The EB is collectively responsible for the day-to-day conduct of business at a.s.r. and for its strategy, structure and performance. In carrying out its duties, the EB is guided by a.s.r.’s interests, which include the interests of the businesses connected with it, which in turn include the interests of customers, employees, investors and society. The EB is accountable to the SB and the AGM regarding to the performance of its duties.
Certain resolutions made by the EB require the approval of the SB and / or the AGM. These resolutions are outlined in the a.s.r. articles of association and the Rules of Procedure of the EB. Both can be viewed at www.asrnl.com.
The articles of association specify that the EB must consist of a minimum of two members, including at least a CEO and CFO. Only candidates found to meet the fit and proper test under the Dutch Financial Supervision Act are eligible for appointment. In accordance with Article 17.1 of the articles of association of ASR Nederland N.V., the SB appoints the members of the EB and may suspend or dismiss any EB member at any time. The SB also notifies the AGM of proposed (re)appointments. On 12 October 2021, a.s.r. confirmed the resignation with immediate effect of Annemiek van Melick as EB member and CFO of a.s.r. On 14 October 2021, a.s.r. announced the nomination of Ewout Hollegien as candidate for CFO and EB member. Ewout Hollegien was appointed by the SB with effect on 1 December 2021. After the EGM, the EB consisted of the following three members: the CEO, Jos Baeten, the CFO, Ewout Hollegien and the COO / CTO, Ingrid de Swart.
|Name||Years in Board||Date of initial appointment||Date of reappointment||Appointed until|
|Jos Baeten||12||26 January 2009||AGM 2020||AGM 2024|
|Ewout Hollegien||-||1 December 2021||-||AGM 2025|
|Ingrid de Swart||2||1 December 2019||-||AGM 2023|
The BEC supports the EB, and shares responsibility for the implementation and realisation of the business strategy. A further purpose of the BEC is to strengthen a.s.r.’s innovation power and improve customer focus. The BEC consists of the members of the EB, the Chief Risk Officer (CRO) and senior managers representing specific business areas and staff departments. Only the members of the EB have voting rights in BEC meetings.
The BEC ensures the direct involvement, knowledge and skills of a.s.r.’s senior management responsible for specific business areas in the decision-making process at board level. With part of the industry in motion, it is vital that a.s.r. is able to respond quickly to opportunities that arise and efficiently anticipate constantly changing customer needs.
a.s.r. aims to embed sustainability in all its core processes and activities. In order to continue to drive and monitor sustainability in all its aspects within a.s.r., sustainability has been earmarked as a strategic topic. Within the EB, the CEO is ultimately responsible for a.s.r.’s sustainability themes. The Sustainability Workforce supports the CEO in his responsibility for the development and implementation of a.s.r.’s sustainability strategy and policy. This workforce includes delegates from the business as well as staff departments. It reports quarterly on a set of sustainability KPIs and targets to the BEC, which evaluates the results achieved and takes action where necessary.
The BEC also sets strategic sustainability targets as part of the total set of financial and non-financial KPIs. Each year, the SB, with advice from the Nomination & ESG Committee, discusses and approves the strategic targets and progress made in these specific areas. a.s.r.'s sustainability team coordinates the implementation together with the workforce. All members of the workforce subsequently promote this strategy, policy and targets within their own focus areas.
a.s.r. aims towards diverse representation and an inclusive culture, where differences are recognised, valued and contributed. In early 2021, a.s.r.’s Diversity, equality and inclusion (DGI) policy was revised and published on www.asrnl.com. At a.s.r., diversity means attention, respect and space for all aspects in which people differ from one another. These aspects, such as age, sexual orientation, gender identity and expression, cultural, social and ethnic backgrounds, competences, work styles, educational levels and diversity of thought are what make people authentic and unique. In an inclusive culture, people experience the freedom and security to be their authentic and unique selves. Employees who don’t see their identities reflected in their workplace feel a lesser sense of belonging, and this can lead to higher employee churn and lower productivity. Creating a corporate culture where employees feel safe bringing their best selves to work requires the fostering of a strong sense of belonging for all employees. Equality at a.s.r. means that everyone can participate fully by creating equitable opportunities that address the different barriers people have faced. With a focus on these areas, the result will be a wide range of perspectives that make those involved feel empowered to contribute. In this way, a.s.r. also acknowledges demographic developments in society. a.s.r. believes that diverse representation, equality and belonging reinforce the success and relevance of a.s.r. as a socially desirable insurer and are necessary to create business models and develop (new) products that serve the whole of society. The DGI policy describes a.s.r.’s targets in this area. See for the targets about both diversity and inclusion chapter 3.3.
