In 2024, the SB convened seven regular meetings, one of which was an offsite meeting with the EB and MB, and eight extra meetings related to specific topics, such as the Knab transaction and Capital Markets Day (CMD). The SB members were available for consultation between scheduled meetings. Regular work meetings were also held in the absence of the EB and MB, at which 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 and MB. 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 topics. The SB as a whole also receives bi-monthly updates from the EB outside meetings on various developments within the company, such as business developments and (potential) M&A transactions. See section 5.1.4 for information about the attendance at SB and SB committee meetings.
Highlights
The SB looks back on a successful year marked by the integration of Aegon NL. The SB closely supervises this process and is satisfied that integration activities are on track. Several milestones were achieved during the year, such as the completion of conversions, harmonisation of processes and the progress made in implementing the partial internal model for a.s.r. The SB wishes to express its appreciation for the way in which the EB, MB and all employees have shown dedication and commitment to accomplishing this integration.
On 1 February 2024, a.s.r. announced that it had reached an agreement to sell Aegon Bank (Knab) to BAWAG Group AG. Following a thorough strategic review of Knab’s activities and an assessment of BAWAG’s proposal, the EB and SB concluded that Knab’s and its service proposition to customers would be better served by being part of BAWAG. Intensive efforts were made towards the closing, which was successfully completed on 1 November 2024. This transaction marks an important step for Knab and a.s.r., maximising value for all stakeholders involved.
At the 2024 Annual General Meeting (AGM), Herman Hintzen resigned as a member of the SB. Additionally, the reappointment of Joop Wijn was approved during this AGM. Although the departure of Herman Hintzen meant parting with a valued and skilled member, the arrival of Bob Elfring has simultaneously strengthened the SB with an excellent member who brings extensive experience and expertise.
Another milestone was achieved on 27 June 2024, the Capital Markets Day (CMD), when a.s.r. presented its strategic vision and targets for the 2024–2026 plan period. The new strategy builds on a.s.r.’s strong track record and expresses the confidence the EB has in capturing the opportunities in the Dutch market; this is supported by the SB. The combined business is leading in various market segments, and the EB sees ample opportunities for profitable growth and to create sustainable value for all stakeholders.
Other important topics in 2024 included the implementation of the final settlement for unit-linked life insurance customers of Aegon and a.s.r., geopolitical developments and the preliminary questions submitted by the Court of Amsterdam to the Supreme Court on rent modification clauses.
Strategy based on long-term value creation
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 2024. Throughout the year, the progress of a.s.r.’s strategy, the realisation of sustainable value creation against the ambitious group and business targets for 2022–2024 and the setting of new business targets for 2024-2026 were discussed in detail. For a.s.r. as a multi-line insurer, this involves the portfolio strategy (see section 2.4) 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 the continuation of a.s.r.’s strong performance. 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 NL transaction, focus will also be on successfully integrating 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 MB and reported to the SB. Within the SB, sustainable value creation is integrated into the overall agenda. During the permanent education sessions of the EB, MB and the SB, attention is paid to current developments. This also includes the implementation of upcoming legislation and regulations.
In 2024, SB discussions covered the following topics:
Review, oversight and involvement in the development of the overall strategy, including a.s.r.’s long-term value creation and growth in various business areas, such as P&C, Disability, Mortgages, Asset Management, Real Estate, Pension DC, developments regarding Health and key topics such as brand, reputation, sustainability and vitality;
Digitalisation of customer service (GenAI);
Closing of the Knab transaction;
Integration activities as a result of the Aegon transaction;
Setting Financial and Non-Financial targets for 2024–2026 and the preparation for CMD;
Corporate governance and composition of the SB, EB and MB;
EB, MB and senior management succession planning;
EB and SB remuneration, including the evaluation of the Remuneration Policy;
HR and culture: reports on employee surveys, sustainable employability, DEI and compliance with the a.s.r. Code of Conduct;
Cyber security, innovation and technological 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 2024. Furthermore the NPS-i was discussed in the context of (setting) the CMD targets;
Financial and Enterprise Risk Management, including cyber security, Solvency II requirements and related EIOPA and DNB guidance, the Risk Appetite Statements and the ORSA;
Annual and quarterly results, dividends, capital generation, share buy backs and the Solvency II capital position;
Investor relations;
Multi-year budget, including the medium-term financial and non-financial targets framework, and Capital & Dividend Policy;
Legal, regulatory and supervisory topics, including the relationship with the Dutch supervisory authorities, as well as compliance issues;
Tax policy and developments.
