Good morning, everyone. Lovely day here in The Hague. Warm welcome to the NN Group Annual General Meeting. On behalf of my colleagues in the Supervisory Board and the Management Board, I hope you're all doing very well today. I'd like to officially open today's meeting, which is, again, a hybrid event. We're presenting and broadcasting you from our offices in The Hague. Welcome to our shareholders present in the room here with us, but also to those who are joining us virtually. With me here today, on the podium are Pauline van der Meer Mohr, Vice Chair of the Supervisory Board and Chair of the Supervisory Board's Nomination, Remuneration, and Governance Committee; NN Group CEO, David Knibbe; and NN Group CFO, Annemiek van Melick.
I would also like to introduce you to Robert Jenkins, member of the Supervisory Board, nominated for reappointment, and Janet Stuijt, Company Secretary and member of the Management Board as General Counsel. Robert and Janet, just... Okay, there you are. We see them here. Other members of the Supervisory Board and the Management Board are either in the room with us today or are following the meeting via the webcast. In addition, I'm pleased to welcome and introduce you to three other guests. First, our external auditor, Dick Korf, representing KPMG. There he is. You've seen him before. Second, our notary, Manon Cremers of Stibbe, who will cast all votes on the basis of the electronic proxies with voting instructions granted to her. And lastly, Koos Timmermans, who's been nominated for appointment as Supervisory Board member.
Before we start, I'd also like to give a special welcome to the representatives of NN Group's Central Works Council. We have here with us today Jaap Engberts, who's Chair of the Central Works Council, Geke Gabbert, and Dirk Stump, who we also see on a regular basis in our ongoing meetings. As you hear, I'll chair this meeting in English, and all the other speakers today will also be presenting in English. If you prefer to follow the Dutch translation of the meeting via headset, and you've not yet been provided with one, please raise your hand. The webcast is also available in both English and Dutch, so all shareholders attending virtually will also be able to listen to the meeting in their preferred language. Now, a few formal announcements. The shareholders have been convened in accordance with applicable law and the company's Articles of Association.
The general meeting is thus able to validly adopt resolutions. I note that no shareholders have submitted proposals to be included on the agenda. Let's see if we can go... There we go. At the record date, which was the twenty-sixth of April, 2024, the issued share capital consisted of 285 million ordinary shares. At that date, 11,864,297 ordinary shares were held by NN Group itself, so no votes can be cast on those shares. As such, altogether, 273,135,703 votes are eligible for casting today. A little bit later on in the meeting, I'll inform you on the present and represented share capital prior to the first voting item.
I'd also like to note that this entire meeting will be recorded in order to be able to facilitate minuting of the meeting. Just a few other comments before we start. I'd like to briefly elaborate on the procedure and the order of the meeting. Shareholders were given the opportunity to submit questions on agenda items in advance of the meeting. Today, you may ask questions during the meeting. If you'd like to ask a question, please make your way to one of the microphones. Before asking your question, please first state your name and the organization you represent, if any, so that these can also be properly included in the minutes. Some of the voting items today will be briefly summarized. An extensive explanation of these items is included in the convocation letter, which you've all received.
The proposals that will be put to a vote today regard the full proposals as included in the convocation letter. Similar to last year, and in line with usual practice for hybrid meetings, votes can be cast at any time during the meeting. As you can see on your voting device or on the online voting platform, voting is actually already open, and you'll be able to continue voting until the close of the agenda item 13, which is the last voting item on the agenda. Voting results, therefore, will only be shown at the very end of the meeting. For reasons of efficiency, we'll combine some agenda items. That means that we'll first explain each of the combined agenda items, after which shareholders will then be invited to ask any questions they may have.
Shareholders who are present today in person and who have received a mobile voting device, please keep this device with you at all times and only hand it in upon final departure. Instructions for the use of the mobile voting device and/or voting on your personal device are included in the presentation. If you're no longer logged in or should you need help, please raise your hand, and we'd be happy to assist you. I'd like to remind you, shareholders are requested not to make photos, video recordings, or audio recordings during this meeting. And lastly, may I please ask everyone in the room to please put their phone on silent mode? So I'll pause for just a second, and I will demonstrate that myself. Okay, thank you for those administrative matters. Let's now turn to the first matter on the agenda, which is agenda item two.
Agenda item two regards the discussion of our 2023 annual report, and I'd like to give the floor to David Knibbe, the CEO of NN Group, as well as Annemiek van Melick, CFO of NN Group. David will discuss the annual report and also elaborate on the progress that's being made on the company's strategy, as well as its plans to address climate change, its Net Zero ambitions for 2050, as well as intermediate targets, and the progress that we've made in 2023. Annemiek will then look back on the financial results in 2023. I'd like to remind you that the actual adoption of the annual accounts for the financial year 2023 will be addressed as agenda item 5.a, a little bit later today. With that, I'll turn over to David.
Yes. Thank you, Dave, and good morning, everyone, and welcome at NN Group. Thanks for attending today's shareholder meeting here in The Hague, either personally or virtually, and it's good to see you all here. I will start with a short recap of the year and share with you the major achievements and challenges. Our CFO, Annemiek van Melick, will then explain how this resulted into our strong financial performance in 2023, and then I will close off with some final remarks. In 2023, we saw continued macroeconomic and geopolitical uncertainties, driven in part by the ongoing war in Ukraine and the Hamas-Israel conflict. These uncertainties continue to impact the lives of many. In this environment, the insurance industry has an important role to play. It is our role to help safeguard the financial stability of households, companies by ensuring their risks.
I'm pleased to see that we fulfilled this role well in 2023, especially during the moments when it matters most: during an illness, retirement, or when a home is damaged by a storm. It reflects the strength of our business model and that we are able to deal with high levels of uncertainty. Now, let's focus on our performance of 2023. Overall, we continue to make good progress on our strategy, focused on customers, our people, and contribution to society. So let me share some examples. On customers, our customer satisfaction scores improved substantially. We saw underlying improvements in our Dutch business, but also in our international businesses, which for the first time scored an above-market average relational promotion score, Net Promoter Score. It shows that our efforts in customer engagement and digitalization are starting to bear fruit. So let me give you a few examples.
In our European insurance business, we continue to see an increasing demand for protection products. We are well-positioned to play an important role in the Dutch pension reform following the reform. We started preparations early. At the beginning of 2024, the first contracts were concluded and administered. To further improve the customer experience and increase operational efficiencies, we are deploying generative artificial intelligence in our call centers. We are also looking at other AI applications across our business, for example, in claim handling. On people, in this tight labor market, being an employer of choice is important and something we take very seriously. That's why we're pleased to see the engagement of our people remains high, with a score of 7.8. We also reported 40% women in our senior leadership positions, underscoring our efforts in diversity and inclusion.
In light of rapid technological developments, it is also important that our skills match our strategic needs. Across our markets, we are stepping up efforts to prepare our workforce for the rapidly evolving technological developments. For example, we started a program for senior management to build the data and digital capabilities needed for the future. The program will be further rolled out in the coming years for the wider workforce. On our contribution to society, supporting our communities is an important pillar of our strategy. In 2023, we reached our target to contribute 1% of our operating result before tax to our communities. Going forward, we will keep investing in our communities and aim to support the financial, physical, and mental well-being of 1 million people by 2025.
Looking at our impact on the environment, we took some important steps in our climate ambition with new targets and investments. We have had a climate action plan since 2022, which describes how we aim to reduce greenhouse gas emissions to net zero in our operations by 2040, and our proprietary investment and insurance underwriting by 2050. In July 2023, we published an update of the plan with additional measures, such as a further tightening of our stance on proprietary investments in the oil and gas sector, to also include conventional and oil and gas activities. We also announced our first interim net zero targets for our residential mortgages and insurance underwriting portfolios. Next to these long-term goals, we are taking actions with shorter timelines.
On the investment side, we have invested a total of EUR 10.8 billion in climate solutions, such as certified green buildings and renewable energy. We also reported a 10% reduction of our greenhouse gas emissions in our corporate investment portfolio, moving us towards our goal of a 25% reduction in 2025 versus the 2021 levels. On the insurance side, our Dutch non-life business increasingly focuses on offering sustainable damage repair to our customers. The world is clearly not on track to meet the targets of the Paris Agreement, so it is understandable that companies receive questions on their plans and targets. Of course, collaboration with peers, other industries, and governments remains crucial, as we can only address the climate change together. Unit linked.
Also, at the start of the year, we announced a major milestone with the final settlement with the interest groups on the unit-linked insurance products. This settlement was an important result for everyone involved in this long-standing issue, primarily for our customers, but also for our other stakeholders, including shareholders. We have taken the criticism that certain products did not meet our customer expectations seriously. With this settlement, we provide clarity to our customers, and we can finally resolve this issue. We recognized a provision of approximately EUR 360 million in the fourth quarter of 2023, which included EUR 60 million for hardship cases and customers unaffiliated with one of the interest groups who have not previously received compensation. In addition, approximately EUR 20 million is available for these customers through the remainder of a provision recognized as part of the 2008 settlement.
Overall, we reported good progress, which led to a strong commercial and financial performance. For more insights on this, I would like to hand over to our Chief Financial Officer, Annemiek van Melick.
Thank you, David. Let me take you through the highlights of the financial results in 2023. First of all, let's have a look at the business performance and how that translated into operating capital generation, or OCG, as we abbreviate that. This metric is a proxy for the operating capital our underlying business generated, i.e., for instance, the capital generated by investment result based on long-term investment assumptions, and by our actual underwriting results. This business performance has been strong, with our 2023 OCG coming in at EUR 1.9 billion for the full year, up 13% versus 2022 on a like-for-like basis, and already above our 2025 target of EUR 1.8 billion euros. Within this result, we really appreciate the strong performance of Netherlands Non-Life, NN Bank, and the continued growth we see in Insurance Europe.
It also adds to further diversification of the group. In line with the increased OCG, we also see an increase of free cash flow, which resulted in EUR 1.4 billion, as you can also see on the slide. I would further like to highlight our solid balance sheet with a reported solvency ratio of 197%, despite the negative impact of elevated mortgage margins we experienced at the end of 2023. We're satisfied with the improved quality of our solvency ratio. Due to the higher interest rates, we're less dependent on the benefit of the so-called ultimate forward rate or the UFR. We have reduced our longevity risks by executing two attractively priced longevity transactions, and we've reduced our risk towards interest rate steepening.
The removal of the uncertainty around the unit-linked impact due to the settlement David just alluded to also improved the quality of our solvency. Now, swapping from the solvency-related metrics, like OCG and the solvency ratio itself, towards the IFRS metrics, operating result, and net results. This annual report is the first report we actually publish under the new accounting standards, the new IFRS 17 and 9 accounting standards. As already indicated last year, IFRS 17 will not impact our main targets, which are operating cash flow generation and free cash flow, nor will it impact our capital return. It is, however, good to know that we absorb the robust momentum displayed in our OCG, the Solvency II base metric, as well as in our operating result, the IFRS metric. Our net result decreased compared to 2022.
This was driven by the EUR 1.1 billion gain from the sale of NNIP that was included in the 2022 full year result. The net result has increased if you would exclude that, mainly driven by financial markets having a less adverse impact compared to last year. Now, based on the strong business performance and the resilient balance sheet in 2023, we have enhanced our proposition for investors. Firstly, we increased our OCG target for 2025 from EUR 1.8 billion to EUR 1.9 billion. Our strong OCG in 2023 did include a particularly favorable business environment in some segments, and it also benefited from benign weather in our non-life business. This basically means we did not see a lot of large storms or floodings.
