The EB is the statutory board as described in the articles of association and 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 articles of association and the rules of procedure of the EB and Management Board (MB). Both documents 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 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 2.2 of the Rules of Procedure of the EB and MB and Article 9.7 of the Rules of Procedure of the SB, the SB appoints the members of the EB and may suspend or dismiss an EB member at any time. In case a.s.r.’s current CEO, due to his earlier resignation or dismissal, does not serve his full term until the 2026 AGM, the appointment of the successor will require a unanimous vote of the SB (Schedule 8, part 2, Relationship Agreement). The SB notifies the AGM of proposed (re)appointments. During 2023, the composition of the EB remained unchanged, consisting of the following three members: the CEO Jos Baeten (reappointed at the January 2023 EGM, with effect from 4 July 2023), the CFO Ewout Hollegien and the COO / CTO Ingrid de Swart (reappointed at the 2023 AGM).

Management Board

As of the closing of the Aegon transaction on 4 July 2023, a.s.r.’s governance was changed by replacing the Business Executive Committee with the Management Board (MB). The reason for introducing the MB was to ensure effective management of the integration of a.s.r. and Aegon NL, as well as long-term management continuity. The MB shares responsibility with the EB for the day-to-day conduct of business at a.s.r. and for its strategy, structure and performance and shares responsibility for the implementation and realisation of the business strategy. A further purpose of the MB is to strengthen a.s.r.’s innovation power and improve customer focus. The MB 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.

Composition of the Management Board

Article 2.4 of the Rules of Procedure of the EB and MB specifies that the MB consists of all EB members, the CRO, the CHRO and the COO Life. MB members not being EB members are appointed, suspended and dismissed by the EB, with due observance of the DEI policy. The SB is involved in the recruitment and selection of MB members, as prior coordination with the SB is required. As of 4 July 2023, the MB consists of the members of the EB, the CRO Rozan Dekker, the CHRO Jolanda Sappelli, and the COO Life Willem van den Berg.

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

In 2023, specific permanent education sessions were attended by the SB, EB, and after 4 July 2023 the MB, for the purpose of further education. A series of three sessions focused on the implementation of a partial internal model (PIM) for a.s.r. During these sessions, led by Balance & Performance Management and Group Risk Management, the SB, EB, and MB were educated on the model structure and design of the PIM, the material risk drivers and their dynamics, the modelling approaches of the risk modules and the concept of aggregation and diversification. Another session, led by Group Performance Management, provided an overview and explanation of KPIs related to IFRS 17. The final session was led by Group Finance & Risk Reporting and provided an update of a.s.r.’s interest hedging strategy, including the position on derivatives.

Evaluation

The 2023 self-evaluation session of the EB and MB was conducted on the basis of a questionnaire and interviews. The outcome of the questionnaire was discussed within the EB and MB, guided by an expert consultant to further interpret the results.

The EB and MB have shown decisiveness and execution power in 2023 and therefore look back on the year positively. The Aegon transaction is the common thread in 2023. In the first half of the year, in the run-up to the closing, the EB worked towards the transaction step-by-step and in good cooperation. From Day 1 after closing of the Aegon transaction, as of 4 July 2023, the MB was installed and has been functioning well. This transition went smoothly, partly because a good kick-off meeting took place. This will be followed up by organizing periodic reflection sessions in 2024. There is an open culture within the MB where even sensitive issues can be discussed. A point of attention is to continuously challenge each other. The composition of the SB has also expanded since closing of the Aegon transaction. Communication with the SB is considered to be transparent and positive. The transaction was prepared step by step, well monitored and with optimal use of the sparring partner role of the SB. Integration remains the focus point of the MB in 2024. The MB plans the integration in phases and it is progressing well.

The performance of the EB was also assessed by the SB as part of the scope of the annual assessment process; see chapter 5.3. 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.

The performance of MB members not being EB members was assessed by the CEO, with prior input from the SB. The assessment takes place through interviews held twice a year with the individual MB members, in which the results of the aforementioned self-evaluation are included.

Remuneration

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