AEGON N.V. Investment Policy

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1 the hague, november 2011 AEGON N.V. Responsible Investment Policy life insurance pensions asset management

2 1 / 7 Introduction AEGON N.V., through its member companies that are collectively referred to as AEGON or the AEGON Group, is a leading provider of life insurance, pensions and asset management. AEGON is also active in accident, supplemental health and general insurance, and limited banking products and services. AEGON s main markets are the United States, the Netherlands and the United Kingdom and it is present in more than 20 countries in the Americas, Europe and Asia. AEGON manages investments for its own account and on behalf of its policyholders, and also provides customers with access to a broad range of investment products. For a large proportion of its assets, AEGON acts as the investment manager or is involved in the process of selecting investment managers. AEGON places great importance on the responsibilities it has to provide insurance and investment products offering the best longterm risk-adjusted returns possible, consistent with individual customer requirements. AEGON is a significant investor in a large number of industries and companies, and takes its responsibility as a capital provider seriously. AEGON aims to contribute broadly to wellbeing and sustainable development through active ownership, and also believes that integrating environmental, social, and governance (ESG) criteria into ownership and investment decision-making can have a positive impact on long-term risk-adjusted financial returns. In line with these views, in February 2011, AEGON Asset Management (AAM) signed the United Nations Principles of Responsible Investment (UN PRI). Scope This policy outlines AEGON s approach to responsible investment. It applies to all AEGON wholly-owned or majority-owned companies, where it has management control. In cases where AEGON has an equity interest in life insurance, pension or asset management businesses but where it does not have management control, it will use its influence to apply the spirit of this policy. This policy is intended to apply to all of the major asset classes as far as is practical. Where there is no conflict with this policy, AEGON asset owners and asset managers may adopt additional policies in order to meet local regulatory, customer or other stakeholder requirements. Application The application of this policy is as follows: AEGON s role as asset owner The policy applies to the assets within AEGON s General Account ( GA ) which consists of funds held on the balance sheet of AEGON for its own account, for the purposes of meeting the guaranteed liabilities to its customers, and shareholders funds available for investment.

3 2 / 7 AEGON s role as asset manager AEGON s asset management units will implement this policy in relation to the GA assets that they are mandated to manage. Consistent with its signing of the UN PRI, AAM will integrate ESG factors into its decision-making and develop its capacity to engage on ESG issues. With regards to other funds managed by AEGON s asset management units (including segregated accounts and unit-linked funds), AEGON will apply those elements of the policy consistent with fiduciary responsibility and the mandate provided by its customers. External asset managers AEGON requires external managers to implement this policy in relation to the GA assets that they are mandated to manage. Existing mandates and structures will be reviewed and brought into line with the policy where possible. Asset classes This policy applies to the major asset classes where it is practical to implement an ESG approach. AEGON s starting point is publicly quoted equities and fixed income investments, while recognizing that fixed income is an area where best practice is still emerging. Similarly, it will look for appropriate ways of applying responsible investment to its private equity, non-listed equities and real estate investments. Given that ESG practice is still at a very early and formative stage in some asset classes, AEGON s approach will not yet be applied to its hedge fund and indexed fund investments. Reference Points This policy is based on AEGON s Code of Conduct, which includes its Aspirations & Core Values, Business Principles, and Rules of Conduct. These are the reference points for the way that AEGON carries out all of its activities and requires its employees, within the scope of their professional activities for the company, to act in the interests of all AEGON s stakeholders and abide by the business principles that promote its core values: working together, bringing clarity and exceeding expectations. AEGON s Code of Conduct further requires that employees: Comply with applicable laws and regulations and proactively promote such compliance. Promote ethical behavior and encourage the reporting of any illegal or unethical behavior. Invest prudently and responsibly. Identify and manage risk appropriately. Strive to respect the environment and undertake initiatives to promote greater responsibility. Are accountable to AEGON s stakeholders for clear and transparent disclosure of AEGON s management practices, policies and results. Actively support and respect the protection of internationally proclaimed human rights and ensure AEGON is not complicit in human rights abuses.

