## ❏ OUR GOVERNANCE 

## ❏ REPORT OF THE SUPERVISORY BOARD 

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

## Oversight and advice 

In performing their duties, 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 currently consists of ten members (for further details on the individual members of AEGON’s Supervisory Board, please see pages 61 to 63). The Supervisory Board makes recommen dations to the General Meeting of Shareholders concerning all appointments and reappointments and dismissals from both the Executive Board and the Supervisory Board itself. In addition, the Supervisory Board determines the remuneration of individual members of the Executive Board in line with the Remuneration Policy as adopted by the company’s General Meeting of Shareholders. 

## Corporate governance 

Details of AEGON’s corporate governance structure and a summary of the company’s compliance with the Dutch Corporate Governance Code may be found on pages 74 to 75 of this Annual Report. In 2008, the capital agreement with the Dutch State prompted certain changes to AEGON’s corporate governance structure. As part of the agreement, the Dutch State now has two representatives on the company’s Supervisory Board. Until AEGON has repurchased 3/4 of the core capital securities, approval from these representatives is required for certain decisions$^{ 1}$, including: 

■ The issuance and repurchase of shares and debentures. 

■ Changes to the company’s Remuneration Policy. 

■ Any acquisitions or divestments with a value of 25% or more of AEGON’s issued capital and reserves. 

A full report on AEGON’s compliance with the Dutch Corporate Governance Code is available on www.aegon.com. 

## Supervisory Board meetings and activities Attendance 

In 2010, the Supervisory Board held a total of seven regular meetings and several additional conference call meetings. No members of the Supervisory Board were frequently absent from these meetings. All regular meetings were either preceded or followed by closed meetings not attended by members of the Executive or Management Board. 

In accordance with AEGON’s Supervisory Board Rules, all regular meetings in 2010 were preceded by preparatory meetings, attended by the Chairman, the Vice Chairman of the Supervisory Board and, from time to time, the Chairman of the Audit Committee, as well as by the Chief Executive Officer and Chief Financial Officer from the company’s Executive Board. 

Meetings of the Supervisory Board’s committees were usually held before the meetings of the full Supervisory Board. Members of AEGON’s Executive and Management Boards attended all Supervisory Board meetings held in 2010. Other company executives also attended the meetings at the request of the Supervisory Board to update it on various subjects. Representatives from Ernst & Young, AEGON’s external auditor, attended the discussions on the company’s results. 

In 2010, discussions within AEGON’s Supervisory Board focused on the following issues, among others: 

■ Strategy and Group Plan, including the strategic priorities 

■ Budget and Capital Plan 2011 

■ Quarterly results 

■ European Commission approval process of the capital agreement with the Dutch State 

■ Finance and accounting 

■ Risk management 

