The SB has three committees that discuss specific issues and prepare items on which the full SB takes decisions. The chair of each committee reports on the main points of discussion and the resulting recommendations are discussed at the subsequent SB meeting. The minutes of the committee meetings are available to the members of the SB. The three committees are:
the Audit & Risk Committee (A&RC);
the Remuneration Committee (RC);
the Nomination & ESG Committee (N&ESGC).
The committee advises the SB and prepares decision making on matters such as supervision of the integrity and quality of financial reporting and effectiveness of internal risk management and control systems. This explicitly also includes the application of information and communication technology, including cyber security risks.
The composition of the committee is such as to represent the specific business know-how, financial, accounting and actuarial expertise relating to the activities of a.s.r.
The committee held six regular meetings in 2022. In accordance with the A&RC Rules of Procedure, committee meetings are also attended by the CFO, the Director of Group Risk Management, the Director of Finance, Risk and Performance Management, the Manager of Compliance, the Director of Audit and the independent external auditor. The committee also held an annual private meeting with the independent external auditor KPMG.
After each financial quarter, the committee discussed the financial results based on detailed financial, risk, compliance and internal and external audit reports and analyses. Progress on the recommendations of the internal and external auditor as well as of the Actuarial Function (AF) was monitored. The full 2022 reporting year was discussed in the first quarter of 2023, based on the (quarterly) internal finance report, the press release, the Annual Report, the financial statements, the Board report and the actuarial report. The discussion of the actuarial report was also attended by the AF.
The committee issued positive opinions on the Annual Report and on the financial statements to the SB. It discussed and adopted the external auditor’s letter of engagement and the audit plan for 2022. The external auditors’ independence and additional fees were reviewed each quarter. The management letter of the external auditor highlighting key internal control observations was discussed. The audit results report of the external auditor was also discussed and special attention was given to the reported key audit matters. The A&RC approved the updated charters and annual plans for 2023 of the Actuarial and Risk Management Function and the Compliance Function. It advised the SB to approve the updated charter and the audit plan 2022 of the internal Audit Function; this advice was followed.
Specific topics discussed in the committee included (i) progress of the IFRS 9/17 implementation, (ii) geopolitical developments, including the impact on inflation and interest rates, with an effect on solvency and other financial results. This was presented through the noted quarterly updates, the balance sheet plan and projection updates, (iii) cyber risks and IT security, and (iv) compliancy with rules and regulations, including CDD. In addition to these specific topics, the committee also discussed matters related to the Aegon Transaction, such as the funding for the business combination transaction and a non-regular Own Risk and Solvency Assessment (ORSA).
a.s.r.’s solvency position was reviewed and discussed each quarter. Specific attention was paid to the impact of inflation and interest rates, the development of operating costs and material events, such as the February-storms. The A&RC discussed the risk scenarios and the outcomes of the ORSA, plus the balance sheet plan and the related projection updates. In all the ORSA risk scenarios, the solvency ratio remains within the boundaries set by a.s.r., demonstrating the robustness of a.s.r.’s solvency and the effectiveness of certain management actions. Rising interest rates can result in increasing liquidity needs and as such liquidity is also integrated in the balance sheet plans and discussed during the committee meetings.
a.s.r.’s risk appetite is based on a prudent approach to risk management, which is translated into qualitative business guidelines for NFR matters and requirements for solvency, liquidity and returns for the FR matters. a.s.r.’s updated capital and dividend policy was also discussed, after which the SB approved the updated policy.
The A&RC regularly monitored the status of the risk appetite during the year through a.s.r.’s Integrated Risk Dashboard and the status report on the management of risk priorities. At the end of the year, the A&RC was informed of the outlines of the reinsurance programme for 2023.
The RC advises the SB on matters including the remuneration policy for the EB and SB and the terms and conditions of employment of the EB, and reviews the remuneration of senior management.
The RC met seven times in 2022. Its meetings were also attended by the CEO (except when issues relating to the EB were discussed), the director of Human Resources and the company secretary. The committee solicits support and advice from departments such as Group Risk Management, Compliance, Audit and Human Resources. Where needed, it consults independent legal and pay & benefit experts.
In line with the policy, the committee advised the SB on target-setting and performance appraisals; and the yearly Remuneration Disclosure was also prepared.