4 3 / 7 Are allowed the free right of association. Promote respect for people and their work environment. The Code of Conduct is a reference point for AEGON itself and all of its employees. AEGON will include in its assessment of the companies that it invests in the extent to which they act, or are taking steps toward acting, in ways consistent with it. AEGON s responsible investment policy is also guided by the following international frameworks relevant to responsible investment: The UN Global Compact ( UNGC ). The OECD Principles of Corporate Governance ( OECD PCG ). The United Nations Principles of Responsible Investment ( UN PRI ). AEGON has selected these frameworks because they cover the broadest range of issues, activities and geographies relevant to the implementation of responsible investment and are supported by broad stakeholder consultation. AEGON will reference other international practice where relevant. Standards AEGON uses the following specific standards as a guide when evaluating the companies in which it invests: 1. Complying with laws and regulations: These include industry standards, international treaties, and internationally-accepted standards and agreements relevant to the company s activities. 2. Adopting a proactive approach to environmental challenges: This includes the assessment, management and communication of risks and is aimed at avoiding or minimizing environmental damage. Companies responsible for environmental damage should undertake appropriate remedies and offer compensation. 3. Respecting human rights and avoiding complicity in the abuse or violation of internationally-proclaimed human rights standards: Companies should recognize their corporate responsibility to respect human rights, to act with due diligence, to avoid infringing these rights and to address adverse impacts to the extent to which they bear responsibility for them.

5 4 / 7 4. Respecting internationally recognized labor rights: This includes enabling workers to express their grievances and protect their rights with regard to working conditions to the extent permitted under local law. 5. Eliminating all forms of forced or compulsory labor: Where there is a risk of forced or compulsory labor practices, a company should not use, or contribute to such practices. 6. Effectively abolishing child labor: This includes compliance with local law and International Labor Organization standards in this area. 7. Providing safe and healthy working environments: This includes adopting appropriate precautionary measures to protect employees, contractors, the local community and others affected by work-related hazards. 8. Eliminating discrimination in respect of employment and occupation: This includes eliminating discriminatory practices in recruiting, promoting and rewarding employees or in general conduct in the workplace. Company policies, procedures and practices should not be applied in ways that may negatively impact a specific group of employees or potential employees. 9. Promoting good corporate governance: AEGON seeks to assess companies corporate governance performance against prevailing regional best practice in their own markets. Where prevailing best practice is not defined, or only partially defined, AEGON looks to best practice codes, such as the OECD Principles of Corporate Governance, as a means to addressing the issues that occur in all markets. AEGON s aim is to adopt a consistent approach toward these issues across its country and operating units (please see points below for further details). 10. Respecting the rights of all capital providers, consistent with the rights appropriate to the form of investment: This includes equitable treatment of both minority and foreign capital providers. Capital providers should be afforded rights of action to enable redressing corporate conduct that violates their rights. 11. Creating effective board structures: This includes the appropriate sharing of executive responsibilities and balance between executive and independent directors.

