Looking after our stakeholders in a thoroughly responsible manner. We do this by accepting our responsibility in every part of our organisation. Argenta attaches great importance to corporate governance with total transparency:
- A clear strategy
- Effective governing bodies and internal controlEen
- A healthy balance in the interests of all stakeholders and responsible company management
Diversity and a healthy remuneration policy without a bonus culture are also high on Argenta’s agenda.
The framework of our corporate governance is contained in the Governance Memorandum and is set out in further detail in three charters:
- The Integrity Charter as the basis for the different codes of conduct
- The Suitability of Key Officers Charter (including a section on diversity)
- The Sustainability Charter
All Argenta entities and activities follow the same corporate governance.
Group structure
Argenta puts a transparent management structure at the forefront. This supports a sound and prudent policy. As a company Argenta essentially consists of a bank pool and an insurance pool. Their management is in the hands of the Executive Committees of Argenta Spaarbank and Argenta Assuranties.
The independent control functions, HR policy and legal affairs are organised at Group level. Their management is in the hands of the Executive Committee of the Argenta Bank- en Verzekeringsgroep:
Click on each entity to read more.
Committees
Board of Directors
Mission
The Board of Directors is the highest decision-making body in Argenta. The members of the Board of Directors make decisions about:
- The strategy and objectives of Argenta’s companies
- The risk policy and the general risk tolerance limits
- The organisation for providing or performing investment services and activities and ancillary services
- The integrity policy
The Board of Directors monitors the activities and regularly assesses the effectiveness of the governance system and the internal control system. The division of tasks and interaction between the Boards of Directors and the different committees in Argenta are documented in the Governancememorandum.
Advisory committees of the Boards of Directors
Executive Committee
The executive directors form the Executive Committee.
Mission
The Executive Committee of Argenta Bank- en Verzekeringsgroep determines the framework within which the various group companies can perform their activities and exercise their responsibilities. The Executive Committee considers Argenta’s purpose and sustainable values in the broader context of economic, social and environment-related themes.
The mission and the composition of the Executive Committees are defined with a view to the maximum operational integration of the individual companies in the interest of the Group. Policy decisions relating to corporate social responsibility (including economic, social and environmental impact) are monitored directly by the CEO in his role as CSO.
Sustainability operation
Board of Directors and Executive Committee
Argenta has opted for a centralised, company-wide operation because sustainability is a topic that affects every department and every employee.
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, etc. The CSO has the support within the Marketing & Sustainability department of the sustainability manager, who shares responsibility for implementing the policy and the sustainability plan across the different departments.
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 facilitate the transition to a climate-neutral society. The GBC reports to the Asset Liability Committee (Alco).
Diversity
Diversity and equal opportunities are essential for a healthy business environment. As a bank-insurer, Argenta strives to be a reflection of society so that all customers and staff feel at home at Argenta. This is why Argenta gives every employee equal opportunities and the focus is on talent. Regardless of gender, age, disability, belief, philosophy, marital status, birth, wealth, political conviction, trade union membership, language, health status, sexual orientation, physical or genetic characteristics, social, cultural or ethnic origin.
In its Suitability of Key Officers Charter, Argenta has specified target figures for the representation of the under-represented gender and it outlines a plan to achieve this target figure at the level of the Boards of Directors, the Executive Committee and senior management.
Figures:
- Of the sixteen directors who are active in the Argenta Group (across the different boards of directors), there are six female directors (37.5%). Argenta is therefore meeting its target of having at least 33% female directors.
- Three of the seven members active on the Executive Committee of BVg, Aspa and/or Aras, are female (42.9%). Argenta is therefore meeting its target of having at least 33% female Executive Committee members.
6
female board members
(total of 16 board members)
3
female senior executives
(total of 7 senior executives)
These figures are in accordance with the provision in Article 7:86 of the new Belgian Companies and Associations Code (CAC) that at least one third of the members of the Board of Directors in listed companies and organisations of public interest are of a different gender from the other members, the required minimum being rounded to the nearest whole number.
