EXECUTIVE BOARD REMUNERATION POLICY 1.
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(2) AEGON N.V. EXECUTIVE BOARD REMUNERATION POLICY 1.. POLICY . ◆. The structure should ensure the interests of Executive. 1.1 Remuneration Policy. Board members are closely aligned with those of. This Remuneration Policy outlines the terms and conditions. shareholders by linking Executive Board remuneration. for the employment and compensation of AEGON N.V.. directly to company performance.. Executive Board members. The Policy will be reviewed. ◆. Target Total Compensation for Executive Board members. every year by the Compensation Committee of the. should be based on market standards for executives from. Supervisory Board. If and when required, this committee. selected peer companies.. will submit recommendations for changes to the Policy to. ◆. Actual Total Compensation for each Executive Board. the Supervisory Board. Any proposed material changes to. member should consist of a fixed component and a. this Policy will be submitted by the Supervisory Board to the. variable component. The variable component should be. AGM for adoption.. based on Company performance. ◆. 1.2. Policy Term. have the authority to adjust Variable Compensation, at. This Policy takes effect from January 1, 2007.. its discretion. ◆. 1.3. In exceptional circumstances, the Supervisory Board will. Application. All calculations made to determine compensation under this Policy will be verified by both independent external. This Policy will apply to all members of the Executive Board.. auditors and the Supervisory Board’s Audit Committee.. In addition, the Policy will be used by the Executive Board as guidance when setting levels of remuneration for members. 3.2. Competitive Level. of the Management Board and other senior managers. Executive Board remuneration will be based on a. throughout the Company.. comparison of total compensation at AEGON and similar peer group companies. Two separate peer groups have. TERM OF APPOINTMENT. been established, one for US-based Executive Board. Members of the Executive Board will be appointed for four. members and a second for European-based members.. years and may then be reappointed for successive mandates. Companies included in these two peer groups have been. of four years.. selected according to the following criteria: ◆. Industry: preferably life insurance.. 3.. COMPENSATION. ◆. Size: assets, revenue and market capitalization.. 3.1. Aims and Objectives. ◆. Geographic scope: preferably companies operating. The aims and objectives of this Remuneration Policy may be summarized as follows: ◆. ◆. Location: US and Europe-based.. The Policy should enhance the simplicity, transparency and. ◆. globally.. credibility. of. Executive. Board. members’. The objective is to create stable and consistent peer groups.. remuneration.. The Supervisory Board will periodically review these groups. The remuneration structure should enable the Company. to ensure they continue to provide a reliable basis for. to attract and retain highly qualified, expert members. comparison.. for its Executive Board by providing well-balanced and performance-related remuneration.. March 2007. WorldReginfo - fc93eabb-82b5-48e7-8785-7ee5562e9e8a. 2..
(3) As of 2007, the peer group will comprise the following. 3.4. Fixed Compensation. companies:. The amount of fixed compensation will be determined as. United States: American International Group, Genworth. part of the Target Total Compensation Structure.. Financial, Hartford Financial Services, Lincoln National, 3.5. Variable Compensation. Europe: Allianz, Aviva, Axa, Fortis, ING Group, Legal &. 3.5.1. General Structure. General Group, Muenchener Rueck, Prudential PLC, Swiss. Variable Compensation will be used to strengthen Executive. Reinsurance and Zurich Financial Group.. Board members’ commitment to the Company’s short-. Manulife Financial Corporation, Metlife, Prudential Financial Inc. and Sun Life Financial Group.. term and long-term objectives. Variable Compensation will 3.3.1. Total Compensation Levels. be based on Company performance as measured against. Levels for Target Total Compensation will reflect the. certain pre-determined annual performance targets for the. requirements and responsibilities of a particular Executive. Plan Year.. Board position. For each Executive Board member, the Supervisory Board will determine a Target Total. Of this Variable Compensation, part will be paid in cash, as. Compensation level, at its discretion, taking into account. the Short Term Incentive Compensation (STI). Following the. the specific role and responsibilities of the individual. The. procedure set out in section 3.5.2, this STI payment will be. range between the 40th and 60th percentile of the relevant. made once annual accounts for the financial year in question. peer group, will serve as the objective for determining Total. have been adopted by shareholders. The remaining part -. Compensation. Each year, the Supervisory Board will review. the Long Term Incentive Compensation (LTI) - will be paid in. Total Compensation levels to ensure that they continue to. the form of AEGON shares, calculated according to the fair. be competitive and provide proper incentives to members of. market value of one share at the start of that financial year.. the Executive Board.. Of these shares, 50% will be restricted for a period of four years and the other 50% for a period of eight years.. Total Compensation Structure. Target Total Compensation for Executive Board members. 3.5.2. will consist of a fixed component, as well as both short and. Company performance will be measured according to a. Performance indicators. long-term incentive compensation. The table below gives a. series of performance indicators that, together, will provide. target breakdown for each of these three components. The. an accurate and reliable reflection of the company’s. figures contained in the table detail the split between fixed. achievements against certain pre-determined targets.. and variable compensation as a percentage of Total Target Compensation. Variable Compensation Executive Board Positions. Fixed Compensation STI. LTI. CEO. 25 %. 25 %. 50 %. CFO. 40 %. 20 %. 40 %. Member. 35 %. 25 %. 40 %. March 2007. WorldReginfo - fc93eabb-82b5-48e7-8785-7ee5562e9e8a. 3.3.2.
