Corporate Governance DLL Group

Code of Conduct
DLL is firmly committed to conducting business with integrity and in compliance with the letter and the spirit of the law and other generally accepted rules and standards of business conduct of the countries and communities in which we operate. The general standards are reflected in DLL’s Code of Conduct and related group policies.

Management Structure
De Lage Landen International B.V. is the holding company that operates as an international network of business units and country organizations. DLL is our trade name.
As a 100% subsidiary of Rabobank Nederland, DLL and its (intermediate) subsidiaries are part of the Rabobank Group. As such DLL is incorporated in the overall management structure of the Rabobank Group.

DLL is exempt from publishing its financial statements in accordance with article 403, section 9, Book 2 of the Dutch Civil Code. The annual figures of DLL are consolidated in the financial statements of Rabobank Nederland.

DLL is managed by an Executive Board. The roles and responsibilities of the Board and its members are laid down in an Executive Board Charter. The Executive Board has a joint responsibility for creating and maintaining a sound balance of the long term and short term interests of all stakeholders in the company including customers, shareholder, employees, regulators and the communities in which the company operates.

The Supervisory Board of DLL supervises the management by the Executive Board and the general conduct of business. The Supervisory Board also monitors compliance with the law, the articles of association of DLL and other relevant rules and regulations. Key decisions of the Executive Board are subject to the approval of the Supervisory Board. Such decisions would include decisions on the strategy, the annual plans and budgets.
DLL’s Supervisory Board consists of three members, two of whom are Rabobank Nederland representatives and one is an external member. The composition and the roles and responsibilities of the Supervisory Board reflect the fact that DLL is part of the Rabobank Group.

Risk Management
Risk management is performed on a number of levels in DLL. At the highest level, the Executive Board determines the risk strategy, risk appetite and risk policies under the supervision of the Supervisory Board. The Executive Board is advised by the Global Risk Committee and the Asset Liability Committee. The boundaries for the risk DLL is prepared to accept are defined in a Risk Appetite Statement that is subject to the approval of the Supervisory Board.

Product Approval
There is a product approval policy and a product approval process in place to set the standards for delivering high quality, transparent and relevant products to our customers. Existing products are periodically screened to test whether they still meet the needs of our customers.

Compliance
DLL has an independent compliance organization. The head of Corporate Compliance reports to the Chief Risk Officer of the Executive Board and has a direct line to the chairman of the Supervisory Board.

Audit
DLL has an Internal Audit department which holds an independent position in the organization. This department performs audits based on a risk assessment resulting in an annual audit plan. The head of the department reports to the chairman of the Executive Board and has a direct line to the chairman of the Supervisory Board.

Remuneration
DLL pursues a prudent and sustainable remuneration policy, which is in line with its core values, its strategy, the nature of its business and its international presence. The remuneration policy is based on the Rabobank Group Remuneration Policy and is subject to the approval of the Supervisory Board. A Monitoring Committee supports the Executive Board and the Supervisory Board.

Dutch Banking Code
DLL complies with the Dutch Banking Code, taking into account that DLL is a wholly owned subsidiary of Rabobank Nederland and has been incorporated into the Rabobank Group management structure.