In 2021, a.s.r. adjusted its recruitment process and developed a range of initiatives aimed at encouraging inclusive dialogue, more transparency in the recruitment process and awareness of diversity, equality and inclusion in the workplace. At the moment, it is not legally possible for employers to ask for and register other specific aspects of (potential) employees. In 2021, the Cultural Diversity Barometer of Statistics Netherlands was conducted within a.s.r. The Cultural Diversity Barometer provides a.s.r. with insight into the cultural diversity of its workforce by analysing an anonymised version of the workforce. The results will be included in the evaluation of the DGI policy in 2022 and may be used to set additional targets in this area. a.s.r. closely follows developments in this area and is affiliated with Diversity in Business, an initiative of the Social Economic Council, among others. By doing so, a.s.r. encourages and commits to diversity and inclusion in the workplace.
At the end of 2021, the EB consisted of one female and two male board members; the current composition of the EB therefore meets the gender target of having at least one-third female and one-third male board members. a.s.r. will aim for an adequate and balanced composition of the EB in its future appointments by taking into account its DGI Policy and all relevant selection criteria such as executive experience, experience in finance and experience in the political and social environment.
The Code of Conduct is the guideline for behaving with due care and integrity. When starting work at a.s.r., all employees receive the Code of Conduct, which is part of the employment agreement. All a.s.r. employees (both internal and external) take an oath or make a solemn affirmation within three months of commencing employment. During a specially organised ceremony, employees promise or declare to comply with the Code of Conduct. In this way, a.s.r. contributes to the trust that society has in financial institutions and in a.s.r. as an insurer.
The Code of Conduct contributes to optimum customer service and prescribes certain standards of behaviour in the working environment. This is then linked up with and referred to in various ways. Several workshops are organised throughout the year to discuss specific dilemmas in the workplace, moderated by a.s.r.’s internal ethicist. These workshops are open to all employees. In addition, the internal awareness programme, Gamification, ensures that the Code of Conduct and specific topics such as incentives, conflicts of interest and outside business activities receive attention throughout the year.
The 2021 self-evaluation session of the EB was conducted on the basis of a questionnaire and discussed with the members of the EB and the company secretary. The overall impression was positive.
The EB looks back positively on the process of the strategy review last year and the new medium-term targets that were announced during the Investor Update (IU) on 7 December 2021. One of the main topics of the evaluation over 2021 was the transition to the new composition of the EB per December 2021. The EB acted professionally on the (unexpected) departure of Annemiek van Melick. The succession could be arranged quickly, partly because of the succession plan. Since the announcement of Ewout Hollegien as intended CFO, the EB as a team energetically started preparing the already planned IU. The EB looks back positively on this IU and its preparation contributed to a successful team formation. The collaboration within the new team is positive and transparent, there is no hesitation in sharing dilemmas or divergent views. In the past year, a.s.r. of course also had to handle the consequences of COVID-19 on the organisation and the business activities. The EB hopes that the measures that impact both the employees as well as the customers of a.s.r. will be phased out quickly in 2022. Strategic themes that played a role in the past year will continue to do so in the upcoming year: e.g. shrinkage of the life book, low interest rates and inflation. Other emphasis will be added, including a more customer-oriented organisation and ongoing digitalisation.
The performance of the EB was also assessed by the SB as part of the scope of the annual assessment process, see chapter 5.3. In this context, interviews are held twice a year with the individual EB members (by two SB members on each occasion) in which the results of the aforementioned self-evaluation are included.
In 2021, specific sessions were also organised jointly with the SB for the benefit of further education. The first session was a follow-up on the explanation of IFRS 17, the new accounting standard for insurance contracts, led by Finance, Risk & Performance Management (FRPM). The new regulations will impact future external reporting on insurance contracts. The implementation of IFRS 17 is a major project within a.s.r. The second session focused on the Distribution and Services segment of a.s.r. This knowledge session was led by VKG and Dutch ID, two of a.s.r.'s distribution businesses and took place in the second half of the year. During this session, the SB and EB were given an update on the developments, strategic vision and achievements in the distribution landscape.
The individual EB members attended (leadership) sessions on various topics in their capacity as board members and supervisory directors at other organisations.
Information on the remuneration policy for EB members and their individual remunerations can be found in chapter 5.3.