Asr Nederland N.v. · EURONEXT:ASRNL
Asr Nederland — Shareholder Meeting (May 2019)
63 slides from Asr Nederland's shareholder meeting presentation, May 22, 2019
Slide 1: General Meeting of Shareholders ASR Nederland N.V. 2019
General Meeting of Shareholders ASR Nederland N.V. 2019 22 May, 2019
Slide 2: 1. Welcome & opening
1. Welcome & opening Kick van der Pol Chair of the Supervisory Board General Meeting of Shareholders ASR Nederland N.V. 2019 2
Slide 3: Agenda
Agenda 1. Opening 2. 2018 Annual Report 3. Remuneration 4. 2018 Financial Statements and Dividend 5. Appointment of the external auditor 6. Discharge members of the Supervisory Board and the Executive Board 7. Extension of the authorities of the Executive Board 8. Composition of the Supervisory Boar
Slide 4: Announcements
Announcements English translation Webcast service Order of the meeting General Meeting of Shareholders ASR Nederland N.V. 2019 4
Slide 5: 2. 2018 Annual Report
2. 2018 Annual Report Jos Baeten CEO and Chair of the Executive Board General Meeting of Shareholders ASR Nederland N.V. 2019 5
Slide 6: Strong results in 2018, all medium-term targets achieved
Strong results in 2018, all medium-term targets achieved Operating result Solvency II (SF) Dividend per share € 742m 197% € 1.74 +2.0% +1% pts +6.7% (FY 2017: € 728m) (FY 2017: 196%) (FY 2017: € 1.63) Operating ROE Gross Written Premiums Operating expenses 14.2% € 4,459m € 601m up to 12% target +13.
Slide 7: Non financial performance and themes in 2018
Non financial performance and themes in 2018 Net Promoter Score Diversity Dow Jones Sustainability Index +42 / +60 60% / 40% Top 15% Customers / Intermediaries Male / Female Industry Mover Sustainability 2017: 40 / 54 Award Financial awareness Employee Engagement SDG’s Customers High Introduction of
Slide 8: Integration of acquired companies
Integration of acquired companies • 5 February 2018: closing • 29 June 2018: legal merger • Integration on track, scheduled to be finished in first half of 2020 • 4 December 2018: announcement of acquisition, 1 May 2019: closing • Non-life insurance business will remain in Heerlen and continue to of
Slide 9: Consistent performance, delivering on ambitious 2016-2018 targets
Consistent performance, delivering on ambitious 2016 - 2018 targets SolvencyII (Standard formula, %) Operating return on equity (%) S&P Rating 189 196 197 16.0 180 > 160% medium-term target 14.4 14.8 14.2 Up to 12% medium-term target Single ✓ ✓ ✓ ✓ 2015 2016 2017 2018 197% 2015 2016 2017 2018 14.2%
Slide 10: Dividend policy & proposal
Dividend policy & proposal Dividend policy: a pay-out ratio of 45% to 55% of the net operating result attributable to shareholders (i.e. net of hybrid costs) Dividend per share (in €) • Proposed full year dividend amounts to € 1.74 per 6.7% 1.74 share, an increase of 6.7% 1.63 • Taking into account
Slide 11: New ambitious group targets, positioned for profitable growth
New ambitious group targets, positioned for profitable growth Targets for the period 2019 - 2021 Solvency II Operating return on equity Dividend pay-out ratio (Standard formula) (%) (% of net operating result after hybrid expenses) >160% 12-14% 45-55% Substantial capital for Per annum Ambition to of
Slide 12: Ambitious business targets
Ambitious business targets Targets for the period 2019 - 2021 Non-life Life operating result Fee based businesses, operating result (%, excluding Health) (€ million) (€ million) Combined ratio 94-96% Stable € 40 million Compared to 5% growth € 633 million in 2017 per annum thereafter Non-life Life o
Slide 13: Creating value for all stakeholders, our non-financial objectives
Creating value for all stakeholders, our non-financial objectives Targets for the period 2019 - 2021 Meeting customer needs Sustainable investments Employee contribution to local society (Net promoter score) (in no. of hours) Carbon footprint: 95% % measured of >44 investment portfolio +5% € 1.2bn I
Slide 14: Q&A
Q&A General Meeting of Shareholders ASR Nederland N.V. 2019 14
Slide 15: 2b. Report of the Supervisory Board
2b. Report of the Supervisory Board Kick van der Pol Chair of the Supervisory Board General Meeting of Shareholders ASR Nederland N.V. 2019 15
Slide 16: 2c. Corporate governance
2c. Corporate governance Kick van der Pol Chair of the Supervisory Board General Meeting of Shareholders ASR Nederland N.V. 2019 16
Slide 17: 2c. Corporate governance
2c. Corporate governance Section 6.1 of the Annual Report 2018 • Change in management structure • Executive Board of 3 members; CEO, CFO and member • Introduction of Business Executive Committee • COO-positions no longer in place General Meeting of Shareholders ASR Nederland N.V. 2019 17
Slide 18: Organisational chart ASR Nederland N.V.
