Corporate Governance

NN Group is managed by a disciplined, highly motivated and experienced team. The members of NN Group's executive team on average have over 20 years of experience in the financial services industry and had significant and varied roles in the financial services industry. The executive team comprises of a strong combination of new members, and members who have long with NN Group and its previous parent company ING Group, and as a result a deep knowledge of NN Group’s business. The team has developed NN Group’s strategy and is committed to its execution and implementation going forward.

NN Group recognises the importance of good corporate governance. The governing bodies comprise of a statutory Executive Board (Raad van Bestuur), a Management Board and a Supervisory Board (Raad van Toezicht). The Executive Board is entrusted with the management, the strategy and the operations of NN Group under the supervision of the Supervisory Board. As of 7 July 2014, the Executive Board of NN Group comprises of Lard Friese, chairman and chief executive officer, and Delfin Rueda, chief financial officer.

The Management Board is entrusted with the day-to-day management of NN Group and the overall strategic direction of NN Group. In performing its duties, the Management Board must carefully consider and act in accordance with the interests of NN Group and its associated business, taking into consideration the interests of all the stakeholders of NN Group. The members of the Management Board acknowledge that the authority to manage NN Group is vested in the Executive Board as a whole, notwithstanding that each of the members of the Management Board is responsible and accountable towards the Executive Board and within the Management Board for the specific tasks as assigned. The Management Board, through the Executive Board, is required to keep the Supervisory Board informed on important matters and the members of the Management Board will attend Supervisory Board meetings if so requested.

Management Board NN Group

As per 7 July 2014 the Management Board of NN Group consists of:

  • E. Friese – Chief Executive Officer (Chairman)
  • C.E.M. Beckers – Chief Executive Officer NN Investment Partners
  • S.D. Caldwell – Chief Risk Officer
  • D.E. Knibbe – Chief Executive Officer Netherlands Insurance
  • D.E. van Vredenburch – Chief Change and Organization
  • R. Spencer – Chief Executive Officer Insurance International

As per 7 July 2014 the Supervisory Board of NN Group consists of:

  • J.H. Holsboer (Chairman)
  • Y.C.M.T. van Rooij
  • J.W. Schoen
  • H.J.G. Hauser
  • R.A.J.G. Hamers
  • W.F. Nagel
  • P.G. Flynn

Management Board Charter

The Executive Board has drawn up and adopted a Charter for the Management Board which includes the duties, powers and working methods of the Management Board and information on the Management Board’s relationships with the Executive Board, the Supervisory Board (through the Executive Board) and shareholders. The Management Board Charter was acknowledged by the Management Board and should be read in conjunction with the Executive Board Charter. The current Charter of the Management Board of NN Group entered into force on 7 July 2014.

Executive Board Charter

With the approval of the Supervisory Board, the Executive Board has drawn up a Charter which includes its duties, powers and working methods of the Executive Board and information on the Executive Board’s relationships with the Management Board, the Supervisory Board and shareholders. The current Charter of the Executive Board of NN Group entered into force on 7 July 2014.

Supervisory Board Charter

The Supervisory Board of NN Group is responsible for controlling management performance and advising the Executive Board. The Supervisory Board has drawn up a Charter which includes its duties, powers and working methods and information on its relationships with the Executive Board (and indirectly the Management Board), the shareholders and depositary receipt holders and the Works Council.

Rotation Plan Supervisory Board

According to the Articles of Association, a member of the Supervisory Board is appointed for a maximum of four years by the General Meeting of Shareholders. A Supervisory Board member can be re-appointed twice. A Supervisory Board member will retire definitely after a total of three terms of four years or in the year he/she turns 70, whichever comes first. The Supervisory Board can, at its discretion, grant dispensation in exceptional circumstances.

Name Position Year of birth Date of appointment Termination­reappointment date
Jan Holsboer Chairman 1946 1 March 2014 2016
Yvonne van Rooij Member 1951 1 March 2014 2016
Ralph Hamers Member 1966 7 July 2014 2017
Patrick Flynn Member 1960 7 July 2014 2017
Wilfred Nagel Member 1956 7 July 2014 2017
Heijo Hauser Member 1955 7 July 2014 2018
Hans Schoen Member 1954 7 July 2014 2018

Committees

The Supervisory Board has established from among its members four committees, (i) the Audit Committee, (ii) the Risk Committee, (iii) the Nomination and Corporate Governance Committee and (iv) the Remuneration Committee. The function of these committees is to prepare the discussion and decision making of the Supervisory Board.


Risk Committee

The Risk Committee consists of at least three members and meets at least four times a year. The Risk Committee assists and advises the Supervisory Board in monitoring the risk profile of NN Group as well as the structure and operation of the internal risk management and control systems. The members of the Risk Committee are Mr. Nagel (Chair), Mr. H.J. Hauser and Mr. J.W. Schoen.


Audit Committee

The Audit Committee consists of at least three members and meets at least four times a year. The Audit Committee assists the Supervisory Board in monitoring the integrity of the financial statements of NN Group, in monitoring the compliance with legal and regulatory requirements and in monitoring the independence and performance of NN Group’s internal and external auditors. The members of the Audit Committee are Mr. P. Flynn (Chair), Mr. H.J. Hauser and Mr. J.W. Schoen.


Nomination and Corporate Governance Committee

The Nomination and Corporate Governance Committee consists of at least three members and meets at least twice a year. The Nomination and Corporate Governance Committee advises the Supervisory Board, among other things, on the composition of the Supervisory Board and Executive Board and assists the Supervisory Board in monitoring and evaluating the corporate governance of NN Group as a whole and the reporting thereon in the Annual Report and to the General Meeting. In addition, it advises the Supervisory Board on improvements. The members of the Nomination and Corporate Governance Committee are Mr. J. Holsboer (Chair), Mr. R. Hamers and Mrs. Y. van Rooij.


Remuneration Committee

The Remuneration Committee consists of at least three members and meets at least twice a year. The Remuneration Committee advises the Supervisory Board, among other things, on the terms and conditions of employment (including their remuneration) of Executive Board members and the policies and general principles on which the terms and conditions of employment of Executive Board members, Management Board members and of senior managers of NN Group and its subsidiaries are based. The members of the Remuneration Committee are Mrs. Y. van Rooij (Chair), Mr. P. Flynn and Mr. J. Holsboer.

Share ownership

Members of the Executive Board, Management Board and Supervisory Board are permitted to hold NN Group shares for long-term investment purposes. Transactions in these shares are subject to NN Group’s regulations for insiders. Movements in the holding of NN Group shares may take place for various reasons, including as a result of dividend pay-out or as part of the remuneration.

Information on transactions in NN Group securities by persons and institutions who are obliged to notify transactions in NN Group securities can be found on www.afm.nl, the website of the Dutch regulator, the Authority for Financial Markets (Autoriteit Financiële Markten)(AFM).