Aegon : Board Regulations

Aegon Ltd. Board Regulations

Contents

• 1 Board composition; Appointment; Board Profile

  and diversity & inclusion 3

• 2 Responsibilities of the Board; Board exclusive duties;

  Delegation of authorities 4

3 Chief Executive Officer 6

4 Chairperson, Vice-Chairperson and Secretary 7

5 Non-executive committees of the Board 8

6 Board meetings and decision-making 9

7 Conflicts of interest 11

8 Board evaluation 12

9 Remuneration of Directors 13

10 Introduction program, ongoing training, and education 13

11 Positions outside the Company 13

12 Holding and trading of securities 14

13 Internal audit function 14

14 External Auditor 14

15 Confidentiality 15

16 Miscellaneous 16

Schedule 1

Schedule 2

Schedule 3

Schedule 4

Schedule 5

Schedule 6

Definitions 17

Board exclusive matters 20

Board Profile 22

Independence requirements 25

Retirement schedule 27

Diversity and inclusion policy 28

2

These regulations (the "Board Regulations") serve as an important framework for the corporate governance practices of the Board of Directors (the "Board") of Aegon Ltd. (the "Company") and shall assist the Board in carrying out its corporate governance responsibilities effectively.

The meaning of certain capitalized or uncapitalized terms used in these Board Regulations is set forth in the List of Definitions attached as Schedule 1.

1

Board composition; Appointment; Board Profile and diversity & inclusion

• 1.1 Board composition

• 1.1.1 The Board determines the number of Directors after consultation with the Chief Executive Officer and shall have a minimum of one (1) Executive Director and seven (7) Non-Executive Directors. The Board should comprise a majority of Non-Executive Directors.

• 1.1.2 The composition of the Board must be such to enable the Directors to discharge their responsibilities and provide effective leadership to the Group and at least a majority of the Directors must be independent within the meaning of Schedule 4.

• 1.2 Appointment of Directors

• 1.2.1 The Directors are appointed by the General Meeting in accordance with the Bye-Laws.

• 1.2.2 The Board nominates one or more candidates for appointment after careful consideration, taking into account the diversity and inclusion policy. Any nomination or recommendation by the Board for appointment or reappointment of a Director must be in accordance with clause 1 and the Board Profile (as defined below). On reappointment, account must be taken of the candidate's past performance as a Director. Only candidates that meet the relevant regulatory requirements for appointment as a Director will be nominated for appointment.

• 1.2.3 Each Director shall be elected at a general meeting of the Company for a term ending at the conclusion of the annual general meeting held in the fourth (4th) calendar year after the election unless a shorter term is set out in his nomination. A Director may be reappointed upon expiry of his term.

• 1.2.4 Directors shall retire periodically in accordance with a retirement schedule to be drawn up by the Board in order to avoid, as far as possible, a situation in which many Directors retire at the same time. The current retirement schedule is attached as Schedule 5.

• 1.2.5 The Board shall ensure that the Company has a plan in place for the succession of Directors that is aimed at retaining the balance in the requisite expertise, experience, diversity, and independence.

• 1.3 Board Profile; Diversity and Inclusion Policy

• 1.3.1 The Board shall prepare a profile of its size and composition, taking account of the nature and geographic spread of the Company and its affiliated enterprise (the "Board Profile"). The Board Profile shall address:

  • (a) the desired expertise and background of the Directors;

  • (b) the desired diverse composition of the Board as expressed in the diversity and inclusion policy; and

  • (c) the size of the Board.

• 1.3.2 The current Board Profile is attached as Schedule 3.

• 1.3.3 The Board shall draw up a diversity and inclusion policy for the Board setting out diversity requirements and targets applicable to the Board. The current Diversity and Inclusion Policy is attached as Schedule 6.

2

Responsibilities of the Board; Board exclusive duties; Delegation of authorities

• 2.1 Responsibilities of the Board

• 2.1.1 The Board manages and conducts the business of the Company and is responsible for the general affairs of the Company, which includes setting and evaluating the Company's strategy, management's policies, and the effectiveness with which management implements its policies and overseeing compliance with legal and regulatory requirements.

