Argenta attaches great importance to corporate governance: a clear strategy, effective governing bodies and internal control, a healthy balance in the interests of all stakeholders and responsible company management. Diversity and a healthy remuneration policy without a bonus culture for example are high priorities for Argenta.
Argenta sets out its corporate governance in the Governance Memorandum and gives further details in four charters: the Integrity Charter as the basis for the different codes of conduct, the Suitability of Key Officers Charter, the Diversity Charter and the Sustainability Charter.
All Argenta entities and activities follow the same corporate governance.
Group Structure
Argenta strives for a transparent policy structure that promotes a sound and prudent policy. The business activity is essentially situated in the bank pool and the insurance pool, the management of which lies with the Executive Committees of Argenta Spaarbank and Argenta Assuranties respectively.
The independent control functions and personnel policy are organised at group level and are managed by the Executive Committee of Argenta Bank-en Verzekeringsgroep.
Click on each entity to read more.
Committees
Board of Directors
Task
The Board of Directors is the highest decision-making body within Argenta. The members of the Board of Directors decide on:
- the strategy and objectives of Argenta's companies
- the risk policy and general risk tolerance limits
- the organisation for providing or performing investment services and activities and ancillary services
- the integrity policy
Advisory Committees of the Board of Directors
Executive Committees and effective management of Argenta
The executive directors form the executive committee.
Task
The Executive Committee of Argenta Bank- en Verzekeringsgroep stipulates the limits within which the various group companies can perform their activities and exercise their responsibilities.
At the weekly meetings various relevant topics are on the agenda, including the development, approval and regular update of the mission, vision and values as these relate to economic, social and environmental issues.
Sustainability operation
Board of Directors and Executive Committee
Argenta has opted for a centralised, company-wide operation because sustainability is a topic that concerns every department.
The sustainability policy is laid down by the Executive Committee and approved by the Board of Directors. The Executive Committee has appointed the CEO as Chief Sustainability Officer (CSO). His mission is to give sustainability a prominent place in all of Argenta’s departments, through the strategic business objectives, the sustainability action plan, the risk policy, the annual budgets and the business plans, for example. The CSO will have the support of the sustainability manager who shares responsibility for implementing the policy.
Group Sustainability Committee
The Group Sustainability Committee (GSC) shapes the general sustainability policy and decides how it is implemented in the different business activities.
Investment Exclusion Committee
The Investment Exclusion Committee (IEC) is responsible for implementing a consistent exclusion policy applicable allowing Argenta to ensure that no unethical investments are made.
Green Bond Committee
The Green Bond Committee (GBC) manages the Green Bond Framework for Argenta. Argenta uses this framework to make green debt issuances to stimulate growth in sustainable home loans. In this way the Green Bonds contribute to the transition towards a climate-neutral society. The GBC reports to the GSC.
Diversity
Five of the fourteen Argenta board members are female (36 %). In this way Argenta has met its target of having at least 33 % female board members.
Three of the six members of the Aras Executive Committee of BVg, Aspa and/or Aras are female (50 %). In this way Argenta has met its target of having at least 33 % female senior executives.
Van de zes leden actief in het directiecomité van BVg, Aspa en/of Aras zijn er drie vrouwelijke leden (50 %). Argenta voldoet daarmee aan zijn streefdoel om steeds minstens 33 % vrouwelijke directieleden te hebben.
5
Female board members
(total of 14 board members)
3
female senior executives
(total 6 senior executives)
Risk management
Risk management framework
In the financial world the climate risk and sustainability policy is subject to constant development. An adjusted risk management process is therefore needed. Thorough, professional risk management is a prerequisite for sustainable, profitable growth. Argenta recognises this and therefore sees risk management as one of its core activities.
The risk management framework is constantly updated and adjusted based on new regulations, evolving market standards, daily experience and changes in Argenta's activities, including changes resulting from sustainable choices made by Argenta (and which always tie in with Argenta's activities as a bank, insurer and asset manager). Demonstrating that adequate risk management procedures are in place is a key condition for acquiring and retaining the trust of all stakeholders: customers, investors, branch managers, supervisory authorities and rating agencies, as well as directors, management and employees.