While we do expect this return to normalized levels, we also expect the underlying growth to continue, and hence we feel comfortable in raising our OCG target to EUR 1.9 billion. Now, the key drivers for the EUR 100 million upgrade in OCG are, one, the continued underlying strong performance of our non-life business, which we expect to outperform on its original target that we set two years ago... and two, the sustained strong delivery of NN Bank, where OCG has benefited from both higher net interest income and a lower new business strain. Secondly, if you would look at our robust balance sheet, which I already referred to on a previous slide, and a strong business performance combined, these have also further increased our confidence in free cash flow generation.
As such, we introduced an explicit free cash flow target for 2025 of EUR 1.6 billion, which is roughly EUR 100 million higher than the implicit guidance we gave at our Investor Day in 2022. This reflects higher remittances from Netherlands Non-Life, from the bank, and a continuation of growing remittances out of Insurance Europe. So it's now an explicit target, it's at a higher level, and it is more diversified in nature. Based on these developments and our strong commitment to deliver a sustainable return to shareholders, we return this additional EUR 100 million of free cash flow to you, our shareholders.
We do so by raising the dividend per share over 2023 by 15% versus 2022, resulting in a total dividend of EUR 3.20 per share, and by increasing our recurring annual buyback from EUR 250 million to EUR 300 million. We will continue to focus on capital return within our shareholder proposition. If our group solvency ratio is sustainably above 200%, we will consider additional shareholder returns unless used for other value-creating opportunities. On the last slide, you can see that we've consistently delivered on these capital return promises, as evidenced by our track record since the IPO in 2014. We have returned over EUR 10 billion to our shareholders since then. With the just explained step-up in capital return, we show our commitment to continue to do so.
Going forward, our normal capital return policy applies from the higher base we announced. The absolute amount available for dividend should grow in line with our long-term free cash flow ambition of mid-single digits. The effect of the minimum annual share buyback of EUR 300 million works as an additive feature to the dividend per share trajectory. Together, this should result in a dividend per share growth of approximately 8% per annum. Excess capital will be returned to shareholders unless it can be used for value-creating opportunities, like we've done in the past. For instance, by using the gain from the sale of NNIP, our asset management business, which was partly used to fund the yield to shareholders via an additional share buyback. This concludes the financial highlights for 2023, and with that, let me hand over back to David for a wrap-up.
Yes. Thank you, Annemiek, and let me close off. It is our ambition to be an industry leader known for customer engagement, talented people, and contribution to society. We have made significant progress since the launch of our strategy in 2020, created a strong foundation for long, sustainable growth. At the same time, there are areas where we need to step up. We will put even more emphasis on further improving the digital customer experience and increasing operational efficiencies, with the aim to grow our business and stay financially, financially healthy in the future. And as I said, climate remains high on our agenda for the short and long term, with clear targets, but also clear execution and results. Ultimately, it is our purpose to help people care for what matters most to them and support them in their financial well-being.
By investing the insurance premiums from our policyholders with a long-term horizon, we play an important role in society and the economy, something we take very seriously, and it is deeply rooted in our values and culture. In closing, I wanna thank you, our shareholders, for your continued trust in NN. Thank you for joining us today, and we look forward to a good dialogue during this meeting, but also in the year ahead.
Thank you, David. Thank you, Annemiek. I'd like to now give the shareholders in the room the opportunity to ask questions regarding the annual report, as well as the presentations just made by both Annemiek as well as David. Once again, if you have questions, I'd like to ask you to move to one of the microphones. Please start by indicating your name and the organization you represent, if any. I see first question over there. Please, sir.
Yep. Am I the first? All right, great. Good morning, everyone. Thanks, Mr. Chairman. My name is Jelena Gaillard. I work for PGGM. I'm here today on behalf of Eumedion and some other participants. My first question is to the CEO on the NN Group's climate strategy. I've read that later this year NN will update its climate plan again. Can you already give us a sneak preview? Can we expect more insurance-related reduction targets, for example, for motor vehicles or other categories?
Well, I think this is clear for you.
Yeah.
Yeah.
Yeah, thanks for the question. I think the... I think there's two items that obviously are very big: is there any additional targets that we can set? But I think there's also gonna be a lot of emphasis on how to achieve actually these targets. I think we debate a lot on the targets, but we all know that 2025 and 2030 is actually coming pretty soon, and I think we're also the generation here that needs to deliver actually on these targets. So it will be a combination of where possible, if we can see some initial targets. One of the things we will, for example, come out with is targets on biodiversity in 2024.
But, you know, it will be a combination of that with also a focus on execution.
... Right. Okay, and those targets on biodiversity, will they cover the investment portfolio or?
Yeah, so we have, so biodiversity, yeah, I think for everybody is obviously a very important topic. It, it's becoming more and more pressing. I think truth be told, it's also not probably as developed as some of the carbon methodologies on how to measure it.
Mm-hmm.
There's still more of a debate on how do you actually measure this. We're starting to see good examples, eh? So in our approach, for example, if we're involved in real estate and new buildings or new constructions are being built, we can now have a conversation on what does that mean for the ecosystem around new buildings, around new infrastructure. In the past, we signed, of course, the pledge for biodiversity. At beginning of this year, we came out with a white paper, and for this year we will come with actual targets.
Okay.
We will report on that in 2025, on the actual outcome of that.
Yep, good to hear. Thanks.
Thank you. I think I may apologize. I missed at microphone one, so please.
No problem. Thank you. Good morning. My name is Florine Kist , VEB, Dutch Association of Investors for Sustainable Development. I would like to thank you for the constructive dialogue we had prior to this AGM. And based on the dialogue, I would like to ask three questions. My first question relates to the CSRD, of course, a major project for all companies. My question is: to what extent do you expect to be compliant with CSRD in 2025? And what are some of the remaining challenges in this area?
You want to go ahead with-
Oh, yeah
... all three?
Sure.
Okay, thanks.
Then the second question is quite similar to the previous one. It relates to biodiversity. We were very pleased to read about the white paper. It has quite ambitious goals in it, and then wants to contribute to halting and reversing the loss of biodiversity. How will you translate these ambitious goals to implementation? And could you perhaps give some examples of concrete measures that you are taking to contribute to this goal? Then the third question is on stakeholder engagement and lobbying. We read the recently published policy on stakeholder engagement, in which it is also stated that NN is very vocal about important upcoming legislative issues.
So our question is: do you also monitor how industry associations and trade organizations, what their positions are on the relevant legislative issues?
Thank you very much.
Yeah.
Now, I think I'll turn over to you, and probably let you-
Yeah
-take all, all three.
Yeah, sure. Yes, on CSRD, yeah, so CSRD obviously is the new legislation that is coming out, and that we will be reporting on. Yes, we will be reporting that in March 2025, and that will be what we call a compliant-
Mm-hmm
... annual report. Points phase in over time, and we will be using that. Because to be honest, it's all very new, and some things, it's still trying to figure out exactly what it means because the legislation is clear, but how to translate that for insurance is sometimes a bit more work. But the report will be in line with the regulation. Well, the challenges, I think I just mentioned, the insurance is a special field, and not all regulation is already geared to that. So exactly how do you calculate things is still work in progress, but I'm actually pretty optimistic on the report.
I also still think despite that, you know, none of us is particularly always looking forward to more regulation, I am happy that there is a more objective measures coming, so it will be easier to compare companies on, you know-
Mm-hmm
... how much they're saying in this meeting and what they're actually doing. Yeah, on biodiversity, I think I already mentioned, it is an important topic. Examples, we joined a water initiative from Ceres to talk to companies on that, that use a lot of water in their production facilities on how to reduce the usage of water. Because, you know, we've seen all... We've all seen at times we have too much, and at times we don't have enough.
Mm-hmm.
Water, I mentioned already in infrastructure products, projects on how you can, you know, take into account not just carbon footprint, when there's obviously in Dutch media, a lot of talk when new infrastructure comes, is that still allowed? But now trying to take also the biodiversity into account when we're financing or we're investing in these type of projects. So that's becoming an increasingly important topic. Yeah, then on stakeholder, indeed, so we're an active member of Verbond van Verzekeraars, the Insurance Dutch Insurance Association, and VNO, which is the employer organization. Obviously, Tjeerd Bosklopper, who's in our team, is the chair of the Verbond, and myself, I'm active in the VNO bestuur.
Yeah, so there's quite a bit of lobbying, actually, that goes via these two, because in general, interests typically are aligned. But it is possible at times that there could be differences. You know, our own stance, our own reports, our own policies. So it's also important to know where we stand. But to be honest, in most of the cases, you know, the interests are quite aligned in lobbying.
Okay. Thank you.
Thank you. We'll go now to microphone two. Please state your name and organization, if any.
Good afternoon. My name is Kin Tse from Amsterdam. I'm a retail shareholder. I'll be speaking Dutch. Hope you understand what I'm saying. No problem?
... I read the annual report, and the beginning was fine, but then I ended up reading the business segments. And what struck me, as compared to previous years, was that everything is being described very concisely in the annual report. In previous years, for every segment, you had about two pages, and now on one page, you have two segments, two business segments. So for the rest, in 2023, all we have is the key figures, whereas in previous years, we would also have the analysis of the results. So I was wondering why we are getting so little information this time. That is my first question. Second question concerns Japan Life.
I understand that the value of new business has dwindled from EUR 148 to EUR 136, and new sales has also dropped, and the explanation is mainly driven by lower sales of cash value in insurance products, following a Business Improvement Order from the local regulator. Could you perhaps elaborate on that Business Improvement Order? Because, I must have missed that. I'm sorry. Thank you, Mr. Tse. Do you have another question? Yes, I do. I have a third question. Non-life motor insurance. It was in the news just recently that there are more claims because of crashes, because there are more cars, and that the non-life claims are higher because wages are higher and electronics is more expensive. I'm just wondering, what is the situation in the auto insurance segment in non-life insurance?
Yes. David, would you answer the question on Japan and non-life, and Annemiek, the segments, please?
Thank you for the-
Yes, thank you. Thank you for the questions. Yes, Japan, quite correct. We have what they call, we received a Business Improvement Order from the Japanese regulator. This is not a ban on sales, but it does mean that the regulator feels that a number of things need to be improved. We have to be reticent in terms of what that is, but it is a phenomenon that is quite common in the Japanese market. There are quite a number of parties that have dealt with this. And what this means in practice is that many, agents or distributors or brokers or whatnot, banks, are more reluctant to sell the, these products, during a Business Improvement Order. So for some time, we've seen that our sales have halved.
Now, we do not expect that to increase until we've left the Business Improvement Order behind us, and we're doing everything in our power to solve that. But we can't really give you a timeline because we are dependent on the Japanese regulator to that effect, that the expectation is that this year. In any case, this year, we'll be dealing with it and handling it, and then next year we'll have to wait and see what progress we can make. But it's not unique for NN. It happens quite commonly in the Japanese market. At the same time, obviously, this is something that we want to solve, and we'll do our best to do so. About automotive insurance, yes, there's a lot going on, and a lot has appeared in the news as well. Inflation, obviously, is an issue. Wages are increasing.
Repair costs, you know, in the past, when we needed to replace the mirror, you know, that wasn't that much money, but everything is now filled to the brim with electronics and sensors, so any repairs will be more expensive. Electric cars obviously involve other issues and then liabilities, the liabilities, ensuing from claims, et cetera. So, you know, it's whole compilation. On the other hand, this is not new. We had envisaged and anticipated this, and what we didn't want to do is increase the premium in one go, but to increase in tiny bits. So we've been increasing our premiums for a long time in tiny steps, so that our clients can absorb these price increases. And for now, the portfolio is okay, so it's not a loss-incurring portfolio.
