The Supervisory Board supervises the general policy of DELA and its associated companies in the Netherlands, Belgium and Germany. On 27 January 2024, the new Executive Board chair took office following the retirement of the former CEO. A new CFRO joined us on 1 July 2024 following the retirement of the previous CFRO. In addition, a start was made with the formation of a new management structure, leading to the appointment of a Chief Transformation Officer (CTO) on 15 October 2024. As a consequence, the CCO position was discontinued on 1 February 2025. All these changes led to intensive discussions between the Executive Board and Supervisory Board regarding the further development of a new strategic direction. A two-day session in December 2024 provided ample time and opportunity to take the initial steps in formulating a multi-year policy plan (2026-2030).

Operational performance remained relatively stable and received the continuous attention of the Supervisory Board. The new Executive Board demonstrated its strong capability to maintain the established course. In 2024, the Supervisory Board also dedicated considerable attention to the climate change transition plan and the reporting within the framework of the CSRD. Regular discussions were held on the importance of sustainability across all facets of DELA’s operations in the Netherlands, Belgium and Germany.

The ‘Business in Control’ programme gained significant momentum in 2024, making made clear progress and being increasingly integrated across the organisation. The progress of the 'digital transition of the insurer' programme was also reviewed again in 2024, resulting in concrete decisions. The teams engaged in developing new services and products, with the first outputs being delivered. Developments in asset management obviously remained a regular topic of discussion.

It was December 2021 when the Supervisory Board first initiated the succession planning and selection process for the cooperative Executive Board. The Supervisory Board carefully anticipated these governance changes, taking into account the need to secure knowledge and experience within the Executive Board due to various retirements. Building on comprehensive research, the Supervisory Board examined the further development of the management structure. Sandra Schellekens assumed the position of chair of the Executive Board on 27 January 2024 having previously served as CEO of DELA Belgium.

A capable internal successor for the CFRO role was identified through a separate succession process in the person of Godelieve van Velsen. Before her appointment as CFRO on 1 July 2024, she already held the position of CFO at DELA Netherlands. In addition, a new role within the Executive Board entitled Chief Transformation Officer (CTO) was created as part of the new management structure. This non-statutory Executive Board position is held by Tom van der Spek, who previously held similar roles at Achmea and Accenture.

The Supervisory Board is very pleased with the composition of the new Executive Board and in close consultation with them regarding further development.

The Supervisory Board members once again ensured they were thoroughly up to speed regarding the cooperative’s strategy during 2024. This was discussed in depth at a two-day strategy session in the autumn of 2024, with the first steps being taken towards a new multi-year policy plan. The focus was also on the ongoing development of new products and services by the development teams and the general meeting was kept regularly updated. The number of Belgian members continued to grow in 2024, leading to an additional section in the general meeting for Belgian members in 2025. This development further embeds the interests of Belgian members and customers in our strategy and policy. The new Executive Board Chair, CFRO and CTO took part in ‘speed date’ sessions, separately meeting all members and deputy members of the general meeting. They also regularly reported back to the Supervisory Board. These activities will also lead to further alignment with the general meeting.

In consultation with the Supervisory Board, it was decided not to allow the Voor Elkaar Holding (VEH) to make any further investments in 2024. VEH colleagues are currently revising the strategy and focusing on existing investment projects such as Fello. The Fello division developed further over the past year and now operates independently under VEH.

All of the above topics were addressed in a constructive dialogue between the Executive Board and Supervisory Board. The Supervisory Board is confident that these discussions will continue in the same manner in 2025.

In 2024, the Supervisory Board maintained a continuous dialogue with the Executive Board regarding the 'Digital Transition of the Insurer' (DTV) programme and the 'Business in Control' programme focused on strengthening internal control. Given the significant impact on continuity and solidarity, the Supervisory Board maintained a close oversight of these key topics. There were frequent requests for deeper insights into related subjects via presentations to the Supervisory Board and its committees. This led to a pause and a simplification of the DTV programme. Meanwhile, significant progress was made on the 'Business in Control' programme: this is increasingly becoming part of regular business operations and a major further step forward is planned for 2025.

The Corporate Sustainability Reporting Directive (CSRD) was a regular agenda item for both the Supervisory Board and audit committee during 2024 with a strong shared focus on compiling the first statement. The Executive Board kept the Supervisory Board informed of further developments and their impact on reporting and accountability. We also further refined the related materiality analysis in 2024 and discussed this with all stakeholders.

The Supervisory Board approved the climate change transition plan in December 2024 after an extensive alignment process. This plan is a crucial component for further sustainability and transparent reporting. Significant efforts were made across the group to establish a clear goal for 2050 with respect to the climate and CO2 emissions.

Risk management has received increasing attention from both regulators and within the Supervisory Board over recent years. It is a vital area in order to achieve our ambitions and ensure the success of our strategic direction. The Executive Board regularly updated the Supervisory Board on the risks associated with the company’s core activities of insurance and funeral services and the impact of these risks on all stakeholders. Special attention was given to employees, employee satisfaction, revenue and cost developments, the (financial and non-financial) reporting process, and compliance with laws and regulations.