Integrity
Integrity policy and codes of conduct
Argenta remains true to its values in the area of ethics and integrity. We continue to stand for fair sales methods and a no-nonsense culture. It is therefore important that we promote and guarantee integrity at all levels.
The Integrity Charter also forms the official basis for Argenta's banking and insurance policy and serves as a guide for actions and decision-making in Argenta. Integrity means we are true to the generally accepted standards in the banking and insurance sector, but also to our purpose and specific company values: close to customers, enterprising, pragmatic and simple.
Notifications of complaints
complaints treated 2022
9.4%
fewer complaints than in 2021
Handling time for complaints
9.8
working days
The number of complaints is lower than in 2021, because then there was a lot of reaction to the introduction of the packages. Apart from this, the general trend in 2022 was similar to 2021: a higher inflow of complaints in the first and second quarters and a quieter period in the third and fourth quarters.
Remuneration Policy
Non-director employees
Argenta’s remuneration policy is based on the following principles:
- Argenta is committed to remuneration in line with market conditions. The salaries of employees, administrative staff, management and senior executives of Argenta consist solely of a fixed amount. No variable remuneration, shares, stock options, entry bonus or deferred compensation are granted.
- The remuneration policy determines which remuneration package applies to which jobs, taking into account the degree of difficulty, responsibility, level of required training or experience and necessary specialisation of a particular job.
- Argenta expressly pursues a gender-neutral remuneration policy. An employee’s job alone determines the pay category and the pay category determines and comprises the remuneration package of the employee concerned. Employees with the same pay category therefore have a remuneration package comprising the same elements and fundamentals.
- There is no bonus culture among Argenta's management, employees and directors. So no annual variable remuneration, shares and stock options, deferred remuneration or other bonuses, not even for achieving ESG objectives. This is a deliberate governance choice. We want to avoid pursuing short-term goals to the detriment of Argenta's longer-term objectives.
Non-executive directors
The remuneration of the non-executive members of the Boards of Directors of the Argenta Group companies consists solely of fixed remuneration established by the respective general meetings. They do not receive variable remuneration of any kind nor severance pay. The remuneration is the same for all non-executive directors except for the chairman of the Board of Directors.
Non-executive directors receive an additional fee for each meeting attended when participating in special committees set up within the Board of Directors (Appointments Committee, Remuneration Committee and Group Supervisory Committee). This fee is the same for all members of these committees, but with the chair receiving a higher fee.
The chair of the respective Boards of Directors is a director representing the family shareholder. He receives a fixed remuneration which differs from that of the other non-executive directors. He receives no additional fees for each meeting attended. Apart from the fixed annual remuneration, the Chairman of the Board also enjoys the benefits of an IPT (Individual Retirement Commitment), a company car, an expense allowance and contributions to the collective hospitalisation costs policy. He enjoys the same severance pay as the Executive Committee members.
Executive directors
Executive directors receive a fixed annual remuneration. They do not receive variable remuneration of any kind. In this way their pay does not contain elements that could encourage the pursuit of short-term objectives that are inconsistent with the Argenta Group's long-term objectives.
This annual remuneration complies with Annex 2 of the Banking Act on remuneration policy. The remuneration is the same for all members of the Executive Committees, with the exception of the Chairman.
In addition to the fixed annual remuneration, executive directors also benefit from three group policies (pension capital, disability, and hospitalisation insurance).
At the end of their mandate the executive directors receive a payment in accordance with the directors’ agreement for executive directors. In accordance with the application of the variable remuneration exemptions contained in Article 12/1 of Annex II of the Banking Act, this must consist of a combination of a non-competition payment and a payment by analogy with the severance pay for administrative staff.
The remuneration of the Executive Committee members is also set out in chapter 7 “Directors’ remuneration” in the Company’s IFRS annual report.