• 2.1.2 The Board has the powers, authorities and duties vested in it pursuant to Bermuda law and the Bye-Laws.

• 2.1.3 The Directors shall act honestly and in good faith with a view to the best interests of the Company and to exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances. In discharging that obligation, the directors should inform themselves of all relevant information reasonably available to them.

• 2.1.4 In the exercise of its duties the Board shall take into account (among other matters) the long-term consequences of decisions, sustainability, environmental, social and governance (ESG) priorities of the Company, the Company's reputation, and the interest of all corporate stakeholders, including, amongst others, the Shareholders, the Company's employees, business relations, policyholders, relations with regulators, and other groups, directly or indirectly, influenced by the business of the Company, all in the broadest sense ("Stakeholder Interest").

• 2.1.5 For the purposes of a Director's duty to act in the way he considers, in good faith, is in the best interests of the Company, the Director shall not be required to regard the benefit of any particular Stakeholder Interest or group of Stakeholder Interests as more important than any other.

• 2.1.6 Notwithstanding the duties of any Director set out in these Board Regulations, each Director acting in his or her capacity as such shall at all times act in accordance with his or her fiduciary duties under Bermuda law.

• 2.1.7 Each Director has access to the books, records, and offices of the Company in so far as required or as is useful for the proper performance of his duties. A Non-Executive Director shall exercise this right in consultation with the Chairperson and the Secretary.

• 2.1.8 The Directors shall externally express concurring views with respect to important affairs, matters of principle, and matters of general interest, without jeopardizing the responsibilities of individual Directors.

• 2.1.9 Each Director may request that any matter be discussed by the Board.

• 2.2 Board exclusive duties

• 2.2.1 Those powers, authorities and discretions of the Board that have not currently been delegated pursuant to clause 2.3 and which remain exclusively within the remit of the Board include:

  • (a) reviewing and adopting (any material amendment to) the Company's strategy and strategic plan, including the annual capital budget and allocation;

  • (b) reviewing the risks of the Business and the evaluation by the Board of the structure and operation of the internal risk management and control systems;

  • (c) reviewing and approving (any material amendment to) the (annual) business plan and the medium-term plan of the Region to the extent that it relates to the Group Budget;

  • (d) reviewing and approving (any material amendment to) the Group Budget;

  • (e) receiving, considering, and approving reports from the committees of the Board; and

  • (f) the matters set-out in Schedule 2.

• 2.2.2 The Chief Executive Officer shall not participate in the deliberations and decision-making process of the Board regarding:

  • (a) the nomination for election of Directors, the suspension of Directors, and proposals to the General Meeting regarding the suspension or dismissal of Directors;

  • (b) the designation of the Chairperson and Vice-Chairperson pursuant to clause 4.1.1;

  • (c) the annual evaluation of the performance of the Chief Executive Officer;

  • (d) determining the remuneration and other terms of service of the Directors;

  • (e) proposing the appointment of the Auditor to the General Meeting; and

  • (f) such other resolutions as specified in the Bye-Laws or these Board Regulations.

• 2.3 Delegation of authorities

• 2.3.1 Subject to the exclusive duties of the Board referred to in clause 2.2 and subject to the control of the Board, the Board has delegated to the Chief Executive Officer all powers, authorities and discretions relating to the day-to-day-operations and general business and affairs of the Company and the Business, and specifically those matters set out in clause 2.3.2, including the power to sub-delegate any such powers, authorities and discretions.

• 2.3.2 In particular, the Chief Executive Officer is entrusted with all of the Board's powers, authorities, and discretions (including the power to sub-delegate) in relation to the operational running of the Company, particularly (but without limitation except where specifically provided) powers, authorities, discretions as to such matters as:

  • (a) the operational running of the Company and the Business;

  • (b) developing the Company's strategy for consideration, determination and approval by the Board and the implementation of such strategy;

  • (c) profit responsibility of the Company and the Business; and

  • (d) managing performance of the Business.

