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    Remuneration Policy

    Athora Netherlands’ ambition is to be the most appreciated pension provider in the Netherlands that offers customers a secure and sustainable pension and high quality service and the ambition is to be an inspiring and innovative employer. The primary objective of this remuneration policy is to enable Athora Netherlands to recruit, retain and motivate employees and to stimulate high performance. The policy aligns with and strengthens Athora Netherlands’ strategy and core values. It is prudent, moderate and sustainable and meets the requirements of Athora Netherlands’ risk policy and applicable legislation and regulations.

    Athora Netherlands’ Group Remuneration Policy is based on the following principles:

    • It supports Athora Netherlands’ corporate strategy, and is aligned with the mission, vision and values of Athora Netherlands;
    • It is compliant with the applicable legal rules and regulations;
    • It may not threaten Athora Netherlands’ ability to maintain an adequate capital base;
    • It takes into account the interests of all stakeholders of Athora Netherlands: customers, employees, shareholders and society;
    • It is transparent, easy to understand and simple to execute;
    • It is aligned with Athora Netherlands’ ambition to be a social responsible and number one pension provider in the Netherlands;
    • It fits the risk profile of Athora Netherlands and of the relevant employee;
    • It supports the attraction and retention of qualified employees that fit the job;
    • It supports effective governance of remuneration and supervision thereof, and, where relevant, contains measures to prevent a conflict of interest;
    • It encourages high team- and company performance; and
    • It is gender and age neutral. Jobs are weighted regardless of gender at Athora Netherlands. Men and women with comparable work experience, achievements and job level are given equal pay. (These objectives apply equally to ACTIAM and Zwitserleven PPI.)

    The objective of this Group Remuneration Policy is to recruit and to retain highly qualified staff and to motivate employees of Athora Netherlands to achieve high performance, to provide appropriate remuneration that contributes to the sustainability of Athora Netherlands to all employees. Athora Netherlands ensures long-term value creation and has chosen to use four Sustainable Development Goals (“SDG”) as a guideline for further development of the Corporate Social Responsibility policy in business operations. Pursuant to the SDGs Athora Netherlands’ HR principles for remuneration are aimed at ensuring high performance of the employees of Athora Netherlands and focusses on personal growth of its employees, enabling the customers of Athora Netherlands to benefit of this growth.

    Athora Netherlands operates a careful, controlled and sustainable Group Remuneration Policy which is in line with Athora Netherlands’ business and risk management strategy, its risk profile, objectives, risk management practices and the long-term interests and its performance. The Group Remuneration Policy is in accordance with and contributes to solid and effective risk management and does not encourage risk-taking that is in breach of Athora Netherlands’ policies and risk appetite. The Group Remuneration Policy has been drawn up in compliance with existing legislation and regulation and it takes account of the long-term interests of Athora Netherlands and its stakeholders. Athora Netherlands ensures that the Group Remuneration Policy is enforced within Athora Netherlands, its’ branches and subsidiaries.

    Athora Netherlands is aware of its position within the broader society and the crucial role of the financial sector in the Netherlands and the importance of creating trust in this sector within society. As such, Athora Netherlands has a strong governance framework in place to ensure that employees are remunerated in a manner that is aligned with the interests of all stakeholders involved. Within this context, Athora Netherlands’ key focus is on fixed remuneration rather than variable remuneration. In order to be able to recruit and retain sufficiently qualified staff for trading, investment, treasury, asset management or M&A activities, the relevant corporate bodies within Athora Netherlands as well as the Works Council consider it important to offer variable remuneration to some limited categories of staff. In order to avoid excessive risk taking and being aware of Athora Netherlands’ position within the financial sector and society, it is a conscious choice not to award variable remuneration to these categories of staff at the highest possible levels resulting in an overall bonus cap of 50% for ACTIAM staff - even though 100% or more would be permissible under applicable legislation - and an overall bonus cap of 20% for other qualifying staff even though more than 20% may be permissible under certain circumstances in accordance with applicable legislation. When adopting the Group Remuneration Policy and underlying Remuneration Policies, the relevant corporate bodies involved and especially the Supervisory Board liaised with the Works Council, representatives of staff and the Athora Netherlands shareholder in order to establish a Group Remuneration Policy that is supported by all such stakeholders and society in general. Athora Netherlands and ACTIAM will continue these dialogues and elaborate on this in their annual reports.