But automotive still, and always is, a tough segment, and, we are relatively smaller in automotive vis-à-vis the market and larger in, home insurance. So it's not the most important portfolio that we have because, home insurance is important, but this is one of the things that we continue to monitor. And for our our clients, we try to keep things as steady as possible. Annemiek? Yes. First of all, compliments for having read our annual report so attentively. Excellent questions, and the questions that, you put to David were questions quite similar to the questions of, analysts. What we always try to do with our annual report is, on the one hand, try to be transparent, but also to try to put things into perspective.
In the past, we got a lot of feedback on the annual report and the press release, saying that we were giving a lot of information, there was a lot of repetition. So if we describe how at group level, how the OCG or the operating result has been affected and impacted, we highlight the most important factors. We didn't want to repeat things, because repeating things makes things unclear. So explanations that are quite obvious. Premiums have increased, the costs have decreased. You don't have to explain the ratio and things. So we sort of took that out, and we replaced it with information about the business itself in order to give you a clearer picture of the underlying businesses. So that was more or less a background of this decision.
Should you have any specific questions about the segments, you can always approach our IR colleagues. Well, for me, says Mr. Tse, the financial detox is... It's a financial detox. It's just that I'm not used to it. I'm not used to seeing so little financial information. Thank you. Chairman, thank you.
Questions regarding agenda item two? Yes, sir. Please state your name and organization, if any.
Yes, my name is Brian Faber. I'm representing myself. First of all, big compliments on the results. I have a question regarding Bitcoin. We see a lot of financial institutions, getting allocation to Bitcoin. My question is, David, what's your view on Bitcoin, and is the board also looking for opportunities in that segment?
Yeah. Yes, a question we get more often. I guess the short answer is that we're not looking at Bitcoin as an investment category today. Where we do what we call a strategic asset allocation, where we look at the risk profile of our business. It's a lot of it is in financial instruments, meaning bonds and fixed income instruments. Our equities exposure is very limited. But we have not. We don't have an allocation in Bitcoin today, and you know, nobody can predict the future, but I don't expect it in the near term either.
Okay. Thank you.
Thank you. Well, a known face, but still, your name and organization, please. Thank you.
Yeah. Good morning. My name is Keyner. I speak on behalf of VEB. Let me start also complimenting you on an excellent year. VEB and I, I also personally always hope that the company is doing very well. But in preparing for an AGM, I always hope to find things which are going very badly, so it's very easy to ask nasty questions. So I was a little bit struggling this year to find a lot of nasty questions. So I decided to focus more on things that would help me understanding your business better and also help me writing an article about it in the end. Actually, I've got six questions, so you kick me out of the room when you had enough of them. The first question relates to the non-life part of your business.
I remember very well Warren Buffett of Berkshire Hathaway always saying about non-life, the risk element: "We don't care if there's big risks, we just increase premiums, so we recover any... We're always profitable. We don't worry about that." I think he changed his tune a little bit the last couple of years, not only because he's become much older, but we already start feeling the impact of climate volatility. So I'm not preaching becoming more for climate. I assume that the rest of the world is not aggressive enough in addressing the issues. For sure, there's one thing: Whatever we've been doing the last couple of decades, we'll be feeling in the next decade for sure, even if we're very aggressive in addressing CO2 and so on.
Now, my question to you is: What kind of impact do you expect in the non-life portfolio as far as profitability is concerned, if climate, if the weather is becoming more and more volatile? To what degree do you think you can compensate for that by increasing premium prices, or to what degree is maybe the business becoming uninsurable so that the business, business disappears? So that would be the first question. Would you like me to continue with the other ones or maybe- because there's some topics are very different.
Please. Please.
Okay. The second thing concerns employees. You've got a very high employee engagement score, a little bit less than last year. So I assume, based on your presentation, that you're not very worried about that. It's still very high, 7.8. What did surprise me from your annual report, that on average, your employees are working 1.4 days a week in the office. That's a big gap. So I was wondering two things: How do you ensure that this doesn't come at a price, and that this price will be teamwork, of course, but also innovation, innovation on the long term? Because people need to see often each other, very often in the office, to come up with new ideas, and you may see the impact of this lack of innovation maybe in two or in five years.
So that will be the negative side. The positive side, well, if people are not that often in the office, maybe you've got plenty offices which you need to make redundant. So is there any kind of opportunity for you to decrease costs, or maybe you can sell some buildings or whatever? So I would be interested in that. Third question, and you just kick me out of the building if you had enough of me. You decided, and that's not a surprise, that's in line with earlier comments from your side, becoming more green and so on, also forcing your customers to be more green, but also making sure you're investing in a more responsible way. You decided to restrict investments in companies who have got an exposure of more than 30% in oil and gas business.
That's something which I can understand. I was wondering, to what degree could this decision of not investing in, in a big way into, oil and gas, to what degree could that decision impact or be at the expense of your customers or the pensions of your customers? And then something very nasty, that's really a difficult question for you, I think, to maneuver because that's the same topic. There has been a, a big focus on ESG, in the last years, starting, I think, in Europe and then flooding over to the US. But this pressure from the ESG point of view has been so strong that a counter movement is developing, especially in the US.
Now, we all want also the U.S. investors, the old-fashioned style of investors, are still considering and, and as an investment opportunity, instead of a company which may be, going too far on the left side, saying: "ESG, we have to make sure that the environment is protected," and so on and so on. How do you ensure that you still remain an attractive, investment case for U.S. institutional investors, who, to some degree, are fed up with the ESG development? I'm not saying I am, because I'm not, but I know in the U.S., the voices are changing. Yeah, I'll continue since I'm still here. Good news, you made some interesting and attractive transaction concerning longevity, which freed up a lot of capital. That was very good news.
Obvious question: Is there more low-hanging fruit in your balance sheet, where you can move risks away, so freeing up capital, and you can do interesting things with this capital, like increasing dividend or share buyback or buying in more interesting business than we already have? Yeah, some bad news. I read in the newspaper, I couldn't find it in your annual report. I saw that you lost ING as a distribution channel for some of your businesses, I think more small-sized businesses. Could you elaborate on the reasons why you lost ING as an important distribution channel? And is that—what is the financial impact midterm or long-term, or is it just we can neglect it, it's not that meaningful? Yeah.
Then, of course, I have to say something about it, and I know you hate me for that: customer satisfaction. I was raised, brainwashed, in the, well, end of the '80s and the '90s by an American company, and there's one thing which was number one, customer satisfaction. Number two was profit. And these two go obviously hand in hand. You make profit by making sure you deliver good products to your customers. Of course, and maybe unfortunately, you need capital for that, and you need people, you need employees to do that. So therefore, I always ask questions about customer satisfaction, also employee satisfaction. We dealt with the employee satisfaction. Customer satisfaction, you're making progress. That's at least something which you've been saying.
At least in three of your business units of your countries, you're still below where you would like to be, below market average. But you indicate in your annual report, you're you expect still to be on track for all businesses to score above market average in 2025. Could you explain where this optimism is, where average? In Holland, it is at market average, and in seven, it is either above or in line with market average. I'm not sure if this is five or six questions, actually, but.
No, this was 7.
Seven!
I actually counted seven.
Okay. Sorry.
But you're still here. You survived.
Thank you very much.
Uh-
Now I'm looking forward to the answers.
Okay, thank you very much. Then, I think I'll ask you-
Yep
... to just start and go through them, and then maybe at the end, wrap back around to Annemiek for one or two, if she would like to make comments.
Yeah.
Thank you.
Yeah. Thanks for all the questions. You know, the climate risk and what is there. It's a real challenge. I think so far, it's manageable. It means that we have assumed, given that the weather is more volatile, we have assumed more, a bit more storms, a bit more volatile weather, and that is assumed in our pricing. But there are increasingly concerns around insurability, and I think one thing that comes to mind is flood risk, for example. We've seen pretty bad floods again across Europe. We've seen it a few years ago in especially Germany, Belgium, and in the south of the Netherlands, in Limburg.
Overall flood risk cannot be fully carried by the insurance sector, and so one of the good things is, I think, that we're proactively talking with the government on how can we combine the current coverage by the government, which is, you know, if one of the main waterways would flood, like the Maas or the Rhine, it's actually covered by the government. If it's smaller, it's covered by insurance companies. How can we organize it that customers don't have to worry about this? That, you know, the claim handling will take place, customer will be helped, and maybe behind the door, we will sort out with the government exactly who is paying who is paying what.
You know, those conversations have been in a very positive attitude, but, you know, we first need to wait now for a new coalition to restart those conversations. So we are—you know, today, it's manageable. I don't think we have an insurability issue today, but, you know, if climate continues to impact our business, we need to take some forward-looking steps in dealing with flood risk, and these type of initiatives are ongoing to make sure that also in the future, we can, you know, our customers can continue to depend on us for protection. That's one. Employee engagement. Yeah, it's been an important target. In 2020, we launched it as a target. I think at that point, it raised questions on why is employee engagement so important.
I think by now the war on talent is very clear, and it's very important that we have a highly engaged workforce because it's a very tight labor market. Working from home is a difficult one. I mean, I personally also struggle every now and then. I think by now we're probably we have been increasing a bit, so probably on average, I think certainly in this market, we're probably at two days in the office; there are pluses and minuses. And I think the concern has more been around, you know, innovation, teamwork. What essentially is happening is now that people don't really come to the office to work anymore individually.
They actually come to meet with their team, to work on team projects, to work on more of the innovative type of work, and a lot of the actual more in-work that is done individually is often done from home. So I think that helps to address the concern that, you know, innovation and teamwork is not taking place anymore. There's also a clear plus: there's less traffic density, people don't have to spend hours in the car anymore or in public transportation. We're pretty sure if we would be more forceful in forcing people to come to the office five days a week, we're gonna lose people in this environment. A lot of people like working in teams for a little bit during the week and for a little bit working at home.
That, that combination helps us also to retain retain talent. So overall, I think this is a new reality. I think it's a new reality that we will be in, working like this. Impact on offices is big. In fact, we have already taken a lot of measures. You will see that also in Rotterdam, we occupy a lot less, space than, today. Also, in this building, over time, you will see that we will be mostly working on the other side of, here and not on this side anymore. You've already seen multiple companies here at the entrance. While back in the day, we were already pre-COVID at 0.6 person desk per person, so already we had less desks than people because there's holidays, there's people working from home, there's the teamwork.
Construction of building also changes a bit. Because of this teamwork, you essentially have less desks, but you need more meeting spaces. You need more spaces where people cooperate, and so the impact, there is some savings, but it's also the setup of the building is changing. We're doing some of the work here, all in a very sustainable way, but it's also done not only for sustainability but also a different setup of the building. You mentioned on oil and gas. I think it's a bit more nuanced in the sense that, we our goal is to invest in what we call front runners.
So we're not necessarily, and this is also always a controversial topic, we're not necessarily excluding an oil and gas company, but it has to mean that they need to commit not only to 2050, Paris Agreement, but they need to be having interim targets for 2025, 2030, and that's what we call investing in the, in the, in the front runners. And, and there's a whole area in between on aligning to Paris, committed to align. I mean, it becomes quite complex, but the, but the overall point is invest in the front runners that have a credible plan to get to net zero, instead of a blanket exclusion of a full sector. Now, is that costing return? Potentially. Potentially. I think, we, we exclude for many years tobacco, for example.
If the tobacco sector performs very well in a certain year, you know, that, that could have an impact on the pension. Now, obviously, we are very good investors, and we need to make sure that we mitigate all of that. But it is possible that in a certain year, certain sectors that you exclude or certain companies perform well in the stock market and, and therefore you could have gotten a bit more return. Overall, what we see is that customers are pretty happy with the returns that, that we're providing as a company, and I think overall, the investment policy has been successful. Your question on pressure ESG versus the US, I think it's a bit more nuanced. It, it's not that Europe is, is pro-ESG and the US is against.