M&A
Although the EB and SB remain interested in other suitable acquisition opportunities, the focus in 2024 was on successfully integrating a.s.r. and Aegon NL.
Financial performance
The SB discusses the financial performance each quarter, covering standing issues such as developments in the premiums received, DC inflow, fee income, COR, Operating Result, long-term cost development, OCC and Solvency II ratio. The SB is pleased with a.s.r.’s financial performance in 2024. The Solvency II ratio increased to 198% (31 December 2023: 176%), reflecting a robust contribution from the OCC and the sale of Knab, which compensated for the effects of capital distributions and market and operational changes. The company has exhibited significant growth across all business segments, particularly through the successful integration with Aegon NL. These achievements demonstrate that a.s.r. is well-positioned to create sustainable value for customers, employees, and shareholders. The impact of various scenarios were calculated and discussed, including the development of interest rates and mortgage spread, management actions were identified and discussed in detail.
External auditor
As of 1 January 2020, KPMG is a.s.r.’s independent auditor. As part of the audit process, KPMG issued a management letter in December 2024 and a 2024 Audit report in March 2025 to the EB and SB.
KPMG has established that a.s.r. made significant steps in integrating the Aegon NL entities. High priority was given to the migration of systems. In addition, emphasis was placed on further harmonising key assumptions that previously differed between a.s.r. and Aegon NL. The IFRS 17 & 9 implementation has transitioned to a business-as-usual phase.
The business line Pensions is experiencing significant changes, including the integration of Aegon NL, new pension reforms, and the implementation of target landscape of DC business, Plexus. Although this will require significant management attention in the coming period, KPMG is of the opinion that the current governance and level of challenge of countervailing powers provide an adequate basis for further improvements within the business line Pensions.
Based on the inspection of various documentation, including the project plan, progress reports, KPMG determined that a.s.r. has implemented DORA in a structured manner. The governance regarding DORA is set up adequately, and progress of the DORA process is well monitored.
KPMG has also monitored the CSRD implementation within a.s.r. Although the CSRD has not yet been transposed into Dutch law, management has committed to complying with the current requirements of the CSRD and ESRS. Given the inherent uncertainties associated with the CSRD – such as developing framework, limited interpretations, and the need for estimations and judgments - KPMG has decided to include an emphasis of matter paragraph in assurance reports to highlight these uncertainties. This is in line with market practice, as agreed between audit firms and with the NBA.
KPMG has reported some observations regarding the existence and effectiveness of the risk and control framework. Notwithstanding these observations, KPMG noted that a.s.r. has consistently focused on improving its internal control organisation. KPMG has also provided an update on observations made in previous year.
Risk management and solvency
At the end of 2024, the SB approved the risk appetite for 2025 for a.s.r. and its supervised entities. a.s.r.’s risk appetite is primarily based on the Solvency II regime and a prudent approach to risk management, which is 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 effective response to external developments based on the chosen risk appetite and associated risk-mitigating measures. The risk appetite is an important criterion 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.
Culture and customer interest
The SB devotes attention to the development in customer satisfaction, based on the NPS-c report, the NPS-r report and the customer complaints report, amongst others. The SB observes that significant efforts are being made within a.s.r. to continuously improve the NPS scores.
Contacts with the Works Council
In 2024, all SB members attended one or more regular consultative meetings of the Central Works Council (COR a.s.r.). In addition to these meetings, the COR a.s.r. maintained regular contact with the Works Council-nominated SB members, Gisella Eikelenboom and Daniëlle Jansen Heijtmajer. The SB also held bilateral meetings with the COR a.s.r., which on several occasions were also attended by one or more members of the EB.
Taking into account the interests of a.s.r. and its employees, the COR a.s.r. thoroughly prepares when addressing the wide range of issues it is presented with. It engages in constructive dialogue with the EB and issues balanced, well-considered opinions and recommendations. This also applies to the numerous requests for advice regarding the integration, which are proceeding as scheduled. The SB wishes to express its gratitude for the continued engagement with the Works Council and the dedication shown by its members.
Contacts with external regulators and auditors
The SB periodically met with the DNB and AFM in 2024. 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.