In accordance with the current remuneration policy of a.s.r., approved by the AGM in 2019, the RC performed two separate benchmarks for both the EB and the SB, in order to follow trends (including the effects of COVID-19). The 2021 Remuneration Report was submitted to the AGM for an advisory vote; 98% of the votes cast were for the report and 2% were against. The results demonstrate the shareholders’ increased understanding for remuneration in the Dutch context.
In 2022, the RC devoted considerable time and attention to the evaluation of the remuneration policy for the EB, which is compulsory every four years. The RC was assisted by an internal committee and a pay & benefits expert. In its evaluation of the remuneration policy, the RC carefully took into account the opinions of all stakeholders, resulting in an integrated approach for the evaluation based on four perspectives:
Internal perspective: consistency with and fairness in relation to internal wages;
External perspective: competitiveness with the external market;
Stakeholder perspective: taking into account the views of various stakeholder groups with regard to remuneration (level and structure): customers, employees, society and shareholders.
The remuneration policy aims to strike a fair balance between the views and interests of these various stakeholder groups. Extensive analyses were made and various stakeholder groups were consulted on possible amendments of the remuneration policy for the EB. In evaluating the remuneration policy, the RC carefully took into account the opinions of all stakeholders, a.s.r.’s market position, and its ability to attract and retain high-performing employees. As required every four years, the policy is scheduled for the 2023 AGM.
The N&ESGC advises the SB on its duties and prepares the SB’s decision-making in this respect. The Committee advises the SB on ESG-topics, selection and appointment procedures and the composition of the EB and SB; it also prepares the (re)appointment of its members. The N&ESGC met five times in 2022. Its meetings were also attended by the CEO (except when issues relating to the EB were discussed), the director of Human Resources and the company secretary.
In 2022 the N&ESGC discussed the strategic personnel plan for the organisation, resulting in a rotation of senior management at the beginning of the year. As a result of the Aegon Transaction, a selection process will be undertaken in 2023 of senior management for the new combination.
The retirement schedule of the SB was also discussed, including the conditional nominations of Daniëlle Jansen Heijtmajer and Lard Friese as part of the Aegon Transaction, and the reappointment of Gisella van Vollenhoven and Gerard van Olphen.
Other topics discussed by the N&ESGC were the evaluation of the DEI policy, undesirable behaviour in the workplace as a result of several incidents at other companies as reported by the media, the SER’s Act on in-growth quota and targets 2022/2023 that came into force on 1 January 2022 and a.s.r.’s action plan in that regard, as well as the results of the Cultural Diversity Barometer. The committee also discussed the annual appraisals of senior management, taking into consideration the financial as well as the non-financial KPIs set. A nine-box grid was used to evaluate senior managers and to discuss their individual development and possible successors. The committee was also informed of the results of the Denison scan, a tool used to measure the success of the organisation. For more information, refer to chapter 3.3.2.
With regard to ESG, the N&ESGC discussed the various developments in this field and related legislation and what this means for a.s.r. as a sustainable insurer, such as progress on the targets of the various themes, with a focus on the strategic pillars from the strategic framework for sustainability and internal and external developments in this area such as sustainability, climate change and biodiversity. In addition, progress on the non-financial targets was discussed and advice was given on new medium-term targets in that area. The committee compliments a.s.r. on the quality of the first edition of its Climate Aeport, published on the same date as the Annual Report 2021.
The EB prepared the 2022 Annual Report and discussed it with the SB in the presence of the external auditor. The 2022 financial statements will be submitted for adoption by the AGM on 31 May 2023. a.s.r. will propose a dividend of € 2.70 per ordinary share, or € 385.4 million in total, including the interim dividend paid in September 2022.
The SB wishes to express its gratitude to all the employees of a.s.r., both permanent and external employees, for their dedication to a.s.r. in 2022, and in particular for their efforts in relation to the Aegon Transaction. All employees worked collectively to achieve a.s.r.’s mission by helping customers share risks and build capital for the future. Together, we are creating a strong and sustainable insurance leader in the Netherlands. The SB also wishes to express its gratitude to the members of the EB and the senior management for their impressive leadership of a.s.r. and for achieving a good operational result and increased customer satisfaction. The SB greatly appreciates the ongoing and constructive open dialogue and cooperation with the EB.
Utrecht, The Netherlands, 21 March 2023