Membership of the Supervisory Board
The current membership of the Supervisory Board is set out in section 3.1.1 of the Corporate Governance report.
During the first half of 2012, Andrew Moss resigned from the Supervisory Board following his departure as CEO of Aviva. The Supervisory Board greatly appreciated the way in which he performed his duties as a member of the Delta Lloyd Supervisory Board during his time in office when Aviva and Delta Lloyd had a legal dispute. He was a member of our Supervisory Board for almost five years and a member of the Remuneration and Nomination Committees. His knowledge and experience as CEO of a large international listed insurance company were very valuable. The number of candidates Aviva had a right to nominate for appointment to the Supervisory Board fell from two to one when it reduced its shareholding in Delta Lloyd later in the year. The Supervisory Board decided not to fill this vacancy and to set its membership at eight.
In early 2013, following the sale of its remaining shares in Delta Lloyd, Aviva lost its right to nominate one Supervisory Board member. At the request of the Supervisory Board, Patrick Regan remained as an independent member. The Supervisory Board greatly values his contribution. His knowledge of and experience in the insurance market and his management experience as CFO of a large listed company make a significant contribution to the profile of the Board.
Jean Frijns was appointed to the Supervisory Board during the General Meeting of Shareholders in 2012. The preparations for his appointment were explained in the 2011 Report of the Supervisory Board. He followed an individual introduction programme.
In the second half of 2012, Pamela Boumeester announced her resignation from the Supervisory Board on 1 April 2013 in connection with her appointment as a Supervisory Board member at Ziggo later that month. Pamela Boumeester has been a member of our Board for almost nine years. The Board regrets her departure; she has played a significant role in the functioning of the Supervisory Board as a Board member, chairman of the Remuneration Committee and member of the Nomination Committee. Her experience as a manager and supervisor in combination with her insights into the human side of organisations contributed to the essential diversity of the Board. The Supervisory Board has begun the process of finding her successor.
The profile of the Supervisory Board was drawn up in relation to the business objectives and main risks. It was developed into a competence matrix from which the Supervisory Board concluded that all required competences are represented in its current composition. This was also confirmed in the evaluation of the Supervisory Board’s functioning. The supervisory board aims to have a gender balance by having at least 30% female members. In 2012, this criterion was not met. The reason was that one vacancy occurred in 2012 for which, despite our best efforts, no suitable female candidates could be found. As set out in the annual report for 2011, Jean Frijns was subsequently appointed to this vacancy. The current vacancy arose in 2012 due to the departure of Pamela Boumeester. During the selection process for her successor, two executive search agencies (including one specialised in searching for female Supervisory Board members) were enlisted. This led to the nomination of a woman for appointment to the Supervisory Board.
The profile of new members will depend partly on the profile of the members who are due to resign in the future. Naturally, there will be a strong focus on improving gender balance. With each vacancy it is explicitly stated that a female candidate is preferred (on condition, of course, that she meets the profile requirements). Overall, the Supervisory Board aspires to a reasonable balance in the gender, age, expertise, experience and background of its individual members. The relevant biographical details of the Supervisory Board members are set out on the website www.deltalloydgroep.com
Membership of the committees changed in 2012. Each Supervisory Board member is now a member of two committees (each of which has four members). The membership is in line with the appropriate competences.
With the exception of the two Supervisory Board members nominated by Aviva, all members of the Supervisory Board were ‘independent of the company’ in the meaning of the Dutch Corporate Governance Code. Following the sale of the remaining Aviva shares in Delta Lloyd in 2013, Patrick Regan also remained as a member ‘independent of the company’.
At the end of 2011, the chairman of the Supervisory Board, René Kottman, notified the Supervisory Board, the Executive Board and the external regulators that he had a potential conflict of interest as he was also chairman of the Supervisory Board of Wavin N.V. At that time, a bid was being made for the entire share capital of Wavin, in which Delta Lloyd had an equity interest of 8%. For this reason, Wavin and Delta Lloyd Group decided that he would not be involved in the deliberations and decision-making on the transaction and would not receive any information on the progress of the bid. Wavin was sold in 2012.
In order to safeguard the independence of their supervision, the members of the Supervisory Board mutually agreed not to hold any shares in the company for the time being.
The secretary to the company/Executive Board is also the secretary to the Supervisory Board. This dual role offers added value in that the secretary has a thorough knowledge of the affairs and issues within both Boards, the procedures to be followed and the decision-making planning. The secretary performs the customary secretarial duties for the Supervisory Board and provides individual support to its members, but mainly assists the chairman of the Supervisory Board in steering the Board and its committees. Elise Stevens-Fokkens acted as interim secretary until 15 March 2012, after which Caroline van Reedt Dortland took on the role.