Solvency II Directive means Directive 2009/138/EC including the implementing measures thereunder, as the same may be amended from time to time;
MANAGEMENT
Two-tier board structure and structure regime
The Dutch full large company regime (volledig structuurregime) applies to Delta Lloyd. Companies to which the Dutch full large company regime applies are obliged to constitute a supervisory board (raad van commissarissen, the Supervisory Board). The general meeting of shareholders (the General Meeting) appoints the members of the Supervisory Board on the nomination of the Supervisory Board. The General Meeting can reject the nomination with an absolute majority of the votes cast representing at least one-third of the issued share capital.
The General Meeting and the works council both have a right of recommendation regarding the appointment of Supervisory Board members. One third of the members of the Supervisory Board must be nominated on the basis of the enhanced recommendation (versterkt aanbevelingsrecht) of the works council. For these members of the Supervisory Board, the Supervisory Board can only object to the recommendation of the works council on the grounds that the recommended candidate is unsuitable to fulfil the task of Supervisory Board member or that the Supervisory Board will not be properly assembled if the nominated candidate would be appointed.
The Supervisory Board has extensive powers under the Dutch full large company regime. Major strategic and organisational decisions taken within a company require the approval of the Supervisory Board. The Supervisory Board is also charged with the appointment and dismissal of the members of the executive board (raad van bestuur, the Executive Board).
Members of the Executive Board
At the date of this Prospectus, the Executive Board is composed of the following persons:
N.W. (Niek) Hoek Mr. Hoek has Dutch nationality. He was first appointed to the Executive Board in 1997 and was appointed as its chairman in 2001. Mr. Hoek obtained a Masters degree in Business Economics at the Vrije Universiteit Amsterdam, the Netherlands in 1981. Mr. Hoek is a member of the supervisory boards of NIBC Bank N.V., Arcadis N.V. and Euronext N.V. Other positions currently held by Mr. Hoek include chairman of the supervisory board of Stadsherstel Amsterdam N.V., vice-president of the executive board of the Dutch Association of Insurers, member of the board of VNO-NCW on behalf of the Dutch Association of Insurers, chairman of the board of overseers of the Zuiderzeemuseum
E.A.A. (Emiel) Roozen Mr. Roozen has Dutch nationality. He was appointed to the Executive Board in 2010. He is the chief financial risk officer of Delta Lloyd. Mr. Roozen obtained a Master degree in business administration, specialising in management information at the University of Amsterdam in 1992 and obtained a Post-degree for register accountant (RA) at the University of Amsterdam in 1995. Mr. Roozen is member of the supervisory board of Delta Lloyd Investment Fund and a board member of Stichting Pensioenregister.
P.K. (Paul) Medendorp Mr. Medendorp has Dutch nationality. He was appointed to the Executive Board in 2003.
Mr. Medendorp graduated from the Hogere Hotelschool in the Hague in 1979. He participated in the General Management Programme at CEDEP, Fontainebleau, France in 1999 and the Advanced Management Programme at Wharton Business School in Philadelphia, US in 2004. Mr. Medendorp is a member of the supervisory board of Andus Group B.V. Mr. Medendorp is a member of the advisory councils of Business School Netherlands and of SEO (Stichting Economisch Onderzoek) and is chairman of the board of Amsterdam Partners.
O.W. (Onno) Verstegen Mr. Verstegen has Dutch nationality. He was appointed to the Executive Board in 2011.
Mr Verstegen obtained his bachelor degree in Business Administration at Nyenrode Business University in 1984 and obtained an MBA at the University of Leuven, Belgium in 1986.
Delta Lloyd’s registered address serves as the business address for all members of the Executive Board. Delta Lloyd is not aware of any potential conflicts between any duties of the members of the Executive Board and their private interests and/or other duties.
Members of the Supervisory Board
At the date of this prospectus, the Supervisory Board is composed of the following persons:
R.H.P.W. (René) Kottman Mr. Kottman, the chairman of the Supervisory Board, has Dutch nationality. He was first appointed in 1999. Mr. Kottman's term will expire in 2014. Mr. Kottman will
resign from the Supervisory
Board on 1 January 2014.
Mr. Kottman is a management consultant following his retirement as chief executive officer of Ballast Nedam N.V. Other positions currently held by Mr. Kottman include chairman of the supervisory boards of Altera Vastgoed N.V., Keyrail N.V. Exploitatiemaatschappij Betuweroute, Warmtebedrijf Rotterdam N.V. and Wavin N.V.
E.J. (Eric) Fischer Mr. Fischer, the vice-chairman of the Supervisory Board, has Dutch nationality. He was first appointed in 2006 and his term expires in
2014. Mr. Fischer was appointed as vice-chairman in 2008. Mr. Fischer is a Supervisory Board member who holds the trust of the Central Works Council.
