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System of governance
General information on the system of governance
Composition of the Executive Board
Aegons Executive Board consists of Alexander R. Wynaendts, who is Chief Executive Officer (CEO) and Chairman of the Executive Board, and Matthew J.
Rider, who is Chief Financial Officer (CFO), and member of the Executive Board.
The number of Executive Board members and their terms of employment are
determined by the Companys Supervisory Board. Executive Board members are appointed by the General Meeting of Shareholders for a four-year term, following nomination by the Supervisory Board.
The members of the Executive Board have an engagement agreement with the Company rather than an employment contract. The Companys Remuneration Policy
for the Executive Board limits exit arrangements to a maximum of one year of the fixed component of the salary.
B.1.1.3 The Management Board
Aegons Executive Board is assisted in its work by the Companys Management Board, which has ten members, including the members of the Executive
Board.
Composition of the Management Board
Aegons
Management Board is composed of Alex Wynaendts, Matthew J. Rider, Mark Bloom, Adrian Grace, Allegra van Hövell-Patrizi, Marco Keim, Onno van Klinken, Carla Mahieu, Mark Mullin and Sarah Russell.
Role of the Management Board
Aegons Management Board
works in unison with the Executive Board, and helps oversee operational issues and the implementation of Aegons strategy. Members are drawn from Aegons business units and from Aegons 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 Aegons sole statutory executive body, the Management Board provides vital support and expertise in pursuit of
the Companys strategic objectives.
In the relation between the Management Board and the Supervisory Board, the CEO shall be the first contact for
the Supervisory Board and its Chairman. In addition, and in connection with how the interaction between the Supervisory Board and the Management Board committee have been organized, the members of the Management Board will act in accordance with the
Management Board Charter, the Executive Board Charter and the Supervisory Board Charter.
B.1.1.4 General Meeting of Shareholders
A General Meeting of Shareholders is held at least once a year and, if deemed necessary, the Supervisory or Executive Board of the Company is able to 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 Aegon.
B.1.1.5 Key Functions Review
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 Aegons key functions.
B.1.1.6 Material changes
in the system of governance
During 2018, there were no material changes to the system of governance. For the changes in the composition of the
Supervisory Board and Executive Board during 2018, please refer to page 51 of the
Integrated Annual Report 2018 of Aegon Group
.
Risk
management, internal control systems and reporting procedures
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 2018 on how the risk management and internal control systems and reporting procedures are implemented.
B.1.2 Remuneration policy
The Aegon Group Global
Remuneration Principles, as set out in the Aegon Global Remuneration Framework, is applicable in the Aegon Group and consistently applied to regional and local remuneration policies and practices. The below provides a summary of Aegons
Remuneration policy and its governance. During the reporting period no material changes took place in this policy and its governance. For further details, reference is made to the Remuneration Report on pages
59-65
of the
Integrated Annual Repor
t
2018 of Aegon Grou
p
.
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Solvency and Financial Condition Report 2018
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