Corporate governance


AEGON N.V. is a public company under Dutch law. It is governed by three corporate bodies: the General Meeting of Shareholders, the Executive Board and the Supervisory Board 1.


General Meeting of Shareholders

A General Meeting of Shareholders is held at least once a year. Its main function is to decide matters such as the adoption of annual accounts, the approval of dividend payments and appointments to AEGON’s Executive and Supervisory Boards. When necessary, the Executive or Supervisory Board has the authority to convene an Extraordinary Meeting of Shareholders.

At the meeting, each share carries one vote. Under certain circumstances, however, preferred shares carry 25/12 votes each in line with their higher nominal value. Resolutions are adopted by an absolute majority of votes cast, unless the law or AEGON’s own corporate statutes stipulate otherwise.

The Executive Board

The Executive Board is charged with the management of the company. Each member of the board has duties related to his or her specific areas of expertise. Members are nominated by the Supervisory Board and appointed by the General Meeting of Shareholders. Members of the Executive Board serve four-year terms, renewable for further periods of four years. The Executive Board currently has three members.

The Supervisory Board

AEGON’s Supervisory Board oversees the management of the Executive Board as well as the overall course of the Group’s business and corporate strategy and shall take into account the relevant interest of AEGON’s stakeholders. The Supervisory Board operates according to the principles of collective responsibility and accountability. Members are appointed by the General Meeting of Shareholders, following nomination by the Supervisory Board. They serve four-year terms, renewable for further periods also of four years. Supervisory Board members are no longer eligible for reappointment after the age of seventy, unless the Board itself decides to make an exception to this rule.

AEGON’s Supervisory Board consists of eleven non-executive members, all but one of whom may be considered independent, according to the definition set out in the Dutch Corporate Governance Code.

The Supervisory Board relies on its four committees:

  • Audit Committee
  • Compensation Committee
  • Nominating Committee
  • Strategy Committee

These committees prepare specific issues for decision-making by the Supervisory Board.

Dutch Corporate Governance Code

As a company based in the Netherlands, AEGON adheres to the Dutch Corporate Governance Code. This Code came into effect at the beginning of 2004. AEGON endorses this code and strongly supports its principles for sound and responsible corporate governance. The Group regards the Code as an effective means of ensuring that the interests of all stakeholders are represented and taken into account. The Code promotes transparency in decision-making and helps strengthen the principles of good governance. For more detailed information, please visit the company’s website at www.aegon.com.

Capital structure

AEGON has authorized capital of EUR 610,000,000, divided into three billion common shares, each with a par value of EUR 0.12, as well as one billion class A and class B preferred shares, with a par value of EUR 0.25. As of December 31, 2007, AEGON had 1,636,544,530 common shares and 246,850,000 preferred shares outstanding. These represented 76.1% and 23.9% respectively of AEGON’s total issued and fully paid up capital.

AEGON has an international shareholder base, a reflection of the global spread of the Group’s businesses. Approximately 86% of AEGON’s common shares are held by institutional investors, with the remaining 14% in the hands of retail shareholders. AEGON is committed to ensuring that all shareholders, bondholders and other investors in the company have access to clear, accurate, timely and transparent information.

AEGON’s largest single shareholder is the Vereniging AEGON, an association established to protect the interest of all the Group’s various stakeholders. Vereniging AEGON currently holds 171,974, 055 common shares and all outstanding 246,850,000 preferred shares. As the holder of preferred shares, Vereniging AEGON is entitled to cast 25/12 (approximately 2.08) votes per share.

However, under a voting rights agreement, Vereniging AEGON has voluntarily waived this right, except in the event of ‘special causes’. These ‘special causes’ are defined in greater detail in the Preferred Shares Voting Rights Agreement, published on AEGON’s website. They include the acquisition by a third party of an interest in AEGON amounting to 15% or more, a tender offer for outstanding AEGON N.V. shares or a proposed business combination by any person or group of persons, whether individually or as a group, other than in a transaction approved by the Executive and Supervisory Boards. If, at its sole discretion, Vereniging AEGON determines that a ‘special cause’ has occured, it shall notify the General Meeting of Shareholders. In this event, Vereniging AEGON retains its full voting rights for a limited period of six months.

AEGON’s common shares are listed on four stock exchanges in Amsterdam, London, New York and Tokyo. These listings give AEGON access to global capital markets, a vital part of the Group’s overall corporate and financial management strategies.

  1. For further details on how AEGON’s corporate governance practices differ from those required of US companies under New York Stock Exchange standards, please refer to the Corporate Governance section of AEGON’s website (www.aegon.com).