' Election Assembly (and all local members' councils
together: the "Local Members' Councils");
Local Supervisory Body: a local supervisory body (and all local supervisory
bodies together: the "Local Supervisory Bodies");
Model Rules of the Delegates’ Election Assemblies: the model rules that
include further rules about the responsibilities and activities of the Delegates’
Election Assemblies and the allocation of the Members to Delegates’ Election
Assemblies;
Executive Board: Rabobank's executive board;
n.
o.
p.
q.
r.
s.
t.
u.
1.2.
1.3.
Supervisory Board: Rabobank's supervisory board;
Rabobank: Coöperatieve Rabobank U.A.;
Rabobank Group: Rabobank and the legal entities and companies affiliated
with it in a group;
Management Team Chairman Mandate: the rules in which the Executive
Board has conferred powers on each Management Team Chairman enabling
him to perform his responsibilities;
Local Supervisory Body Mandate: the rules in which the Executive Board has
conferred powers on each Local Supervisory Body enabling it to perform its
responsibilities;
In Writing: in writing or electronically in a reproducible form;
Head of Division: the director of a Local Bank who has been appointed for his
specific area of expertise by the Management Team Chairman (and all heads of
division of Local Banks together: the "Heads of Division"); and
Employer's Rules: the rules setting out the relationships between a Local
Supervisory Body, the Executive Board and a Management Team Chairman
regarding the employer's responsibilities with regard to a Management Team
Chairman's employment relationship with Rabobank.
The Local Bank Rules apply to every Department (including every Local Members'
Council and every Local Supervisory Body).
The Local Bank Rules may be amended by the Executive Board subject to the
approval of the Supervisory Board and the General Members' Council.
Chapter 2. Organisation of Departments.
Organisation.
Article 2.
2.1.
The Members are allocated to Departments (without legal personality). With the
approval of the General Members' Council, the Executive Board determines the
frameworks for allocating the Members to Departments. Every Member belongs to a
Department.
2.2.
Every Department has:
a.
one or more Delegates' Election Assemblies;
b.
a Local Members' Council; and
c.
a Local Supervisory Body.
Every Department is linked to a Local Bank. Every Local Bank has a Management
Team Chairman.
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2.3.
Upon a merger or demerger of the Department, the Local Members' Council will
ensure that the Department is at all times linked to the Local Bank whose name
corresponds to the name of the Department.
Delegates' Election Assemblies.
Delegates' Election Assemblies.
Article 3.
3.1.
Every Department has one or more Delegates' Election Assemblies for the election of
the members of the Local Members' Council.
3.2.
On a proposal of the Management Team Chairman and subject to the approval of the
Local Supervisory Body, every Local Members' Council adopts rules of the Delegates’
Election Assemblies. The Local Members' Council thereby proceeds from the Model
Rules of the Delegates’ Election Assemblies.
Local Members' Council.
Responsibilities.
Article 4.
4.1.
In addition to the other powers and responsibilities referred to in these Local Bank
Rules, every Local Members' Council has the following powers and responsibilities:
a.
adopting and amending the rules of the Delegates’ Election Assemblies, in line
with Article 3;
b.
advising on the Members' Policy Plan;
c.
determining the number of members of the Local Members' Council, in line
with Article 5;
d.
consulting the Management Team Chairman on the nomination of persons for
appointment as members of the Local Members' Council;
e.
f.
g.
h.
i.
j.
k.
the merger or demerger of the Department, in line with Articles 19 and 20;
drawing up a profile of the composition of the Local Members' Council, in line
with Article 5.2;
the recommendation, appointment, suspension and dismissal of members of the
Local Supervisory Body and its chairman, in line with Articles 13 and 14;
evaluating and deciding on the Internal Financial Reporting of the Local Bank;
evaluating and deciding on the policies pursued by the Management Team
Chairman;
evaluating and deciding on the supervision exercised by the members of the
Local Supervisory Body;
granting remuneration to the members of the Local Members' Council, in line
with Article 5.11;
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l.
setting frameworks and terms subject to which expenditure may be incurred for
purposes of local or general interest on the proposal of the Management Team
Chairman, subject to the approval of the Local Supervisory Body;
m.
