Aegon’s Articles of Association determine that for certain
decisions the Executive Board must seek prior approval from the
Supervisory Board and/or the approval of the General Meeting of
Shareholders. In addition, the Supervisory Board may also subject
other Executive Board decisions to its prior approval.
Composition of the Executive Board
Aegon’s Executive Board consists of Lard Friese, who is Chief
Executive Officer (CEO) and Chairman of the Executive Board,
and Matt Rider, who is Chief Financial Officer (CFO).
The number of Executive Board members and their terms of employment
are determined by the Company’s Supervisory Board. Executive Board
members are appointed by the General Meeting of Shareholders for a
four-year term, following nomination by the Supervisory
The members of the Executive Board have an engagement agreement
with the Company rather than an employment contract.
The Company’s Remuneration Policy for the Executive Board
limits exit arrangements to a maximum of one year of the fixed
component of the salary.
In 2021, no transactions were concluded between the Company and
either member of the Executive Board. Furthermore, the Company did
not provide any loans to or issue guarantees in favor of either of
the members of the Executive Board.
B.1.1.3 Management Board
Aegon’s Executive Board is assisted in its work by the Company’s
Management Board, which had 10 members, including the members of
the Executive Board per December 31, 2021. Aegon’s
Management Board is composed of Lard Friese, Matt Rider, Elisabetta
Caldera, Will Fuller, Mike Holliday-Williams, Allegra van
Hövell-Patrizi, Marco Keim, Onno van Klinken, Bas NieuweWeme and
Duncan Russell. At the time of publishing this 2021 Solvency
Financial Condition Report, the Management Board consisted of 12
members, including Astrid Jäkel as Chief Risk Officer and Deborah
Waters as Chief Technology Officer.
Aegon’s Management Board works in unison with the Executive Board
and helps oversee operational issues and the implementation of
Aegon’s strategy. Members are drawn from Aegon’s business units and
from Aegon’s global functions. The members have both regional and
global responsibilities. This ensures that Aegon is managed as an
integrated international business. While the Executive Board is
Aegon’s sole statutory executive body, the Management Board
provides vital support and expertise in pursuit of the Company’s
In the relationship between the Supervisory Board and the
Management Board, the CEO shall be the first contact for the
Supervisory Board and its Chairman. Further, the members of the
Boards will act in accordance with the provisions provided
therefore in the Management Board Charter, the Executive Board
Charter, and the Supervisory Board Charter.
B.1.1.4 General Meeting of
A General Meeting of Shareholders is held at least once a year and,
if deemed necessary, the Supervisory or Executive Board of the
Company may convene an Extraordinary General Meeting of
Shareholders. The main function of the General Meeting of
Shareholders is to decide on matters such as the adoption of
annual accounts, the approval of dividend payments and
(re)appointments to the Supervisory Board and Executive Board of
B.1.1.5 Key functions
A description of the main roles and responsibilities of key
functions, as well as their necessary and operational independence
is disclosed in section B.2 Fit and proper requirements. Reference
is made to sections B.3, B.4, B.5 and B.6 for more details on
Aegon’s key functions.
B.1.1.6 Material changes in the system of
During 2021, there were no material changes to the system of
governance. For the changes in the composition of the Supervisory
Board and Executive Board during 2021, please refer to page
38-39 of the
Integrated Annual Report 2021 of Aegon Group.
Risk management, internal control systems and
For a description of how the risk management and internal control
systems and reporting procedures are implemented consistently,
please see section B.4 Internal control system. There were no
material changes during 2021 on how the risk management and
internal control systems and reporting procedures are