Organisational chart ASR Nederland N.V. General Meeting of Shareholders ASR Nederland N.V. 2019 18
Slide 19: Members Business Executive Committee
Members Business Executive Committee Jos Baeten Jerphaas Campagne Pauline Derkman Frank Romijn CEO CRO Pensions, Individual life, Funeral Disability, Health Chris Figee Robert van der Schaaf Petra Jansen op de Haar Jack Julicher CFO P&C Mortgages, Innovation & Digital Asset Management General Meetin
Slide 20: 2d. Execution of the remuneration policy
2d. Execution of the remuneration policy Kick van der Pol Chair of the Supervisory Board General Meeting of Shareholders ASR Nederland N.V. 2019 20
Slide 21: 2d. Execution of the remuneration policy
2d. Execution of the remuneration policy Section 6.3 of the Annual Report 2018 • Remuneration complies with prevailing legislation and regulations • Fixed employee benefits of board members adjusted in line with earlier announcement (February 2018) General Meeting of Shareholders ASR Nederland N.V.
Slide 22: 3a. Remuneration policy, introduction
3a. Remuneration policy, introduction Kick van der Pol Chair of the Supervisory Board General Meeting of Shareholders ASR Nederland N.V. 2019 22
Slide 23: Remuneration policy Executive Board
3. Remuneration policy Executive Board Four perspectives as a basis for the adjusted remuneration policy 1 2 3 4 Organisational Internal External Stakeholders’ perspective: perspective: perspective: perspective: in line with how a.s.r. consistency in the competitive with the taking account of the pr
Slide 24: Key elements of the new remuneration policy
3. Remuneration policy Executive Board Key elements of the new remuneration policy • No variable remuneration scheme; • Introduction of salary scales for the Executive Board; • Option for the Supervisory Board to adjust the growth path slightly, upwardly or downwardly (0% to 6%); • The collective ba
Slide 25: 3. Remuneration policy
3. Remuneration policy A. Proposal to adjust the remuneration policy for the members of the Executive Board as of 1 January 2020 • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2019 25
Slide 26: Proposal to adjust the remuneration policy for the Executive Board
3.A Proposal to adjust the remuneration policy for the members of the Executive Board as of 1 January 2020 For 83,954,768 Against 16,300,195 Abstained 0 For a 83.74% Against 16.26% + General Meeting of Shareholders ASR Nederland N.V. 2019
Slide 27: 3b. Remuneration Supervisory Board
3b. Remuneration Supervisory Board Proposal: A Annual remuneration for the Supervisory Board B Audit & Risk Committee: • Chairman € 50,000 • Chairman € 15,000 • Regular member € 35,000 • Regular member € 10,000 C Remuneration Committee: D Nomination & Selection Committee: • Chairman € 10,000 • Chair
Slide 28: 3. Remuneration
3. Remuneration B. Proposal to determine the remuneration of the members of the Supervisory Board as of 1 July 2019 • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2019 28
Slide 29: Proposal to determine the remuneration of the Supervisory Board
3.B Proposal to determine the remuneration of the members of the Supervisory Board as of 1 July 2019 For 99)635,550 Against 620,607 Abstained 6 For 99.38% Against 10.62% + General Meeting of Shareholders ASR Nederland N.V. 2019
Slide 30: 4. Financial statements & dividend
4. Financial statements & dividend Cor van den Bos Chair of the Audit & Risk Committee General Meeting of Shareholders ASR Nederland N.V. 2019 30
Slide 31: 4. Financial statements & dividend
4. Financial statements & dividend Maarten Koning EY General Meeting of Shareholders ASR Nederland N.V. 2019 31
Slide 32: Presentation audit financial statements 2018
Annual General Meeting of Shareholders ASR Nederland N.V. Presentation audit financial statements 2018 Ernst & Young Accountants LLP 22 May 2019
Slide 33: Agenda
Agenda ► Audit 2018 ► Scope ► Strategy ► Execution ► Results ► Key audit matters ► Other themes ► Communication and interaction Page 33 22 May 2019 AGM ASR Nederland N.V.