6 5 / Linking of remuneration to company performance to align the interests of executives with the interests of the various providers of capital to the company: Publicly-listed companies should disclose executive pay and rewards, and should establish independent oversight on remuneration appropriate to their scale. 13. Establishing independent audit and transparent disclosure: This includes the completion of an annual audit of the company s financial statements and establishment of an audit committee comprising only independent directors. They should further disclose, in a timely and accurate manner, all material matters concerning the corporation, including its financial situation, performance, ownership, and governance. 14. Maintaining business integrity: This includes compliance with relevant international standards, conventions and agreements on business integrity, anti-corruption and anti-bribery and appropriate management of associated risks. Investment Process AEGON recognizes that companies operate under significantly different conditions. It will be reasonable and pragmatic in applying standards, giving due consideration to each company s specific circumstances and the market in which it operates. AEGON has established a responsible investment process consisting of: 1. Research & decision-making: AEGON is developing the tools, metrics, and analysis it requires to implement its ESG approach. It will also ask investment service providers to integrate ESG factors into evolving research and analysis. 2. Engagement: AEGON has established a process to engage with companies that do not conform to the standards outlined in this policy. AEGON will work to engage with company management in order to understand the reasons for this and the extent to which company practices, policies or procedures are in the long-term interest of all of its stakeholders. AEGON intends to implement an efficient and effective engagement process which focuses on the most serious issues and situations, and where it expects to have the greatest impact. AEGON engages directly, through third parties or collaborative initiatives as appropriate to the situation. It will report on progress and developments in its engagement program. AEGON will use the voting rights attached to the shares of companies that it invests in to promote the standards set out in this policy. As outlined in its Global Voting Policy, AEGON s voting will reflect the principles of responsible investing, voting on a considered basis at shareholders meetings. AEGON will report on its voting activities.

7 6 / 7 AEGON is developing appropriate methods of ESG engagement across the asset classes covered by this policy. 3. Exclusions: AEGON may exclude entities from investment consideration for its GA, where their practices, policies or procedures do not conform to the standards behind this policy, or where AEGON sees a need to explicitly recognize international consensus. Engagement remedy: AEGON s preferred outcome is improvement in the companies that it invests in but if, after engaging with a company, AEGON finds that it does not meet the standards for responsible investment set out above, or is not expected to do so within a reasonable time period, it may consider excluding it from investment consideration. AEGON will make clear to any company that it chooses to exclude the reasons for this action. International consensus: AEGON recognizes international consensus in excluding investments from its GA associated with: oo Companies directly involved in the manufacture, development, trading and maintenance of: Biological weapons (Biological and Toxic Weapons Convention). Chemical weapons (Chemical Weapons Convention). Anti-personnel mines (Ottawa Treaty). Cluster bombs (Convention on Cluster Munitions). Munitions containing depleted uranium. Nuclear weapons involving countries outside the scope of the Non-Proliferation Treaty. oo Sovereign/government bonds issued by states which systematically breach human rights. In this area, AEGON references the list of countries identified for sanctions by the UN Security Council and other authoritative sources. AEGON maintains a list of those companies, governments and other entities which are at any time excluded from investment consideration from its GA. The exclusion list will be communicated to all staff employed in investing activities and will be made publicly available.

8 7 / 7 Policy Implementation This policy has been adopted by the AEGON N.V. Management Board. This policy is subject to continuous review and changes as approved by the AEGON N.V. Management Board. AEGON companies falling within the scope of this policy are responsible for monitoring their investments and for ensuring compliance with this policy. AEGON also has a Responsible Investment Committee that, among its other responsibilities and over time, drafts detailed sector and issue policies, manages the engagement program, and maintains any exclusion lists. The Responsible Investment Committee is supported by AAM and may additionally draw upon external advisors to execute its responsibilities. Compliance reporting under this policy is integrated into local and group-level risk reporting. Oversight and challenge of violations are the responsibility of local and group-level risk management. Where risk management feels there is inadequate management attention regarding compliance with this policy (including redressing any associated violations), escalation procedures will begin and potentially reach the Executive Board Risk Committee. Evolving Developments & Communication As a general approach, responsible investment is still evolving. AEGON will learn from relevant external initiatives, from its stakeholders and from its own experience in this area. In doing so, AEGON will consult with different stakeholders including NGOs, community and government representatives. AEGON reserves the right to amend this policy in line with its experiences in responsible investment and will communicate any material changes when they occur. AEGON will also provide updates through its regular communications on the implementation of this policy. For information, questions or complaints about AEGON s responsible investment policy, please contact the secretary of the Responsible Investment Committee: Roger Wildeboer Schut

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