content_image/190155.jpg content_image/190156.jpg
## Governance Report of the Supervisory Board 

The Supervisory Board is entrusted with the task of supervising and advising the Executive Board on management of the company, and overseeing Aegon’s strategy and the general course of its businesses. 

## Oversight and advice 

In performing their duties, the members of the Supervisory Board are guided by the interests of Aegon and the company’s stakeholders. The Supervisory Board is a separate corporate body, independent of the Executive Board. The Supervisory Board consists of nine members (for further details of the individual members of Aegon’s Supervisory Board, please see pages 99 and 100). The Supervisory Board makes recommendations to the General Meeting of Shareholders concerning all appointments and reappointments to, and dismissals from, both the Executive Board and the Supervisory Board. In addition, the Supervisory Board determines the remuneration of individual members of the Executive Board in line with the Remuneration Policy adopted at the company’s General Meeting of Shareholders. Overall accountability for Aegon's remuneration governance also sits with the Supervisory Board, such to be advised by its Compensation Committee. This includes the responsibility for designing, approving and maintaining the Aegon Global Remuneration Framework, including the remuneration policies for the Executive Board, Identified Staff and for staff in Control Functions. 

## Corporate governance 

Details of Aegon’s corporate governance structure and a summary of the company’s compliance with the Dutch Corporate Governance Code are on pages 108 to 111 of the Annual Report and in the Corporate Governance Statement published on aegon.com. 

## Composition of the Supervisory Board and Executive Board 

## Supervisory Board 

The composition of the Board is discussed in meetings of the Board and in particular by the Nominating Committee. An overview of the composition in 2013 is included in this report on pages 96 and 97. In 2013, the term of Mr. Shemaya Levy expired. He was reappointed for a new term of four years by the shareholders on May 15, 2013. On the same day shareholders approved the appointment of Mrs. Dona D. Young to the Board for a term of four years. In September 2013, Mrs. Karla M.H. Peijs announced her retirement from the Board on September 30, 2013. The Board is grateful for her many years of service to Aegon and the Board. 

<img src='content_image/190155.jpg'>

All members of the Supervisory Board are considered independent under the terms of the Dutch Corporate Governance Code, with the exception of Mr. Kornelis J. Storm. Mr. Storm is not regarded as independent within the definition of the Code as he served as Chairman of Aegon’s Executive Board prior to his retirement in April 2002. Mr. Storm joined the Supervisory Board in July 2002. He will step down from the Supervisory Board at the Annual General Meeting in May 2014 at the end of his third and last term. On February 20, 2014, Mr. Antony Burgmans announced that he will step down from the Board as per April 1, 2014, in order to comply with the Dutch Act on Management and Supervision (“Wet bestuur en toezicht”). 

## Executive Board 

The Executive Board consists of two members, Mr. Alexander R. Wynaendts, Chief Executive Officer (CEO), and Mr. Darryl D. Button, Chief Financial Officer (CFO). Mr. Button was appointed to the Executive Board for a term of four years by the shareholders on May 15, 2013, succeeding Jan J. Nooitgedagt as CFO. The Board extends its gratitude to Jan Nooitgedagt, who joined Aegon as CFO in 2009 during the financial crisis for his important contributions to steering Aegon to where it is today, with a strong capital position and solid balance sheet. 

In compliance with the Dutch Corporate Governance Code, members of the Executive Board are appointed by shareholders for a term of four years, with the option of reappointment for further four-year terms. In 2014, no members are due for reappointment. The appointment schedule for members of the Executive Board is included in the company’s Executive Board Rules and posted on Aegon’s corporate website, aegon.com. 

## Supervisory Board meetings 

## Attendance 

In 2013, the Supervisory Board held a total of seven regular (face to face) meetings and six additional conference call meetings. Seven out of the ten members attended all regular Board meetings and three members missed one meeting. Attendance details are provided in the table on page 94. 

<img src='content_image/190156.jpg'>

