General Meeting of Shareholders
ASR Nederland N.V. 2020
20 May, 2020
1. Welcome & opening
Kick van der Pol
Chair of the Supervisory Board
General Meeting of Shareholders ASR Nederland N.V. 2020 | 2 | ||||
Presence Supervisory & Executive Board
Kick van der Pol | Herman Hintzen | Jos Baeten |
Chair of the Supervisory | Member of the Supervisory | CEO and chair of the |
Board | Board | Executive Board |
Present at a.s.r. | Virtual | Present at a.s.r. |
Cor van den Bos | Gerard van Olphen | Annemiek van Melick |
Vice Chair of the Supervisory | Member of the Supervisory | CFO and member of the |
Board | Board | Executive Board |
Present at a.s.r. | Virtual | Present at a.s.r. |
Gisella van Vollenhove | Sonja Barendregt | Ingrid de Swart |
Member of the Supervisory | Member of the Supervisory | COO and member of the |
Board | Board | Executive Board |
Virtual | Virtual | Present at a.s.r. |
General Meeting of Shareholders ASR Nederland N.V. 2020 | 3 | ||||
Agenda
- Opening
- 2019 Annual Report
- 2019 Financial Statements and Dividend
- Discharge members of the Executive Board and the Supervisory Board
- Extension of the authorities of the Executive Board
- Composition of the Executive Board
- Composition of the Supervisory Board
- Questions
- Closing
General Meeting of Shareholders ASR Nederland N.V. 2020 | 4 | ||||
Announcements
English translation
Webcast service
Order of the meeting
General Meeting of Shareholders ASR Nederland N.V. 2020 | 5 | ||||
2. 2019 Annual Report
Jos Baeten
CEO and Chair of the Executive Board
General Meeting of Shareholders ASR Nederland N.V. 2020 | 6 | ||||
Strong operational performance and robust solvency in FY19
Operating result | Solvency II (SF) | Dividend per share | ||||
€ 858m | 194% | € 1.90 | ||||
+14.5% | -3% pts | +9.2% | ||||
(FY 2018: € 749m) | (FY 2018: 197%) | (FY 2018: € 1.74) | ||||
Operating RoE | Financial leverage | Operating expenses | ||||
15.1% | 29.2% | € 656m | ||||
Target 12-14% | max. 35% | +9.1% | ||||
(FY 2018: 14.3%) | (FY 2018: 26.7% ) | (FY 2018: € 601m) | ||||
IFRS net result | Organic capital creation | Combined ratio | ||||
€ 972m | € 370m | 93.5% | ||||
+45.2% | -0.5% | Target 94-96% | ||||
(FY 2018: € 669m) | (FY 2018: € 372m) | (FY 2018: 95.7%) | ||||
General Meeting of Shareholders ASR Nederland N.V. 2020 | 7 | ||||
Delivering on our strategy in pursuit of sustainable value creation
Financial self-reliance and | Vitality and (sustainable) | Climate change and energy | ||
inclusiveness | employability | transition | ||
Non-financial targets for the 2019 − 2021 period
Meeting customer needs | Sustainable investments | Sustainable investments | Employee contribution to local |
Net promoter score by 2021 | % carbon footprint measured of investment | Impact investments by 2021 | society(in no. of hours per annum) |
portfolio by 2021 |
>95% | >€ 1.2bn | +5% | |
FY 2019: 44 | FY 2019: 89% | FY 2019: € 0.9bn | FY 2019: +42% |
General Meeting of Shareholders ASR Nederland N.V. 2020 | 8 | ||||
Solid progress in executing our strategy in 2019
A | Non-life business domains with growth potential |
- Combination of Loyalis, Veherex and Vitality partnership strengthens client proposition in business domain of sustainable employability. Vitality positively received with an inflow of 11,000 customers in first two months
- Successful implementation of new IT system within P&C allowing for more efficient administration and claims handling
- Net growth of 85,000 customers in Health
- Robust and predictable service books
- Successful migration of the Individual life books of a.s.r. and Generali completed. Over 800,000 policies were migrated to the SaaS platform leading to more cost variability
- GWP growth in Life due to growth in WnP and the addition of Loyalis, partly offset by the decline in Individual life
- Asset management related growth business
- Assets under Management ("AuM") for third parties increased by € 3.2bn to € 20.7bn mainly driven by growth in the Mortgage fund of € 2.1bn
- Mortgage fund > € 5bn (including commitments)
- Strong growth of new DC pension sales (+50% GWP) and DC AuM increased to € 1.3bn
- Divestments
- Savings portfolio and the related mortgage portfolio of a.s.r. bank were sold, closing finalised in H2 2019. Remaining investment accounts in the process to be transferred to Van Lanschot Kempen, expected to be finalised in H1 2020
General Meeting of Shareholders ASR Nederland N.V. 2020 | 9 | ||||
Dividend postponed as a.s.r. follows recommendation EIOPA and DNB
It remains our intention to pay the remainder of the dividend and resume the share buyback program in the second half of 2020 if and when in line with our existing dividend policy and appropriate given the developments of COVID-19.