Also in the US, we see quite a, you know, really two schools. One is very supportive of ESG, one is more against it. It's a fact of life. It means for us that we'll never find a way that everybody's happy, and that's why it's so important that we have our own policy, what we stand for. And I think we have... and I, I already mentioned it, I think we have very clear policies, what we stand for, very clear targets, and, yeah, you, you'd like to have the shareholders with you that support you in that.
But some might say you need to do more, others say you're doing too much, but this is the road that we have chosen and that we've a bit of increase actually from US investors lately in NN. Now, these things move over time, but I certainly this certainly has not led to a negative sentiment in the US towards towards NN as a company. Longevity. Indeed, we reinsure EUR 13 billion of longevity or langlevenrisico, as we say in Dutch, and move that off balance sheet. I think your question is: Is there more? Over time, yes.
In the short term, not, but over time, it is possible that when the pension book goes more into payments, so we have more pension participants that are actually receiving pension from us, you know, there might be more opportunities, smaller than the EUR 13 billion, but still—could still be attractive, but I certainly wouldn't expect that, this year. ING? No, we, we didn't lose ING. There was a very small SME tender that we for new business in Belgium, Romania, Spain, Poland, Turkey. All of these markets, we still have a good cooperation with ING, but it is very normal for banks to do RFPs. So every so often years, they will go through...
You go through an RFP process, and, and at some point, you could lose, maybe a cooperation in a country, but we work with a lot of banks, and we have Piraeus Bank, we have, cooperation with in Greece, we have Erste, Moneta. We recently have a very good cooperation with, in Czech now. So this is just an ongoing market, but overall, I think the cooperation with ING is, is going well. Then finally, on Net Promoter Score, yeah, we had quite a conversation last year where you said: "Well, I'm not so convinced on your progress," and, I'm a bit more, at that point, I said, "You know, I'm, I'm a bit more optimistic than, than you are." I think the good news is we've seen significant progress.
We moved from three countries that were significantly above the market to six. In the Netherlands, we say we're on the market. The biggest challenge is on retail. Actually, the SME market, which is our largest market, we are already above. Of the three that are below, you know, we've seen obviously the Q1 results, and, you know, there's good reason to believe that some of them will also get out of this, and will at least go to in line with the market, hopefully above by the end of the year. So I continue to see a positive trend, but you're absolutely right, 2025 is, you know, not that far away anymore. So it will be a real positive, and not just on relationship NPS, but more importantly, in what we call transactions.
So we measure the satisfaction of transactions, and if you do enough positive transactions, then over time, the relationship number moves, and we see already the transactional NPS moving. So that's the reason for optimism that that over time will translate also into a relational NPS.
Well, number one, thanks for all these very clear answers. There's one topic which I would like to maybe get a little better clarification or maybe put a little different nuance on that. That has to do with the ESG. I wasn't claiming that Europe is pro-ESG-
and the U.S. is against. Also, the U.S. has been this very, very strong movement.
Yeah.
I think the movement has been so strong that a counter movement has been developing as well. This counter movement, however, is having more impact than we may have all been hoping for. The counter movement has been ensuring that BlackRock is stepping back. It also ensures that the big oil companies or even the European ones are also slowing down their commitments compared to what they've been doing, just been saying at least one or two years earlier, if it's BP or Total. Shell is a very, very clear example. Even if you're saying we're looking at the front leaders and so on, it seems to me, by definition, you're excluding the big oil majors, all of them. And that's a bigger impact as far as potential investment returns than just excluding tobacco companies. It's a very serious and important sector.
So that's probably a different nuance than what I've been understanding from your answer.
I think that's right-
There's not much left to be invested in if you're talking about conventional oil and gas.
Yeah. I think that's right. If oil companies, and some of the oil majors, if they would don't have credible plans to get to net zero, we would not be investing in them. And there's gonna be times that that is positive for the return, and there's maybe times when these companies perform well, that it's not so positive. And I think that is a consequence of some of the choices that we make, and but these are also the choices that we stand for. We don't think we should continue to support companies, as a long-term investor if they don't come up with credible plans to get to a... I mean, we just talked about the impact on non-life. We all see the weather, we see everything, we see it happening.
So, this is the consequence of some of these decisions.
Thank you very much.
Thank you. Annemiek, would you like to add anything?
I think David covered most of it.
Perfect. Thank you. I don't see any other questions at this point, so I'd like to close this agenda item and move to agenda item three, which is on corporate governance. This item covers an explanation of the NN Group corporate governance structure, as well as our compliance with the updated Dutch Corporate Governance Code in financial year 2023. The updated code was published on the 20th of December 2022, and was embedded in Dutch law as per the 1st of January 2024. As a result of this, Dutch companies, Dutch-listed companies, must render account of their compliance with the code and the report of the management board for the financial year 2023. Some, but not all, of the important points, focus points of the updated code are creation, diversity and inclusion, as well as the role of shareholders.
Now, the governance of the NN Group was largely already in line with the updated code provisions. But of course, we've reviewed the updated code to identify the topics which needed further implementation or a little bit of refinement or sharpening. As part of the process of implementing such topics, the charters of the boards have been updated. In addition, new policies were prepared, such as diversity and inclusion policy for the boards and senior management, and the stakeholder engagement policy. All these policies are available on our website to our shareholders. Since the 31st of December 2023, the NN Group fully complies with the updated code. For more information, I refer to our publication, Application of the Dutch Corporate Governance Code by NN Group, Financial Year 2023, which can be found on NN Group website.
A description of NN Group overall corporate governance structure is included in the annual report as well, on pages 95 through 110. In this context, and also as announced during last year's General Meeting, I'd like to mention that in 2023, a change in the supervisory board's committee structures took place. As of June 2, 2023, the Remuneration Committee and the Nomination and Corporate Governance Committee were combined in what we refer to as the Nomination, Remuneration, and Governance Committee. Therefore, as of June 2, 2023, the Supervisory Board has established three committees: the Audit Committee, the Risk Committee, and the Nomination, Remuneration, and Governance Committee. I'd like to pause and see if there are any questions from the shareholders in the room regarding corporate governance. Mr. Keyner, please.
Maybe one. It's more or less a comment, admiration. This concerns the position of Mr. Knibbe, the CEO, the additional functions that he's doing. He must be Superman indeed. I think I've been counting 10 additional... Well, maybe some of them are really related to the work that helps the networking, something which I'm very bad at, so I'm happy to see that at least the CEO of this important company is able to do that. But I also see a lot of more hobby-alike functions as well. Where the hell do you find time, or don't you have any private life at all? That was... It's 10. I counted them.
So, should I answer that?
Over to you, sir.
No, that's right. I think there is quite a bit that just comes with your job, which is, you know, with VNO or if football, we were talking about how lobbying works, and these things are aligned. For myself, I always try to have two other items. One is more on the, what we call on the social side, and the other one is, you could call it a hobby, but is around sport. But we also know that sport and movement and keeping everybody healthy is very important. So that's why I'm also in the Cruyff Foundation, which is, to be honest, for a good cause, but also a hobby. And JINC, which is...
deals with probably less support for, you know, from home to get to a job. So I think these are things that I enjoy doing. To be honest, it doesn't cost as much time. But it is. I think it's helpful to not only do this job, but also to make sure that you're still active in other parts of society as well. And I enjoy it, so then it doesn't feel like work.
Yeah, and to perform some sports yourself as well, in reality, instead of talking about sports.
Yeah, yeah, yeah, yeah. No, I think that is, I do that more. Yeah, yeah.
Thank you, David. Thank you, Mr. Keyner. And, I appreciate the gist of your comment, and I would just like to say that, of course, we discuss on a regular basis the level of activities within and outside the group, and, I know you're not worried about that, but Mr. Knibbe and I find plenty of time to still see each other, and, we haven't missed him at any of our meetings or discussions. So he's still also quite focused on NN. Thank you. All right, I will then close that agenda item. Before we move to the next agenda item, and as I mentioned earlier, I can now show you the number of present and represented share capital, so hopefully we can get that up on the screen. I'm waiting. Will someone give me a sign? Ah!
Okay, the present and represented share capital amounts to 69.47%. Let me just check and see if there'll be any additional information coming. Okay, thank you very much. I'd now like to move to item 4, which is a proposal to give a positive advice on the 2023 Remuneration Report. I know this is a voting item. As I mentioned earlier, voting is already open. Here I'm referring specifically to our 2023 Remuneration Report, which is covered on pages 112 through 124 of the 2023 annual report. I'd like to invite Pauline van der Meer Mohr, who's the Chair of our Nomination, Remuneration, and Governance Committee of the NN Group Supervisory Board, to give an explanation of agenda item 4, which is the first voting item. Pauline, over to you.
Thank you, Dave, and good morning, ladies and gentlemen. As Dave has already mentioned, under agenda item 3, as of the second of June, 2023, the Supervisory Board's Remuneration Committee and Nomination and Governance Committee were combined into one new single committee called the Nomination, Remuneration, and Governance Committee. And in short, we call that the NRG or the Energy Committee. So I thank my SB colleagues, my Supervisory Board colleagues, for their confidence in appointing me as the chair of the newly combined NRG Committee. And I'd like to start by providing some context and background in relation to the Remuneration Report for the year 2023. As it has been our practice for years, the NRG Committee engages in regular dialogue, dialogues with our shareholders and our other stakeholders.
In 2023, in extensive engagement with our stakeholders on topics relevant for the Remuneration R report. I'd like to further elaborate on the review process of the remuneration policies when we discuss agenda item nine, so that'll come a little later in the agenda.... During the dialogues with our stakeholders, we were encouraged to continue to work towards performance objectives for the members of the Executive Board that have more focus, that are simpler, and are more measurable. The Supervisory Board took this feedback into serious consideration. I'm very pleased to mention that for 2024, the number of performance objectives has been reduced, and also the performance objectives are more focused and more straightforward.
And even with this approach, we managed to hold on to the strong elements from the previous setup, such as the coverage of our strategic commitments, including the sustainability-related objectives, which we all think are very important. Another important topic addressed by our stakeholders relates to the disclosure of the outcomes of the performance objectives of the members of the executive board. Therefore, we increased the level of disclosure in this year's Remuneration Report compared to previous years, in accordance with your feedback. The most significant improvement is that we now present a brief overview and the outcomes of the financial and strategic performance objectives. And we'd like to express our appreciation to all stakeholders for taking some of their valuable time to provide us with their views and recommendations. And of course, we intend to continue these dialogues in the future.
So let me move on to the details of the Remuneration R eport, starting with the variable remuneration decisions taken by the Supervisory Board for the members of the Executive Board. The Executive Board's performance was assessed against the performance objectives set by the Supervisory Board in January 2023. Details of the performance assessment for the financial and the strategic objectives are provided in the Remuneration Report. The Supervisory Board concluded that the Executive Board continued to deliver a strong performance throughout the year 2023, despite the volatile macroeconomic and geopolitical environment. The members of the Executive Board have provided solid leadership and executed our strategy consistently, underpinned by an overall robust performance for both the financial and the strategic objectives. The overall outcome on the financial objectives was above target, and the overall outcome on the strategic objectives was positive.
Based on the results of the assessment of achievements and the Supervisory Board concluded to award David Knibbe and Annemiek van Melick a variable remuneration of 17.3% of their base salary, which corresponds to 108% of target. Further details about the rationale behind these percentages can be found on page 117 up to and including 120 of the Remuneration Report. Finally, I'd like to inform you that as part of the regular annual review cycle, the Supervisory Board monitored the salaries of the members of the Executive Board.