(4) Compensation may only be adjusted to a level between. These performance indicators will be: ◆. ◆. Real net growth in operating earnings after tax, adjusted. 75% and 125% of the originally calculated entitlement.. for volatile items, as publicly disclosed in AEGON’s. The absolute maximum for the adjusted Variable. financial statements (‘OE’). Compensation as a percentage of target is therefore. in AEGON’s financial statements (‘VNB’) ◆. 187,5% (125% * 150%).. Growth in the value of new business, as publicly disclosed ◆. While it is theoretically possible under this system to arrive at a Variable Compensation of zero, the Supervisory. Total Shareholder Return (‘TSR’). Board has the authority, if justified by the circumstances, to grant a discretionary payment.. At the beginning of each financial year, a target will be set for each indicator. At the end of that year, a comparison. ◆. It should be noted that these discretionary adjustments. will be made between those targets and actual company. concern Actual Variable Compensation only, not Fixed. performance. Variable Compensation in any specific financial. Compensation.. year will then be calculated according to the results of this assessment. Matching the pre-set performance indicators. 3.6. Pensions. will deliver 100% of the initially calculated entitlements. Out-. Executive. performance will, however, see these entitlements increase. arrangements and retirement benefits in line with local. up to a maximum of 150%. For this calculation, the ‘additive. practices in their countries of residence and consistent. method’ will be used. i.e. targets are set and performance. with those provided to executives of other multinational. assessed for each separate indicator, independently of the. companies in those countries.. Board. members. will. be. offered. pension. targets and performances of other indicators. 3.7 Discretionary adjustments. The Supervisory Board will have the authority to make. based on their contractual. adjustments to the Variable Compensation, at its discretion.. and comparable arrangements for executives of other. Implementation of these adjustments will be as follows:. multinational companies.. ◆. ◆. ◆. Should the Supervisory Board decide that AEGON’s short-term or long-term business is being impacted by. The company will not grant Executive Board members any. significant and exceptional circumstances that are not. personal loans, guarantees or the like, unless in the normal. reflected in performance indicators, it may set up an ad. course of business and on terms applicable to all personnel,. hoc committee to consider possible adjustments.. and only with Supervisory Board approval.. This committee will consist of the Chairman of the Supervisory Board, the Chairman of the Audit Committee. 3.8. and the members of the Compensation Committee.. Employment contracts for new members of the Executive. The ad hoc committee will review all circumstances. Board shall contain a notice period of three months for the. in detail and document its findings. If the committee’s. Executive Board member and six months for the company.. analysis. initial. Termination arrangements will conform to the Dutch. assessment, the committee will then put forward a. corporate governance code and Dutch law. Existing rights of. proposal to the Supervisory Board to adjust Variable. current Executive Board members will be respected.. confirms. the. Supervisory. Board’s. Compensation. ◆. agreements, local practices,. To reflect exceptional circumstances, the Variable. March 2007. Termination of Employment. WorldReginfo - fc93eabb-82b5-48e7-8785-7ee5562e9e8a. 3.5.3. Benefits and Other Arrangements. Executive Board members will receive other benefits.
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