Dividend per share (in €)
Interim dividend
Final dividend | CAGR +14.4% | ||
+9.2% | |||
1.90 | |||
1.74 | |||
1.63 | |||
1.27 | 1.20 | ||
1.09 |
0.650.70
FY 2016 | FY 2017 | FY 2018 | FY 2019 |
- Proposed full year dividend amounts to € 1.90 per share, an increase of 9,2%. Taking into account the interim dividend of € 0.70, a final dividend of € 1.20 per share remains.
- Dividend policy: apay-out ratio of 45% to 55% of the net operating result attributable to shareholders (i.e. net of hybrid costs and after tax)
General Meeting of Shareholders ASR Nederland N.V. 2020 | 10 | ||||
COVID -19
Customers
Employees
Contribution to society
Q1 trading update
Business performance
General Meeting of Shareholders ASR Nederland N.V. 2020 | 11 | ||||
Q1 trading update - limited impact COVID-19 on operational performance
- Operating result amounted to € 184 million (Q1 2019: € 208 million) which include € 13 million of claims related to the storm in February and €18 million negative impact fromCOVID-19 of which €12 million due to an addition to unit-linked reserves and € 6 million in claims in Disability
- Combined ratio for P&C and Disability remained strong at 94.7% (Q1 2019: 94.3%), the increase in claims in disability by € 6 million due toCOVID-19 is partly offset by a strong combined ratio of P&C despite the February storm
- Solvency II ratio amounted to approximately 235% at 31 March 2020 on standard formula (FY 2019: 194%), primarily driven by the significant increase in the volatility adjustment (VA) to 46 basis points. This ratio takes into account the future payment of the postponed 2019 final dividend and the buyback of own shares for a total amount of € 75 million (of which circa € 50 million has already been executed)
- Gross written premium amounted to € 1,839 million, an increase of 18.3% compared to the first quarter last year; organic growth of P&C and Disability amounted to 7.6%
General Meeting of Shareholders ASR Nederland N.V. 2020 | 12 | ||||
Impact on our business
Life segment
- Overall exposed to the risk of people living longer (longevity)
- We expect that the negative mortality impact on Individual life and Funeral will be offset by favorable development in Pensions
- Impact from impairments and revaluations in our investment portfolio fall into incidental result and are not part of the operating result
Non-life segment
- Disability: appears to be the product line whose operations are most directly affected by the lockdown and social distancing. At the start of thelock-down we witnessed an increase in claims, which more recently eased off somewhat. These claims cannot be properly assessed given the social distancing rules and reintegration programs are facing delays
- Health: higher expectedCOVID-19 related claims, partially offset by fewer claims from regular medical treatments
- P&C: temporary favorable experience due to fewer claims in motor, partly offset by higher claims in travel
Investment portfolio
- Our investment portfolio is of high quality, primarily consisting of government bonds with an average credit rating of AAA/AA and our corporate and financials bond portfolio with an average credit rating of A-
- Small exposure to the sectors which have been hit most such as Oil & Gas and Leisure
-
Rating migration: full letter downgrade on 20%
credit portfolio: -5%-points SII1 - Real estate portfolio is focused on higher quality properties in retail, offices and residential real estate
- Solid mortgage portfolio with an average LTV of 74% and 40% of the portfolio is NHG (government guarantee)
1The impact is based on the required capital for spread risk | |||||
General Meeting of Shareholders ASR Nederland N.V. 2020 | 13 | ||||
Impact COVID-19 overview
- While we expect to experience further adverse impact in the remainder of the year, it is still too early to make a realistic and credible assessment of what the full impact of theCOVID-19 virus will be on a.s.r.'s business and financial performance. This will depend on a number of factors, including the extent and duration of disruption and the impact on the global economy and financial markets
- However the operating result for the full year 2020 is expected to ease off from the record year of 2019 towards the level of 2018
- Based on today's knowledge no need to adjust the medium term target (2021) for organic capital creation
- Strong organic growth of gross written premiums in the first quarter for P&C and Disability combined (+7.6%) is expected to flatten during the remainder of 2020
- We continue to run our company with a strong balance sheet to protect the interests of policyholders and to safeguard our dividend paying capability
- It remains our current intention to pay the remainder of the 2019 dividend and resume the share buyback program in the second half of 2020 in line with our existing dividend policy and when appropriate given the developments ofCOVID-19
General Meeting of Shareholders ASR Nederland N.V. 2020 | 14 | ||||
Q&A
General Meeting of Shareholders ASR Nederland N.V. 2020 | 15 | ||||
2b. Report of the Supervisory Board
Kick van der Pol
Chair of the Supervisory Board
General Meeting of Shareholders ASR Nederland N.V. 2020 | 16 | ||||
2c. Corporate governance
Kick van der Pol
Chair of the Supervisory Board
General Meeting of Shareholders ASR Nederland N.V. 2020 | 17 | ||||
