The SB has three roles: the supervisory role, the advisory role and the employer’s role for the EB. The SB supervises the policy pursued by the EB and the general course of affairs at a.s.r. and its group entities. Specific powers are vested in the SB, including approving certain EB decisions.
In line with a.s.r.’s articles of association, the SB should consist of at least three members. According to the rotation schedule, the last term of office of Kick van der Pol expired at the close of the 2021 AGM. Kick van der Pol therefore duly resigned as a member and chair of the SB at the end of the 2021 AGM. Joop Wijn, who was appointed by the EGM in 2020 as new member of the SB, succeeded Kick van der Pol as chair of the SB at the close of the AGM in 2021.
The SB consists of five members: Joop Wijn (chair), Herman Hintzen, Sonja Barendregt, Gerard van Olphen and Gisella van Vollenhoven. The composition of the SB of ASR Levensverzekering N.V. and ASR Schadeverzekering N.V. is the same as that of ASR Nederland N.V.
Furthermore, in accordance with the rotation schedule the first term of office of Sonja Barendregt will expire at the close of the 2022 AGM. Sonja Barendregt was nominated by the SB for a reappointment for a further four-year term. The proposal to reappoint Sonja Barendregt will be submitted to the AGM in 2022.
The SB has drawn up a projected profile for its size and composition, taking into account the nature of a.s.r.’s business, its activities and the desired expertise and background of its members. The SB profile can be viewed on www.asrnl.com. One of the targets of a.s.r.'s DGI policy is to achieve a SB consisting of at least one-third female and at least one-third male members. In 2021, the composition of the SB met this gender ratio, with 40% female and 60% male members.
The composition of the SB is such that each member has the skills to assess the main aspects of overall policy and the SB as a whole matches the desired profile due to a combination of experience, expertise and independence of the individual members. The diversity of its members ensures the complementary profile of the SB. a.s.r. will continue to aim for an adequate and balanced composition of the SB in any future appointments by taking into account the DGI policy and all relevant selection criteria such as executive experience, experience in finance and experience in the political and social environment.
|Name||Years in Board||Date of initial appointment||Date of reappointment||End of current term of appointment1||End of the term of appointment at AGM2|
|Joop Wijn||1||28 October 2020||-||AGM 2024||2032|
|Herman Hintzen||6||1 January 2016||20 May 2020||AGM 2024||2028|
|Sonja Barendregt||4||31 May 2018||-||AGM 2022||2030|
|Gerard van Olphen||2||30 October 2019||-||AGM 2023||2031|
|Gisella van Vollenhoven||2||30 October 2019||-||AGM 2023||2031|
In line with the Dutch Corporate Governance Code, SB members are appointed by the AGM for a four-year term. They can be reappointed for a single additional four-year term and subsequently reappointed for a period of two years, which appointment may be extended by two years at most. Reappointments following an eight-year period must be justified in the SB report. SB members retire no later than by the AGM immediately following the end of their term of appointment. All the SB members passed the fit and proper test required under the Dutch Financial Supervision Act. In 2021, there were no reports of potential conflicts of interest relating to members of the SB. The SB was also able to carry out its tasks independently pursuant to principles 2.1.7 to 2.1.9 of the Dutch Corporate Governance Code, in accordance with article 39 (1) Directive 2014/56/EU. The maximum number of other mandates for a member of the SB is set at 5.
role and composition of the SB
effectiveness of processes (information-gathering and decision-making).
role as an employer
advisory role and strategy
The outcome of the assessment was discussed by the members of the SB and the company secretary, and at a later stage with the members of the EB. The SB has an open, constructive and professional relationship with the EB. Dilemmas, in general or in specific files, are openly discussed both during meetings and during informal (and one-on-one) contact. Due to the consequences of COVID-19, several face-to-face private sessions and informal meetings were sorely missed in the past year. The SB hopes that these meetings can be held again in the course of 2022. The transfer of the chairmanship of the SB from Kick van der Pol to Joop Wijn went well. The current composition of the SB is assessed as good and pluriform. The SB is at this moment of the opinion that it has all the necessary competencies on board. There is a good division of roles between the committees and the full SB. In addition, the SB is pleased with the change of the Selection and Appointment Committee into the Nomination & ESG Committee, whereby the composition has also changed. Within this committee it is possible to delve further into the trends and developments in the field of ESG. Last year there was much talk about the formation of the updated strategy and the new medium-term targets. The SB looks back on this process with satisfaction and there is confidence in the EB and management to achieve these targets. In the coming year, specific attention will be paid to talent development and broader succession plans. In addition, the evaluation process was recalibrated last year and will have to be put into practice next year.
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 FRPM. The new regulations will impact future external reporting on insurance contracts. The implementation of IFRS 17 on 1 January 2022 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 SB members attended (leadership) sessions on various topics in their capacity as supervisory members at other organisations.