determining the amount of expenditure that may be incurred annually for
purposes of local or general interest on the proposal of the Management Team
Chairman, subject to the approval of the Local Supervisory Body, and with due
regard to the frameworks and terms as referred to under l. This amount is (i) a
maximum of 10% of the net profits from the Local Bank's own activities over
the past financial year, and (ii) a minimum of EUR 25,000. If the appropriation
relates to reservations in a profit distribution, innovation or starter funds for
issuing guarantees or (special) loans to clients or acquiring participating
interests, the Executive Board will be consulted beforehand; and
the appointment of two members from among the members of the Local
Members' Council, who will cooperate, pursuant to Article 11.3, with the
provisional adoption of the minutes of the meeting of the Local Members'
Council.
n.
4.2.
The Management Team Chairman and the Local Supervisory Body provide the Local
Members' Council in good time with the information that is required for the
performance of its responsibilities. The Local Members' Council may request all
information it needs for the performance of its responsibilities from the Management
Team Chairman and/or the Local Supervisory Body.
Composition and appointment. Remuneration.
Article 5.
5.1.
The Local Members' Council is made up of a minimum of 30 and a maximum of 50
members. The number of members of the Local Members' Council is determined by
the Local Members' Council, with due observance of the first sentence, on the
proposal of the Management Team Chairman.
5.2.
The Local Members' Council draws up a profile in consultation with the Management
Team Chairman with regard to the composition of the Local Members' Council.
5.3.
Following consultations with the Local Members' Council or a delegation thereof, the
Management Team Chairman nominates candidates for the Local Members' Council.
These nominations are submitted to the Delegates' Election Assembly that is
authorised to appoint the candidates.
In addition, at least 10 members of the Delegates' Election Assembly who are
authorised to appoint candidates may jointly nominate candidates for the Local
Members' Council. The Management Team Chairman notifies the members of the
Delegates' Election Assembly in good time of:
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a.
b.
c.
5.4.
5.5.
5.6.
5.7.
5.8.
5.9.
5.10.
the period within which they can nominate candidates;
the number of vacancies; and
the list of candidates nominated by the Management Team Chairman.
Only members who are allocated to the Department may be appointed as members of
the Local Members' Council. Members of the Local Members' Council may not be
persons who are members of the Local Supervisory Body or the Supervisory Board.
Every Delegates' Election Assembly aims for a composition of the members of the
Local Members' Council, appointed from among its members, that reflects the
members of the Delegates' Election Assembly.
Members of the Local Members' Council assume office at the first meeting of the
Local Members' Council following their appointment.
A member of the Local Members' Council automatically resigns after the end of the
first Local Members' Council that is held after his membership of the Local Members'
Council has lasted for four years since his most recent appointment. The Local
Members' Council adopts a resignation schedule in such a manner that, where
possible, the same number of members of the Local Members' Council resigns every
year. A resigning member of the Local Members' Council is eligible for immediate
reappointment, with due observance of paragraph 8 of this Article.
The maximum period of office of a member of the Local Members' Council is eight
years and a member of the Local Members' Council automatically resigns after the end
of the first Local Members' Council that is held after he has been a member of the
Local Members' Council for eight years. This maximum period in office is determined
on the basis of the number of years in office as a member of a Local Members'
Council (including the membership of another Local Members' Council).
A member of the Local Members' Council can be suspended and dismissed by the
Delegates' Election Assembly that appointed the member. During the suspension, the
member of the Local Members' Council may not exercise his rights as a member of
the Local Members' Council (including the right to attend the Local Members' Council
and to cast his vote).
A member of the Local Members' Council retires:
a.
b.
c.
d.
e.
by dismissal by the Delegates' Election Assembly that appointed him;
by voluntary or periodic resignation;
after he is no longer allocated to the Department as a Member;
as soon as he is declared bankrupt, has applied for a suspension of payments or
is subject to a debt management scheme, is placed under guardianship, his
capital is subject to administration (either wholly or in part) or a mentorship
order has been granted on his behalf;
after paragraph 4, final sentence, of this Article becomes applicable to him;
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f.
5.11.
after his Department merges with another Department or his Department is
demerged in accordance with Articles 19 and 20.