2c. Corporate governance
Section 5.1 of the Annual Report 2019
- Executive Board currently exists of 3 members; CEO, CFO and COO
- Recent change in composition Executive Board
- New members Ingrid de Swart and Annemiek van Melick
General Meeting of Shareholders ASR Nederland N.V. 2020 | 18 | ||||
2d. Remuneration Report
Kick van der Pol
Chair of the Supervisory Board
General Meeting of Shareholders ASR Nederland N.V. 2020 | 19 | ||||
2d. Execution of the remuneration policy
Section 5.3 of the Annual Report 2019
- Remuneration complies with prevailing legislation and regulations
- No variable pay for members of the Executive Board
- As of 1 January 2020 new Remuneration policy in place. Adopted at the AGM 2019 with a 84% of the votes
General Meeting of Shareholders ASR Nederland N.V. 2020 | 20 | ||||
2d. Remuneration Report
Advisory vote to adopt the 2019 remuneration report
- Questions
- Voting
General Meeting of Shareholders ASR Nederland N.V. 2020 | 21 | ||||
3. Financial statements & dividend
Cor van den Bos
Chair of the Audit & Risk Committee
General Meeting of Shareholders ASR Nederland N.V. 2020 | 23 | ||||
3. Financial statements & dividend
Maarten Koning
EY
General Meeting of Shareholders ASR Nederland N.V. 2020 | 24 | ||||
General meeting ASR Nederland N.V.
Audit financial statements 2019 Ernst & Young Accountants LLP
20 mei 2020
Agenda
- Audit approach & focus - scope, strategy and execution
- Fraud andnon-compliance with laws and regulations
- Key Audit Matters
- Directors' report
- Outcomes
- Communication and interaction
Maarten Koning
Partner
Page 26 | 20 May 2020 | ASR NL |
COVID-19
- Non-adjustingsubsequent event for the 2019 financial statements
- Management made appropriate disclosures about the uncertainty and impact of this event, taking into account the information available when issuing the financial statements (dated 24 March 2020). We refer to chapters 1.2 CEO Statement and 4.2 Risk management and the disclosure about Events after the balance sheet date (note 6.7.7).
- We draw the attention of the users of the financial statement to this event and disclosures through an 'Emphasis of Matters'- paragraph in our Auditor's Report dated 24 March 2020.
- COVID-19(related) developments impacting a.s.r. between 24 of March 2020 (preparation date/approval date Supervisory Board) and 20 May 2020 (adoption date) will in principle not result in a change to the 2019 financial statements. For a listed entity, significant events should be communicated through a press release (e.g. deferral of dividend proposal).
Page 27 | 20 May 2020 | ASR NL |
Audit approach & focus
Scope | Strategy |
Statutory and consolidated financial | Responsibilities |
statements | |
Audit | Teaming |
Core team | |
Annual report | Experts |
Compliance with legal requirements / | |
(no) material misstatements | Materiality |
Non-financial | |
information |
Communication
Page 28 | 20 May 2020 | ASR NL |
Execution
Approach
Risk assessment Audit procedures
Fraud and non-compliance with laws and
regulations Cyber risks
Key Audit Matters
Fraud and non-compliance with laws and regulations
- Current topic
- Responsibilities
- Procedures
- Wwft
- Indirect impact on financial reporting
- Involvement of EY experts of Fraud & Integrity Services
- Our procedures
- Identifiednon-compliance:
- Evaluation of impact ofnon-compliance for its operations and financial reporting
- Evaluation of remediation plans
Page 29 | 20 May 2020 | ASR NL |
Key Audit Matters
- Loyalis N.V. Acquisition(New)
- Valuation and adequacy of insurance contract liabilities (including shadow accounting) due to the complexity and use of assumptions
- Fair value measurement of investments and related disclosures
- Solvency II disclosure
- Unit-linkedexposure
- Reliability and continuity of electronic data processing
- Classification ASR Bank N.V. as held for sale and discontinued operation
[No longer included compared to 2018: Generali Acquisition; due to fact that this acquisition was finalized in 2018 and prese nted in the 2018 financial statements]
- Estimations and assumptions in relation to the financial statements
Page 30 | 20 May 2020 | ASR NL |
Directors' report
Non-financial information
- EU Directive (2014/95) -Non-financial information and diversity
Remuneration
- Implementation shareholders rights directive - impact on remuneration reports
Non-financial information - Assurance engagement
- Level of assurance: limited assurance
- Procedures
- Financial reporting standards/criteria in line withGRI-standards
- Focus on KPI's, climate disclosures and impact investing
- Assurance report
Page 31 | 20 May 2020 | ASR NL |
Outcomes
- Opinion: unqualified audit opinion
- Statutory and consolidated
- Directors' report
- Going concern
- Sustainability report: unqualified review opinion
Page 32 | 19 May 2020 | ASR NL |
Communication and interaction
- Our reports
- Meetings and interactions with the Board, Supervisory Board and Audit Committee
- The way we interact with these bodies and committees
- Independence
- We started transition procedures to the incoming auditors of KPMG in accordance with NBA- handreiking 1134 "Samenwerking voorgaande en opvolgende accountant"
- Conclusive remark
Page 33 | 20 May 2020 | ASR NL |
Annual General Meeting ASR Nederland N.V.