    Scope

    Athora Netherlands’ Group Remuneration Policy applies to all staff working under the responsibility of ATHORA NETHERLANDS N.V. (ATHORA NETHERLANDS) and all of its subsidiaries and branch offices (other than to the members of the supervisory board of ATHORA NETHERLANDS).

    The Group Remuneration Policy incorporates the requirements which apply to remuneration as included in the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht or “FMSA”), the Commission Delegated Regulation (EU) 2015/35 (“Solvency II”) and the Guidelines on System of Governance of the European Insurance and Occupational Pensions Authority (“EIOPA Guidelines”), as applied to ATHORA NETHERLANDS and all of its subsidiaries and branches. Additionally:

    • with respect to staff working under the responsibility of ACTIAM N.V. (“ACTIAM”), the Alternative Investment Fund Managers Directive 2011/61/EU (“AIFMD”) and the Guidelines on sound remuneration polices under the AIFMD (“ESMA”) apply; and
    • with respect to staff working under the responsibility of Zwitserleven PPI N.V. (“Zwitserleven PPI”), Part B of the Annex to the Regulation on Sound Remuneration Policies 2017 (Regeling Beheerst Beloningsbeleid 2017 or “RBB 2017”) applies.

    Governance

    Role of the Supervisory Board

    The Supervisory Board, being the internal supervisory body of ATHORA NETHERLANDS, has the authority to approve this Group Remuneration Policy as proposed by the Executive Board and shall supervise its implementation by the Executive Board. This Group Remuneration Policy was established by the Executive Board and approved by the Supervisory Board after, insofar as applicable, fulfilment of any rights of the works council of ATHORA NETHERLANDS.

    In the context of its supervisory role relating to this Group Remuneration Policy and the implementation and operation of the Remuneration Policies, the Supervisory Board has a number of specific powers and responsibilities, of which some are summarised below:

    Role of the ReNomCo

    The remuneration and nomination committee of the Supervisory Board (the “ReNomCo”) is responsible for supporting the Supervisory Board in overseeing the design of the Group Remuneration Policy and remuneration practices, their implementation and operation, and the preparation of decisions on remuneration, including decisions that may have consequences for the risks and risk control of ATHORA NETHERLANDS which the Supervisory Board has to take.

    As such, in the performance of its tasks referred to above, the Supervisory Board is assisted by the ReNomCo which shall provide advice to the Supervisory Board in relation to remuneration matters.

    Further to that, the ReNomCo oversees the remuneration of the senior staff of the ACTIAM Control Functions (as defined below) directly and makes recommendations to the Executive Board on the remuneration to be paid to the senior staff of the risk management and compliance functions of ACTIAM.

    Role of the Executive Board

    The Executive Board shall implement and evaluate this Group Remuneration Policy as approved by the Supervisory Board in accordance with the provisions of this Group Remuneration Policy.

    Role of the WGR

    In addition, there is a working group remuneration (“WGR”) in place comprising of the directors and/or specialists of the HR, legal, financial risk, non financial risk, financial control and audit departments. The WGR participants may provide and will at request provide input on any decision of the Executive Board and/or the Supervisory Board on the following subjects: (i) the determination of the Identified Staff (as defined below) list, (ii) this Group Remuneration Policy and the other Remuneration Policies, (iii) the setting of Key Performance Indicators (“KPI’s”), (iv) the processes around variable remuneration and (v) any other material remuneration matters. ATHORA NETHERLANDS reserves the right to prepare decisions of the Executive Board and Supervisory Board regarding the above mentioned subjects in another way than through the WGR, provided that the input of the HR, legal, financial risk, non financial risk, financial control and audit departments is taken into account.