The Local Members' Council may, on the proposal of the Management Team
Chairman and after obtaining advice from the Executive Board, grant remuneration to
the members of the Local Members' Council.
Convocation.
Article 6.
6.1.
The Local Members' Council is convened by the Management Team Chairman or by
the Local Supervisory Body whenever this is deemed to be in the interest of the
Department.
6.2.
The Management Team Chairman must convene a meeting:
a.
when decision-making by the Local Members' Council is required under these
Local Bank Rules;
b.
when this is requested In Writing, with reference to the issues to be discussed,
by (i) at least 1/10 of the members of the Local Members' Council or (ii) the
6.3.
Executive Board.
The Executive Board will in any event request this in the event of an amendment to or
revocation of the powers (or part of the powers) of the Local Supervisory Body as
described in the Local Supervisory Body Mandate.
When a request as referred to in paragraph 2 under b of this Article is submitted, the
Management Team Chairman ensures that the Local Members' Council is held within
four weeks after the request is submitted. If no Local Members' Council is convened
within 14 days after the request is submitted, the members of the Local Members'
Council who submitted the request or the Executive Board, respectively, may convene
a Local Members' Council.
Article 7.
7.1.
The Local Members' Council is convened In Writing.
7.2.
There must be at least 14 days between the day on which the notice convening the
7.3.
Local Members' Council is sent and the day on which the Local Members' Council is
held. In urgent cases, the period may be reduced to one working day, unless the
appointment of a member of a Local Supervisory Body has been put on the agenda.
The notice states the agenda, the venue and the time of the Local Members' Council.
The agenda is determined by the Management Team Chairman. If a Local Members'
Council is convened on the basis of Article 6.3, the agenda will be determined by the
members of the Local Members' Council or the Executive Board who are authorised to
convene the Local Members' Council. If a Local Members' Council is convened by the
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7.4.
7.5.
Local Supervisory Body on the basis of Article 6.1, the agenda may also be
determined by the Local Supervisory Body.
A matter which is requested In Writing as a discussion item by 1/10 of the members of
the Local Members' Council jointly or the Executive Board, will be:
a.
included in the agenda attached to the notice; or
b.
announced in the same manner as the notice,
if the Management Team Chairman has received the request no later than on the 30th
day before the day of the Local Members' Council.
Resolutions may be adopted in the Local Members' Council about matters that have
not been placed on the agenda unless the chairman of the Local Members' Council, 1/5
or more of the members of the Local Members' Council or the Management Team
Chairman oppose(s) discussion of the matter.
Chairman.
Article 8.
8.1.
The meeting of the Local Members' Council is presided over by the chairman of the
8.2.
Local Supervisory Body or by a person designated for that purpose by the Local
Supervisory Body. If the Local Supervisory Body does not provide a chairman, the
Local Members' Council will appoint a chairman from among its Members.
If a Local Members' Council is convened on the basis of the provisions of Article 6.3,
the petitioners themselves will designate a person to preside over the Local Members'
Council.
Voting rights and participation.
Article 9.
9.1.
Every member of the Local Members' Council has the right to cast one vote in the
Local Members' Council. A member of the Local Members' Council who has been
suspended may not cast a vote.
9.2.
A member of the Local Members' Council may be represented in the Local Members'
Council by another member of the Local Members' Council. Under no circumstances
9.3.
9.4.
can a member of the Local Members' Council cast votes for more than one other
member of the Local Members' Council as a proxy or representative.
The authorisation or power of attorney must be In Writing and must be submitted
before the member of the Local Members' Council can participate in the vote as a
proxy.
The following persons are, in addition to the members of the Local Members' Council,
also admitted to the Local Members' Council and have the right to take the floor in the
Local Members' Council:
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a.
b.
c.
9.5.
the Management Team Chairman;
the members of the Local Supervisory Body;
the members of the Executive Board and other Rabobank officers designated by
the Executive Board;
d.
the members of the Supervisory Board; and
e.
third parties invited by the Management Team Chairman.
The Management Team Chairman, members of the Local Supervisory Body, the
Executive Board and the Supervisory Board have an advisory vote in the Local
Members' Council.
Resolutions.
Article 10.
10.1.
The Local Members' Council adopts resolutions by an absolute majority of the votes
cast, unless the Local Bank Rules provide otherwise.