Policy for the members of the Executive Board is creating sustainable long-term value for all stakeholders, while keeping in mind that we, as NN Group, need to be able to attract and retain highly qualified senior leaders that can steer the company in a complex internal and external environment. The remuneration of executives and senior staff is frequently benchmarked with relevant national and international peers, both within and outside the financial sector. The peer group consists of companies which are similar to NN Group in terms of number of employees, revenue, market capitalization, total assets, as well as international footprint. A fundamental review of the guiding principles in place to ensure that it is still future-proof and fit for purpose. In this review, the Supervisory Board was supported by an independent advisor.
Based on this review, the Supervisory Board concluded that the guiding principles are still fit for purpose, and that for 2024, only two companies had to be replaced as their headquarters moved out of the Netherlands. In line with the remuneration policy, the Supervisory Board aims to offer an attractive overall package for the Executive Board members while keeping total compensation below market median level. During this annual review cycle, the Supervisory Board performed an assessment of the Executive Board's remuneration, taking into account the results of the benchmark analyses as performed by the independent advisor, as well as the internal pay relativities and the interests and opinions of stakeholders. Input was obtained from various stakeholders, and consideration has been given to relevant remuneration developments in and outside of NN Group.
As mentioned, the supervisory board concluded that the members of the executive board have consistently shown strong leadership and performance. NN has shown good progress in implementing its strategy and achieving strong commercial, financial, and non-financial performance under the leadership of the executive board. This has laid a strong foundation for long-term growth and sustainable value creation for all stakeholders. In view of this, after a balanced and thorough assessment, the supervisory board has decided to increase the base salary of the members of the executive board by 9%, with effect from June 1, 2024. For our CFO, Ms. van Melick, this is the first salary. For Mr. Knibbe, this is the second increase since his initial appointment as CEO and chair of the EB 5 years ago in 2019. Even after the announced increase-...
increase, the remuneration package of the Executive Board continues to be positioned below the market median and continues to be in line with the requirements of the Executive Board remuneration policy, as we have said. I would like to thank you for giving me the opportunity to provide some context and background in relation to the Remuneration R eport for the year 2023. Let me now hand it over back to you, Dave.
Thank you, Pauline. Let me see if there are any questions in the room regarding this agenda item. As I mentioned already, the voting on this proposal to give a positive advice on the 2023 Remuneration Report, as well as any other agenda item, is already open, so please feel free to cast your vote. With that, I'd like to close this agenda item, and we'll move then to agenda item 5, the 2023 annual accounts. Five A specifically is a proposal to adopt the annual accounts for the financial year 2023, and once again, this is a voting item. Here I'd like to specifically refer to the annual accounts for the financial year 2023, as were included in the 2023 annual report, specifically pages 168-344.
As well as the explanation that Annemiek provided to, a little earlier this morning, of the financial results under agenda item 2. Just for further confirmation, the annual accounts were drawn up by the Executive Board in English on the 20th of March, 2024, and have been available on the website of NN Group as from the 21st of March, 2024. The annual accounts are also available free of charge at NN Group's head office for inspection by the shareholders. The annual accounts were audited by the external auditor. He has issued an unqualified auditor's report. You can see that in the 2023 annual report on pages 345 through 361. The Supervisory Board advises to adopt the annual accounts.
Before introducing the external auditor, Dick Korf from KPMG, I'd like to note that NN Group has released KPMG from its obligation to be free to comment on the audit performed and on the auditor's report for the purposes of this meeting. I think, as you know, the external auditor has an obligation to rectify, herstelplicht in Dutch. This means that in case of statements in relation to the annual accounts or the audit report that might give a materially inaccurate view of the affairs of the company, Dick Korf may request that corrections be made either during this meeting or prior to the adoption of the minutes of this meeting. I'd now like to give the floor to Dick Korf. So if I may, please. I'm Dick?
Yeah.
Yes, please. Okay.
Thank you, David. I appreciate the time, prior to you this,
Yeah, sure.
Thank you.
I'll wait there.
I think the most important message was already relayed by David, that is that we've issued an unqualified audit opinion on the annual accounts, which are up for adoption for this meeting. I'm happy to give you a presentation about our audit to provide you with some background information and some further insights into some salient features and topics. But before doing so, I would like to give a bit more flavor of what we did next to the audit of the annual accounts, which is that we also did some work on the non-financial information as included in the annual report, limited assurance report on those non-financial information. And what we also did is we issued an unqualified limited assurance report.
That is a report which is not an audit, but at least gives some level of assurance on the Total Tax Contribution Report. That's a separate report issued by the group. And apart from these two reports, we obviously also issued on the interim accounts 2023, our interim review report, which was also an unqualified report. But just to start with, let me say that 2023 and the 2023 financial reporting was unique and remarkable for NN Group. You may have spotted that specifically, but also for all other participants in the industry, the IFRS reporters, and that's because the financial statements were prepared for the first time under a complete new set of accounting standards.
It was already mentioned by Annemiek, IFRS 17 and IFRS 9, which are the accounting standards for insurance contracts and the accounting standard for investments for financial instruments. And especially the change to IFRS 17 was, let me say, drastic, because it led to an overhaul of the annual accounts using new valuation principles for insurance contracts, and also a new concept of revenue and revenue recognition for the income statement. Insurance liabilities are now measured at current values based on current assumptions on the future cash flows, rather than locked-in assumptions that were used in the past. Obviously, you may appreciate that such change also had significant impact on our audit. Each year, we kick off our audit with our planning and risk assessments, and drafting our audit plan.
In our audit plan, we document our approach to the audit, the materiality that we apply, the outcome of our risk assessment, and the scoping of our group audit. In this year's audit plan, obviously, as mentioned, we articulated for the first time our approach to the audit of IFRS 17 and 9. We discussed and agreed our audit plan with the Audit Committee last year in the May meeting, 31st of May last year. As you can see on the slide, the materiality that we applied was EUR 200 million, which is close to 1% of shareholders' equity. We allocated this materiality to all components, all reporting entities, all insurance companies that form part of NN Group across the group. All audit misstatements, which were unadjusted in excess of EUR 10 million, were reported and discussed, and approved by the Audit Committee .
Our risk assessment, as said, also takes place in this phase of the audit, in the planning phase of the audit, and we do such risk assessment to assess the risk of material misstatements in the annual accounts and how to mitigate those risks through our audit. Typical areas that we assess at this stage of our audit, and which are also explained in the audit opinion that you can find in the annual accounts, are: the going concern assumption, the risk of non-compliance with laws and regulations, fraud risks, and the risk of climate change. I would like to spend a few more words on how we dealt with fraud risks in relation to our audit, and how we dealt with the risk of climate change on the annual accounts. Let me start with fraud risks.
With respect to fraud risk, we identified for the first time this year, a risk of fraud related to revenue recognition. This was a presumed risk for many years that we rebutted, though, because we qualified such risk as remote under the previous GAAP, the previous way of reporting of revenue. Because insurance revenue in the past consisted of premium income only. But now, with IFRS 17, there is a complete new definition of insurance revenue, and insurance revenue is, to a large extent, determined by the measurement of insurance liability from period to period. And as said, the measurement of these liabilities is based on current assessments, current values, and current assumptions and discount rates, i.e., not based on frozen assumptions, but current assumptions. So the assumption setting in itself, is by nature prone to fraud, because it requires significant analysis and significant judgment by management.
Generally speaking, assumption setting, therefore, requires additional attention, usually from our audit, but with an emphasis on the risk of fraud, we have identified that we needed to do additional procedures. So what we did is, we identified the areas which are most prone to fraud, which elements of the assumptions are most likely to be influenced by management in an inappropriate manner, and therefore require additional analysis, additional audit procedures from our side. These audit procedures were very much also related to actuarial assumption. I mentioned the assumptions related for future cash flows, i.e., talk about longevity assumptions, morbidity assumptions, assumptions on expenses, and the likes. So we involved actuarial specialists to help us challenge and identify the procedures that we need to perform.
Our audit procedures, specifically tailored to the risk of fraud, did not identify any suspicion of fraud that are considered material to our audit. In our key audit matter, which is the, I would say, the most relevant or hopefully most insightful part of our audit opinion, you will find more information on this. The other element that I wanted to address in more detail relates to the potential impact of climate change on the annual accounts. It was already discussed previously in this meeting. Climate change is a significant risk to this organization. It's also an evolving risk for this organization.
The impact on the annual accounts could, for example, relate to the impact on the valuation of assets, the valuation of liabilities, but also the need to recognize provisions due to enhanced commitments to climate change or from climate-related litigation. We concluded, though, that the risk related to climate change on the annual accounts had no material impact on the annual accounts. We also read the disclosure of climate change-related information in the annual report, including the EU taxonomy disclosures, and considered material consistency with the annual accounts. To take full responsibility for our audit, as an auditor at the group, acting at the group, we instruct component auditors, which are KPMG auditors, who are active in each and every location where NN has activities, and we instruct those auditors to perform audit procedures at our direction.
We instruct them and ask them to perform the audit against the allocated type of procedures they need to perform. In doing so, we obtained a solid coverage of 90% of shareholders' equity and 97% of total assets covered by our audit. For more complex areas, and there are some complex areas in an insurance company, we involved KPMG specialists in our team. For example, related to IT, forensics, ESG and climate risk reporting, actuaries, very important, components of our audits, and valuation specialists. You may appreciate that we've been busy more or less the whole year round, also given our involvement with quarterly reporting and IFRS 17 and 9 parallel runs that the company has performed last year, during the year.
An important part of our audit is our interaction with those charged with governance and with management, i.e., the management board and the supervisory board. We meet at least every quarter with the management board, with the Audit Committee , with the Risk Committee , and with the supervisory board. Not every quarter, but with the supervisory board at least annually and usually biannually. And in those meetings, we discuss our audit plan, as mentioned, our independence, our audit findings, control observations, and obviously our reporting on the review procedures and the year-end audit. I have one-on-one sessions each quarter with the CEO, the CFO, the chairs of the supervisory board, chairs of the Risk Committee and the Audit Committe e, to discuss evolving topics on top of that.
In all those meetings, and let me make that very clear, I experience strong engagement, a control-focused culture, and good responsiveness to the topics that we bring up. One of the topics that we discussed this year relates to answer sharing for exams of mandatory training, for which KPMG, the Netherlands, the firm that I belong to, was sanctioned and fined by our regulator last month. Answer sharing is obviously a serious misconduct and unacceptable. Our firm is performing a root cause analysis and remedial actions are being taken. The individuals involved have been fined, and some of them have to leave the firm. We've discussed this matter with the management board and with the Audit Committee , especially also in relation to our audit of NN Group.
As part of that, I confirmed, and I now also can publicly confirm to you, that I, I have had no involvement with answer sharing whatsoever. The same goes to my colleague, Joost Vos. He's sitting there, the engagement partner with whom I've done the audit and led the audit in the past year. The same goes for him. He has had no involvement with answer sharing. That takes me to the last topic of my presentation, which are the key audit matters. I already said, I believe, the most important one, because those are the matters that we reported to the management board and the Audit Committee . The key audit matters are covered in full in the audit opinion, and this year we have four key audit matters, and let me take you along quickly.
The first key audit matter relates to the initial application of IFRS 17, the accounting standards for insurance contracts. Typically, for the initial application, we perform procedures to assess all the accounting policy choices that NN has taken, and the approach to the first-time adoption, the transition approaches of insurance liabilities. Was the right curve approach... Was the right curve applied, and was the approach taken appropriately? The other related key audit matter with respect to insurance contracts relates to the valuation of insurance contracts, and those are the procedures where we spent specific emphasis on the current valuation of the insurance contracts. As mentioned, where we also identified a fraud risk, so we focused very much on: is the applied discount rate appropriate? Is the risk adjustment calculation sufficient and sufficiently supported?
