The SB convened eight routine meetings and five extra meetings, of which one was an offsite meeting with the Executive Board (EB). The SB members were available for consultation in between scheduled meetings. Several ad-hoc meetings were held in 2021 to discuss issues relating to specific topics such as the (potential) impact of COVID-19 on the financial performance and business operations of a.s.r., M&A and the selection and appointment of a new EB member. Regular work meetings were also held in the absence of the EB. During these meetings, matters such as the self-evaluation of the SB and the evaluation of the EB members were discussed.

The SB has a good working relationship with the EB. The chair of the SB is in regular contact with the CEO, and several members of the SB are periodically approached outside meetings to give advice on various files. The SB as a whole also receives bi-monthly updates, outside meetings, from the EB on various developments within the company, such as business development, (potential) M&A transactions and news relating to COVID-19. For information about the attendance at the board meetings see chapter 5.1.3.

Highlights

Following the resignation of Kick van der Pol at the end of the AGM in 2021, Joop Wijn succeeded him as chair of the SB. The SB wishes to express its appreciation to Kick van der Pol for his key role in a.s.r.’s transition from a state-owned organisation to a listed company with an excellent reputation. a.s.r. now has a strong financial position and has become a solid socially committed and sustainable company. The SB is looking forward to further collaboration within the Board led by Joop Wijn as chair.

On 12 October 2021, a.s.r. confirmed the resignation of Annemiek van Melick as member of the EB and CFO with immediate effect. The search for a suitable successor began immediately following the announcement. On 14 October 2021, the SB announced its proposal to appoint Ewout Hollegien as the intended successor of Annemiek van Melick. The proposed appointment was discussed at the EGM on 30 November 2021. Following the close of the EGM, the SB appointed Ewout Hollegien for a period which will end at the close of the 2025 AGM. The SB wishes to express its appreciation to Annemiek van Melick for her role in further expanding a.s.r.'s financially strong and sustainable position. The SB is confident that the new composition of the EB will make an important contribution to the further development of a.s.r.

In the first half of 2021, the current strategy, which is based on in-depth analyses of the various business lines, was reviewed. The conclusion, which is also supported by the SB, is that the existing strategy will be continued, with a few modifications in several business areas. In the second half of 2021, the results of this review found their way into the target-setting process of the new medium-term targets for 2022 up to and including 2024. The new framework for the Key Performance Indicators (KPIs) was viewed from a multi-stakeholder perspective, the existing framework and a.s.r.’s strategy. The new KPIs and the actual targets were extensively discussed with, and approved by, the SB. On 7 December 2021, the EB provided an update to the investment community on a.s.r.’s strategy and the financial and non-financial medium-term targets up to and including 2024. a.s.r. will build on the successful strategy of the previous years with new ambitious financial and non-financial targets. A key element in the strategy and the new targets is sustainable value creation for all stakeholders. The SB is confident that the existing strategy of a.s.r. is the right approach for the long-term success of a.s.r. and will strengthen its market position and provide a sound basis for the future. The SB is very satisfied with the sustainable value creation a.s.r. has achieved in recent years. Thanks to a disciplined execution of the strategy, the SB expects that the EB will be able to achieve and possibly exceed the medium-term targets and continue to be one of the most sustainable insurers in Europe.

The effects of COVID-19 on society continued to be visible in 2021. Although there is still uncertainty about the further course of COVID-19 and its possible long-term impact on the economy and society, a.s.r. remains positive concerning the outlook. Due to the diversification of its activities, a.s.r. has no negative impact of COVID-19 on the operational result in 2021 and has been able to successfully continue the implementation of its strategy. All segments contributed to the substantial increase in the operating result in 2021. The result on investments improved and, due to government measures, a.s.r. has not yet seen a significant increase in bankruptcies amongst customers or in the investment portfolio. The SB is very gratified that a.s.r. has been able to assist customers well throughout these difficult times. The SB is also satisfied that the solvency of a.s.r. has remained strong despite the challenges arising from COVID-19 and the challenging economic circumstances.

Strategy based on long-term value creation

Each year, the EB presents various matters to the SB for approval, such as the (quarterly) figures, the multi-year budget, the investment plan and the risk appetite. These matters were all discussed and approved by the SB in 2021.

Throughout the year, the EB discussed a.s.r.’s strategy in detail with the SB and obtained the support of the SB for its sustainable value creation model for all stakeholders and the new ambitious targets for 2022-2024. For a.s.r. as an all-round insurer, this involves the portfolio strategy (as described in chapter 2.3) and the strategy for targeted acquisitions. In implementing the strategy, a.s.r. adheres closely to a strict financial discipline in which value over volume is a key principle. A focus on cost and upholding financial solidity is essential for a continuation of the strong performance of a.s.r. Maintaining a strong balance sheet with financial flexibility offers scope for profitable growth. a.s.r. will continue to invest capital responsibly. Building on the successful acquisitions of recent years, a.s.r. will continue to actively pursue opportunities for acquisitions, particularly of small and medium-sized insurers, as well as the consolidation of life insurance portfolios. Sustainable value creation is an important part of a.s.r.'s strategy and as such an integrated part of the business processes. In the EB, the CEO is ultimately responsible for the theme of sustainable value creation. Targets, plans, progress and results are regularly discussed in the EB and reported to the SB. Within the SB, sustainable value creation is integrated into the total agenda. During the permanent education sessions of both the EB and the SB, attention is paid to current developments. This also includes the implementation of new and future legislation and regulations.

