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 MB, as well as 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
Article 2.1 of the Rules of Procedure of the SB specifies that the SB must consist of at least three members and no less than the number of members required to give effect to the nomination rights in respect of SB members under the Relationship Agreement. The SB currently consists of seven members: Joop Wijn (Chair), Herman Hintzen, Sonja Barendregt, Gerard van Olphen, Gisella van Vollenhoven, and as of closing of the Aegon transaction on 4 July 2023, Daniëlle Jansen Heijtmajer and Lard Friese.
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 may be extended by two years at most. Reappointments following an eight-year period must be justified in the SB report. In accordance with the rotation schedule, the terms of office of Joop Wijn and Herman Hintzen will expire at the close of the 2024 AGM.
Joop Wijn is nominated by the SB for a reappointment for a four-year-term. Furthermore, Bob Elfring is nominated to succeed Herman Hintzen. The proposal to reappointment of Joop Wijn and the appointment of Bob Elfring will be submitted to the 2024 AGM.
All the SB members passed the fit and proper test required under the Dutch Financial Supervision Act.
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.
Due to a combination of experience, expertise and independence of the individual members, the SB has the skills to assess the main aspects of the a.s.r. strategy and policies. 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.
| Name | Years in Board | Date of initial appointment | Date of reappointment | End of current term of appointment1 | End of the term of appointment at AGM2 |
|---|---|---|---|---|---|
| Joop Wijn | 3 | 28 October 2020 | - | AGM 2024 | 2032 |
| Herman Hintzen | 8 | 1 January 2016 | 20 May 2020 | AGM 2024 | 2028 |
| Sonja Barendregt | 5 | 31 May 2018 | 25 May 2022 | AGM 2026 | 2030 |
| Gisella van Vollenhoven | 4 | 30 October 2019 | 31 May 2023 | AGM 2027 | 2031 |
| Gerard van Olphen | 4 | 30 October 2019 | 31 May 2023 | AGM 2027 | 2031 |
| Daniëlle Jansen Heijtmajer | 1 | 4 July 2023 | - | AGM 2027 | 2035 |
| Lard Friese | 1 | 4 July 2023 | - | AGM 2027 | 2035 |
- 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 2023, the SB was 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. All SB members are independent as defined in the Corporate Governance Code, with the exception of Lard Friese (due to his position as CEO of Aegon Ltd.).
Although formally legally there were no reports of potential conflicts of interest relating to members of the SB in 2023, the SB acted as such regarding to the strategic choices on Knab as a matter of prudence and an adequate measure to prevent the emergence of potential conflicts of interest.
The maximum number of other mandates for an SB member is set at five.
Evaluation and permanent education
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 2023 was based on a questionnaire and a plenary SB evaluation session with external supervision. 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 (gender, background and complementary capabilities). The expansion of members of the SB as of the closing of the Aegon transaction has contributed to the diversity. Onboarding of the new members has gone smoothly, while preserving the transparent and positive dynamics within the SB. The SB has an open, constructive and professional relationship with the EB and the MB. Dilemmas, in general or in specific files, are openly discussed in meetings and during informal contact. The tone of voice is constructive. In 2023, the SB was actively engaged in the Aegon transaction and integration.
The SB is also satisfied with the division of roles between and within the SB committees. For permanent educational sessions attended by the SB, please refer to section 5.1.3.