The Vereniging is an association organised and existing under Dutch law.
Unlike many other associations, the Vereniging does not have the objective to act for the benefit of its members or to promote their interests. The objective of the Vereniging has been laid down in article 3 of its articles of association and is the balanced representation of the direct and indirect interests of Aegon N.V. and its group companies, insured parties, employees, shareholders and other related parties of these companies. The Vereniging achieves its objective mainly as a shareholder of Aegon N.V. by exercising the rights attached to its shareholding.
Membership and the General Meeting of Members
The number of members is determined by the general meeting of members. The Vereniging currently has seventeen members. New members are admitted by the general meeting of members on the proposal of the Executive Committee. Two members of the Executive Board of Aegon N.V. are also a member of the Vereniging. Besides monitoring the Executive Committee, the general meeting of members also has important decision-making duties, for example when exercising the Vereniging's rights as a shareholder in Aegon N.V. Members of the Vereniging have no rights in respect of the Vereniging's assets, nor in respect of distribution of its profits.
The Vereniging is managed by an Executive Committee. The number of members of the Executive Committee is determined by the general meeting of members. The Executive Committee is currently comprised of seven members, who are appointed by the general meeting of members on the nomination of the Executive Committee. The two aforementioned members of the Executive Board of Aegon N.V. are also members of the Executive Committee. The general meeting of members appoints the chairperson and the vice chairperson from amongst the members of the Executive Committee. The Executive Committee appoints a secretary of the Vereniging, who does not have to be a member of the executive committee. The Vereniging is represented by the Executive Committee; two members of the Executive Committee acting jointly are also authorized to represent the Vereniging.
Resolutions of the general meeting of members are adopted by an absolute majority of the votes cast. A qualified majority of two-thirds is required for certain decisions, specified in the articles of association. If there is a tie in voting, the Executive Committee decides. Resolutions of the Executive Committee are adopted by an absolute majority of the votes cast. A unanimous vote is required for three decisions, specified in the articles of association, including on a motion to amend the articles of association.
The two members of the Executive Board of Aegon N.V., who are also members and Executive Committee members of the Vereniging, have no voting rights in respect of several decisions, set out in the articles of association, that relate to Aegon N.V.
The above information outlines the legal structure of the Vereniging. For more detailed information reference is made to the articles of association.
In 2008, the Vereniging incorporated, as sole shareholder, Leyden Academy on Vitality and Ageing B.V. (LAVA). The capital paid-in in 2008 was €1 million (see Development of secondary objective). Leyden Academy aims to contribute to promote and improve the quality of life of the elderly. To achieve its goals, Leyden Academy offers educational programs, conducts research and initiates developments in the field of vitality and ageing. Leyden Academy does not focus solely on conducting research; it particularly wishes to assimilate knowledge and comprehension, critically evaluate these and communicate these through educational services, consultations and its public service function.