• 2.3.3 The Board oversees the execution of its responsibilities and delegated powers, authorities and discretions by the Chief Executive Officer and any other person or committee to which the Board has delegated any of its duties and responsibilities, and is ultimately responsible for the fulfilment of the Board's duties by them.

3

Chief Executive Officer

• 3.1 Designation

  The Board designates the Chief Executive Officer from among the Executive Directors; if there is only one Executive Director, such Executive Director shall be the Chief Executive Officer.

• 3.2 Responsibilities of the CEO

• 3.2.1 Under the delegated authorities by the Board as set out in clause 2.3, the Chief Executive Officer is responsible for the day-to-day management and general business and affairs of the Company and the Group.

• 3.2.2 The Chief Executive Officer shall in a timely manner provide the Board and its members and Committees with the information needed to function and to discharge their duties properly.

• 3.3 Executive Committee

• 3.3.1 The Chief Executive Officer may establish an executive committee to assist the Chief Executive Officer in the execution of his duties.

• 3.3.2 Each Executive Director shall be a member of the Executive Committee. In addition, the Executive Committee shall have such members as appointed to the Executive Committee by the Chief Executive Officer, following consultation of the Board.

• 3.3.3 The Chief Executive Officer determines the roles and responsibilities of each of the members of the Executive Committee, other than an Executive Director.

• 3.3.4 The members of the Executive Committee, other than an Executive Director, can be suspended or dismissed from the Executive Committee by the Chief Executive Officer, following consultation of the Board. The Chief Financial Officer and the Chief Risk Officer are only appointed and dismissed by the Chief Executive Officer after approval by the Board.

• 3.3.5 The Chief Executive Officer determines the remuneration and other terms of employment of the members of the Executive Committee, other than an Executive Director, in line with the Global Remuneration Framework.

• 3.3.6 The Chief Executive Officer may establish a charter for the Executive Committee, which will be adopted or amended following consultation of the Board.

4

Chairperson, Vice-Chairperson and Secretary

• 4.1 Chairperson and Vice-Chairperson

• 4.1.1 The Board designates, on recommendation of the Nomination and Governance Committee, one of the Non-Executive Directors as Chairperson and one of the Non-Executive Directors as Vice-Chairperson in accordance with Bye-Law 28.1. The Chairperson shall be independent pursuant to Schedule 4.

• 4.1.2 The Chairperson monitors the proper performance of the Board and the Committees.

  The Chairperson determines the agenda, taking into account any requests made pursuant to clauses 2.1.9 and 6.1.4, and chairs the meetings of the Board and in his role as Chairperson ensures the orderly and efficient conduct of the General Meeting. The Chairperson's duties include:

  • (a) leading the Board and facilitating discussions and effective decision-making in the Board;

  • (b) ensuring that information required for the Board's duties is provided timely and is accurate;

  • (c) serving as the main contact regarding a Director's performance and ensuring that the performance of the Board, the committees and the functioning of the individual Directors is assessed;

  • (d) ensuring that the General Meeting of Shareholders proceeds in an orderly and efficient manner;

  • (e) ensuring effective communication with Shareholders;

  • (f) ensuring that the Board is involved closely, and at an early stage in any merger or takeover processes; and

  • (g) ensuring that reported alleged irregularities relating to the functioning of the Board are received and decided on.

• 4.1.3 The Vice-Chairperson deputizes for the Chairperson and is the main contact on behalf of the Board regarding the Chairperson's performance.

• 4.1.4 If the Chairperson position is vacant or the Chairperson is unable to act, the Vice-Chairperson shall temporarily perform the duties of the Chairperson. If both the Chairperson and Vice-Chairperson are not present at a particular meeting of the Board, the Board shall appoint another Non-Executive Director to exercise the duties of the Chairperson during such meeting.

• 4.2 Secretary

• 4.2.1 The Board shall be assisted by the Secretary. The Secretary, in this capacity, shall be appointed and dismissed by the Board.

• 4.2.2 Notwithstanding the duties of the Secretary prescribed by the Companies Acts, the Secretary:

  • (a) ensures that the proper procedures are followed and that any statutory obligations and any obligations in relation to the functioning of the Board under Bermuda law, the Bye-Laws and these rules are complied with;

  • (b) facilitates the provision of information to the Board; and

  • (c) supports the Chairperson in the organization of the Board's affairs, including the provision of information, organization of meetings, meeting agendas, evaluation, and training programs.