The Supervisory Board also focused on compliance with the Sanctions Act, the outsourcing policy, information security policy, investments, and the design and operation of internal risk management and control systems. It questioned and supported the Executive Board on these matters. The Supervisory Board believes that the organisation demonstrated sufficient resilience over the past year to handle all scenarios related to these topics.

As is the case every year, the Supervisory Board assessed capital allocation. It concluded that the investment policy and liquidity position align with the risk appetite at a strategic level. The Supervisory Board and Executive Board held intensive discussions about the risk appetite statements. This led to an enrichment of the methodology in some areas, resulting in an even better and continuous control.

As of 2024, variable remuneration for the Executive Board members of the cooperative has been ended. This decision followed the earlier abolition of variable remuneration for all employees in the Netherlands. Variable remuneration is still applied in Belgium and Germany on a limited scale.

Following a prior recommendation by the Supervisory Board, an ethics committee was established in the Netherlands in 2024. This committee comprises employees from various business units and a member of the Executive Board. Its goal is to address and discuss organisational dilemmas in a clear and consistent manner.

Moreover, a European regulation mandates the rotation of audit firms. In practice, this means that an organisation may retain the same auditor for a maximum of ten years. The current auditor’s term at DELA is coming to an end. The Supervisory Board established clear selection criteria and a precise audit assignment. Following a thorough selection process, PwC was appointed as the new auditor starting from the 2025 financial year.

The Supervisory Board oversaw and provided advice to the Executive Board in six scheduled meetings during 2024. Several recommendations focused specifically on the strategy and financial robustness of the organisation, while others concerned the appointments of new Executive Board members. During the reporting year, the attendance rate for Willemien Caderius van Veen was 67 percent, as she missed two meetings. Georgette Fijneman attended 83 percent of the meetings, being absent once. The attendance rate for the other Supervisory Board members was 100 percent.

Two general meetings were held in 2024, with the entire Supervisory Board in attendance.

Throughout the year, the chairs of the Supervisory Board and Executive Board maintained regular contact. The full Supervisory Board met twice with the confidential committee. An additional meeting between the chairs of the Supervisory and Executive Boards and the confidential committee was held regarding the appointment of the CTO. Supervisory Board members individually attended one or more meetings of the DELA Netherlands works council.

The chairs of the individual committees reported at Supervisory Board meetings on the discussions held with the Executive Board during committee meetings. Each Supervisory Board meeting began with a preliminary discussion among the members. The Supervisory Board formally evaluates its own performance once a year and an external review is conducted once every three years. This past year the Supervisory Board assessed its own performance and determined and executed a few minor areas for improvements.

The audit committee prepares the supervision of the Supervisory Board with regard to financial reporting, compliance with recommendations and the follow-up of the internal audit function and external accountant, the financing of the companies.

As in previous years, the DELA Cooperative and DELA Natura annual reports were presented to the audit committee for review by the Supervisory Board. These reports were also extensively evaluated with the external auditor.

In addition, the progress report on the audit plan and internal audit report were addressed in the audit committee. This committee also thoroughly prepared for and discussed the transition to the new auditor for the 2025 financial year.

The audit committee paid special attention to the reporting under the CSRD and the climate change transition plan. The chair of the audit committee held a separate meeting every month to monitor and discuss progress on the CSRD. The audit committee discussed key documents including the management letter, engagement letter, Solvency II Longform report 2023 and annual audit plan with the external auditor.

The DELA Group’s monthly and quarterly reports were evaluated during the audit committee meetings and their quality was judged to have remained consistently high. The budget and business plan for DELA Group 2025 were also prepared by the audit committee. Additionally, the audit committee frequently discussed the appropriate valuation method for the technical provisions in the financial statements.

Several presentations took place related to the ‘Business in control’ programme, which were attended together with the risk committee.

The audit committee met four times in 2024, with an extra meeting required to deal with the management letter from the external accountant. The attendance of each member was 100 percent.

The risk committee prepares the Supervisory Board’s supervision of the functioning of the internal risk management and control systems, including supervision of compliance with the relevant laws and regulations and applicable codes of conduct, the set-up and effectiveness of the internal risk management system, and the management of the cooperative’s financial and non-financial risks.

In 2024, the risk committee reviewed the performance and quarterly reports of the second-line functions (actuarial, operational, financial and compliance) and the risk management policy. Developments within asset management and the investment policy were frequently discussed, particularly in relation to geopolitical unrest and inflation. The impact of these factors on investment returns was significantly lower in 2024.

The risk committee also discussed the Solvency and Financial Condition Report (SFCR) for DELA 2023 and, in November 2024, carefully prepared the Own Risk and Solvency Assessment (ORSA) annual reports (both static and dynamic) in light of the approval process by the Supervisory Board. An Asset Liability Management (ALM) study was also conducted in 2024, and its outcomes were approved during the December meeting by the Supervisory Board.