Riskmanagement
Risk management framework
In the financial world the climate risk and sustainability policy is subject to constant development. An adapted 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 being updated and adapted in response to new regulations, the development of market standards, daily experiences and changes in Argenta's activities. Some of these changes are the direct consequence of the sustainable choices that Argenta makes. To earn the trust of all stakeholders, we must show there are adequate risk management procedures in place. Our stakeholders are our customers, investors, branch managers, regulators and ratings agencies, but also directors, management and staff.
Organisation of the risk management function
The Board of Directors and the Executive Committee take the lead in creating a healthy risk culture throughout the organisation. The Board of Directors has ultimate responsibility for good risk management in the organisation. To do this the Board directs the Executive Committee and in particular the CEO and CRO to make sufficient people and resources available.
The risk management function at Argenta is organised centrally at Argenta Bank- en Verzekeringsgroep (Bvg) level, with the exception of the risk management function of the asset managers, which is organised on a decentralised basis in the relevant management companies and the local aspects at Argenta Nederland.
This central risk management function provides a holistic, Group-wide perspective of financial and non-financial risks to ensure compliance with the risk strategy. This framework defines the entire spectrum of building blocks, practices and processes that Argenta uses for its risk management model.
The Group risk management function is performed by the Risk & Validation (focus on financial risks) and Non-Financial Risk Management & Supervisory Office (focus on non-financial risks) departments.
Integrity
Integrity policy and codes of conduct
Our operation is inextricably linked to ethics and integrity. We attach importance to honest and transparent selling methods and a no-nonsense culture. We therefore promote integrity throughout the organisation, at all levels. The Integrity Charter forms an important basis for Argenta's banking and insurance policy and serves as a guide for actions and decision-making at 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.
Having a good corporate governance framework relies significantly on the commitment and dedication of all our staff. For this reason, in addition to the strategic objectives, the Board of Directors also defines Argenta's integrity policy and the internal codes of conduct or formal rules. These define how the company acts in a spirit of integrity and commitment towards all our stakeholders. We share these values and codes of conduct within Argenta. This framework is laid down in the Integrity Charter.
It sets out Argenta's own focus values and purpose and the ethical standards for ensuring the integrity of the banking and insurance sector. In addition to value-conscious and ethically responsible conduct by Argenta, it is also important that employees safeguard their personal integrity. Given its model role, it is essential that management imposes strict rules of conduct on itself and sets a good example.
The ethical standards for Argenta’s integrity outlined in the Integrity Charter are set out in further detail in thematic policies. In 2023 the policies Conflict of Interest, Antidiscrimination, Duty of Care, Market Abuse, Privacy, AML/CFT (Anti-Money Laundering/Combating the Financing of Terrorism), Customer Acceptance and Sanctions & Embargos were updated.
Argenta is also fleshing out concrete ethical standards in codes of conduct that set out permissible or prohibited behaviour, such as the Incentives Code of Conduct, which was revised in 2023.
Complaints handling
complaints handled in 2023
8,9 %
fewer complaints than in 2022
Average handling time:
9,1
working days
The annual trend remains the same: more complaints in the first and second quarters, fewer in the third and fourth quarters. There is no specific reason for the lower number of complaints than last year (8,9% fewer).
The majority of complaints handled were submitted direct by customers or by branches acting on behalf of the customer. Files were also submitted by external agencies or by third parties.
The complaints can be submitted by telephone, email or using the complaints form on argenta.be.
Complaints Management has regular meetings with the departments about which we receive complaints. The relevant risks from complaints are also forwarded in accordance with the three lines of defence:
- Complaints Management takes the initiative in consulting about the content of the complaints and considering where improvements can be made in conjunction with the departments concerned.
- Complaints Management produces a Group annual report on complaints each year.
