Aegon’s system of governance is based on checks and balances. This helps us manage our business responsibly and take the best possible decisions for both Aegon and its stakeholders.
As a company based in the Netherlands, we comply with the Dutch Corporate Governance Code1. Our governance system comprises three tiers:
- The Executive Board, charged with the strategy, management and control of the company
- The Supervisory Board, which oversees the work of the Executive Board
- And the General Meeting of Shareholders, which decides Board appointments, remuneration and is responsible for adopting financial accounts.
Our Supervisory Board is independent of management, which is important in ensuring effective oversight. Its members are not employed by Aegon; they have no business relationship with the company. This independence is set out clearly in our Supervisory Board Charter. Supervisory Board members may serve a maximum of twelve years.
When appointing new members, we aim for a Board that is "balanced and diverse2" in age, gender, nationality and background. On our website, we publish a Competency Overview, showing members' individual areas of expertise3. In 2017, we introduced new diversity targets for our Supervisory, Executive and Management Boards. These include a minimum 30% women on each Board, and at least one female candidate for any new appointment.
Executive and Management Boards
Our Executive Board has two members: our CEO Alex Wynaendts and CFO Matt Rider. The Executive Board is Aegon's official decision-making body. It determines company strategy, as well as Aegon's budget, business development, risk management and capital position. It's also responsible for ensuring the company retains strong internal controls – that management has the systems and processes it needs to run the company. Aegon's Executive Board is supported by a separate Management Board, responsible for operational issues and strategy implementation. Members of this Management Board are drawn from across the company's country and business units, or head up specific functions, such as Legal, HR, Risk or Technology.
Pay for senior management is tightly controlled. Across the company, we apply a principle of pay for performance. That means we incorporate both financial and non-financial performance targets into our executives' variable pay. We ensure that a significant part of this variable pay is deferred over a period of time and that, under certain circumstances (if there is a financial restatement, for example), we can take the money back. We have a specific Remuneration Policy, which sets out our approach in detail. All executive pay is overseen by the Supervisory Board's Remuneration Committee.
Aegon is listed in both Amsterdam and New York. More than three-quarters of our shareholders are located in our three main markets: the US, Netherlands and UK. Shareholders meet at least once a year in The Hague. Our largest shareholder is Vereniging Aegon, an association whose purpose is to protect the long-term interests of both Aegon and its stakeholders. Vereniging Aegon holds just over 14% of voting rights in the company, though in certain circumstances – including a hostile takeover bid – it can temporarily invoke its full voting rights, which would take this share to nearly 33%. At the end of 2017, US fund manager Dodge & Cox was the only other shareholder owning more than 5% of Aegon shares.
As a company, we're committed to doing business responsibly. We have internal policies, procedures and frameworks1, which set out how we make our decisions in areas such as executive remuneration, payment of dividends, fraud and financial wrongdoing, product development and approval, sustainable procurement and tax. We also have a Code of Conduct, which applies to all Aegon employees worldwide; this Code of Conduct also contains principles governing our workplace, social responsibility and business conduct. We've had a human rights policy in place since 2007, and a policy on responsible investment, which sets out minimum social, environmental and ethical standards for the companies in which we invest. Our Responsible Investment Policy was last updated in October 2017. Together, these policies help us identify risks to our business; their aim is to protect stakeholders by ensuring we're aware of all financial and non-financial factors before we make our decisions.
As an insurer, it's our job to accept risk on behalf of our customers. That means we're exposed to a range of underwriting, financial and operational risks. It's important, therefore, that we have a strong risk management framework. At Aegon, ultimately, the responsibility for risk management lies with the Executive Board, the highest level in the company. Our Chief Risk Officer, Allegra van Hövell-Patrizi regularly joins meetings of the Executive Board.
Our framework is built around three lines of defense: first, the business and support functions; second, our risk management and compliance teams and, third, our audit teams, who make sure we're managing risk effectively and in line with our own business strategy. That means risk is managed at all levels of the company. As part of this, we set clear risk limits and tolerances. Of course, the vast majority of risks we deal with are financial or underwriting risks. What's left – our operational risks – include social and environmental issues (as well as compliance and systems risk etc.).
Over the past two years, we've been busy strengthening our risk controls. We've put in place a Control Excellence program. As part of this program, we examined everything from governance and the frameworks we use to how we identify, assess, respond to and report on risk. Working closely with our auditor PwC, we've made improvements in key areas. We've strengthened IT controls, stepped up independent checks on fraud, improved our reporting and data quality. We've also tightened up controls relating to financial regulations, in particular our Solvency II reporting and our obligations under the US Sarbanes Oxley Act. Strong internal controls are important: they protect not only our business, but also our customers.
More information on our governance may be found in our 2017 Annual Report and online. This includes full details of members of Aegon's Supervisory, Executive and Boards as well as our compliance with the Dutch Corporate Governance Code and Aegon's Non Financial Information Statement. Our Solvency and Financial Condition Report, meanwhile, provides further details of the company's approach to Solvency II and capital management.
Gender gap at management and Board level
Charts above show split between men and women in senior management and on Aegon's Management and Supervisory Boards. Our aim is to have at least 30% women on both Boards (this also applies to our Executive Board). We've incorporated this target into diversity policies for each Board. Currently, we're meeting the target for our Management Board, but we're still short of our goal with regard to the Supervisory Board. Women currently make up 53% of Aegon's overall workforce.
Statement of materiality and significant audiences
Every year, we identify the issues that matter most to us and our stakeholders. These are the issues, we believe, will have the most impact on our business in the years ahead, not only on our financial performance, but also our ability to continue creating long-term value for the societies in which we operate. This Review looks in detail at these issues, and at how we, as a financial services company, employer and investor, are meeting the challenges and opportunities they represent for our business.
This Review is intended first and foremost for investors. We believe it's important that financial markets price in fully social, business and environmental risk. For this to happen, management must disclose these risks, and work to understand the connection between value creation and longer-term financial performance. Legislators are already moving in this direction, with the adoption of a new decree in the Netherlands on non-financial reporting4, changes to the country's Corporate Governance Code and the publication last year of recommendations from the Financial Stability Board's Task Force on Climate-Related Financial Disclosures. Aegon is not only a financial services provider; it's also an investor. This Review examines the efforts we've made to embed social, environmental and economic factors in our own investment decision-making.
This is our seventh integrated report. We're happy to support the IIRC and GRI in their push for more complete and more relevant corporate reporting. Disclosure is only part of the story. For us, integrated reporting is also about understanding both the financial and non-financial factors affecting our business, and using that understanding to drive better, more integrated decision-making.
Aegon Management Board
1 We publish a statement of compliance with the Dutch Corporate Governance Code as part of our Annual Report. As an international company, Aegon also complies with governance legislation and regulation in other countries (see our 2017 Annual Report for further details).
2 See Aegon's Supervisory Board Charter.
3 At the end of 2017, we had nine Supervisory Board members. Of these, two are women. One-third of the members are non-EU. The average age was 64.5 years (ranging between 58 and 71 years)
4 Many of our internal policies and guidelines are available online at aegon.com (including Aegon's Code of Conduct, and policies covering responsible investment, tax, health and safety, human rights, remuneration, sustainable procurement, diversity & non-discrimination, charitable donations and financial crime).