10.2.
If the votes are tied or if a proposal does not receive the requisite majority, it will be
rejected.
10.3.
10.4.
Blank and invalid votes will be considered not to have been cast.
The chairman of the Local Members' Council determines the manner of voting.
Minutes.
Article 11.
11.1.
Minutes will be kept of the meeting of the Local Members' Council. These minutes are
confidential. The chairman of the Local Members' Council appoints one or more
secretaries to keep the minutes of the proceedings.
11.2.
The minutes of the meeting of the Local Members' Council must state the number of
members of the Local Members' Council that attended or were represented at the
meeting, and all the resolutions that were adopted.
11.3.
Within two months after the date of the meeting of the Local Members' Council, the
minutes must be provisionally adopted by the chairman, the secretary and two
members of the Local Members' Council designated for that purpose by the Local
11.4.
Members' Council from among its members on the chairman's proposal. The
provisionally adopted minutes will then promptly be made available to the members of
the Local Members' Council.
The provisionally adopted minutes will be adopted definitively at the next meeting of
the Local Members' Council and in evidence thereof certified by the chairman and/or
the secretary.
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11.5.
The chairman and the secretary of the Local Members' Council are jointly authorised
to draw up a declaration, that is signed and issued, about resolutions adopted at the
meeting of the Local Members' Council.
Local Supervisory Body.
Responsibilities.
Article 12.
12.1.
Every Local Supervisory Body has the following responsibilities:
a.
to supervise the policies of the Local Bank pursued by the Management Team
Chairman, including (i) compliance with laws and regulations, the Rabobank
articles of association, these Local Bank Rules and (other) rules and resolutions
12.2.
12.3.
of Rabobank and (ii) the degree to which the Management Team Chairman
observes the long-term interests of clients and the local social orientation;
b.
to exercise the employer's role in relation to the Management Team Chairman
on the basis of and in line with the Employer's Rules;
c.
to connect the members of the Department and society with the Local Bank and
the Rabobank collective;
d.
to advise the Management Team Chairman in the performance of his
responsibilities;
e.
to support the Management Team Chairman and the Local Bank in maintaining
social relations; and
f.
to supervise the independence of the local compliance function.
Apart from the other powers granted and responsibilities conferred in these Local
Bank Rules, the Local Supervisory Body Mandate and the Employer's Rules, the
Local Supervisory Body has the following responsibilities and powers:
a.
to approve the adoption of the Members' Policy Plan;
b.
to approve the rules for the Delegates' Election Assemblies;
c.
to nominate candidates for the appointment of members of the Local
Supervisory Body;
d.
to approve the merger or demerger of the Department in accordance with
Articles 19 and 20;
e.
to approve resolutions of the Management Team Chairman where the approval
of the Local Supervisory Body is required on the basis of the Local Supervisory
Body Mandate.
The chairman of the Local Supervisory Body or, if there is a vacancy for this position
or he is prevented from acting, his deputy, is a member of the General Members'
Council. Members participate in the General Members' Council independently and
not bound by any instructions.
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12.4.
In performing their responsibilities, the members of the Local Supervisory Body will
be guided by the interests of Rabobank and its affiliated enterprise(s), including the
Local Bank.
12.5.
The Local Supervisory Body provides the Local Members' Council with information
on the latter's request.
The Management Team Chairman provides the Local Supervisory Body in good time
with all the information required for performing its responsibilities. The Local
Supervisory Body or any member of the Local Supervisory Body may request any
information it or he wishes from the Management Team Chairman.
Subject to the approval of the Supervisory Board and the General Members' Council,
the Executive Board draws up the Local Supervisory Body Mandate. These rules
contain further provisions on the responsibilities and activities of the Local
Supervisory Body.
12.6.
12.7.
Composition and appointment. Remuneration.
Article 13.
13.1.
The Local Supervisory Body is made up of a minimum of three and a maximum of
seven persons. The Local Members' Council determines, on the proposal of the Local
Supervisory Body and with due observance of the preceding sentence, the number of
members of the Local Supervisory Body.
13.2.
Members of the Local Supervisory Body may only be natural persons who are
allocated as a Member to the Department.
