The Supervisory Board oversees the management of the Executive Board and the overall course of the company’s business and strategy. New Supervisory Board members are appointed at the AGM following nomination by the existing Supervisory Board.
A detailed profile for Supervisory Board members is included in our Supervisory Board Charter. In order to have a well-balanced mix of members, the board should, among other things, have a broad international composition, knowledge and experience.
The Supervisory Board has committees to assist in its oversight function for specific governance topics: Audit; Nomination & Governance; Remuneration and Risk. Click on the links below for details about the membership and role of each committee.
The Audit Committee assists the Supervisory Board in supervising and advising the Executive Board with respect to financial statements, accounting policies, audit functions, risk management, tax, actuary and IT. Members include: Caroline Ramsay (Chairman), Jack McGarry, Thomas Wellauer and Corien M. Wortmann-Kool.
Role & responsibilities
The Audit Committee's tasks include assisting the Supervisory Board in monitoring the integrity of Aegon N.V.'s financial statements, evaluating the external auditor's qualifications, independence, and performance, and the performance of Aegon's internal audit function. And ensuring Aegon's compliance with legal and regulatory requirements, as well as Aegon's finance related strategies.
The Executive Board members, the director of Group Finance, the Internal Auditor and the external auditor periodically attend the meetings of the Audit Committee. The Audit Committee regularly meets with the external auditor without the presence of the Executive Board members.
Member criteria
The Audit Committee has determined that it should include at least one financial expert, and as such satisfies the criteria of independence specified by the New York Stock Exchange, the provisions of the Dutch Corporate Governance Code, and the United States Sarbanes-Oxley Act.
The Nomination & Governance Committee advises the Supervisory Board on the nomination of Executive Board and Supervisory Board candidates and on the Executive Board policy on the selection criteria and appointment procedures for senior management. Members include: William Connelly (Chairman), Mark Ellman, Dona Young and Corien M. Wortmann-Kool.
Roles & responsibilities
The Nomination & Governance Committee will assess the profile, the size and composition of both boards and will propose candidates for nomination by the Supervisory Board for a first appointment to fill a vacancy.
The committee advises on the reappointment of the Supervisory Board members after their retirement by rotation every four years, while taking the member's functioning into account. With regard to the appointment of any member of the Supervisory Board, the 'Profile and Composition of the Supervisory Board' shall be taken into account.
The committee also advises on and proposes candidates to the Supervisory Board to be nominated for appointment to the Executive Board. It supervises the policy of the Executive Board on the selection and appointment of senior management.
As a rule the committee meets four times a year. The meetings are attended by the chairman of the Executive Board, unless the committee decides otherwise. The chairman of the committee may decide on attendance of other members of the Executive Board.
Member criteria
The committee shall consist of a minimum of three members.
The Remuneration Committee advises the Supervisory Board regarding the remuneration policy of the company. Members include: Ben Noteboom (Chairman), Jack McGarry, Thomas Wellauer, William Connelly and Karen Fawcett.
Role & responsibilities
The committee also regularly reviews the Supervisory Board remuneration. The Supervisory Board makes proposals to the annual General Meeting of Shareholders for adoption of both the Executive Board and Supervisory Board remuneration policy.
As a rule the Remuneration Committee meets four times a year. The meetings may be attended by the chairman of the Executive Board, unless the committee decides otherwise. The chairman of the committee may decide on attendance of other members of the Executive Board or employees of the company.
Member criteria
No more than one member of the committee shall be a member of the Executive Board of another Dutch listed company.
The Risk Committee assists the Supervisory Board and the Audit Committee in supervising and advising the Executive Board with respect to risk management. Members include: Dona D. Young (Chairman), Mark Ellman, Ben Noteboom, Caroline Ramsay and Karen Fawcett.
Roles & responsibilities
The Risk Committee reviews the company's risk exposure as it relates to capital, earnings and market consistent value at risk and compliance with company risk policies covering all risks of the company as further defined in its charter. The committee is available as a consultative body for the Executive Board with regard to the risk management.
The committee meets quarterly or as often as it determines to be necessary. The committee decides whether and, if so, when the chairman and/or any other member of the Executive Board and/or Management Board and/or the Group Chief Risk Officer should attend its meetings.
The committee may request any other officer or employee of the company or the company's outside counsel or external auditor to attend a meeting of the committee or to meet with any members of, or consultants to, the committee.