Are the most critical assumptions applied for the measurement of those liabilities supportable? On unit linked, we also included, and hopefully for the last time, it was already mentioned, a key audit matter, and that's because of the settlement which took place with the interested groups in January, which led to the recognition of a provision, as was already mentioned earlier during this meeting. Last but not least, we spent significant time on the valuation of illiquid investments. So those are the investments where market quotations, i.e., rates from a stock exchange, are missing, and where NN needs to apply their own modeling and their own assessment with support of external appraisals when needed to determine the fair value of those instruments, and that relates to private equity, private debt, real estate, and mortgage loans.
And similar to last year, we assessed this valuation, and it concluded that the valuation is appropriate. This brings me to the end of my presentation. Thank you for your attention, and I give it back to you, David.
Thank you, Dick. So we'll open it up now for shareholder questions. And I see, of course, we already have at mic three, Mr. Lelieveld. So please, sir.
Yeah, finally. No, I'm just kidding. I'm just kidding. Thank you, and I, I'm glad that you're so transparent in sharing whether you have been involved in the exams present in the room?
Yes, go ahead. Please go ahead.
Hi, I'm Mr. Lelieveld. I was wondering whether NN has insisted on any performance improvement measures at KPMG to make sure that this isn't happening again. And secondly, I also understood that there will be a new lead partner after you leave. And I wanted to make sure that lead partner also hasn't been involved in the scandal.
If you don't mind, maybe I'll take the second part of that, because indeed, after today's meeting-
Sure, that's fine.
After today's-
Shall I give the mic to Mr. Lelieveld?
Just a moment, please. I'll have him come to the front of the room.
Oh, thanks.
So, indeed, Mr. Korf will be stepping down from the NN audit this year. He'll be replaced by Mr. Vos. And as you just heard Mr. Korf refer to, Mr. Vos has also-
Right
... confirmed he's had no involvement in the answer sharing situation at KPMG. That's something that we-
Yep
... we're very happy and very proactive in confirming. Rob, perhaps I'll ask you to just maybe take a mic. That's probably easier.
Yes.
To give a little bit of reaction of our group to the development.
KPMG published the outcome of this investigation. We were proactively... KPMG proactively reach out to us-
Yep
- and we have a meeting with KPMG's leadership. For us, the most important was that the partners which are responsible for NN are not involved in this process, and that was confirmed. As you know, like Dick told, there will be root cause analysis. For us, it's very important that that take place, and but we are in fully, fully informed, and we will continue to discuss that, and from now on, with Joost and the team. So, that was a positive response-
Yep
... on this, challenging topic.
All right. Thanks for clearing it up.
Thank you. Yes, sir, will you please state your name and organization, if any, you represent?
Yeah, my name is, well, I'm-
Yes.
I'm by myself in that point of view, but I have also a lot of questions to the auditor. First of all, who is the OKB?
Oh, sorry, the OKB.
Yes. Who is the name? You have to mention that in, of, of your, and... Who is the name? That is in, in pa, in, para 114. In guideline 1149, there is on July the nineteenth, 2022, there is in your, in your, in your organization, the, where you are a member of the, that is the guideline. Why you don't have follow the guideline? Because you don't ha-- I couldn't also find Article 8 of the EU, the claim of 537/2014. The opi- the opinion regulation, I couldn't also find. Why not? Why you don't have that specified?
Well, the OKB is an individual who is usually and by nature working on the background. So he's also not participating in any discussions with the Management Board. This individual is reviewing my work.
Sure, but-
and provides me with consent and
Who was, who was he asking about the Japan problems?
Oh, well, I can tell you that this individual who works with the team, though, reviews my work. So I review the work of the people who report to me, and he reviews my work. The challenge that this individual has given us was substantial. On everything which comes up during the audit, all the audit topics, the audit approach that we take, the audit findings, they all need to be subject to this individual's review. When this person is not happy, he comes to me, and he did so, and says: "Okay, can you please explain this further? Can you please do that?" So the challenge has been there and has been significant.
Okay, but, but, you also don't explain if the, the, the, this company is, a good base for, for, for CSR, and the, the next one, CSRD. The, they are well, they are good... I shall make a Netherlands...
... I think it's gonna be easier for me to speak Dutch. So is NN on track with CSRD? Do you have enough people for that?
I can confirm that there is a project ongoing in this organization to be able, as mentioned, to-
Yeah, okay.
- to report in time and compliant.
Dus je krijgt genoeg informatie.
So you're getting enough information? Because next year, you must publish that. So you're getting enough information, is that it?
Of course, making sure that the reporting will be there and it's in time. But as of today, what we see, we've, for example, already looked at the double materiality assessment, where an excerpt of that you could also have seen in the annual report this year. We've challenged that, and so we are working along, as we also did with the IFRS 17 conversion, where there were dry runs, where we are involved, and during this year we will also, as I think someone in this organization said, perform walk along audits, i.e., move together, just follow them closely on all the steps being taken. But it's, it's a, it's a huge exercise, and,
Yeah.
We are, well-
Happy we said or not?
Well, if audit is your habit, and that's, then we're very happy with that. Yeah.
Okay.
But it's also a unique exercise because there will be reporting on topics where this organization and none of the organizations in the sectors have reported in the past. So-
Yeah
... it's yet to be found out.
Maar ik vind het nog steeds vreemd, want uw collega-
I still think it's strange because your colleagues at CTP have told us who the independent controlling authority was. So I don't really understand why you're not disclosing this information. You're hiding behind this, and ultimately, as shareholders, we... CSRD. So we need to know whether the gentleman who just spoke right now, what kind of car he drives, how old he is, what... You need to know all that about Mr. Knibbe, so we are also entitled to know all this. So, you know, it says so in the guideline. Of course, I can recite what it says because I've got it here with me, 408, for instance. And there's a lot of information there, paragraph 20, paragraph... the standard 222. But nowhere do I find that you applied all that.
Ik kan het ook in het Nederlands vertellen.
Ja, dat lijkt me wel.
I can tell you in Dutch as well. Well, you know, actually, there's someone behind the screens here. I can give the name, but that person acts behind the screens. He's, you know, if you think it's relevant, I'm prepared to give you the name. His name is Marc Teunissen. Nothing secret about it, but this person has no function, no specific.
To ensure that audit quality is sufficiently-
Uh
... harnessed within everything what we do.
Mr. Spier , I'd also like to respond, and the other regulations that are coming our way. I think Mr. Knibbe also referred to that earlier in response to a question regarding our preparations for those reporting requirements. These are significant. Mr. Korf was also just referring to that. It will be the first time that we report in 2025, over, 2024. We have, a very, significant organizational, discussions, preparation, dialogues taking place between relevant departments within the group and our Audit Committee on a quarterly basis. We have a significant project set up to prepare for that. Our intent, our expectation is that we will be compliant with the reporting requirements, from the first go. There's still work to be done.
Yeah, I know.
You will hear from us.
I hope.
Okay. No, no doubt you will hear from us.
Thank you for your full openheid.
Ja, heel goed. Geen enkel probleem.
That's perfect.
Dank u wel. Dear King.
Yeah, my name is Marcel Keyner . I speak on behalf of VEB. Thank you very much for the apology, the mea culpa. That's very appropriate indeed. I was wondering, from KPMG's perspective, since the audit team is consisting, of course, of many more than just two people, could you also guarantee to us that none of the team members have been caught cheating on the exams?
No, I can't, and that's disappointing. And the reason being is that GDPR legislation prevents the firm and prevents to share with. It's not unlikely that there have been individuals in my team who have been involved with exam cheating. And why? Because we have a huge team of I think approximately 400 people or so. But I've not been informed about that, and that's the reason why I've not been informed, is that the GDPR prohibits. But where I have the comfort also for you, because I raised this question myself as well as within our team and with our leadership, is we have procedures in place within this organization within the KPMG organization, where we do review the work of others. That's one.
So including the involvement of, the, opdrachtgever en de kwaliteit beheerder, the, EQCR, how we call it, the engagement quality review partner. And moreover, I've raised a question where I got a generic response from our, risk, department within KPMG-... KPMG, whether there are, are, concerns which are on their radar, where I need to be aware of as to, the non-compliance with the, the training requirements, and the answer was that was not applicable.
It somehow... thank you for your answer, but somehow it seems surprising to me that if there's a team member who's been cheating, that privacy prohibits you from being informed about that. But at least I would assume that if somebody has been cheating, that from HR, unless they also operate with—that they are not allowed to know that somebody has been cheating or even worse, maybe stealing or something else. I think there's a limit to what privacy is intended to address. I think if somebody has been cheating on the exams, being fired is a very rational conclusion, and then at least indirectly, you should know this person has suddenly disappeared from a team, and then you can... It's also related to the role and the importance that you have as an accountant, as an auditor. You are hired, you're paid very well.
Your team members are paid also very well, just to make sure that also the company that you're checking, that there's no fraud is happening. Now, there are 2 reasons why I think people who've been caught cheating should be fired within your company and also of your competitors' companies. Number 1, integrity is at stake. Number 2, quality is at stake. Number 3, if you're cheating, make sure you're not being caught, because then you may be very, very well armed to really catch the other people cheating in the companies that you're checking. So I'm really surprised that privacy is a reason for you not to be aware of anybody in your team having cheated on exams. So that's really surprising.
I don't know, and I've not been given, and I the names of the individuals. That's one. That's what I said, and as mentioned, there are also other procedures and notification from the head of risk in our organization. For me, leading this audit, is there anything that I need to be aware of which exactly addresses the point that-
Yeah.
We make use of individuals and rely on such individuals where it would impair the audit quality? And the answer is no.
Yeah. I appreciate, by the way, the difficult situation you are here-
Yeah.
Trying to defend your colleagues who are cheating while you yourself haven't been doing this. So I myself. Since the product that has been delivered, many hours have been built, but also been built by, by people who may not have been 100% up to the level as far as competency is concerned, and certainly not integrity is concerned. Have you been considering demanding a discount of 20%, for instance, on the. Well, it's. You're laughing about it, but that's what I'm doing if I get a supplier who's not delivering up to speed. Even if at the end, the product is there, if the way it's there, if there can be doubts about the quality of the product, a discount is not inappropriate.
Thank you for your question. I'd just like to note I was not laughing.
No, but in the audience-
I was listening quite, quite closely-
This is a serious matter.
I fully understand your, your interest and your somewhat frustration. I can assure you that we've also had very robust discussions with KPMG, with the leadership of KPMG, both the leaders who are conducting our audit, but also with the leaders of KPMG in the Netherlands directly. I share somewhat the frustrations about not being able to respect the laws of this country, which limit our ability to, to get that information and limit Dick's ability as well. So we share that frustration. What we have done, however, is we've gone through a very regular, I must say, we do that every year, assessment of the quality of the audit. We engage with Dick and his colleagues regarding their audit on a regular basis. We've had several discussions with them regarding this issue.
Now, to specifically answer your question, I have no reason to believe that the quality of the internal audit has been impaired directly by the situation regarding the sharing of answers at KPMG. So no, we have not requested a 20% discount. Having said that, we do have a robust discussion every year with the auditor regarding the audit plan, the quality of the audit, and the cost of the audit.
Thank you very much. And again, I appreciate you being in this position. That may be very difficult, but in the end, you're charging a lot of money to this company, and we may expect a certain level of trust and quality of this work, and there are lots of reasons to really have some suspicions about that, despite the comforting words of the chairman. So, I appreciate your position in here. Thank you.
Yeah. Thank you, and I understand your frustration as well. It's... I would have rather been in a different position here.
Yes, sir. Will you please state your name and organization?