The SB concludes that a.s.r. has largely achieved the targets set for the period 2019-2021 and that the new challenging targets strike a good balance between sustainable value creation and profitable growth. In 2021, a.s.r. remained on track to achieve its strategic priorities. Growth was achieved in line with the strategy. Costs were also generally further reduced; customer service was improved and brand awareness of a.s.r. grew. a.s.r. is also increasingly appreciated for the role it plays in society. In 2021, SB discussions covered the following topics:

• Review of the overall strategy, including a.s.r.’s long-term value creation and growth in various business areas such as P&C, Disability, Pensions DC, Asset Management, Distribution and Services and also key topics such as sustainability, vitality and digitalisation for customer services.

• The M&A landscape in the insurance sector.

• Corporate governance and composition of the SB and EB.

• EB and senior management succession planning.

• EB and SB remuneration.

• HR & culture; reports on employee surveys, sustainable employability, DGI, and compliance with the a.s.r. code of conduct.

• Cyber security, innovation and technology developments.

• NPS-c reports and developments in the field of customer service, including the focus on reducing the number of customer complaints in 2021.

• Financial and Enterprise Risk Management, including cyber security, EIOPA rules, the RAS and the ORSA.

• Annual and quarterly results, dividends and SBB programme, capital generation and the Solvency II capital position.

• Investor relations.

• Multi-year budget including the medium-term financial and non-financial targets 2022-2024 framework, capital & dividend policy, interest risk policy and funding plan.

• Legal, regulatory and compliance issues, including the relationship with the Dutch regulators.

• Tax policy and developments.

M&A

In 2020, a.s.r. announced the acquisition of the remaining 50% interest in Brand New Day Premiepensioeninstelling N.V. (Brand New Day IORP). a.s.r. already had a 50% interest in Brand New Day IORP and became full owner through the completion of the acquisition in 2021. This transaction is in line with a.s.r.’s strategy and its intention to use capital for sustainable value creation. It gives a.s.r. the opportunity to strengthen its expertise and expand the pension offering in the SME market. This step increases a.s.r.'s market share to approximately 15% in the Dutch market for defined contribution plans and offers an attractive proposition for advisors, employers and employees. The customers of Brand New Day IORP, both employers and all pension plan participants, can be confident that a.s.r.'s services and solid operational management will continue unabated.

During the annual strategy day with the SB and the EB, the current M&A insurance landscape in the Netherlands was discussed. Building on the successful acquisitions of recent years, the SB is confident that a.s.r. will continue to play an active role in the consolidation of the Dutch insurance sector and is committed to looking for suitable acquisition opportunities.

Financial performance

The SB discusses the financial performance each quarter, covering standing issues such as developments in the GWP, COR, Operating Result, long-term cost development, OCC and Solvency II ratio. The SB is satisfied with a.s.r.’s financial performance in 2021, especially given that many employees were working from home, occasionally under difficult circumstances. Due to the diversification of the various activities, the net impact of COVID-19 on the operational result was favourable and the implementation of the strategy continued successfully in 2021. In addition, the service has remained at a high level and customer satisfaction has even increased. The operating result increased by 15.4% to € 1,021 million (2020: € 885 million). The Solvency II ratio (standard formula) as at 31 December 2021 was 196% (2020: 199%), after deduction of the dividend. a.s.r. is well capitalised and is in a good starting position to get through the period of low interest rates. The quality of the capital is high. Of course, scenarios have been calculated on a long-term low interest rate environment and various management actions have been identified and discussed in detail.

As from 1 January 2020 KPMG is the independent auditor of a.s.r. As part of their audit process, KPMG issued a management letter in December 2021 and a 2021 Audit report in March 2022 to the EB and SB. In the reports, KPMG recognises the following:

Whilst there is still uncertainty about how COVID-19 will continue and what its final consequences are, both financially and operationally, KPMG reports that the financial position under Solvency II and the operational IFRS results have proven to be robust. An important aspect for internal control is working remotely (from home). a.s.r. is aware of this and has taken appropriate measures, realising that this will require lasting attention.

KPMG has reported that there are improvements in the internal control within a.s.r. Important realised steps include the refinement and expansion of policies and procedures, self-assessments which been performed by the various business lines, the introduction of the IT competence centre and security operations centre related to cyber security and compliance and customer due diligence (CDD). KPMG recognises that further improvement can be made relating to the degree of automation and that a.s.r. has taken the necessary step.