Members of the Local Supervisory Body may not be:
a.
persons who are a member of the Local Members' Council or the Supervisory
Board;
b.
persons who carry out any profession, business or function in financial services
at a legal person other than Rabobank or who carry out a profession, business or
function that has been designated as incompatible by the Executive Board.
The Executive Board may grant an exemption to the applicability of the provision
under b. above.
13.3.
The Local Supervisory Body draws up a profile of the Local Supervisory Body and
the function of the chairman. It thereby proceeds from the model profiles. The
Executive Board determines these model profiles subject to the approval of the
General Members' Council.
In addition, the Local Supervisory Body determines, with due observance of the
profile, a job description for every vacancy to be filled on the Local Supervisory
Body, except for the function of the chairman.
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13.4.
13.5.
13.6.
13.7.
13.8.
13.9.
13.10.
The members of the Local Supervisory Body (including the chairman of the Local
Supervisory Body) are appointed by the Local Members' Council upon nomination by
the Local Supervisory Body. If there is (temporarily) no Local Supervisory Body in
office, the Management Team Chairman nominates a member.
The Management Team Chairman, the Local Members' Council, and the works
council involved with the Local Bank may recommend persons to the Local
Supervisory Body to be nominated as members of the Local Supervisory Body.
The Local Supervisory Body will inform them in good time as to when and why a
vacancy on the Local Supervisory Body must be filled and will provide them with the
accompanying job profile.
The Local Supervisory Body will inform the Local Members' Council, the works
council involved with the Local Bank and the Management Team Chairman of the
name of the person it has nominated.
The Local Members' Council appoints the nominated person. If the Local Members'
Council does not appoint the nominated person, the Local Supervisory Body will
nominate a new candidate with due observance of this Article.
The Local Members' Council appoints, on the recommendation of the Local
Supervisory Body in accordance with the provisions in this Article and with due
observance of the final sentence of paragraph 4 of this Article, the chairman of the
Local Supervisory Body in office. The Local Supervisory Body appoints a deputy
chairman from among its members. It also appoints a secretary and his
deputy/deputies from among its members.
A member of the Local Supervisory Body automatically resigns at the end of the first
Local Members' Council that is held after his membership of the Local Supervisory
Body has lasted for three years since his most recent appointment. The Local
Supervisory Body draws up a resignation schedule for this purpose. A resigning
member of the Local Supervisory Body is eligible for immediate reappointment, with
due observance of the provisions of paragraph 10 of this Article. A resigning member
of the Local Supervisory Body who has been appointed to replace a member of the
Local Supervisory Body who retired prematurely, will take the place of his
predecessor on the resignation schedule, unless stipulated otherwise upon his
appointment.
The maximum period of office of a member of the Local Supervisory Body is nine
years and a member of the Local Supervisory Body automatically resigns at the end of
the first Local Members' Council that is held after his membership of the Local
Supervisory Body has lasted for nine years.
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The maximum period in office is determined on the basis of the total number of years
in office as a member of a Local Supervisory Body (including membership of another
Local Supervisory Body).
13.11.
13.12.
13.13.
If the chairman of a Local Supervisory Body is prevented from acting or there is a
vacancy for this position, and his responsibilities can therefore not be performed, the
responsibilities of the chairman of the Local Supervisory Board (including exercising
the right to attend the General Members' Council and to cast his vote at it) will be
temporarily entrusted to the deputy chairman of the Local Supervisory Body (the
person who performs the responsibilities of the chairman, also referred to as the
"deputy"). If the deputy chairman of a Local Supervisory Body is also prevented from
acting or there is a vacancy for this position, the longest-serving member of the Local
Supervisory Body will be temporarily charged with these responsibilities (including
the right to attend the General Members' Council and to cast his vote at it). If all the
members of the Local Supervisory Body are prevented from acting, or there is a
vacancy for all of these positions, the right of the chairman of the Local Supervisory
Body to attend the General Members' Council and to cast his vote at it is vested in the
member of the Local Members' Council designated for that purpose by the Local
Members' Council.
The Local Supervisory Body will notify the Executive Board of any appointment,
suspension or retirement of a member of the Local Supervisory Body.
