The Supervisory Board monitored the general policy of DELA Natura in the Netherlands and its branches in Belgium and Germany. The year 2024 was primarily focused on the changes that took place within the Management Board. The new chair took office on 27 January 2024 following the retirement of the previous CEO. On 1 July the new CFRO took office after the previous CFRO's retirement. With the new Management Board in place, work began on further shaping the strategy for the coming years. The board has proceeded with determination and resilience and will implement a new long-term strategy starting in 2025. Progress on the 'Business in Control' programme and digital transition of the insurance company has also been closely followed by the Supervisory Board. In addition, the Supervisory Board has seen that steps have been taken regarding sustainability and the further implementation of the CSRD in the new sustainability statement and climate transition plan. The performance of asset management in 2024 was strong and a regular item on the Supervisory Board agenda.

The Supervisory Board has been busy with the succession planning and process for the board of the cooperative since December 2021, which also included the Management Board of the insurer. Due to the need to secure knowledge and experience within the board while taking into account several retirements, the Supervisory Board anticipated the changes on the horizon. Sandra Schellekens began her role as Management Board chair on 27 January having previously served as CEO of DELA Belgium and, prior to that, Director of Insurance at DELA Belgium. A capable internal successor was also found for the CFRO position via a separate process. Prior to her appointment as CFRO on 1 July 2024, Godelieve van Velsen had already served as CFO of DELA Netherlands. The Supervisory Board is pleased with the composition of the new DELA Natura Management Board and remains in close consultation regarding further developments. 

As in previous years the Supervisory Board was well briefed on the company’s strategy, course and goals throughout 2024. In particular, the process of developing a new long-term policy plan was extensively discussed with the Supervisory Board, with the latter providing advice to the Management Board.

In 2024, the Supervisory Board maintained a continuous dialogue with the Management Board regarding the 'Digital Transition of the Insurer' (DTV) programme and the 'Business in Control' programme focused on strengthening internal control. Given the significant impact on the insurer, the Supervisory Board maintained a close oversight of these key topics. There were frequent requests for deeper insights into related subjects via presentations to the Supervisory Board and its committees. This led to a pause and a simplification of the DTV programme. Meanwhile, significant progress was made on the 'Business in Control' programme: this is increasingly becoming part of regular business operations and a major further step forward is planned for 2025.

The Corporate Sustainability Reporting Directive (CSRD) was a regular agenda item for both the Supervisory Board and audit committee during 2024 with a strong shared focus on compiling the first statement. The Management Board kept the Supervisory Board informed of further developments and their impact on reporting and accountability. We also further refined the related materiality analysis in 2024 and discussed this with all stakeholders. The Supervisory Board approved the climate change transition plan in December 2024 after an extensive alignment process. This plan is a crucial component for further sustainability and transparent reporting. Significant efforts were made not only at the insurer but also across the group to establish a clear goal for 2050 with respect to the climate and CO2 emissions.

Risk management has been under attention from the supervisors for years. It is essential to ensure that ambitions are met and the course taken is a success. The Supervisory Board received regular updates from the Management Board about risks related to the insurer activities, the tight labour market, and its impact on employees, employee satisfaction, developments related to turnover and costs, the (financial and non-financial) reporting process and compliance with legislation and regulations. Additional focal points for the Supervisory Board on which it consulted with the Management Board involved compliance with sanctions legislation, outsourcing policy, information security policy, investments, and the set-up and functioning of the internal risk management and control systems. The Supervisory Board is of the opinion that there is sufficient resilience to face various scenarios.

As is the case every year, the Supervisory Board assessed the capital allocation and concluded that the investment policy and liquidity position are aligned with the risk appetite at a strategic level. The Supervisory Board and Management Board held intensive discussions about the risk appetite statements. This led to an enrichment of the methodology in some areas, resulting in an even better and more continuous control.

Due to the mandatory rotation for audit firms, the term for the current auditor, Deloitte, ended in 2024. The Supervisory Board established clear selection criteria and a precise audit mandate. Following a thorough selection process, PwC was appointed as the new auditor starting from the 2025 financial year.

The Supervisory Board exercised oversight and provided advice to the Management Board in six scheduled meetings during 2024. Several recommendations focused specifically on the strategy and financial robustness of the organisation, while others concerned the appointments of new Management Board members. During the reporting year, the attendance rate for Willemien Caderius van Veen was 67 percent, as she missed two meetings. Georgette Fijneman attended 83 percent of the meetings, being absent once. The attendance rate for the other Supervisory Board members was 100 percent.

The chairs of the individual committees report on what was discussed in committee meetings during the meetings of the Supervisory Board. Every Supervisory Board meeting starts with a preliminary discussion. The Supervisory Board formally evaluates its own performance once a year and an external review is conducted once every three years. This past year the Supervisory Board assessed its own performance and determined and executed a few minor areas for improvements.

The audit committee prepares the Supervisory Board's oversight of the functioning of the internal risk management and control systems, compliance with recommendations, and the follow-up on comments from the internal audit function and the external accountant, the financing of the companies and the financial reporting.

As in previous years, DELA Natura’s annual report was discussed and prepared for consideration by the Supervisory Board by the audit committee in 2024. It was also extensively evaluated with the external accountant. Additionally, the Internal Audit department’s progress reports regarding the audit plan and audit report were discussed in the audit committee. The change of accountant for the 2025 financial year was also prepared and discussed in the audit committee.

Discussions with the external accountant mainly focused on the management letter, engagement letter, the Solvency II Longform report for 2023, and the audit plan for the annual audit. 