- This annual report appears on the agenda of the Risk Committee of the Board of Directors and is shared with the competent bodies.
Anyone dissatisfied with the handling of a complaint by the Argenta Complaints Management department is free to contact Ombudsfin (the Banking – Credits – Investments mediation service) or the Insurance Ombudsman. Argenta Spaarbank is a member of Ombudsfin, the financial ombudsman system, while Argenta Assuranties is a member of the Insurance Ombudsman service.
Remuneration policy
Staff and non-directors
The Argenta Board of Directors lays down a remuneration policy for all staff of the whole Group following advice from the Remuneration Committee and monitors its implementation in conjunction with the Remuneration Committee and the independent control functions. This policy takes account of the complexity and structures of the Group to determine, develop and implement a consistent policy for the whole Group in accordance with the Group’s risk management strategies. The policy is applied to all relevant persons at Group level and at the level of each subsidiary and Argenta in the Netherlands. This policy does not apply to the branch managers and their staff.
Argenta’s remuneration policy is based on these four 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. The degree of difficulty, responsibility, level of training or experience required and necessary specialisation of a particular job are taken into account.
- 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, staff or 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 policy choice. We want to avoid pursuing short-term goals to the detriment of Argenta's longer-term objectives.
Argenta provides a number of guarantees in relation to the remuneration policy:
- Argenta guarantees the general consistency of the Group’s remuneration policy. We do this by ensuring that it satisfies the statutory requirements of companies forming part of the Group and by ensuring its proper application.
- Argenta guarantees that the remuneration policy is consistent with the business strategy, objectives, the values and the long-term interests of the institution. And that it includes measures for the avoidance of conflicts of interest.
- Argenta guarantees that the Remuneration Committee directly monitors the remuneration of higher managerial staff who perform risk management and compliance functions. This monitoring is carried out independently by Compliance.
- Argenta guarantees the involvement of the independent control functions: - The Risk Management department ensures that the remuneration policy is in accordance with thorough and effective risk management and promotes sound risk management. - The Compliance department analyses the consequences of the remuneration policy for compliance by the institution with the legislation and regulations, internal policy and the risk culture, and reports all compliance risks found and non-compliance matters to the executive body. Compliance formulates an opinion annually through the Risk Committee to the Remuneration Committee. Compliance also carries out an independent check that is submitted to the board and management in a report. No recourse is therefore had to external consultants, for example, because Argenta does not work with variable remuneration. - The Internal Audit department carries out independent testing of the structure and the implementation of the remuneration policy and its consequences for Argenta’s risk profile, and assesses how these consequences are managed.
- Argenta guarantees mutual contact and exchange of information among the competent functions at Group level with the subsidiaries and Argenta Nederland.
- Argenta guarantees a gender-neutral remuneration policy.
*Only the remuneration of the members of the board of directors is determined by the general meeting.
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 any kind of variable remuneration or severance pay. The remuneration is the same for all non-executive directors, except for the chairman of the Board of Directors.
The 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. The chairman receives a higher fee. The fee is reassessed regularly and in any event every two years.
Chairman of the Boards of Directors
The chairman of the various Boards 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 Pension Commitment), a company car, an expense allowance and contributions to the collective hospitalisation costs policy. He receives the same severance pay as the executive directors.
Executive directors
The executive directors receive fixed annual remuneration that does not contain any elements that could encourage the pursuit of short-term objectives that are inconsistent with the Argenta Group's long-term objectives, such as variable remuneration. 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 new Article 12/1 of Annex 2 of the Banking Act, Argenta has chosen to include a severance payment in the contracts of executive and non-executive directors consisting of a combination of a non-competition payment and an allowance by analogy with the severance payment in an employment contract where the total of these payments does not exceed 12 months’ gross pay of the executive director concerned.
The remuneration of the Executive Committee members is also set out in chapter 7 ‘Directors’ remuneration’ in the Company’s IFRS annual report.