Capital Management. My question is regarding key audit matter number four, the valuation of illiquid investments. I have two questions in this respect. In your report, you mentioned that there are valuation uncertainties due to a low number of transactions. Can you specify where these valuation uncertainties exactly are? Of course, it's very public that retail is a difficult category, that there are few transactions there, but maybe there is something else. So please elaborate on that. And two, I've noticed cut on the value of its directly owned investments. Some other competitors that are also audited by you seem to have taken somewhat less of a cut on, a haircut on their on their valuations.
So I wonder how the dynamic was between you and the company on this matter of the valuation of the real estate?
... So please elaborate on that a little bit. Thanks.
Yeah. Well, first of all, the observation that you rephrase is correct. Management had included in the annual accounts that there is a valuation uncertainty which is elevated, which is higher than usual with respect to the valuation of real estate investments, and that's because of the lack of market liquidity. Market transactions quite often determine the valuations, as you may appreciate and understand, because of the nature of these type of investments. From these transactions, you can derive the parameters which are most recently done in actual transactions. If there are no transactions, then you may erroneously base your valuation on transaction which have not taken place in the past year, year.
So when there is no market activity, or when there is limited market activity, there is an increased risk of misvaluation. That's an important one. And we concur with NN that it is an important disclosure because the real estate market has been illiquid and more illiquid than in the years before. It's still a market where liquidity is not up to the levels that what you would expect. So that's one. And secondly, for the valuation of real estate, who determine the value based on what they observe as the most relevant parameters and most relevant valuation to these parameters, i.e., the discount rate, is an important one.
What we do is we take those valuation reports on any, significant exposures, and we assess the appropriateness of that. I have valuation experts in my team. Those are people who are working for me, and with a specific emphasis on, okay, are the right attributes being taken into account? Is the valuation done thoroughly? And do we recognize, and do we understand the critical parameters and valuation, determines? Of, of this, was, was that my colleagues confirmed to me that the valuation is appropriate. However, there is more than normal, more than ordinary valuation uncertainty, which is, because of the reason given, the lack of market transactions. So if you get that confirmed as an auditor, which is in sync with, management's own observation, then we are happy, to conclude that we agree with the valuation that, NN has taken.
Thank you, Dick. I would also like involvement with NN's group audit, as he's retiring from KPMG later this summer. We've appreciated the excellent cooperation, the hard work, but also the open challenge. Always been very good discussions with you throughout the course of your involvement, and I'd just like to wish you the best for your future.
Thank you very much for your nice words-
Thank you.
especially also to you. Thanks for the trust given, and I can say it's within the safe pair of hands, handing over to Joost, who has been on the audit already for the past three years, so he's ready to go. Thank you.
Thank you. I'd like to now close this agenda item and move to the next agenda item. It's items 5B and 5C, which I will combine for explanation purposes. It's the explanation of the dividend policy, which is a discussion item, along with the proposal to pay out a dividend, which is a voting item. I'd like to specifically refer to NN's dividend policy, which is published on our website. According to NN Group's dividend policy, the NN Group intends to pay a progressive ordinary dividend per share. Under normal circumstances, NN Group intends to declare an interim dividend, which will be calculated at approximately 40% of the prior year's full year dividend, with the disclosure of its first half year results, and to propose a final dividend at the annual General Meeting of the shareholders today.
As announced on the twenty-ninth of February 2024, as of the payment of the 2024 interim dividend, NN Group, in principle, intends to pay dividends in cash only after deduction of withholding tax, if applicable. NN Group also intends to execute a recurring annual share buyback of an amount determined at its discretion. On the twenty-ninth of February of this year, NN Group announced a structural increase of its annual share buyback program euros, and that program commenced on the second of April 2024. As previously mentioned, our policy is excess capital is to be returned to shareholders, unless it can be used for value-creating opportunities. A buyback in NN Group will take into account, among other things, its capital position, leverage, liquidity position, regulatory requirements, and strategic considerations, as well as the expected developments on these matters.
As said, I'll now move first to the next agenda item before I give you an opportunity to ask questions or make remarks on the dividend policy. I made reference to this earlier. This is included in the convocation letter on page 4 of the convocation letter. So this proposal is now officially put to a vote. In short, it's proposed to pay a final dividend of EUR 2.08 per ordinary share. Together with the interim dividend of EUR 1.12 per ordinary share that was paid in September 2023, this will result in a total dividend over 2023 of EUR 3.20 per ordinary share. The final dividend will be paid either fully in cash after the deduction of withholding tax, if applicable, or fully in ordinary shares at the election of the shareholder.
The key dates for the proposed dividend are shown on the slides and are also published on our website. I'd now like to open the floor to shareholders who would like to have any questions or making any remarks regarding either the dividend policy, item 5B, or the proposal to pay out a dividend, item 5C. I see that there are no one moving to the mics, therefore, I will close this item, and we'll move to the next agenda item. This is item 6, which is release from liability. This is a voting item. Once again, I'll combine item 6A and 6B that are quite, similar in nature. 6A is the proposal to release the members of the Executive Board for liability for their respective duties performed during the financial year 2023.
Item 6B is a proposal to release the members of the Supervisory Board from liability for their respective duties performed during the financial year 2023. Both of these items are voting items. Both of these items were included in the convocation letter on page 4. 6A or 6B? If not, we'll close this item. We'll move to item 7. Item 7 is the profile of the Supervisory Board. This is a discussion item. Here I'd like to refer to the convocation letter, page 5, as well as the intended profile, including amendments and explanation of those amendments. So the Supervisory Board intends to amend its profile and has discussed the intended profile and amendments with the Central Works Council of the company.
Prior to the adoption of the amended profile by the supervisory board, I'd like, I'd like to give an explanation of the intended amendments to you for your discussion purposes. As already mentioned, as of the second of June twenty twenty-three, the Remuneration Committee and Nomination and Corporate Governance Committee were combined into the Nomination or Remuneration and Governance, Governance Committee. This will also be reflected in the supervisory board profile. The intended profile also includes amendments related to the updated Dutch Corporate Governance Code and relevant provisions of the Corporate Sustainability Reporting Directive, so in preparation for those requirements. Finally, the other intended amendments reflect current practice as well as some textual updates, a little bit of nipping and tucking. I'd like now to open up the floor if there are any questions regarding the proposed profile of the supervisory board.
I'll now close this item and move to item 8, which is the composition of the Supervisory Board. Item 8A is a proposal to reappoint Robert Jenkins, Bob, as a member of the Supervisory Board. This is a voting item. This proposal was included in the convocation letter on page 5. I'll give a brief explanation. In accordance with the rotation schedule of the Supervisory Board, the term of appointment of Robert ends at the close of today's meeting, resulting in a vacancy in our board that needs to be filled. As announced on the 21st of March, 2024, the Supervisory Board has nominated Robert for reappointment as a member of the Supervisory Board. The proposed reappointment is for a term of two years, in line with Dutch Corporate Governance Code.
If adopted, his reappointment shall become effective as from the close of this meeting and ends at the close of the Annual General Meeting in 2026. If reappointed, the Supervisory Board intends to also reappoint Bob as a member of the Risk Committee and the Audit Committee of the Supervisory Board. On page five. Robert's been nominated for reappointment because of his extensive knowledge in the field of financial policymaking and asset management, his broad experience as a board member in executive and non-executive positions in the financial services sector, and very importantly, the professional manner in which he fulfills his membership in the Supervisory Board. His appointment also serves to support the continuity and the composition of the Supervisory Board. The intended reappointment of Robert is in accordance with the current profile of the Supervisory Board and the intended profile as discussed under agenda item seven.
The Central Works Council of the company has informed the Supervisory Board that it supports the reappointment of Robert. More information regarding this can be found on the convocation letter, page five. The nomination of Robert is subject to the condition that the General Meeting will not recommend any other person for nomination. We've not received any such recommendations in advance of this meeting, and I'd like to assume that the General Meeting does not wish to recommend any other persons. Since the General Meeting does not recommend any other persons for nomination, the proposal to reappoint Robert Jenkins as member of the Supervisory Board will officially be put to a vote. I'd like to ask if there are any questions regarding this? Yes, sir.
Yeah, my name is Marcel Keyner, VEB. Rumor has it that within your board, there is Mrs. van der Meer Mohr, and she knows a lot about governance, I think, I hope. And she must have told you that indeed, in Holland, it is allowed these days to extend beyond the 8 years, two times 4 years, another 2 years, and maybe afterwards, even another 2 years. But this should be something to be considered as exceptional. Exceptional is not this person, this Supervisory Board member is great, great knowledge, and so on, because there are more than 1 exceptional person in this area on Earth.
Mm.
It's not a total surprise that this would be the month where this eight-year period would stop. So you've had probably one, two, maybe even three years already, start looking for a replacement. So what kind of exceptional circumstance made you decide to propose him again as, to extend his appointment for another two years?
Thank you very much for your question. Pauline, would you like to go?
Absolutely. So very simply, we have started some years ago already, an extensive search, because we always have a rigorous process to make sure that we fill our vacancies on time. We don't start, like, a month before somebody's term is up. We have been looking for a number of new colleagues to the Supervisory Board, making sure that we have sufficient diversity also around the table. We were very fortunate that we have found Mr. Akhorst. Found somebody of a similar caliber, as Bob Jenkins to replace him.
And therefore, we have decided that rather than appointing somebody who is subpar or who we believe is subpar, we will continue the search for a while, and this reappointment, frankly, buys us some time to find the right level and the caliber of candidates with the right level of diversity that they bring to this board.
Then the follow-up... Oh, sorry.
If I may add before you respond.
Sorry.
It's indeed something we take quite seriously, and it's also, for us, an exception. In fact, if you look at the history of the company since its IPO in 2024, only two occasions where we've asked to extend a member by two years. One was Mr. Schoen, as the change in the CFO position that we were anticipating as part of our succession planning. I think with, with Bob Jenkins, it's important to note that, not too long ago, we sold our asset management business. It's a very important, ongoing, aspect of our business, of course, notwithstanding that it's no longer owned by the group, and we're still fully committed to ensuring that we achieve all of the objectives of that transaction.
We received a very handsome financial price for that asset sale, but we did it primarily in order to ensure that we delivered the best opportunities to our customers related to their investment management products. And I think we're still on that journey to ensure that that, that sale has been not only executed from a legal point of view, but that we've achieved our objectives. Mr. Jenkins has a very background in asset management, investment management, and is extremely well familiar with the process that we've gone through, the reasons that we came to these choices. So also here, we recognize it as an exceptional circumstance. We limit the, requested reappointment to two years, and it would be my reasonable expectation that certainly at the end of that period of time, we would not seek a reappointment.
We'll have to look at it at that moment in time, of course. This is indeed for us, also exceptionally, but I think Bob really contributes in a very important and very specific way.
Yeah, I'm a pragmatic person, so I just want to understand the exceptional reasons. So I'm not criticizing you in whatever way. However, one concern, Supervisory Board member, case to get the appropriate level of candidate, I would like to know that. So do you see any kind of-
I can very rarely assure you that we are considered to be an interesting place. But we do have high standards that we want to uphold, and we look to make sure that not only the individual, but also the composition of the board as a whole, meets the requirements of the firm. So if you're concerned that we've not able to have discussions with potentially interesting candidates, that's not the case.
Thank you very much.
Thank you. To remind you, this is a voting item, and voting is open, but now we'll close this item and move to the next agenda item, item 8-B, which is a proposal to appoint Koos Timmermans as a member of the Supervisory Board. This proposal was also included in the convocation letter on page 4. As we announced on the 29th of February 2024, and following a vacancy that needed to be filled, the Supervisory Board has nominated Koos Timmermans for appointment as a member of the Supervisory Board from the close of this meeting for a term of 4 years. If adopted, Koos' appointment shall end at the close of the annual General Meeting in 2028. If appointed, it is intended that Koos will also become a member of the Supervisory Board's Audit Committee and Risk Committee.