    Identified Staff

    The following persons are considered to be identified staff:

    • persons (i) who are part of the Executive Board or the Supervisory Board or (ii) who effectively run ATHORA NETHERLANDS or have other key functions or (iii) who fall under other categories of staff whose professional activities have a material impact on ATHORA NETHERLANDS’ risk profile, are considered ATHORA NETHERLANDS Identified Staff under this Group Remuneration Policy;
    • persons working under the responsibility of ACTIAM and who are senior management, risk takers, control functions, and any employees receiving total remuneration that takes them into the same remuneration bracket as senior management and risk takers, whose professional activities have a material impact on the risk profiles of ACTIAM or of the alternative investment funds (“AIFs”) they manage, are considered ACTIAM Identified Staff under this Group Remuneration Policy; and
    • persons working under the responsibility of Zwitserleven PPI who effectively manage Zwitserleven PPI and fulfill key functions (sleutelfuncties) within the meaning of the RBB 2017, as well as other categories of staff whose professional activities have a material impact on the risk profile of Zwitserleven PPI.
    • Lists of Identified Staff are kept up-to-date by ATHORA NETHERLANDS’ HR, and will both be adopted at least once a year by the Executive Board and approved by the Supervisory Board. These lists are determined taking into account the criteria as set out above as well as any other criteria that follow from applicable laws and regulation as established from time to time.

    Control Functions

    Control functions are departments that are responsible for the control and supervision of operations as well as the risks arising from those operation, and in doing so operate independently from the organisation. Control functions play an active role in drafting, application and monitoring the Group Remuneration Policy. For this reason, officers in control functions are subject to additional rules aimed at safeguarding their independence, in case they are eligible to receive variable remuneration, as set out in the Remuneration Policies, as applicable.

    The following functions are considered to be control functions within ATHORA NETHERLANDS:

    • the risk management function;
    • the compliance function;
    • the internal audit function; and
    • the actuarial function.
    • The following functions are considered to be control functions within ACTIAM:
    • the risk management function;
    • the compliance function; and
    • the internal audit function.

    Performance Management

    Performance management is a core business process, in which (i) KPI’s are set to align individual KPI’s with the long term strategy of the business of ATHORA NETHERLANDS and to ensure a sustainable and successful business for all its stakeholders and (ii) competences with respect to the individual behaviour of employees will be measured.

    KPI’s are used to monitor and track progress towards realisation of our strategic goals. As a result, the proposed KPI’s are fully aligned to the strategy and operational plan. ATHORA NETHERLANDS operates a performance management process linked to remuneration to prevent rewarding for failure and to address the long term impact of the profitability of the organisation within the risk appetite framework approved by the Supervisory Board.

    The performance management cycle starts every year with setting the KPI’s in the first quarter of a financial year, starting with the Executive Board and Above-CLA employees and subsequently the other employees. These KPI’s are in line with the company targets and the company’s mission, its long term strategy and the aim to ensure a sustainable and successful business for all stakeholders of ATHORA NETHERLANDS and shall not encourage risk taking that exceeds the risk tolerance limits. The KPI’s do not result in incentifying and/or rewarding excessive risk taking as well as unwanted behaviours relating to market conduct, reputational risks, conflicts of interest, etc. More than 50% of the KPI’s are related to non-financial targets. The KPI’s are for example related to maintaining customer advocacy (delighted customer score), sound and controlled organisation, sustainability, employee satisfaction, financial KPI’s and one or more individual KPI’s. The KPI’s are defined on the following levels: organisational-, department- and personal. For the Control Functions, insofar as the KPI’s are used to determine any Variable Remuneration, the KPI’s used shall be independent from the performance of the operational units and areas that are submitted to their control.

    Besides KPI’s, also competences will be set, covering behavioural aspects of employees: for example their attitude towards change and collaboration (the “How”).

    Fixed Annual Salary

    The fixed annual gross salary consists of a fixed annual gross salary, which includes a holiday allowance of 8% and a 13th-month payment of 8.33% and, to the extent applicable, other fixed allowances. The annual gross salary is based on the applicable salary scales. Employees are entitle according the CLA to an annual increase. This periodic increase in salary is linked to the extent to which the employee is judged to have grown in his or her role (achievement on competences) and depends on the relative salary position. The precise link between the competency assessment and the pay rise, is as follows: Insufficient : 0.0%; Almost sufficient : 0.0%; Good : 2.6% ; Very good : 3.3%; Excellent : 4.0%.

