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Where a Supervisory Board member retired from the SB or stepped down from a Committee or was appointed during the year, only meetings that were held during his / her tenure are taken into account. 

The Board meetings were preceded or followed by Executive Sessions, meetings of the Supervisory Board absent of members of the Executive or Management Boards. In accordance with Aegon’s Supervisory Board Rules, regular Board meetings were preceded by preparatory conference call meetings. These were attended by the Chairman and Vice Chairman of the Supervisory Board, the Chairman of the Audit Committee, the Chairman of the Risk Committee, and the CEO and CFO who sit on the company’s Executive Board. 

Meetings of the Committees of the Supervisory Board were usually held before the meetings of the full Supervisory Board. No Supervisory Board members were frequently absent from Committee meetings. Members of Aegon’s Executive and Management Boards attended the Supervisory Board meetings held in 2013. At the request of the Supervisory Board, other company executives also attended the meetings to provide updates. Representatives from Aegon’s external auditors EY attended the discussions on the Company’s 2013 results. 

## Activities 

In 2013, discussions by Aegon’s Supervisory Board included the following issues: 

■ Strategy, including Aegon’s sustainability program, and business reviews; 

■ Acquisitions, divestments and restructuring of businesses; 

■ Preferred Share Amendment Plan; 

■ Executive Board and senior management succession planning; 

■ Executive remuneration; 

■ Governance and composition of the Supervisory Board; 

■ New product development; 

■ Customer centricity; 

■ Human resources, including talent development and results of the employee survey; 

■ Annual and quarterly results, dividend and Group Plan 2014- 2016, including the 2014 budget, and the capital plan; 

■ Capital position and Solvency II; 

■ Enterprise risk management; 

■ Investor relations; 

■ Legal, regulatory and compliance issues; 

■ Accounting changes. 

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## Highlights 

A key development in 2013 was the cancellation of the preferred shares owned by Vereniging Aegon, which was announced on February 15, 2013, and approved by shareholders at the annual General Meeting of Shareholders on May 15, 2013. This transaction resulted in a simplified capital structure, while enabling the Company to maintain a high-quality capital base under expected upcoming European solvency requirements. In 2012 and early 2013 the Board discussed the merits of the transaction extensively, taking into account the interests of both Aegon and its shareholders. 

In 2013, the Board focused on the continued execution of the strategic objectives, most notably the shift from spread to fee income, and the growth of the at-retirement business in the company’s established markets, and the protection and savings business in its developing markets. The Board discussed with management the company’s progress toward customer centricity, supported by investments in digital capabilities and the extension of its distribution reach through partnerships with several trusted financial and non-financial brands. Another key topic was the refinement of the financial strategy presented to investors and analysts in June 2013, which supports a balanced capital deployment strategy and a sustainable dividend. 

The Board supported the appointment of Mrs. Brenda Clancy as Global Chief Technology Officer, further strengthening Aegon’s long-term strategic commitment to a culture of innovation and the use of technology to improve customer relationships and pursue operational excellence. She is also entrusted with ensuring the suitability and quality of the Aegon’s IT infrastructure and cyber security. 

In the quarterly meetings, the Board discussed the business units’ business initiatives, use of technology, mergers and acquisitions activity, and regulatory issues, and studied relevant developments at competitors in a peer group review. The Board also expressed its support for launching an Aegon Corporate Venture Fund, which was presented by management. The Aegon Corporate Venture Fund is designed to accelerate Aegon’s 

