AEGON’s Executive Board is charged with the overall management of the company and, as such, is responsible for achieving the company’s aims, strategy and associated risk profile, as well as overseeing any relevant sustainability issues and the development of the company’s earnings. Each member has duties related to his or her specific area of expertise. The number of Executive Board members and their terms of employment are determined by the company’s Supervisory Board. Executive Board members are appointed by the General Meeting of Shareholders following nomination by the Supervisory Board. 

For certain decisions – detailed in AEGON’s Articles of Association – the Executive Board must seek prior approval from the Supervisory Board. In addition, the Supervisory Board may also choose to subject other Executive Board decisions to its prior approval. 

## Management Board 

AEGON’s Executive Board is assisted in its work by the company’s Management Board, which comprises six members, including the members of the Executive Board$^{ 1}$. During 2010, AEGON’s Management Board was composed of Alexander R. Wynaendts, Jan J. Nooitgedagt, Mark Mullin, Marco B.A. Keim, Otto Thoresen and Gábor Kepecs. 

## Severance payments 

The employment contracts with current members of the Executive Board contains provisions entitling them to severance payments, should their employment be terminated as a result of a merger or takeover$^{ 2}$. As part of the capital transaction agreed with the Dutch State in 2008, severance payments for the members of the Executive Board are limited to a maximum of one year’s fixed salary. The company’s Remuneration Policy for the Executive Board also limits the exit arrangement to a maximum of one year’s fixed salary$^{ 3}$. 

## Supervisory Board 

AEGON’s Supervisory Board oversees the management of the Executive Board, as well as the overall course of the company’s business and corporate strategy. In its deliberations, the Supervisory Board must take into account the interests of all AEGON stakeholders. The 

Supervisory Board operates according to the principles of collective responsibility and accountability. 

## Appointment of Board members 

Members are appointed by the General Meeting of Shareholders following nomination by the Supervisory Board itself. At present, AEGON’s Supervisory Board consists of ten non-executive members, one of whom is a former member of AEGON’s Executive Board. 

## Committees 

The Supervisory Board also oversees the activities of several Committees. These Committees are composed exclusively of Supervisory Board members and deal with specific issues related to AEGON’s financial accounts, risk management strategy, executive remuneration and appointments. These Committees are: 

■ The Audit Committee 

■ The Risk Committee 

■ The Compensation Committee 

■ The Nominating Committee 

## Composition of the Board 

AEGON endeavors to ensure that the composition of the company’s Supervisory Board is well balanced. A profile has been drawn up outlining the required qualifications of its members. Supervisory Board members are no longer eligible for appointment after the age of 70, unless the Board itself decides to make an exception. Supervisory Board members’ remuneration is determined by the General Meeting of Shareholders. 

## AEGON’s ownership structure and exercise of control 

As a publicly listed company, AEGON is required to provide the following detailed information regarding any structures or measures that may hinder or prevent a third party from acquiring the company or exercising effective control over it. 

## Capital of the company 

AEGON has authorized capital of EUR 610 million, divided into three billion common shares, each with a par value of EUR 0.12 and one billion class A and class B preferred shares, each with a par value of EUR 0.25. At the end of 2010, a total of 1,736,049,139 common shares and 280,710,000 preferred shares had been issued. 