    Remuneration may consist of payments as well as other benefits paid by ATHORA NETHERLANDS, either directly or indirectly, to employees in return for the work carried out by those employees. The fixed remuneration reflects the employee's relevant work experience and organisational responsibility which may be set out in a job description. The fixed remuneration concerns that part of the total remuneration that consists of unconditional financial or non-financial benefits as set out in the Group Remuneration Policy.

    Functions are scaled at a certain level in the function building. This scale is achieved by consulting an independent party that values the job at a certain level. In principle, employees with the same job are placed in the same job scale with the same upper and lower limits.

    In addition, with respect to Above-CLA employees, taking into account the employee's relevant work experience and organizational responsibility and the third party benchmark assessment as referred to in this Group Remuneration Policy, the Executive Board may propose at its sole discretion to increase the fixed annual gross salary of such Above-CLA employees. This increase should be approved by the Supervisory Board, in case the increase is not in line with the applicable Remuneration Policies. The Executive Board may also propose to follow a general increase of the CLA VIVAT with respect to the increase of the fixed annual gross salary of Above-CLA employees, which increase should be approved by the Supervisory Board. Increase of the salaries of the members of the Executive Board is only possible after adopting a proposal of the supervisory board in the general meeting of the shareholder.

    Third Party Benchmark Assessments

    Market competitiveness of Athora Netherlands’ remuneration packages is assessed by using third party benchmark assessments. Given the nature of the business as well as the desire to take account of the interests of various stakeholders, when conducting such third party benchmark assessments, reference will be made to both financial services companies as well as to the general industry. Remuneration packages under this Group Remuneration Policy are in principle based on the median in the market. However, if our market position requests so, Athora Netherlands offers a competitive remuneration package in particular circumstances with higher salaries and/or allowances, based on the results of the relevant third party benchmark assessments.

    All employees participate in the same pension scheme of Athora Netherlands which is applicable at the relevant time. The current scheme is a Collective Defined Contribution (“CDC”) pension scheme, which is based on a pension accrual including an employee contribution of 4,5%.

    For employees who were employed by Athora Netherlands as per December 31, 2017 and with a salary exceeding the maximum pensionable salary for pension accrual, a compensation for the loss of pension accrual is applied. The compensation will consist of a permanent supplement payment as long as a maximum pensionable salary applies. The annual compensation is 16.35% of the fixed annual gross pensionable salary as mentioned in article 17 § 2.6 of the CLA VIVAT 2017 minus the maximum amount for pension accrual referred to in article 18ga of the Wage Tax Act 1964 (2015: € 100,000 gross). Based on a pension accrual of a maximum of € 110,111 gross (2020) a compensation of 16.35 % of the fixed annual salary gross above the maximum pensionable salary applies. The permanent supplement payment is not pensionable and is not taken into account for the calculation of severance payments, including the transition fee (transitievergoeding) or any other wage components or benefits. When the legislator changes the annual maximum amount for pension in article 18ga paragraph 1 of the Wage Tax Act 1964, new agreements will be made.

    Athora Netherlands does not award discretionary pension

    Variable Remuneration

    As of 2018, Athora Netherlands abolished the performance related bonus in the applicable collective labour agreement and abolished variable remuneration for the Above-CLA employees, for the Statutory Board of ACTIAM and for the Executive Board of Athora Netherlands based on their performance.

    For employees working under the responsibility of ACTIAM (asset management and investment activities), including ACTIAM Identified Staff but excluding the statutory board of ACTIAM, variable remuneration based on performance remained, under the terms and conditions as set out in the Variable Remuneration Policy ACTIAM Identified Staff and the Variable Remuneration Policy ACTIAM Non-Identified Staff. The level of variable remuneration compared to regular fixed annual remuneration for ACTIAM is maximized on 50% for ACTIAM Identified Staff Portfolio management in the event of a stretched performance.