Mr. Fischer is board chairman of the Netherlands Association of Training and Education (NRTO, an umbrella organisation for private education in the Netherlands) and member of the supervisory boards of the University of Amsterdam Holding and Hogeschool van Amsterdam. Other positions currently held by Mr. Fischer include board member of the Confederation of Netherlands Industry and Employers (VNO-NCW), board member of the Academie voor Verenigingsmanagement (AVVM), chairman of the board of overseers of the Stichting Durrer Centrum (collaboration between Dutch teaching hospitals' cardiology centres), member of advisory board of Operatie Zonnestraal (Stichting Kunst en Cultuur Noord- Holland), member of advice and recommendations committee for chair in modern Judaism, University of Leiden, member of recommendations committee of Teylers Museum, Haarlem, member of recommendations Committee of Dignitas Mediation Coaching & Conflict Management, member of committee for Part-Time Education (Ministry of Education, Culture and Science) chaired by Alexander Rinnooy Kan, member of the National Technology Pact Platform, member of he National Platform for Associate Degrees
J.G. (Jan) Haars Mr. Haars has Dutch nationality. He was appointed in 2006 and his term expires in 2014. Mr. Haars is an independent Supervisory Board member.
Positions currently held by Mr. Haars include member of the supervisory board of AVG Technologies N.V. and Rabobank Amsterdam, chairman of Het Nationale Ballet Fonds, chairman of the advisory council of Anderstein and member of the advisory board Executive Master of Business Valuation, Rijksuniversiteit Groningen.
S.G. (Fieke) van der Lecq Ms. Van der Lecq has Dutch nationality. She was appointed in 2010 and her term expires in 2014.
Ms. Van der Lecq is Extraordinary Professor of Pension Markets (APG Chair) at the Erasmus University Rotterdam and Academic Director program Pension Executive, at the Erasmus School for Accounting and Assurance in Rotterdam. Positions currently held by Ms. Van der Lecq include member of the board of overseers of Centraal Bureau Rijvaardigheidsbewijzen, chairman of the internal audit committee Stichting Robeco Pensioenfonds, chairman of the investment committee Stichting Pensioenfonds IBM Nederland,
member of SPO (Stichting Pensioenopleidingen) committee
monitoring level-2 testing for pension fund boards, member of
the financial reporting committee, Netherlands Authority for the Financial Markets, expert member of the APG Client Council (for ABP), member of the advisory board of the Faculty of Economics and Business, University of Groningen, member of the advisory board “Stichting Pensioenopleidingen”, the Hague, board member of Vereniging Vogelbescherming Nederland and treasurer/administrator association of owners Aquahorizonte-I the Hague.P.F. (Peter) Hartman Mr. Hartman has Dutch nationality. He was appointed in 2010 and his term expires in 2014.
Mr. Hartman is vice-chairman of Air France KLM. Positions currently held by Mr. Hartman include supervisory board memberships of Air France KLM S.A.,
Koninklijke Ten Cate
N.V., Fokker Technologies Group B.V and CAI - Compagnia
Aerea Italiana S.p.A. Mr. Hartman is member of the Dutch-French Cooperation Council, member of the advisory board of Delft University Fund and vice chairman of ACARE (Advisory Council for Aviation Research and Innovation in Europe).J.M.G. (Jean) Frijns Mr. Frijns has Dutch nationality. He was appointed in 2012 and his term expires in 2016. As from 1 January 2014, Mr. Frijns will be chairman of the Supervisory Board and will succeed Mr. Kottman who will resign on that same date.
Mr. Frijns is Emeritus Professor of Investment Theory, VU University Amsterdam. Positions currently held by Mr. Frijns include chairman of the supervisory board of FMO N.V., vice-chairman of the supervisory board of KAS Bank N.V., member of the supervisory boards of IMC B.V. and Bouwinvest B.V., member of the boards of JPMorgan Luxembourg SICAV Fund and JPMorgan Special Opportunities Fund, member of the board of Parktheater Eindhoven, chairman of the board of overseers of Stichting Netspar, member of investment committees of Dela Cooperatie, Pensioenfondsen PFZW, Progress and SMPM and member Evaluatie Commissie Nationalisatie of SNS Reaal.
P. (Patrick) Regan Mr. Regan has British nationality. He was appointed in 2010 and his term expires in 2014. Mr. Regan is an Aviva Supervisory Board Member.
Mr. Regan is Chief Financial Officer of Aviva plc, since 26 January 2010.
C.C.F.T. (Clara Christina) Streit Ms Streit has German and US nationality. She was appointed in 2013 and her term expires in 2017.
Ms. Streit has twenty years’ experience in the financial sector as a consultant at McKinsey & Company, where she advised clients at an international level on managerial and strategic issues. She also held HR positions at McKinsey & Company. She is currently Senior Advisor of
McKinsey & Company and Adjunct Professor of
Management, the Lisbon MBA, Nova and Católica
Universities, Lisbon. Positions currently held by Ms. Streit include
member of the supervisory boards ofVontobel Holding AG,
Vontobel Bank AG and Deutsche Annington Immobilien SE
and member of the board of overseers of Bundesstiftung
Kinderhospiz.
Delta Lloyd is not aware of any potential conflicts between any duties of the members of the Supervisory Board and their private interests and/or other duties.
The Supervisory Board has an Audit Committee, a Remuneration Committee, a Nomination Committee and a Risk Committee. These committees are tasked with preparing the decision-making of the Supervisory Board, although the Supervisory Board remains collectively responsible for the fulfilment of the duties delegated to its committees.