Voting Policy

Delta Lloyd Group shall exercise its voting rights, in the interests of the insured and other beneficiaries, in as many as possible general meetings of listed companies in which the Group holds an interest of 5% or more (in terms of control) or an interest of € 25 million or more (in terms of capital). These “5% interests” are long-term investments and constitute a core component of the investment portfolio and the capital base of the operating companies engaging in insurance activities. Delta Lloyd Group uses its voting right to exert influence on the company’s policy and aims to create value through responsible, consistent and transparent voting behaviour. In principle, Delta Lloyd Group will support the company’s management as long as the shareholders’ interests are not ignored and the principles and ‘best practices’ of the Dutch corporate governance code are not violated. Delta Lloyd Group does not give support in the form of a voting proxy for the management board of a company, but will exercise its own vote, optionally via a proxy with voting instructions.

After attending a General Meeting of Shareholders or an Extraordinary General Meeting of Shareholders, Delta Lloyd Group will post its voting behaviour on each agenda item of that meeting on its website. In addition, any relevant developments relating to the voting policy will be explained in the annual report.

In pursuing its voting policy, Delta Lloyd Group consistently seeks to form an opinion on selected sections of the code. These sections are:

• Disclosure, compliance with and enforcement of the Dutch corporate governance code (I)


• Role and procedure of the management board (II.1) and financial reporting (V.1)


• Policy on remuneration and share and option schemes for management board members and the granting of loans to management board members (II.2)


• Disclosure of conflicts of interest of management board members (II.3.4)


• Role and procedure of the supervisory board (III.1) and financial reporting (V.1)


• Disclosure of conflicts of interest of supervisory board members and major shareholders (III.6.3 and III.6.4)


• Remuneration of supervisory board members (III.7)


• Powers of shareholders (IV.1)


• Appointment and assessment of the functioning of the external auditor (V.2)

These are the sections in respect of which shareholders can exercise their rights. In forming its opinion, Delta Lloyd Group takes no account of the subjects in the Code that fall under the responsibility, whether statutory or otherwise, of the supervisory board of a listed company or of its management board. Delta Lloyd Group cannot form an adequate opinion on these subjects.

Conditions for supporting Supervisory Board and Management Board

Delta Lloyd Group is of the opinion that the management board (MB) and the supervisory board (SB) basically have better insight into the financial position and the functioning of the company and can therefore make a more informed assessment of the interests of all stakeholders. In principle, therefore, Delta Lloyd Group votes in line with the stated preference of the MB and/or SB. This takes place subject to two conditions:

• the companies in question must comply in all relevant respects with primary and secondary legislation and the code of conduct for good governance, including the provisions of the Dutch corporate governance code;


• the stated preference of the MB and/or SB must not be in conflict with the principles of Delta Lloyd Group’s voting policy.

Delta Lloyd Group’s voting policy for 5% interests assumes that the SB supervises the functioning of the MB and that the shareholders assess the manner in which the SB fulfils the principles, roles and provisions mentioned in the Dutch corporate governance code and the primary and secondary legislation in relation to the functioning of the SB and the internal and external financial reporting. Delta Lloyd Group will therefore exclusively form an opinion on the principles and provisions from the code and the law set out below and, in doing so, will act in accordance with the criteria indicated and explained below. In the case of unacceptable instances of non-application, Delta Lloyd Group will not, as a matter of course, support the MB and the SB through its voting behaviour.

The relevant sections and the criteria that Delta Lloyd Group applies in voting on these sections are described below. Delta Lloyd Asset Management represents the interests of Delta Lloyd Group in exercising the Group’s voting right, and is the division within Delta Lloyd Group that carries out the voting policy on behalf of the operating companies.

APPLY = Delta Lloyd Asset Management considers it extremely desirable that listed companies in which 5% interests are held apply this provision from the CODE;

EXPLAIN or APPL = Delta Lloyd Asset Management considers both application of this provision from the Code and, in the case of non-application, an explanation of the non-application acceptable.