    Due to (i) the transfer of asset management / investment activities of ACTIAM to the Investment Office of Athora Netherlands and (ii) market competitiveness and market practices, variable remuneration will be introduced as of 2021 for the small group of employees in the Investment Office (Selected Employees). The level of variable remuneration compared to regular fixed annual remuneration for these Selected Employees is maximized on 20% in the event of a stretched performance.

    Awarding variable remuneration is subject to a financial condition (knockout).

    Sign-on Bonus

    Guaranteed variable remuneration is not permitted, except if (a) such is proposed and approved by the Executive Board and, insofar it relates to Above-CLA employees or Identified Staff, approved by the Supervisory Board under extraordinary circumstances and (b) if (i) it concerns the commencement of work under the responsibility of Athora Netherlands, ACTIAM or Zwitserleven PPI, as applicable, (ii) at the moment award, the respective employee has not been working longer than one year under the responsibility of Athora Netherlands, ACTIAM or Zwitserleven PPI, as applicable, or any of its affiliates, and (iii) Athora Netherlands and/or ACTIAM or Zwitserleven PPI, as applicable, has a sound capital base and/or solvency margin.

    Retention Bonus

    Retention bonuses are not permitted, except if (a) such is determined or proposed and approved by the Executive Board and, insofar it relates to Above-CLA employees Identified Staff, approved by the Supervisory Board and (b):

    1. the retention bonus is necessary because of a sustainable change in the organisation of Athora Netherlands; and
    2. the retention bonus is exclusively intended to retain the respective employee of Athora Netherlands; and
    3. all conditions for the award of variable remuneration as included in applicable laws and regulations have been met, including, insofar as applicable, requirements applicable to Identified Staff, including the requirement to maintain a sound capital base and any additional requirements that apply to ACTIAM or Zwitserleven PPI, as applicable.

    Athora Netherlands can only award variable remuneration that exceeds the applicable bonus caps of article 1:121 FMSA if (a) such is proposed or determined by the Executive Board and, insofar it relates to Above-CLA employees, or Identified Staff, approved by the Supervisory Board and (b):

    1. all conditions for a retention bonus as set forth under i. up to and including iii. above have been met; and
    2. the award of the retention bonus including any other variable remuneration awarded to the respective employee does not exceed 100% of fixed annual gross salary (which may be 200% in case shareholder’s approval has been obtained as required by article 1:122(1)(c) FMSA); and
    3. DNB has agreed in writing with the award of the retention bonus.

    Other Benefits

    Depending on the position on the salary scale, Above-CLA employees and some (senior) managers are eligible for a lease car or a lease car allowance. As part of Athora Netherlands’ commitment to sustainable investment principles, certain types of cars and certain brands are no longer included in this policy, however exceptions are made for 100% electric models.

    Hold Back

    Athora Netherlands is authorised to adjust 100% of the conditional variable remuneration awarded to or previously allocated to a current or former employee of Athora Netherlands, including but not limited to any variable remuneration paid by Athora Netherlands and/or ACTIAM, if any, cash as well as instruments, and also including the severance payments agreed between Athora Netherlands and the employee in question to an appropriate value if payment of the variable remuneration were to be unacceptable with regard to standards of reasonableness and fairness, that is, provided that:

    1. This is justified by the results of the reassessment of the variable remuneration;
    2. It has proof or a strong suspicion of incorrect conduct, fraudulent actions or material errors (incompetence) on the part of the employee in question, for example conduct that is not in line with the internal code of conduct, compliance, guidelines or core values, or if the person in question was responsible for practices which have led to a substantial worsening of Athora Netherlands' and/or ACTIAM’s and/or Zwitserleven PPI’s, as applicable, financial position;
    3. There is a significant (expected) decline in financial performance, or a significant breakdown in risk management, within Athora Netherlands and/or ACTIAM and/or Zwitserleven PPI, as applicable, and/or within the unit in which the employee works, which throws a different light on the circumstances as they were assessed at the time when the variable remuneration in question was allocated; or
    4. There are changes in legislation and regulations which have a significantly negative effect on the financial position of Athora Netherlands and/or ACTIAM and/or Zwitserleven PPI, as applicable.