During the meetings of the audit committee, attention was given to the monthly and quarterly reports for accountability purposes. The quality of these reports was good. Furthermore, the audit committee discussed multiple times the method of reporting on SII principles in the financial statements regarding technical provisions. Further research will be conducted on this balanced financial control in the coming financial year.

Regarding developments in the 'Business in Control' programme, various presentations were jointly attended with the risk committee.

The audit committee met four times in the reporting year and the attendance rate was 100% for each committee member.

The risk committee prepares the Supervisory Board’s supervision of the functioning of the internal risk management and control systems, including supervision of compliance with the relevant laws and regulations and applicable codes of conduct, the set-up and effectiveness of the internal risk management system, and the management of the insurer financial and non-financial risks.

In 2024 the risk committee discussed issues such as the functioning and quarterly reports of key functions (actuarial, operational, financial and compliance) and the risk management policy. The developments in capital management and investment policy were also discussed on several occasions, especially in relation to geopolitical unrest such as the wars in Ukraine and Gaza and the rise in inflation, all of which had a major impact on the investment results.

In addition, the risk committee discussed the SFCR DELA 2023 and in November 2024 prepared the ORSA annual reports (static and dynamic) for approval by the Supervisory Board. The ALM study was also conducted in 2024 and the results approved by the Supervisory Board in the December meeting.

The risk appetite statements of DELA Group received increased attention for sustainability risks. The statements were refined and updated within the framework of financial risks, resulting in an enhanced and more consistent control of the statements.

Other important items on the agenda of the risk committee included the organic analysis and various studies by DNB in the field of outsourcing, the Sanctions Act and information security. The committee also had to pay attention to digitisation within the insurance chain.

The risk committee met four times in 2023, and the attendance of each member was 100 percent.

The remuneration and appointment committee prepares the decisions of the Supervisory Board related to the employer role, such as the assessment and remuneration of the Supervisory Board and Management Board. The committee monitors the developments of key positions and forms an opinion about the organisational culture.

The Supervisory Board consists of two women and four men in 2024, meeting the diversity standard of at least 30% for both women and men.

The Supervisory Board agrees with the principle that the composition of its members should be such that they are able to be critical and act independently from each other, the Management Board and any specific interests. DELA’s Supervisory Board aims for a well-balanced and diverse composition.

At least once a year, the Supervisory Board evaluates its own performance. Every three years, this evaluation is conducted under independent external guidance. In 2024, the Supervisory Board conducted this evaluation internally using a questionnaire and by discussing a report on the findings. Various points of attention were reviewed during this process. Several improvement points were formulated to enhance meeting efficiency, ensuring that each Supervisory Board member can fully carry out their role. The evaluation framework is guided by various codes of conduct, such as the Corporate Governance Code, as well as insights into good governance. The Supervisory Board and Management Board aim to ensure that DELA operates as efficiently and responsibly as possible. The Supervisory Board concluded that it functions effectively.

The Supervisory Board feels that it is functioning effectively and, with its current composition, can guarantee a sufficient level of knowledge, experience and competence. Moreover, the general notion is that its composition is complementary and pluriform. The Supervisory Board uses a profile to ensure a proper composition. In December 2024, the Supervisory Board evaluated whether this profile still aligns with current and future tasks and responsibilities. It was decided that it will be closely scrutinised, particularly considering some significant changes expected in the coming years.

As part of their continuous education trajectory, members of the Supervisory Board attended various external training sessions in 2024, along with two internal sessions. The goal was to maintain and, where necessary, enhance their expertise. A session focused on sustainability took place on 7 June 2024, with DELA colleagues providing a comprehensive overview of all aspects within the organisation. Topics included responsible investing, sustainable resource use and CO₂ emissions reductions. On 15 November 2024, the focus was on the Digital Operational Resilience Act (DORA) and the roles of the Management Board and the Supervisory Board in this context. EY provided an in-depth explanation of DORA's legal framework and its impact on decision-making by the Management and Supervisory Boards. Both sessions were considered valuable, providing useful insights to support informed governance and decision-making.

In accordance with the statutes, the Supervisory Board van DELA Natura- en levensverzekeringen N.V. has processed the annual report and financial statements of DELA Natura- en levensverzekeringen NV and approved the supplemented data. The Supervisory Board discussed the documents with the Management Board, the internal accountant and the external accountant Deloitte, and was informed about Deloitte’s intention to issue an unqualified auditor’s report on the 2024 financial statements of DELA Natura- en levensverzekeringen NV. The Supervisory Board proposes that the general meeting adopt the 2024 financial statements of DELA Natura- en levensverzekeringen NV and grant the members of the Management Board discharge for the applied policy in the reporting year. We also propose the general meeting grants the members of the Supervisory Board discharge for their supervision.

The Supervisory Board expresses its gratitude to all insured persons for their trust. It was a year of significant developments that, thanks to excellent collaboration with the new Management Board, resulted in a promising step towards the future. The Supervisory Board extends its appreciation to all employees for their exceptional dedication, flexibility and commitment over the past year.

Eindhoven, 7 May 2025

Coöperatie DELA

The Supervisory Board
J.W.T. (John) van der Steen, chair
J.J.A. (Hans) Leenaars, vice-chair
G.C.A.M. (Frits) van Bree, secretary
W.A.P.J. (Willemien) Caderius van Veen
G.M. (Georgette) Fijneman
G.H.C. (Georges) de Méris