ANNUAL REPORT 2010   OUR GOVERNANCE  CORPORATE GOVERNANCE 75 A detailed explanation is given below for those instances  where AEGON does not fully apply the best practice  provisions of the Code. In these few instances, AEGON  adheres, as far as possible, to the spirit of the Code.  Code II.2.8 For members of the Executive  Board the Dutch Corporate Governance Code  requires that the maximum compensation in  the event of dismissal should be one year’s  salary, or two years’ salary for cases when one  year’s salary would be manifestly unreasonable  for a member who is dismissed in his or her  fi rst term of offi ce. A number of documents relating to corporate  governance may be found on AEGON’s website (www.aegon.com). These include: AEGON is committed to applying this best practice  provision to all new Executive Board appointments.  This best practice provision is also embedded in the  company’s Remuneration Policy for the Executive Board. In accordance with the capital transaction concluded  with the Dutch State on December 1, 2008, the more  favorable severance payment arrangements in CEO  Alex Wynaendts’ employment agreement have been  waived and exit arrangements limited to a maximum of  one year’s fixed salary. As a result, AEGON is currently  in compliance with this provision. Details of Executive  Board members’ employment contracts may be found  on AEGON’s corporate website.  Code II.3.3 The Code recommends that a  member of the Executive Board should not  take part in discussions or decision-making  related to a subject or a transaction in which  he or she has a confl ict of interest. AEGON’s CEO and CFO are members of the Executive  Committee of the company’s largest shareholder,  Vereniging AEGON. This may be construed as a conflict  of interest. However, under Vereniging AEGON’s Articles  of Association, AEGON’s CEO and CFO are specifically  excluded from voting on issues directly related to  AEGON or their position within it. AEGON’s Supervisory  Board holds the view that, given the historic relationship  between AEGON and Vereniging AEGON, it would not be  in the company’s best interests to prevent them  participating in discussions and decision-making related  to Vereniging AEGON. For this reason, a protocol has  been drawn up authorizing the CEO and CFO to continue  their existing practice with respect to their dealings with  Vereniging AEGON. The text of this protocol is available  on AEGON’s website. Generally, AEGON applies the best practice provisions  set out in the Code. For an extensive review of AEGON’s  compliance with the Code, please refer to the Corporate  Governance Statement on AEGON’s corporate website  (www.aegon.com).  AEGON’s Articles of Association provide for a larger  majority and a higher quorum than those advocated  by the Code. Given that the company has no specific  anti-takeover measures, the current system is deemed  appropriate within the context of the  1983 Merger  Agreement  under which AEGON was formed. However,  to mitigate any possible negative effects from this, the  Supervisory Board has decided that, in the absence of  any hostile action, it will only make nominations for  appointment of members to the Executive and  Supervisory Boards that are non-binding in nature. Code IV.1.1  The Dutch Corporate Governance Code states  that the General Meeting of Share-holders may cancel  the binding nature of nominations for the appointment  of members to the Executive and Supervisory Boards  with an absolute majority of votes and a limited quorum.  ■ Articles of Association ■ AEGON’s Corporate Governance Statement  ■ Employment agreements for members of the  Executive Board ■ Remuneration Policies, Executive Board and  Supervisory Board ■ Appointment schedules, Executive Board and  Supervisory Board ■ Charters for Executive Board, Management  Board, Supervisory Board and Supervisory Board  Committees ■ Protocol Vereniging AEGON – AEGON N.V. ■ Transactions AEGON N.V. – Vereniging AEGON ■ Amended Merger Agreement  ■ Preferred Shares Voting Rights Agreement ■ The New York Stock Exchange Listing Standards AEGON’s position on Code II.2.8.  AEGON’s position on Code II.3.3.  AEGON’s position on Code IV.1.1.  Corporate Governance Statement SHARPENING OUR FOCUS