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Ageas
About us
Corporate Governance
Remuneration
Supervision, Audit and Accounting policies
Legal structure
1. Governance charter
Ageas is an international group with a Belgian parent company to which the Belgian Code on Corporate Governance applies. Based on this code, Ageas has developed its own governance charter that serves as a guide for Ageas’s governance and sets the principles of business conduct.
Whenever needed, the Charter will be supplemented with factual disclosures on Ageas governance in the Annual Report, and with other official disclosures on Ageas governance.
2. Articles of association
ageas SA/NV is incorporated in Belgium, with its registered office at Bolwerklaan / Avenue du Boulevard 21 – 1210 Brussels.
3. Simplification of the legal structure
In 2012 Ageas finalised the simplification of its legal structure and the reverse stock split. At the Extraordinary General Meetings of Shareholders held on 28 and 29 June 2012, the shareholders passed resolutions approving the proposal to merge ageas SA/NV and ageas N.V. and the merger proposal to carry out a reverse stock split at a ratio of 1 for 10, subject to suspensive conditions. The suspensive conditions were met on time and both resolutions entered into effect as foreseen on 7 August 2012.
Performance and remuneration
Ageas’s remuneration policy is based on a tailor-made methodology to evaluate both the performance of Ageas and its executives and employees. In addition to performance incentives, careful attention is given to the Group values.
The current remuneration policy came into force as of 1 January 2010 and was adopted by the General Meetings of Shareholders on 28 and 29 April 2010 in respectively Brussels and Utrecht.
Reports
The following notes contain detailed information on the remuneration of individual members of Ageas’s Board of Directors and Executive Committee members.
External Supervision
Ageas is subject to different forms of external supervision.
The regulatory framework within which Ageas operates is based on Ageas’s status as an insurance group and on the status of ageas SA/NV as a listed company.
Supervision
As providers of insurance services, all insurance companies within Ageas are subject to prudential supervision by the national supervisory bodies for insurance in their domicile country. In addition to the above, Ageas is also subject to the supplementary supervision as prescribed in the EU directive on the supervision of insurance holding companies. Supplementary supervision covers areas such as the shareholding structure, the reliability of directors and management, the organisational structure, the investment policy, risk concentration and intra-group activities. Supplementary supervision is exercised by the competent authorities of the member state in which the insurance undertaking has received official authorisation. Where insurance undertakings authorised in two or more member states have as their parent undertaking the same insurance holding company, the competent authorities of the member states concerned may reach agreement as to which of them will be responsible for exercising supplementary supervision. In practice, Ageas is subject to the prudential supervision of the Belgian National Bank. As an issuer of listed securities, the Company is subject to the listing requirements of Euronext Brussels and it is subject to supervision by the Financial Services and Markets Authority (FSMA). In each of its customer markets, Ageas is also subject to supervision regarding the quality of its products and services and their compliance with codes of conduct and professionalism.
External Auditors
In compliance with the local legal rules and regulations, the Annual General Meeting of 16 May 2018, appointed PwC Bedrijfsrevisoren/Réviseurs d’entreprises, as new external auditor for Ageas Group, for the mandatory term of three years, with effect from the 2018 financial year.
Ageas SA/NV
21, Avenue du boulevard / 21, Bolwerklaan
1210 Brussels, Belgium
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