The SB convened eight routine meetings, of which one was an offsite meeting with the Executive Board (EB). In addition, the SB convened twenty-five extra meetings relating to the Aegon Transaction, and two delegated SB members held several informal meetings with the EB and the deal team during the negotiations of the Aegon Transaction. 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 and (potential) M&A transactions. For information about the attendance at the board meetings see chapter 5.1.3.
The year 2022 began with the new composition of the EB due to the appointment of Ewout Hollegien as CFO from 1 December 2021. Partially as a result of this appointment, various senior managers rotated to new management positions. The SB is satisfied with the current EB composition and the senior management rotation, which increases work variety and reduces key person risk.
Important topics in 2022 included geopolitical developments, inflation and remaining effects of COVID-19. In the course of 2022, COVID-19 restrictions were gradually lifted, as a result of which a.s.r. offices were able to reopen in February and the advice to work from home ended in May. The intended working ratio of 40% at the office and 60% at home rose steadily throughhout 2022, from 14% in the office in the first quarter to 32% in the fourth quarter. The SB was pleased to note this, as regular contact between employees is important for maintaining the a.s.r. culture.
The desire to play an active role in the consolidation of the Dutch insurance sector, expressed during the annual strategy day of the SB and EB in 2021, culminated in the Aegon Transaction announced on 27 October 2022. The SB wishes to express its appreciation for the way in which the EB and all the employees involved have shown great commitment and discipline in effecting this transaction. The integration of a.s.r. and Aegon Nederland N.V. is expected to be largely completed within three years from closing of the transaction. Although the EB and SB remain interested in other suitable acquisition opportunities, the main focus in the coming years will be on successfully completing this integration process.
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 2022. Throughout the year, the EB discussed the progress of a.s.r.’s strategy in detail with the SB and the realisation of sustainable value creation against and the ambitious group and business targets for 2022-2024. For a.s.r. as a multi-line 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. As a result of the Aegon Transaction, a.s.r. will focus on the succesful integration of the two companies.
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 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 overall 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.
In 2022, a.s.r. remained on track to achieve its strategic priorities. Profitable growth was achieved in line with the strategy. Operating expenses rose in line with the growth of the company; customer service was enhanced and brand awareness was stable at a high level. a.s.r. is also widely recognised for the role it plays in society. In 2022, SB discussions covered the following topics:
Review of the overall strategy, including a.s.r.’s longterm value creation and growth in various business areas such as P&C, Disability, Mortgages, Asset Management, Real estate, Pensions DC, and also key topics such as brand and reputation, sustainability and vitality.
Digitalisation for customer service.
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, including the evaluation of the remuneration policy.
HR & culture; reports on employee surveys, sustainable employability, Diversity, Equity and Inclusion (DEI), and compliance with the a.s.r. code of conduct.
Cyber security, innovation and technology developments.
NPS-c and NPS-r reports and developments in the field of customer service, including the focus on reducing the number of customer complaints in 2022.
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 and access to the capital markets.
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.
On 27 October 2022, a.s.r. announced its conditional agreement with Aegon N.V. to combine Aegon Nederland N.V. with a.s.r. This transaction (the "Aegon Transaction") was approved by the EGM on 17 January 2023. For a detailed description of the Aegon Transaction, please refer to chapter At a glance. Upon the successful closing of the Aegon Transaction, the SB will be expanded with Daniëlle Jansen Heijtmajer and Lard Friese. The duration of their appointment to the SB is linked to Aegon’s shareholding in a.s.r. The SB is very pleased with this value enhancing transaction and with the knowledge and experience that the two new members will bring to the SB. The composition of the EB will remain unchanged post-transaction, with existing responsibilities maintained. As part of the transaction, Jos Baeten’s term will be extended until the AGM of 2026 to oversee the integration.
The main focus of M&A in 2022 was on the Aegon Transaction. On 1 November 2022, a,s,r, acquired Windpark Strekdammen B.V. Also, a number of smaller acquisitions were done in the Distribution and Services segment. Although the EB and SB remain interested in other suitable acquisition opportunities, the main focus in the coming years will be on successfully integrating a.s.r. and Aegon Nederland.
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 2022. The financial results are strong across the board and the capital position has remained notably robust in volatile markets. Despite the impact of storm claims and an ongoing normalisation of claims following the termination of COVID-19 restrictions, the operating result and the Solvency II ratio increased. The quality of the capital is high. The impact of various scenarios were calculated and discussed, including developments such as higher inflation, and management actions were 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 2022 and a 2022 Audit report in March 2023 to the EB and SB. In the reports, KPMG notes the following:
Demands on the internal control framework are changing and increasing, driven amongst others by geopolitical and economic developments, cost savings, the Aegon Transaction (including the implementation of a partial internal model), continuous high demands from society and pressure from external stakeholders (including regulators), further development of internal controls, developments in IT and the new pension landscape.
a.s.r. has already taken several measures to address this increasing pressure on the organisation and existing capacity. Changes are underway in the financial internal control-organisation, driven by IFRS17/9. Good progress has been made in relation to CDD and Sanction law requirements, amongst others by the introduction of a centralized CDD center. An organisational change will be implemented in the CFO domain in the beginning of 2023, which should improve the design of responsibilities and uniformity in the execution of work.
In its audit approach, KPMG also addressed soft controls. KPMG noted that clarity, commitment, transparency and accountability are factors within a.s.r. that contribute to successful implementation of the project. Soft controls that require attention are feasibility, exemplary behaviour, discussability and enforcement.
KPMG reports that it can largely rely on a.s.r.'s risk and internal control system and that this system meets the requirements in terms of design, existence and operation. At the same time, improvements can still be realized. The three key findings with a high priority or impact can be summarised as following:
Attention is required in relation to the implementation of governance of the IFRS 17/9 project to ensure a smooth transfer to the business lines, as well as in relation to the internal control framework.
Ongoing attention is required for the increasing and rapidly changing requirements in relation to non-financial information.
Improvements have been made to ensure the reliability of models; continuing priority must be given to the validation process.
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.
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.
Every six months, the SB devotes attention to the development in customer satisfaction, based amongst others on the NPS-c report, the NPS-r report and the customer complaints report. The SB was satisfied that a.s.r. goes to great lengths to deliver a good NPS-c and good NPS-r performance.
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 especially appreciative of the approach taken by the Works Council in respect of developments impacting a.s.r., in particular the Aegon Transaction. 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. The SB wishes to express its gratitude for the continued cooperation with the members of the Works Council.
The SB periodically consulted with DNB and AFM in 2022. 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.