• 4.2.3 The Secretary may delegate his duties under these Board Regulations, or parts thereof, to a deputy appointed by him in consultation with the Chairperson.

• 4.2.4 All Directors have access to the advice and services of the Secretary.

5

Non-Executive committees of the Board

• 5.1.1 The Board may from time to time establish permanent or ad-hoc committees from among the Non-Executive Directors and delegate any of its authorities to a committee in order to fulfil the purpose of the committee, provided this is done in writing. Such delegation may at all times be revoked by the Board.

• 5.1.2 As part of the delegation by the Board, a committee may be authorized to adopt resolutions regarding the matters that fall within the tasks and responsibilities delegated to it by the Board with due observance of the Bye-Laws, these Board Regulations, and the relevant committee charter.

• 5.1.3 The Board appoints the members of each committee. Each committee consist of at least three members. For each committee, the Board appoints a chairperson from among the committee members and, if deemed desirable, a secretary. The secretary does not need to be a Director.

• 5.1.4 The Board shall have in any event the following committees consisting solely of Non-Executive Directors, established on a permanent basis:

  • (a) the Audit Committee;

  • (b) the Compensation and Human Resource Committee;

  • (c) the Nomination and Governance Committee; and

  • (d) the Risk Committee.

• 5.1.5 All members of the committees referred to in clause 5.1.4 must be independent within the meaning of Schedule 4.

• 5.1.6 The Board shall establish a charter for each permanent committee and may amend these at any time.

• 6.3.5 If a question arises at a meeting of the Board as to the entitlement of a Director to vote or be counted in a quorum, the question may, before the conclusion of the meeting, be referred to the chairperson of the Board meeting and their ruling in relation to any Director other than themselves shall be final and conclusive except in a case where the nature or extent of the interests of the Director concerned have not been fairly disclosed. If any such question arises in respect of the chairperson of the Board meeting, it shall be decided by resolution of the Board (on which the chairperson of the Board meeting shall not deliberate or vote) and such resolution will be final and conclusive except in a case where the interests of the chairperson of the Board meeting have not been fairly disclosed.

• 6.4 Chairperson of the meeting

  The Chairperson shall preside as chairperson at every meeting of the Board. If the Chairperson is not present, the Vice-Chairperson shall act as chairperson of the Board meeting. If the Vice-Chairperson is not present, the Directors present may choose one of their number to be chairperson of the Board meeting.

• 6.5 Meeting location

• 6.5.1 Meetings are normally held at the Company's offices, but may also take place elsewhere.

• 6.5.2 A meeting of the Board may be held by means of such telephone, electronic or other communication facilities (including, without limiting the generality of the foregoing, by telephone or by video conferencing) as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such meeting. Such a meeting shall be deemed to take place where the largest group of those Directors participating in the meeting are physically assembled, or, if there is no such group, where the chairperson of the meeting then is.

• 6.6 Attendance

• 6.6.1 A Director is expected to regularly prepare for and attend meetings of the Board and the committees on which the Director sits, with the understanding that, on occasion, a Director may be unable to attend a meeting. A Director who is unable to attend a meeting of the Board is expected to notify the Chairperson in advance of such meeting, and, whenever possible, participate in such meeting via teleconference in the case of an in-person meeting or otherwise have himself represented by another Director. If a Director is frequently absent, this Director must account for these absences.

• 6.6.2 A Director may be represented at a meeting by another Director holding a proxy in writing. The existence of such authorization must be proved satisfactorily to the Meeting Chairperson.

• 6.6.3 Attendance of the meeting by persons other than Directors or the Secretary at Board meetings is at the discretion of the Board. The Auditor may attend the Board meeting at which the Auditor's report on the audit of the financial statements is discussed.

• 6.6.4 The Secretary ensures that adopted resolutions are communicated to Directors not present at the meeting without delay.

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AEGON NV published this content on 20 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2024 10:22:04 UTC.