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 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.

Composition of the Executive Board

The articles of association specify that the EB must consist of a minimum of two members, including at least a CEO and a 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. During 2022, the composition of the EB remained unchanged, consisting of the following three members: the CEO, Jos Baeten, the CFO, Ewout Hollegien and the COO/CTO, Ingrid de Swart.

• ¹ Jos Baeten will be reappointed until AGM 2026, conditional upon closing of the Aegon Transaction.

Business Executive Committee

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.

Sustainability governance and culture

Governance

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.

In September 2022, the Sustainability Committee was created, a new advisory body for dealing with a.s.r. wide sustainability issues and dilemmas. The committee is embedded in a.s.r.'s risk governance, making the chain of decision-making regarding these sustainability issues more transparent for the EB and SB.

Diversity, equity and inclusion

a.s.r. aims for a diverse representation and an inclusive culture, where differences are recognised, valued and contributed. a.s.r.’s Diversity, equity and inclusion (DEI) policy is published on www.asrnl.com. The EB believes that diverse representation, equity 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. For further information on the DEI policy and a.s.r.’s targets in this area, please refer to chapter 3.3.

At the end of 2022, 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 at least one-third male board members. a.s.r. aims for an adequate and balanced composition of the EB in its future appointments by taking into account its DEI policy and all relevant selection criteria such as executive experience, experience in finance and experience in the political and social environment. Also, the Dutch Social and Economic Council's (Sociaal Economische Raad; SER) Act on in-growth quota and targets 2022/2023 came into force on 1 January 2022, requiring a.s.r. to set ambitious and appropriate goals to promote more balanced gender ratios in the EB, SB and senior management to report on this annually to the SER and in its management report, from 2023 onwards. An action plan has been set up to ensure a.s.r. will meet these requirements adequately and timely.

Code of Conduct

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.

Permanent education and evaluation

The 2022 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 EB looks back positively on an exciting and intense year with many internal and external developments. These included remaining COVID-19 restrictions, geopolitical tensions and resulting economic uncertainty at the beginning of the year, the Aegon Transaction in the second half of the year, and CLA negotiations at the end of the year. Cooperation within the EB, in the first full year of its current composition, was evaluated as positive, constructive and open. Issues and dilemmas were discussed freely, focusing on content without impacting personal relationships. Within the organisation the EB is seen as a natural, cohesive, and confident team, with complementary skillsets that ensure stakeholder interests are addressed in a balanced way. Communication with the SB is assessed as transparent and positive, whereby the intensified collaboration during the Aegon Transaction process further strengthened the relationship between the EB and the SB. The EB looks forward to maintaining these constructive dynamics with the new composition of the SB after closing of the Aegon Transaction.

Focus areas for 2023 include the closing of the Aegon Transaction and the subsequent integration process, as well as realisation of the ambitious medium term targets. Sustainability and long-term value creation are increasingly and naturally integrated into the business, but in the coming years further developments in these areas will also remain important focus points for the new combination.

The performance of the EB was also assessed by the SB as part of the scope of the annual assessment process, see chapter 5.2. 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 2022, specific sessions were also organised jointly with the SB for the benefit of further education. The first session, led by Asset Management, provided an overview and update on the interest rate and inflation sensitivity of the a.s.r. balance sheet, as well as recent inflation developments and drivers of inflation in the short and long term. The second session focused on the implementation of a partial internal model for the envisaged business combination of a.s.r. and Aegon Nederland N.V. During this session, led by Group Balance Sheet Management and Group Risk Management, the SB and EB were given an overview of internal models in the Dutch insurance sector as a whole, the internal model used at Aegon Nederland N.V., the advantages of implementing an internal model for the new business combination and the steps required to do so. The session was the first in a series, to be continued in 2023.

The individual EB members attended (leadership) sessions on various topics in their capacity as board members and supervisory directors at other organisations.

Remuneration

Information on the remuneration policy for EB members and their individual remunerations can be found in chapter 5.3.