The risk appetite statements of DELA Group received increased attention for sustainability risks. These statements were refined and updated within the framework of financial risks, resulting in an enhanced and more consistent control of the statements.

Other important topics on the risk committee’s agenda included the organic analysis of DELA Natura and the findings from various studies by De Nederlandsche Bank (DNB) concerning conflicts of interest and sponsorship, outsourcing, compliance with the Sanctions Act and information security. The risk committee also devoted considerable attention to digitalisation of the insurance chain. The investment policy was reviewed and optimised based on the outcomes of the ALM study.

The risk committee met four times during the reporting year and all members of the committee had a 100 percent attendance rate.

The remuneration and appointment committee prepares the decisions of the Supervisory Board related to the employer role, such as the assessment and remuneration of the Supervisory Board and Executive Board. The committee monitors the developments of key positions and forms an opinion about the organisational culture.

In 2024, the committee focused primarily on the succession of the CFRO and the further composition of the Executive Board. The development of this structure will be continue to be discussed in 2025. The review of the management and key roles, including potential development paths, was a recurring topic of discussion. The remuneration and appointment committee will delve deeper into the development of the top 15 roles within DELA across all countries during 2025, with a particular focus on growth potential within the organisation. This process will assess what the organisation requires in line with the long-term policy plan.

Following the implementation of a new approach to the learning and performance programme, a decision was made in 2023 to abolish variable remuneration for the Executive Board from 2024 onwards. The committee remains responsible for monitoring the progress of the remuneration policy through evaluations and risk analyses. This includes overviews of educational developments within the Supervisory Board, Executive Board, Management Board and second line. It also reviews the secondary roles held by members of this specific group.

There were three formal meetings of the remuneration and appointment committee in 2024 and the committee members had a 100 percent attendance.

In 2024, the Supervisory Board comprised two women and four men, meeting the diversity standard of at least 30 percent representation for both women and men.

The Supervisory Board adheres to the principle that its composition should enable members to adopt a critical stance and act independently of each other, the Executive Board and any specific interests. The Supervisory Board strives for a balanced and diverse composition.

At least once a year, the Supervisory Board discussed its own performance. Every three years, this evaluation is conducted under independent external guidance. In 2024, the Supervisory Board conducted this evaluation internally using a questionnaire and by discussing a report on the findings. Various points of attention were reviewed during this process.

Several improvement points were formulated to enhance meeting efficiency, ensuring that each Supervisory Board member can fully carry out their role. The evaluation framework is based on various codes of conduct, such as the Corporate Governance Code, as well as principles of good governance. The Supervisory Board and Executive Board aim to ensure that DELA operates as efficiently and responsibly as possible. The Supervisory Board concluded that it functions effectively.

With its current composition, the Supervisory Board believes it has a strong balance of knowledge, experience and competencies. The overall impression is that the Supervisory Board is complementary and fundamentally diverse. The Supervisory Board uses a profile outline for its composition. In December 2024, the Supervisory Board evaluated whether this profile still aligns with current and future tasks and responsibilities. It was decided that it will be closely scrutinised, particularly considering some significant changes expected in the coming years.

As part of their continuous education trajectory, members of the Supervisory Board attended various external training sessions in 2024, along with two internal sessions. The goal was to maintain and, where necessary, enhance their expertise. A session focused on sustainability took place on 7 June 2024, with DELA colleagues providing a comprehensive overview of all aspects within the organisation. Topics included responsible investing, sustainable resource use and CO2 emissions reductions. On 15 November 2024, the focus was on the Digital Operational Resilience Act (DORA) and the roles of the Executive Board and the Supervisory Board in this context. EY provided an in-depth explanation of DORA's legal framework and its impact on decision-making by the Executive and Supervisory Boards. Both sessions were considered valuable, providing useful insights to support informed governance and decision-making.

In accordance with the provisions of the statutes of DELA Cooperative U.A., the Supervisory Board has reviewed the annual documents and approved the financial statements of DELA Cooperative U.A. and the accompanying information. The Supervisory Board discussed these documents with the Executive Board, the internal auditor, and the external auditor Deloitte, and took note of Deloitte’s unqualified audit opinion on the financial statements and the 2024 sustainability report of DELA Cooperative U.A.

The Supervisory Board proposes to the general meeting to adopt the 2024 financial statements of DELA Cooperative U.A. and to grant discharge to the Executive Board members for the policy conducted during the reporting year. Additionally, the Supervisory Board requests the general meeting to grant discharge to the Supervisory Board for its supervisory activities.

The Supervisory Board expresses its gratitude to all members, policyholders and bereaved families for their trust. It was a year of significant developments that, thanks to excellent collaboration with the new Executive Board, resulted in a promising step towards the future. The Supervisory Board extends its appreciation to all employees for their exceptional dedication, flexibility and commitment over the past year.

Eindhoven, 7 May 2025

DELA Coöperatie U.A.

Supervisory Board
John van der Steen, chair
Hans Leenaars, vice-chair
Frits van Bree, secretary
Willemien Caderius van Veen
Georgette Fijneman
Georges de Méris