Slide 34: Audit 2018
Audit 2018 Scope Strategy Execution Company and Responsibility Approach consolidated financial Risk assessment statements Teaming Audit Core team Key Audit Matters Specialists Annual report Other themes Check on legal Materiality Cyber risk requirements/material Procedures on misstatements fraud and
Slide 35: Results
Results ► Conclusion on financial statements: unqualified audit opinion ► Company and consolidated ► Going concern ► Conclusion on sustainability information: unqualified review opinion Page 35 22 May 2019 AGM ASR Nederland N.V.
Slide 36: Key audit matters
Key audit matters ► Valuation and adequacy of insurance contract liabilities (including shadow accounting) due to the complexity and use of assumptions ► Fair value measurement of investments and related disclosures ► Solvency II disclosure ► Unit-linked exposure ► Generali Nederland N.V. Acquisitio
Slide 37: Other themes
Other themes ► Cyber risk ► Procedures on fraud and compliance with laws and regulations ► Privacy Page 37 22 May 2019 AGM ASR Nederland N.V.
Slide 38: Communication and interaction
Communication and interaction ► Our reporting ► Meetings with the Management Board, Supervisory Board and Audit & Risk Committee ► Interaction with these bodies and committees ► Independence ► Closing remarks Page 38 22 May 2019 AGM ASR Nederland N.V.
Slide 39: Annual General Meeting of Shareholders of ASR Nederland N.V.
Annual General Meeting of Shareholders of ASR Nederland N.V. Page 39 22 May 2019 AGM ASR Nederland N.V.
Slide 40: 4. Financial statements & dividend
4. Financial statements & dividend A. Proposal to adopt the financial statements for the financial year 2018 • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2019 40
Slide 41: Proposal to adopt the financial statements for 2018
4.A Proposal to adopt the financial statements for the 2018 financial year For 100,023,438 Against 0 Abstained 219,207 For LL: 100.00% Against 0.00% + General Meeting of Shareholders ASR Nederland N.V. 2019
Slide 42: 4. Financial statements & dividend
4. Financial statements & dividend B. Notes to the dividend policy • Questions C. Proposal to adopt a cash dividend for the financial year 2018 of € 245 million (€ 1.74 per share) • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2019 42
Slide 43: Proposal to pay dividend
4.C Proposal to pay dividend For 100,224,208 Against S17 oil Abstained 150 For re 99.97% Against 0.03% + General Meeting of Shareholders ASR Nederland N.V. 2019
Slide 44: 5. Appointment of external auditor
5. Appointment of external auditor Cor van den Bos Chair of the Audit & Risk Committee A. Explanation of the nomination and selection procedure General Meeting of Shareholders ASR Nederland N.V. 2019 44
Slide 45: 5. Appointment of external auditor
5. Appointment of external auditor B. Proposal to appoint KPMG as external auditor for the financial years 2020 up to and including 2024 • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2019 45
Slide 46: Proposal to appoint KPMG as external auditor
5.B Proposal to appoint KPMG as external auditor for a period of five years, i.e. for the financial years 2020 up to and including 2024 For 99,976,839 Against 27971381 Abstained 101 For a 99.72% Against 0.28% + General Meeting of Shareholders ASR Nederland N.V. 2019
Slide 47: 6. Discharge
6. Discharge A. Proposal to discharge each member of the Executive Board for execution of their duties in the financial year 2018 • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2019 47
Slide 48: Proposal to grant discharge to the Executive Board
6.A Proposal to grant discharge to the members of the Executive Board For 99,068,673 Against 769,409 Abstained 418,227 For a 99.23% Against 0.77% + General Meeting of Shareholders ASR Nederland N.V. 2019
Slide 49: 6. Discharge
6. Discharge B. Proposal to discharge each member of the Supervisory Board for execution of their duties in the financial year 2018 • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2019 49