A short biography of Koos is included in the convocation letter, once again, on page 5. Koos has been nominated for appointment because of his extensive experience in the financial sector, his broad experience as a board member in both executive and non-executive positions, his strong, strong background in risk management and finance, as well as his knowledge of sustainability, international relations, and regulatory affairs. The intended appointment of Koos Timmermans is in accordance with the current profile of the Supervisory Board and the intended profile as discussed under agenda item 7. The proposed appointment of Koos has been approved by the Dutch Central Bank. Likewise, the Central Works Council of the company has informed the Supervisory Board that it supports the appointment of Koos. More information regarding this nomination can be found in the convocation letter, as indicated on page 5.
The nomination of Koos is subject to the condition that the such recommendations in advance of this meeting, and I assume that the General Meeting does not wish to recommend any other person. Since the General Meeting does not recommend any other persons for nomination, the proposal to appoint Koos Timmermans as a member of the Supervisory Board will officially be put to a vote. I'd like to ask, Koos, if you'd like to give us a brief introduction. So, Koos, could you step up to the podium, please?
Sure. Good afternoon, all of you. Maybe as a quick introduction, I'm not completely unfamiliar with this house. In fact, 27 years ago, I worked here in the Department of Treasury, and that was in the Laagbouw. As a Chief Risk Officer of ING, I was also involved on the insurance side in setting risk policies, setting standards, and also monitoring that these were... I think, you know, we got out of sight with each other, but not out of mind. In a sense, why not out of mind? I mean, to be honest, I got my car insurance, my home insurance, my pension with NN. So somewhere I monitored the company, not as a risk manager, but I did so. That's what I've done. Experience, what was mentioned, I mean, I work...
Right now, I'm doing supervision of PostNL, of KWF. I do the supervision of the Port of Rotterdam. So in that sense, in various companies and FMO, I do see forward. What do I bring for NN? I hope enthusiasm for sure. So yes, it's an interesting company to work for, absolutely. But also experience, and I hope to help to you know, in navigating the company in the uncertainty which is no doubt to come in the future. So, happy to answer any questions.
If no questions, thank you, Koos.
Thanks.
Once again, this is a voting item, and voting is open. I'd now like to move to item number 9, which is remuneration. I will combine in my explanation items 9 A and 9 B. 9 A is a proposal to adopt a remuneration policy for the members of the Executive Board. 9 B is a proposal to adopt a remuneration policy and the remuneration for the members of the Supervisory Board. Again, both are voting items. These proposals were included in the convocation letter on page 6. The proposed remuneration policies for the members of the Executive Board and the Supervisory Board, and the clarifying notes thereto, have also been included, and I'd like to inform you that we have an advice, a positive advice from the Central Works Council of the NN Group.
For further discussion and explanation, I'd like to ask Pauline van der Meer Mohr to give further context to both proposals. Pauline?
Yeah. Thank you, Dave. Happy to do so. So the Executive Board remuneration policy and the Supervisory Board remuneration policy needs that's based on, on the Dutch law. And both both policies, therefore, had to be submitted to the General Meeting for review process took place in the past months. Clarifying notes have been created for both remuneration policies, which form an integral part of these policies. These clarifying notes provide further explanation on the background of the review, the stakeholder engagement process that took place, and also the main amendments to each of the remuneration policies. During the review process, I had the opportunity to meet with numerous stakeholders who provided valuable feedback on the remuneration policies for the members of the Executive Board and the Supervisory Board.
Stakeholders who were invited included shareholders, of course, shareholder representatives, bodies, proxy advisors, employers, a regulator, and the general public, including customers. I'd like to express our appreciation to all stakeholders for taking some of their valuable time to provide us with their views and recommendations. Some of you are here in the room today, so I can thank you personally for your input. The Supervisory Board has taken a thoughtful approach to incorporating all that feedback that we have received, and we strive to achieve a balance that serves the best interest of NN Group and all of its stakeholders. Also, taking into account the international character of our company and its role in society.
It was very encouraging to learn from investors during the stakeholder consultation sessions that they believe that our remuneration policy. Reviewing the policies, the Supervisory Board also took into account the changes in Dutch corporate governance, obviously, and current market practices. So let me move on to the proposed amendments to the remuneration policy, both for the members of the Executive Board and the Supervisory Board, following the review process. First, the Executive Board. Overall, we concluded that the remuneration policy is operating as intended. The majority of proposed amendments consist of efforts to improve transparency and to further align with NN Group practices and market practice. The proposed remuneration policy puts more focus, as required by the code, on sustainable long-term value creation of all stakeholders.
The link between the company's strategy, including sustainability aspects and its role in society, on the one hand, and remuneration on the other hand, is further clarified. Additionally, the proposed policy provides a more elaborated and detailed description of the derogation clause. I'd like to move on to the remuneration policy for the members of the Supervisory Board now. Based on this review, some practical updates are proposed in the policy. For example, changing the benchmark analysis frequency to at least every two years to be in line with our internal practices, and also for transparency purposes. Also, in the review of the remuneration policy for the Supervisory Board, internal and external stakeholders, and the external market practices was taken into account. Furthermore, an increase of the current fixed fees levels is proposed, and I'd like to provide some context and background in relation.
The proposed policy remains to aim for the level of the fixed annual fee for the chair, vice chair, and members of the Supervisory Board and its committees to be below the market median level for comparable positions in relevant markets. The results of benchmark analyses by an independent external provider, performed at the beginning of 2024, showed that the fixed fees levels were still far below the market median. Dialogues with our stakeholders, concerns about these fee levels were expressed, also taking into account the increased tasks and responsibilities for the Supervisory Board and the reduction of the number of committees, as we discussed. Stakeholders also expressed the preference for gradual increases and not to one big bang every four years. The proposed increase was therefore deemed necessary and appropriate to prevent too large a gap.
After the proposed increase, the fees still remain below the market median level. In line with the regulatory requirements, the Central Works Council has been requested to give advice on today's proposed remuneration policies for the members of the Executive Board and the Supervisory Board. It's highly appreciated that the involved members of the Central Works Council took the time to engage. The Central Works Council has issued a positive advice for both proposed policies. I thank you once again for giving me the opportunity to provide some context and background in relation to those proposed remuneration policies for the members of the EB and the Supervisory Board. I would like once again to hand it over to you, Dave.
Thank you, Pauline. Are there any questions? Item ten is a proposal to designate the Executive Board as the competent body to resolve on the issuance of ordinary shares and to resolve on the granting of rights to subscribe for ordinary shares in the context of issuing Contingent Convertible Securities. This is a voting item. Here I refer specifically to the proposals as included in the convocation letter, specifically pages 6 and 7, as well as the appendix to the convocation letter, which was page 9. The designation proposed under this agenda item is identical to the designation adopted by the General Meeting on the 29th of May, 2019, which will expire on the 28th of May, 2024, unless renewed.
The Executive Board and the Supervisory Board believe it's desirable to renew this designation to enable the company to issue contingent convertible securities, in short, CCS, without first having to convene a General Meeting. More information can be found in the convocation letter, as well as in the appendix, as I just referred to. I'd like to see if there are any questions regarding this item. If not, I'll close this item and move on to the next agenda item. Once again, voting remains open for all voting items. We'll now go to items 11A1, 11A2I, 11B, 12 and 13, which all will combine in my explanation, but they're, of course, all open for separate questions and discussions, as well as your voting.
First, 11A.i, which is a proposal to designate the Executive Board as the competent body to resolve to issue ordinary shares and to grant rights to subscribe for ordinary shares. Item 11A.2i is a proposal to designate the Executive Board as the competent body to resolve to limit or exclude preemptive rights of existing shareholders when issuing ordinary shares and granting rights to subscribe for ordinary shares, pursuant to agenda item 11A.i. Item 11B is a proposal to designate the Executive Board as the competent body to resolve to issue ordinary shares and to grant rights to subscribe for ordinary shares by way of a rights issuance. Item number 12 is a proposal to authorize the Executive Board to acquire ordinary shares in the company's share capital. And finally, item 13 is a proposal to reduce the issued share capital.
Sorry, let me restart. Proposal to reduce the issued share capital by cancellation of ordinary shares held by the company. Here, I'd like to refer to the explanation of all of these items, which were included in the convocation letter, pages 7 and 8. Of course, I think most of you are already quite familiar with these items. They come back on the agenda every year, and have been submitted to you actually in these forms in previous years as well. They've been extensively explained in the convocation letter, so I would not propose that we go through with a further explanation today. But I'd like to open up the floor to see if there are any questions regarding any of these items. So 11A through 13. Agenda item 13 was the last voting item on the agenda.
In a few moments, we'll close the voting for all voting items. If you've not already cast your votes, please do so now. Seeing if there's anyone scrambling with their machines, but... Okay, thank you very much. I'll now formally close the voting, and I'll share the voting results with you just before the close of the meeting. I'd like to thank you all very much for your voting today. The next item is any other business, and I'd like to ask if there are any shareholders who would like to raise issues, questions that may be on their mind? Yes? Okay. If not, I would like now to go to the voting results. They're gonna come up in, I think, three different screens, so, reflecting the various vote items.
So the first screen will show the voting results of agenda items 4, 5A, 5C, 6A, and 6B. And if we just look at them quickly, we see that all of these proposals have been adopted. So thank you very much. We can now go to the next slide, where we'll see the voting results of the proposals included on the agenda items 8A to 10. Also, here you can see that all of these items have been adopted, and so perhaps also for me, especially, congratulations to both Robert, Bob Jenkins, as well as Koos Timmermans. We look forward to your constructive, robust, and challenging contributions to our meetings and discussions going forward. And on the next slide, we'll see the voting results of the proposals included in agenda items 11A, 11I to item 13.
And also here, you can see that all of these items have been adopted by the General Meeting, so thank you very much. And I'd note that all items have been adopted by the General Meeting, and I'd like to express our appreciation for that and for your voting. So we're coming to a close, and, I'd like to take a moment to acknowledge a very special individual, Mr. Hans Schoen, as today marks his last day for his last term as a member of the Supervisory Board of the NN Group. I think some of you will recognize Mr. Schoen as previously the chairman of our Audit Committee. But in addition to that, he's participated in a number of committees over the years, the Risk Committee , the Remuneration Committee . He actually joined the Supervisory Board of the NN Group right after the IPO in 2000...
Over the years, but I think whether it's from the employees across the group, the management at various levels within the group, not only at the Group Executive Board, but also across some of our subsidiaries, and certainly within the Supervisory Board context, his experience, his way of bringing issues to the table, his ability to constructively challenge us and help us think about alternatives and get to better decisions, I think is something that we've all appreciated. He has a keen eye. He has an incredible ability to read every page and has a wonderful flair of being able to bring his findings and his questions to our attention in a way that supports excellent discussion. So, Hans, I'd like to also publicly thank you for your contributions to the group. It's been a pleasure. Thank you.
I'd also like to announce that as of the close of this meeting, Pauline is recommendation, right, of the Central Works Council of the NN Group. The draft minutes of this meeting will be published on the company's website within three months, as well as the final voting results, which will be published on the company's websites within a few days. So with that, dear shareholders, I'd like to wrap up this year's AGM. I want to take a moment to thank our shareholders for their participation and engagement. We appreciate that. Your input and feedback are invaluable as we work together to build a stronger and a more sustainable NN Group. On behalf of my colleagues in the supervisory board and the management board, I'd like to thank you for attending this meeting, whether in person or hybrid, and we look forward to seeing you next year.
Have a good day.