On the proposal of the Management Team Chairman and subject to the advice of the
Executive Board, the Local Members' Council may grant remuneration to the
members of the Local Supervisory Body. If the scale of the responsibilities so
necessitates, special remuneration may be granted to one or more members of the
Local Supervisory Body, which will be determined by the Local Members' Council on
the proposal of the Management Team Chairman and subject to the advice of the
Executive Board.
Suspension and dismissal.
Article 14.
14.1.
A member of the Local Supervisory Body may be suspended and dismissed by the
Local Members' Council. In addition, the Local Supervisory Body may suspend one of
its members. If the suspension is not converted into a dismissal within one month, it
lapses.
14.2.
A member of the Local Supervisory Body retires:
a.
if he is no longer a member of the Department;
b.
by voluntary or periodic resignation;
c.
by dismissal by the Local Members' Council;
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d.
14.3.
as soon as he is declared bankrupt, has applied for a suspension of payments or
is subject to a debt management scheme, is placed under guardianship, his
capital is subject to administration (either wholly or in part) or a mentorship
order has been granted on his behalf; and
e.
after Article 13.2 becomes applicable to him.
Members of the Local Supervisory Body who are suspended or dismissed by the Local
Members' Council may lodge an appeal with the Supervisory Board within one month
after the suspension or the dismissal. The procedure for this is set out in Article 52 of
the Rabobank articles of association. During the appeal period and pending the appeal,
the member of the Local Supervisory Body is suspended from exercising his rights as
a member of the Local Supervisory Body.
Approval by the Local Supervisory Body. Advice and approval by the Local Members'
Council.
Article 15.
15.1.
If the Local Supervisory Body, due to vacancies or as a result of being prevented from
15.2.
15.3.
acting, is unable to adopt a resolution regarding approval on the basis of these Local
Bank Rules or the Local Supervisory Body Mandate and an urgent resolution is
required, the Executive Board may adopt the resolution regarding approval. The
resolution by the Executive Board replaces the resolution of the Local Supervisory
Body. If there are still members of the Local Supervisory Body in office, the
Executive Board will only adopt such resolution after the members of the Local
Supervisory Body have been heard.
If the Local Supervisory Body, in the event that the Management Team Chairman
requires the approval of the Local Supervisory Body on the basis of these Local Bank
Rules or the Management Team Chairman Mandate, does not grant this approval and
the Management Team Chairman does not wish to amend his proposal and it is
moreover a matter that must be dealt with, the Management Team Chairman may
request the Executive Board to adopt a resolution regarding the approval. If the
Executive Board, after having heard the Management Team Chairman and the Local
Supervisory Body, resolves to approve, this resolution replaces the required approval
of the Local Supervisory Body.
If there is (temporarily) no Local Members' Council and it is therefore unable to adopt
a resolution regarding approval or advice on the basis of these Local Bank Rules or the
Management Team Chairman Mandate and an expeditious decision is required, the
Executive Board may adopt the resolution regarding approval or advice. The
Executive Board's resolution replaces the resolution of the Local Members' Council.
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Meetings.
Article 16.
16.1.
The Local Supervisory Body meets at least six times a year and, in addition, as often
16.2.
16.3.
16.4.
16.5.
as the chairman or at least two members of the Local Supervisory Body so request.
The Local Supervisory Body furthermore meets if the Management Team Chairman
so requests.
The Local Supervisory Body is convened by the chairman. There must be at least eight
days between the date of convening the meeting and the date of the meeting, unless
the members of the Local Supervisory Body agree on a different period. In urgent
cases, at the discretion of the chairman, this period may be reduced to three working
days.
If, after receiving a request as referred to in paragraph 1 of this Article, the chairman
has not sent a notice convening the meeting within three working days, the petitioners
themselves may proceed to convene the meeting.
The Local Supervisory Body may invite the Management Team Chairman to attend
the meetings of the Local Supervisory Body, either wholly or in part. In addition, the
Local Supervisory Body may invite third parties to attend the meeting of the Local
Supervisory Body, either wholly or in part.
The chairman presides over the meetings. In his absence the deputy chairman presides
over the meetings. In his absence the Local Supervisory Body itself provides for the
chairmanship.
Adopting Resolutions.
Article 17.
17.1.