Slide 50: Proposal to grant discharge to the Supervisory Board
6.B Proposal to grant discharge to the members of the Supervisory Board For 99,068,585 Against 769,309 Abstained 418,227 For a 99.23% Against 0.77% + General Meeting of Shareholders ASR Nederland N.V. 2019
Slide 51: 7. Extension of the authorities of the Executive Board
7. Extension of the authorities of the Executive Board A. Proposal to extend the authority of the Executive Board to issue shares and/or grant the right to subscribe for shares • Up to a maximum of 10% of the share capital • For a period of 18 months • Subject to approval of the Supervisory Board •
Slide 52: 7. Extension of the authorities of the Executive Board
7. Extension of the authorities of the Executive Board A. Proposal to extend the authority of the Executive Board to issue shares and/or grant the right to subscribe for shares • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2019 52
Slide 53: Proposal to extend authorisation to issue ordinary shares
7.A Proposal to extend the authorisation of the Executive Board to issue ordinary shares and/or to grant rights to subscribe for ordinary shares For 95,786,898 Against 4,469,206 Abstained 105 For Ls 95.54% Against 4.46% + General Meeting of Shareholders ASR Nederland N.V. 2019
Slide 54: 7. Extension of the authorities of the Executive Board
7. Extension of the authorities of the Executive Board B. Proposal to extend the authority of the Executive Board to limit or exclude statutory pre-emption rights • In connection with the issue authorization granted under agenda item 7a • For a period of 18 months • Subject to approval of the Superv
Slide 55: 7. Extension of the authorities of the Executive Board
7. Extension of the authorities of the Executive Board B. Proposal to extend the authority of the Executive Board to limit or exclude statutory pre-emption rights • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2019 55
Slide 56: Proposal to restrict or exclude statutory pre-emptive right
7.B Proposal to extend the authorisation of the Executive Board to restrict or exclude statutory pre-emptive right For 93,640,239 Against 6,616,220 Abstained 6) For 93.40% Against 6.60% + General Meeting of Shareholders ASR Nederland N.V. 2019
Slide 57: 7. Extension of the authorities of the Executive Board
7. Extension of the authorities of the Executive Board C. Proposal to extend the authority of the Executive Board to acquire the company’s own shares • For a period of 18 months • Subject to approval of the Supervisory Board • Up to a maximum of 10% of the share capital • At a price between the nomi
Slide 58: 7. Extension of the authorities of the Executive Board
7. Extension of the authorities of the Executive Board C. Proposal to extend the authority of the Executive Board to acquire shares • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2019 58
Slide 59: Proposal to authorise acquisition of own shares
7.C Proposal to authorise the Executive Board to acquire the company’s own shares For 937/079; 9 10 Against 2,000,221 Abstained 176,028 For LL 98.00% Against 2.00% + General Meeting of Shareholders ASR Nederland N.V. 2019
Slide 60: 8. Composition of the Supervisory Board
8. Composition of the Supervisory Board A. Resignation of Annet Aris as member of the Supervisory Board General Meeting of Shareholders ASR Nederland N.V. 2019 60
Slide 61: Proposal to reappoint Kick van der Pol
8. Proposal to reappoint Kick van der Pol as member and Chair of the Supervisory Board B. Proposal to reappoint Kick van der Pol • Questions • Voting General Meeting of Shareholders ASR Nederland N.V. 2019 61
Slide 62: Proposal to reappoint Kick van der Pol as Chair
8.B Proposal to reappoint Kick van der Pol as member and chairman of the Supervisory Board For 93,461,898 Against 6,675,659 Abstained 118,564 For a 93.33% Against 6.67% + General Meeting of Shareholders ASR Nederland N.V. 2019
Slide 63: 9. Questions
9. Questions General Meeting of Shareholders ASR Nederland N.V. 2019 63