There are many drivers that will challenge the internal control framework such as the new legislation amongst others, IFRS 17 / 9, SFDR / CSRD (sustainability reporting), sanction legislation, CDD and privacy. All these regulatory and reporting activities require a lot of capacity from a limited group of employees with a substantive expertise.

The focus on corporate social responsibility (CSR) and non-financial reporting has further increased in the past year, a.s.r. wants to remain a leader in non-financial reporting. KPMG recognises the high quality of non-financial information and that a.s.r. is ahead of its peers in certain aspects. As a result of the work performed by KPMG they have a number of observations to further strengthen the reporting, these observations are discussed and are currently investigated.

KPMG also notices that the swift appointment of the new CFO contributed to maintaining the quality of the finance process. Furthermore, that the integration of BND IORP has started and that the AXON conversion in the P&C business was finalised in 2021.

The three key findings with a high priority or impact can be summarised as follows:

• Several improvements have been initiated to ensure the reliability of models. KPMG recommends that the progress of model validations should be kept as a longstanding priority also because the improvements are under pressure due to increasing demands and scarce resource capacity.

• Successfully integrating acquired entities and portfolios is important to realise its value and to harmonise control for a.s.r.

• The IFRS 17 / 9 project is challenging and requires increased attention from all business lines involved, including the planning and resource capacity needed. Attention is required for the next maturity phase in which the focus is not only on production, but also documentation of (process) risk analysis and demonstrating control, including process descriptions necessary to be audit ready for 2022.

In addition to these topics, KPMG has also provided suggestions with a more medium to low priority. KPMG asks for continued vigilance to ensure these items receive continuous focus so that a.s.r. is sufficiently prepared for the future.

a.s.r. welcomes all suggestions and is committed to follow-up on these suggestions. The SB was pleased with these recommendations and thanks KPMG for the audit work performed during the term of the engagement. The SB recognises that there were improvements made in the audit process compared to the 2020 first year audit. The SB will monitor the successful follow-up of the recommendations.

Risk management and solvency

At the end of the year, the SB approved the risk appetite for both a.s.r. and its supervised entities. a.s.r.’s risk appetite is based mainly on the Solvency II regime and a prudent approach to risk management translated into standards for solvency, liquidity, efficient processes and achievable returns. The SB was satisfied with the execution of the risk management framework. The level of solvency remains acceptable and adequate thanks to the organisation’s prompt and adequate response to external developments based on the chosen risk appetite and associated risk-mitigating measures. The risk appetite is an important criterion for the SB in making tactical and strategic decisions. The SB appreciates the prudent approach taken to comply with Solvency II and other regulations and regularly engages in dialogue with the EB concerning its views on the targets and intervention level relating to Solvency II ratios.

Culture and customer interest

Every six months, the SB considers the theme of customer interest based on reports, including the NPS-c report and the complaints report. These reports provide insight into levels of customer satisfaction. In 2021, the NPS-c remained stable, despite all employees working from home, at 49 and was better than the target of > 44. The SB was satisfied that a.s.r. goes to great lengths to deliver a good NPS-c performance.

Throughout the year, the SB regularly discussed the organisation and culture of a.s.r. with the EB, this year notably on how to stay connected and vital while working from home. At the beginning of 2021, the trade unions and a.s.r. also concluded a new collective labour agreement (CLA) for a term of two years with effect from 1 January 2021, which includes a structural wage rise of 2.25% as of 1 March 2021 and 1 March 2022. The new CLA pays particular attention to the (post) COVID-19 situation, sustainable employability, job satisfaction and vitality. The SB congratulates the EB on the progress that has been made in this area and on the (re)introduction of a home-working allowance and the possibilities for partially paid sabbatical leave and early retirement.

Contacts with the Works Council

All SB members attended one or more routine consultative meetings of the Works Council. In addition to these routine meetings, the Works Council maintains regular contacts with the Works Council-appointed SB member, Gisella van Vollenhoven. The SB also greatly appreciates its bilateral dialogues with the Works Council, which on several occasions took place also with one or more members of the EB.

The SB is highly appreciative of the approach taken by the Works Council in respect of developments impacting a.s.r., such as the selection and appointment of the new members of the EB and SB. Taking into account the interests of both a.s.r. as a whole and its employees, the Works Council makes thorough preparations when addressing the wide range of issues it is presented with, discusses them in a constructive dialogue with the EB, and issues balanced, well-considered opinions and recommendations.

After the Works Council elections the new Works Council started at 1 January 2021. Three members were re-elected and the new composition was balanced in terms of age, gender, social, cultural and ethnic backgrounds, competence, views and working styles. During the year there were a few changes in the composition of the Works Council. The SB wishes to express its gratitude for the cooperation with the members of the Works Council.

Contacts with external regulators and auditors

The SB periodically consulted with DNB and AFM in 2021. The independent external auditor, KPMG, attended the SB meetings at which the annual and interim financial results were discussed. During these meetings, the auditor elaborated on the audit reports and answered specific questions.