Every member of the Local Supervisory Body has the right to cast one vote in the
meeting. A member of the Local Supervisory Body who has been suspended may not
cast his vote.
The Local Supervisory Body may only adopt resolutions if the majority of the
members of the Local Supervisory Body who are in office is present or represented at
the meeting.
17.2.
17.3.
17.4.
17.5.
A member of the Local Supervisory Body may be represented in the Local
Supervisory Body by another member of the Local Supervisory Body. Under no
circumstances may a member of the Local Supervisory Body cast votes for more than
one other member of the Local Supervisory Body.
The chairman determines the manner of voting.
All resolutions are adopted by the meeting by an absolute majority of the votes cast.
If the vote is tied the proposal is rejected.
Blank and invalid votes will be considered not to have been cast.
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17.6.
The Local Supervisory Body may also adopt resolutions without holding a meeting,
provided the resolution is adopted In Writing and more than half of the number of
members of the Local Supervisory Body who are in office vote in favour of the
proposal concerned. Such a resolution is registered in the minutes' register of the Local
Supervisory Body and its adoption is notified to all members of the Local Supervisory
Body and to the Management Team Chairman.
Minutes.
Article 18.
18.1.
Minutes of every meeting of the Local Supervisory Body are kept on the instructions
of the chairman. These minutes are confidential.
18.2.
The minutes are adopted by the chairman and the secretary of the meeting of the Local
Supervisory Body at the next meeting of the Local Supervisory Body and, in evidence
thereof, certified by the chairman and/or the secretary. They are then communicated to
the members of the Local Supervisory Body and the Management Team Chairman in a
manner to be determined by the chairman.
Chapter 3. Merging and demerging of Departments.
Merging of Departments.
Article 19.
19.1.
The Local Members’ Council may resolve to merge the Department with one or more
other Departments. The Local Members’ Council is only authorised to do so on the
proposal of the Management Team Chairman and subject to the approval of the Local
Supervisory Body and the Executive Board, and only after the Members have been
heard.
19.2.
A proposal from the Management Team Chairman to merge Departments will
comprise:
a.
the name and division of the (new) Department after the merger;
b.
the name of the Management Team Chairman of the (new) Local Bank after the
merger; and
c.
the composition of the Local Supervisory Body of the (new) Department after
19.3.
the merger.
The Local Members’ Council may only adopt the resolution referred to in paragraph 1
of this Article (i) by a majority of three-quarters of the votes validly cast in a meeting
of the Local Members’ Council at which at least two-thirds of the members of the
Local Members’ Council are present or represented and (ii) if the Local Bank linked
to the Department is merged accordingly.
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If fewer than two-thirds of the members of the Local Members’ Council are present or
represented at the meeting, a second meeting may be convened. This second meeting
will be held within one month after the first meeting. In this second meeting, the
19.4.
resolution to merge may be adopted by an absolute majority of the votes validly cast,
regardless of the number of members of the Local Members' Council who are present
or represented at the meeting.
If a Departments is merged, the period of office of members of the Local Members’
Council and the Local Supervisory Body will include the period of office at a
Department that has merged with another Department.
Demerging of a Department.
Article 20.
20.1.
The Local Members’ Council may resolve to demerge the Department into one or
more (new) Departments. The Local Members’ Council is only authorised to do so on
the proposal of the Management Team Chairman and with the approval of the Local
Supervisory Body and the Executive Board, and only after the Members have been
20.2.
20.3.
20.4.
heard.
A proposal from the Management Team Chairman to demerge the Department will
comprise:
a.
the names and division of the (new) Departments after the demerger;
b.
the names of the Management Team Chairmen of the (new) Local Banks after
the demerger; and
c.
the composition of the Local Supervisory Bodies of the (new) Departments
after the demerger.
The Local Members’ Council may only adopt the resolution referred to in paragraph 1
of this Article (i) by a majority of three-quarters of the votes validly cast in a meeting
of the Local Members’ Council at which at least two-thirds of the members of the
Local Members’ Council are present or represented and (ii) if the Local Bank linked
to the Department is demerged accordingly.
If fewer than two-thirds of the members of the Local Members’ Council are present or
represented at the meeting, a second meeting may be convened. This second meeting
will be held within one month after the first meeting. In this second meeting, the
resolution to demerge may be adopted by an absolute majority of the votes validly
cast, regardless of the number of members of the Local Members' Council who are
present or represented at the meeting.