3. Financial statements & dividend
- Proposal to adopt the financial statements for the financial year 2019
- Questions
- Voting
General Meeting of Shareholders ASR Nederland N.V. 2020 | 35 | ||||
3. Financial statements & dividend
- Notes to the dividend policy
- Questions
- Dividend 2019
- Questions
General Meeting of Shareholders ASR Nederland N.V. 2020 | 37 | ||||
4. Discharge
- Proposal to discharge each member of the Executive Board for execution of their duties in the financial year 2019
- Questions
- Voting
General Meeting of Shareholders ASR Nederland N.V. 2020 | 38 | ||||
4. Discharge
- Proposal to discharge each member of the Supervisory Board for execution of their duties in the financial year 2019
- Questions
- Voting
General Meeting of Shareholders ASR Nederland N.V. 2020 | 40 | ||||
5. Extension of the authorities of the Executive Board
- Proposal to extend the authorization of the Executive Board to issue shares and/or grant the right to subscribe for shares
- Up to a maximum of 10% of the share capital
- For a period of 18 months
- Subject to approval of the Supervisory Board
- Provided that this authorization will not be used for stock dividend
General Meeting of Shareholders ASR Nederland N.V. 2020 | 42 | ||||
5. Extension of the authorities of the Executive Board
- Proposal to extend the authorization of the Executive Board to issue shares and/or grant the right to subscribe for shares
- Questions
- Voting
General Meeting of Shareholders ASR Nederland N.V. 2020 | 43 | ||||
5. Extension of the authorities of the Executive Board
- Proposal to extend the authorization of the Executive Board to limit or exclude statutorypre-emption rights
- In connection with the issue authorization granted under agenda item 5a
- For a period of 18 months
- Subject to approval of the Supervisory Board
General Meeting of Shareholders ASR Nederland N.V. 2020 | 45 | ||||
5. Extension of the authorities of the Executive Board
- Proposal to extend the authorization of the Executive Board to limit or exclude statutorypre-emption rights
- Questions
- Voting
General Meeting of Shareholders ASR Nederland N.V. 2020 | 46 | ||||
5. Extension of the authorities of the Executive Board
- Proposal to extend the authorization of the Executive Board to acquire the company's own shares
- For a period of 18 months
- Subject to approval of the Supervisory Board
- Up to a maximum of 10% of the share capital
- At a price between the nominal share value and 10% above an average
- Closing price over a period of 5 days preceding the day of acquisition of the shares
General Meeting of Shareholders ASR Nederland N.V. 2020 | 48 | ||||
5. Extension of the authorities of the Executive Board
- Proposal to extend the authorization of the Executive Board to acquire shares
- Questions
- Voting
General Meeting of Shareholders ASR Nederland N.V. 2020 | 49 | ||||
6. Composition of the Executive Board
- Proposal of the Supervisory Board to reappoint Jos Baeten as member and Chair of the Executive Board
- Questions
General Meeting of Shareholders ASR Nederland N.V. 2020 | 51 | ||||
7. Composition of the Supervisory Board
- Resignation of Cor van den Bos as member of the Supervisory Board
General Meeting of Shareholders ASR Nederland N.V. 2020 | 52 | ||||
7. Composition of the Supervisory Board
-
Proposal to reappoint Herman Hintzen as member of the Supervisory Board Questions
• Voting
General Meeting of Shareholders ASR Nederland N.V. 2020 | 53 | ||||
8. Questions
General Meeting of Shareholders ASR Nederland N.V. 2020 | 55 | ||||
9. Closing
Thank you for your attendance
56
Attachments
- Original document
- Permalink
Disclaimer
ASR Nederland NV published this content on 20 May 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 June 2020 10:37:02 UTC