    Claw Back

    Athora Netherlands has the power to claw back all or part of any variable remuneration awarded to any current or former employee including but not limited to any variable remuneration paid by Athora Netherlands and/or ACTIAM, paid in cash as well as well as instruments, as applicable for ACTIAM Identified Staff, if:

    • such variable remuneration was awarded on the basis of incorrect information about the achievement of targets or the occurrence of circumstances that were a precondition for the variable pay to be awarded; or
    • Athora Netherlands has proof or a strong suspicion of incorrect conduct, fraudulent actions or material errors (incompetence) on the part of the employee in question, for example conduct that is not in line with the internal code of conduct, compliance, guidelines or core values, or if the person in question was responsible for practices which have led to a substantial worsening of Athora Netherlands’ and/or ACTIAM‘s and/or Zwitserleven PPI’s, as applicable, financial position.

    This clawback may relate both to the immediately payable portion of the variable remuneration and to the deferred portion. Any tax consequences of the clawback of variable remuneration will be borne by the employee concerned.

    Severance

    Athora Netherlands only pays severance in such a way that failure as well as improper conduct are not rewarded, taking into account performance delivered over time.

    In principle, if and insofar a severance payment is due to an employee, such payment will be equal to the transitional fee (transitievergoeding) within the meaning of article 7:673 of the Dutch Civil Code unless (i) the relevant employee can benefit from a different arrangement as explicitly agreed upon in an applicable social plan or (ii) otherwise determined at the discretion of the Executive Board or, where it relates to Above-CLA employees, Athora Netherlands Identified Staff or ACTIAM Identified Staff, the ReNomCo and approved by the Supervisory Board.

    No severance payment is due and payable by Athora Netherlands if any of the following applies:

    1. the employment agreement is terminated at the employee's initiative, unless this termination results from seriously culpable conduct or neglect on the part of ATHORA NETHERLANDS; or
    2. seriously culpable conduct or neglect by the employee in the performance of the employee’s job; or
    3. failure of Athora Netherlands and/or ACTIAM and/or Zwitserleven PPI, as applicable, if the employee is considered a day-to-day policymaker (dagelijks beleidsbepaler) of such entity within the meaning of the FMSA.

    Individuals who are considered day-to-day policymakers within the meaning of the FMSA as well as Above CLA-employees may not receive severance payments by Athora Netherlands in excess of 100% of the fixed annual gross salary (including holiday allowance and 13th month), except – with respect to Above CLA-employees not qualifying as a day-to-day policymaker – if this follows from the applicable social plan.

    Knowledge Grows When It Is Shared ∞

    To enable Athora Netherlands’ strategy, qualified and motivated employees are key. We offer a broad learning platform, what employees can choose from to develop themselves. It regards training for their own development but also to meet the requirements for the position of the employees. Beside this we also have the Athora Netherlands’ Academy, which offers training for and by Athora Netherlands’ employees; to make optimal use of each other's knowledge, skills and passion.

    As stated in the CLA, every employee has a personal growth budget of € 1000 per year, which can be spend on more training courses, courses, coaching or career scan that contributes to development and thus career and sustainable employability within or outside of Athora Netherlands, resulting from SDG 8 Decent work and economic growth.

    Remuneration External Staff

    Athora Netherlands uses external staff at times, for instance to accommodate peak loads and/or to avail itself of their specific expertise.

    Athora Netherlands pays External Staff on the basis of an hourly, weekly or monthly rate or of fixed remuneration linked to the project/task in question. Please note that 21% BTW will be added to the rate which cannot be deducted as advanced tax deduction by Athora Netherlands.

    External Staff does not qualify for the fringe benefits offered by Athora Netherlands and will not be paid any variable remuneration, sign-on or retention bonuses as referred to in the abovementioned paragraphs.

    Deviations

    No deviations from the Group Remuneration Policy are permitted unless explicitly approved by the Executive Board and, insofar it relates to the Above-CLA employees or Identified Staff, by the Supervisory Board in accordance with Athora Netherlands’ governance framework.