If a Department is demerged, the period of office of members of the Local Members’
Council and the Local Supervisory Body will include the period of office at a
Department that has demerged.
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Chapter 4. Confidentiality.
Confidentiality.
Article 21.
21.1.
Except for the officers designated by the Executive Board, to whom relevant
information must be provided on their request, and except for all other bodies
designated by the Executive Board, no-one may provide information to third parties
about what he has learned in connection with his work or by virtue of his function at
the Department or Rabobank, barring provisions in laws or regulations to the contrary.
The persons involved must also observe this duty of confidentiality after their work at
a Department or Rabobank has come to an end.
21.2.
Violation of the duty of confidentiality may be cause to suspend or dismiss,
notwithstanding the liability of those involved to compensate the damage caused by
them.
Chapter 5. Transitional arrangements.
Transitional arrangement I.
Employees.
Article 22.
22.1.
If and for as long as Rabobank has one or more Members who are employed by the
Rabobank Group, Articles 5.4 and 13.2 will read as follows:
"5.4. Only Members who are allocated to the Department may be appointed as
members of the Local Members' Council.
Members of the Local Members' Council may not be:
a.
persons who are members of the Local Supervisory Body or the
Supervisory
Board; or
b.
persons who are employed by the Rabobank Group."
"13.2. Members of the Local Supervisory Body may only be natural persons who are
allocated as a member to the Department.
Members of the Local Supervisory Body may not be:
a.
persons who are members of the Local Members' Council or the
Supervisory Board;
b.
persons who carry out any profession, business or function in financial
services at a legal person other than Rabobank or who carry out a
profession, business or function that has been designated as incompatible
by the Executive Board; or
c.
persons who are employed by the Rabobank Group.
The Executive Board may grant an exemption to the applicability of the
provision under b. above."
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Transitional arrangement II. Composition of Local Members' Council and period in office
of members of Local Members' Council.
Article 23.
23.1. In departure from Article 5.1. a Local Members' Council may be made up of more than
50 members on the date on which these Local Bank Rules take effect, i.e. 1 January
2016. If the Local Members' Council is made up of more than 50 members:
a.
vacancies in the Local Members' Council that arise as a result of the retirement
of a member of the Local Members' Council, other than retirement due to
periodic resignation with reappointment being possible, will not be filled; and
b.
the Local Members' Council will at all times adjust its number downwards on
the proposal of the Management Team Chairman.
23.2. For a member of the Local Members' Council who assumes office on the date on which
these Local Bank Rules take effect, i.e. 1 January 2016 the period during which he was
a member of the members' council of a cooperative bank that was a Member of
Rabobank is included in the period in office as referred to in Articles 5.7. and 5.8.
23.3. This Article will expire as of 1 January 2024.
Transitional arrangement III.
Composition of Local Supervisory Body and period in office of members of Local
Supervisory Body.
Article 24.
24.1. In departure from Article 13.1. a Local Supervisory Body may be made up of more than
seven members on the date on which these Local Bank Rules take effect, i.e. 1 January
2016. If the Local Supervisory Body is made up of more than seven members:
a.
vacancies in the Local Supervisory Body that arise as a result of the retirement
of a member of the Local Supervisory Body, other than retirement due to
periodic resignation with reappointment being possible, will not be filled; and
b.
the Local Members' Council will at all times adjust its number downwards on
the proposal of the Local Supervisory Body.
24.2. In departure from the provisions in Articles 13.9 and 13.10, for a member of the Local
Supervisory Body who assumes office on the date on which these Local Bank Rules
take effect, i.e. 1 January 2016, his most recent term as a member of the supervisory
board of a cooperative bank that was a Member of Rabobank will be respected. He may
then be reappointed as a member of the Local Supervisory Body with due observance of
a maximum period in office of twelve years with the period during which he was a
member of a supervisory board of a cooperative bank that was a Member of Rabobank
being included when determining the maximum period in office.
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24.3.
In all other respects, Article 13.9 and the final sentence of Article 13.10 apply fully to
these members of the Local Supervisory Body.
This Article expires as of 1 January 2028.
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