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.

Composition of the Supervisory Board

In line with a.s.r.’s articles of association, the SB should consist of at least three members. The SB currently 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.

In accordance with the rotation schedule, the first term of office of Gerard van Olphen and Gisella van Vollenhoven will expire at the close of the 2023 AGM. Both Gerard van Olphen and Gisella van Vollenhoven were nominated by the SB for a reappointment for a further four-year term. The proposal to reappoint them will be submitted to the 2023 AGM.

Furthermore, on 17 January 2023, the EGM approved the proposed appointment of two new members to the SB, Daniëlle Jansen Heijtmajer and Lard Friese, conditional upon closing of the Aegon Transaction. With the appointment of these new members, the SB will consist of seven members as from closing of the Aegon Transaction.

Diverse representation

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 DEI policy is to achieve a SB consisting of at least one-third female and at least one-third male members. In 2022, 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 DEI policy and all relevant selection criteria such as executive experience, experience in finance and experience in the political and social environment.

• ¹ SB members are reappointed or must resign no later than the next AGM held after this date.
• ² Based on the possibility of an appointment for a maximum of 12 years (two times four years and two times two years in accordance with principle 2.2.2 of the Dutch Corporate Governance Code).

Independence and conflicts of interest

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. All the SB members passed the fit and proper test required under the Dutch Financial Supervision Act. In 2022, 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.

Permanent education and evaluation

The SB is responsible for assessing the quality of its own performance. It therefore performs an annual self-assessment and discussion of its own performance and that of its committees and members. A self-assessment with external supervision is carried out every three years. The self-assessment for 2022 was based on a questionnaire and a plenary SB evaluation session. The following aspects were assessed:

• 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 current composition of the SB is assessed as good and diversified; dynamics within the SB are transparent and positive. 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. In 2022 the Aegon Transaction demanded significant extra flexibility and commitment from the SB. The SB was an important sparring partner and advisor for the EB during this process, which strengthened the relationship between the members. The evaluation of the remuneration policy was another extra focus area in 2022.

The Aegon Transaction will bring new challenges for a.s.r., including in terms of governance. The SB looks forward to the appointment of Daniëlle Jansen Heijtmajer and Lard Friese (conditional upon closing of the Aegon Transaction), whose specific knowledge and expertise will be valuable in achieving a successful integration. Attention will be given to smoothly onboarding the new members and to maintaining the currently existing open and constructive dynamics within the SB.

The SB is also satisfied with the division of roles between and within the SB committees. The SB looks forward to welcoming Daniëlle Jansen Heijtmajer to the Nomination and ESG Committee and Lard Friese to the Audit & Risk Committee after closing of the Aegon Transaction.

In 2022, specific sessions were also organised jointly with the EB 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 SB members attended (leadership) sessions on various topics in their capacity as supervisory members at other organisations.