DUTCH CORPORATE GOVERNANCE CODE INDEPENDENCE EXPERTISE AND COMPOSITION ROLE OF THE CHAIRMAN OF THE SUPERVISORY BOARD  AND THE COMPANY SECRETARY COMPOSITION AND ROLE OF THE KEY COMMITTEES OF  THE SUPERVISORY BOARD AEGON GROUP ANNUAL REPORT 2003 66 The current composition of the Supervisory Board is in compliance with the best practice provisions of the Dutch Corporate Governance Code as well as the provisions of the United States’ Sarbanes-Oxley Act 2002 regarding the independence of supervisory directors. The sole member that does not qualify as ‘independent’ within the meaning of these provisions is Mr. K.J. Storm who was, immediately prior to his appointment as a member of the Supervisory Board in 2002, chairman of the Executive Board.  [III.2; III.2.1; III.2.2] he will not be available for reappointment upon the end of his current term in 2005.  [III.3.4] The Supervisory Board intends to make proposals to provide that no member can serve on AEGON’s Supervisory Board for more than three four-year terms. [III.3.5] Pursuant to the Rules and Regulations of the Supervisory Board a member of the Supervisory Board shall resign if the Supervisory Board has resolved that such a member is not longer fit to function due to inadequate performance, fundamental differences of opinion or other important circumstances.  [III.1.4] Since the most recent amendment of AEGON’s Articles of Incorporation in May 2003, members of the Supervisory Board are appointed by the General Meeting of Shareholders. For the purpose of making nominations for the Supervisory Board, including any nominations for reappointment, the Supervisory Board has drawn up a profile that specifies the desired composition and competences of the Supervisory Board as a whole as well as those of the individual members. This profile also reflects the detailed composition requirements of the Dutch Corporate Governance Code.  [III.3; III.3.1; III.3.2] Under the composition profile, it is expected that each member of the Supervisory Board shall be capable of assessing the broad outline of the overall policy, in addition to the specific expertise required for the role designated to the individual member. The profile also takes into account the nature of the insurance business of AEGON, the activities of the Supervisory Board and the background of the Supervisory Board members and is designed to ensure that the Supervisory Board as a whole is capable of the proper performance of its duties. The composition profile will be made available on AEGON’s website where shareholders and investors can also find the prescribed information about each member of the Supervisory Board as well as the retirement schedule.  [III.1.3; III.1.7; III.3.1; III.3.6] AEGON offers its newly appointed members of the Supervisory Board an introduction program covering the general financial affairs of AEGON, general aspects of the insurance industry as well as aspects unique to AEGON in addition to general legal affairs of the group. The Supervisory Board regularly discusses whether there are any areas where its members require further training.  [III.3.3] Several members of the Supervisory Board also serve as a member of Supervisory Boards of other Dutch listed companies. The Supervisory Board has concluded that none of these memberships unduly or negatively influences the proper performance of the relevant members of their duties as member of the Supervisory Board. Mr. Tabaksblat, the chairman of the Supervisory Board, as well as Mr. Storm currently hold more than the maximum number of Supervisory Board positions with Dutch listed companies (including chairmanships) set forth in the Dutch Corporate Governance Code. Mr. Storm has advised the Supervisory Board that he expects to be compliant with the relevant best practice provision before the end of 2004. Mr. Tabaksblat has indicated The chairman of the Supervisory Board of AEGON is  Mr. Tabaksblat. Mr. De Ruiter is vice-chairman. In accordance with the Rules and Regulations of the Supervisory Board, the chairman is responsible for overseeing the functioning of the Supervisory Board as a whole and its committees, for keeping close track of the flow of information to the Supervisory Board and for the consultation and decision-making processes within the Supervisory Board. The chairman is also responsible for initiating the assessment of the individual members of the Supervisory Board and the Executive Board and for maintaining appropriate contact with the Executive Board and the Dutch Central Works Council.  [III.4; III.4.1; III.4.2] The duties of the company secretary include assisting the Supervisory Board. In particular, the company secretary is responsible for the correct application of the statutory obligations under the Articles of Incorporation and the Rules and Regulations of the Supervisory Board. The appointment of the company secretary is subject to the approval of the Supervisory Board.  [III.4.3] In compliance with the applicable provisions of the United States' Sarbanes-Oxley Act 2002 and the Dutch Corporate Governance Code, the Supervisory Board has in place four standing committees from among its members. These committees are: the Audit Committee, the Compensation Committee, the Nominating Committee and the Strategy Committee. Each committee reports its findings to the Supervisory Board and these findings are discussed in the plenary meetings of the Supervisory Board.  [III.5; III.5.3] Each of the committees of the Supervisory Board has a charter in which the duties of the committee, the composition and its internal procedures are laid down. Upon certain technical changes triggered by the Dutch Corporate Governance Code being implemented, the committee charters shall be published on AEGON’s website.  [III.5.1] Annually, the report of the Supervisory Board (which is part of the annual report) includes information on the activities of each of the committees. Such reports also list the members of each committee. [III.5.2]