Governance and risk management


Corporate governance involves due diligence, adequate supervision and transparent accountability. An important aspect herein is finding the right balance between entrepreneurship, supervision and risk management. At DELA we organise our activities based on a vision aimed at the continuity of the cooperative and long-term interests of our members. DELA’s corporate governance is founded on the culture of our organisation on the one hand, and legislation & regulations and best practices on the other. This ensures that DELA complies with regulations and guidelines from the European legislator such as Solvency II, national legislation including the Dutch Financial Supervision Act, and policy regulations from the regulators. This section highlights the main aspects of our governance.

Legal structure

DELA Coöperatie U.A. (hereafter: 'the DELA cooperative') is a cooperative established in 1937 with the following purpose:

  • support members in word and deed so they can look to their future with as few worries as possible;
  • guaranteeing members and co-insured a dignified and affordable funeral;
  • promoting the reputation of the life insurance market and the funeral sector.


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  • 1: abbreviated as "DELA" (statutory) or "DELA Group" (consolidated). Board members: see personal information
  • 2: abbreviated as "DELA Holding" (statutory) or "DELA Holding Group" (consolidated). Same Board members as DELA Coöperatie U.A., see personal information
  • 3: abbreviated as "DELA Natura" (statutory) or "DELA Natura Group" (consolidated)
  • Supervisory Board: in personal union for these three entities, see personal information


DELA is a cooperative with excluded liability for its members. The cooperative is formed by all insured who become a member of the cooperative when entering into an insurance policy with the cooperative.

DELA Coöperatie U.A. accommodates DELA Holding NV The Board members of the cooperative are also the Board members of DELA Holding NV

The holding includes three principal companies: DELA Natura- en levensverzekeringen NV (hereafter: DELA Natura), DELA Uitvaartverzorging NV and DELA Holding Belgium NV

DELA Natura accommodates the Dutch, Belgian and German insurance activities. DELA Uitvaartverzorging NV accommodates the funeral activities for the Netherlands. The Belgian funeral activities are accommodated by the principal company DELA Holding Belgium NV The principal companies include subsidiaries and participations.

DELA Holding NV always governs the principal companies. Each principal company governs its subsidiaries. In addition, each company may have a director. The authority of each director is defined per company in its statutes, in DELA’s authorisation regulations for the relevant company segment and in the Chamber of Commerce registrations.

The registration number of the DELA cooperative at the Chamber of Commerce is 17012026.


Only natural persons can become a member of the cooperative. To become a member, they must have entered into a relevant (insurance) agreement with one or more of the subsidiaries. Co-insured to the aforementioned agreements can also become members of the cooperative if they indicate a wish to do so.

The cooperative is divided into departments. The numbers, names and boundaries of the departments are described in the Rules of Procedure. Each member of the cooperative is part of a department.

Members of the cooperative can be appointed as honorary members by the general meeting based on their merits for the cooperative after being nominated by the Supervisory Board.

DELA cooperative honorary members

DELA cooperative honorary members
Mr F.H.J.J. Andriessen (deceased 22-03-2019)
Mr J. Kremers
Mr J.A.G. Dirks
Mr A.J.M. Lauvenberg
Mr A.W.M. van de Zande
Mr S.C.J.J. Kortmann
Mr F.H.J. Boons
Mr C.C.M. Libregts

General meeting

The general meeting of DELA Group acts as the ‘highest level shareholder’ and is formed by individuals chosen by the members of the cooperative. The general meeting has 36 members and 36 replacement members, each of whom attends meetings twice a year. Below is a list of the members of the general meeting as on 19 January 2019.

The meeting discusses issues important to the DELA cooperative, such as:

  • The budget for the coming year;
  • The annual report of the soon to be concluded book year;
  • Determining the financial statement and discharging the Executive and Supervisory Board;
  • Approving changes to DELA insurance products, related to everyone insured. An example includes the annual premium increase;
  • The appointment of (Supervisory) Board members.

The general meeting is also asked to consider developments important to the cooperative as well as issues such as the DELA charity funds, complaint procedures and funeral methods.

To become a member of the general meeting, an individual must have been a member of the DELA cooperative for over five years.

Members council

Members council
Department Member Replacement member
Achterhoek Ms W. Ruesink-Orriëns Mr W. ten Hooven
Almelo, Enschede etc. Mr J. Mulstege Mr J.J.M. Brouwer
Amsterdam, Amstelveen, Flevoland Mr A. Prins Mr B. Ramautarsing
Arnhem, Z.O. Ms M. van Zwam-Jagers Mr W. Ankersmit
Breda Ms M. Roovers Mr A.J.M. Strik
Drenthe, N.W. Overijssel Mr W. Scheepstra Ms A.L. Weijenberg
Eindhoven Mr R.P.C. Libregts Ms K. Wagt
Friesland, Groningen Mr J.G.J.M. Wennink Ms P.W.M. Zomer
Gebied om Breda Mr L.A.M. Everts Mr A. Matheeuwsen
Gebied om Eindhoven Ms A.C. van Gils-Dirks vacancy
Gebied om Rotterdam Mr J.A.M. Heppe Ms C.C.A.E. van der Loo
Gebied om 's-Hertogenbosch, Maaskant Mr J.E.M. Slenter Ms H. Litmaath
Gebied om Tilburg Mr M.A.E. van den Boer Ms M.A. Schaafsma
Helmond etc, Kempenland Ms J. Beerens Ms D. De Hoon-Sanders
Land van Maas en Waal, Bommelerwaard Mr R. Asschert Mr C. Bekkers
Langstraat, Land van Altena Mr N. Teunissen Ms I. Brokken-Janssen
Maastricht, Zuid Limburg Mr R.J.P. van der Burgt Mr I. Habets
Midden Meierij Mr J.T.H.M. Schepers Mr H.J.J. van Gogh
Noord Holland Noord Mr R. de Graaf Mr M.H. ten Have
Noord Holland West Ms M.M. Scheen Mr C. Hoogland
Noord Limburg en Land van Cuijk Mr R. Oehmen Mr H.C.M. van Egmond
Oostelijk Midden Limburg Mr J. Zeelen Mr J.F.P. Leurs
Oostelijke Mijnstreek Mr E.E.T.M. Kalnenek Mr J.M.W. Scholtis
Rijnstreek Ms Ir. R.M.A.B. Ubachs Mr T.W.H. de Bruijn
Roosendaal, Bergen op Zoom etc. Mr C.A. van Loon Mr R.P.A. van Meer
Rotterdam Mr A.A. van 't Hof Mr S. Will
s-Gravenhage, Leiden etc. Mr J.M.M. Hoogstraaten Ms A. Goes
's-Hertogenbosch Ms Mr. L.M.F. Bonte vacancy
Tilburg Ms E. Hensen-Timmermans Ms E.H.M. Verheijen
Utrecht Noord en Oost Mr G.C.A.M. van Bree RA Mr Ing. M.P. Meeder MBA
Utrecht, Utrecht West, Het Gooi Ms I. Dijst Ms S. Pieters
Veluwe Ms J.M. Spruijt Mr R.G.J.M. Spierings
Westelijk Midden Limburg, Westelijke Mijnstreek Mr D.L.A.M. Bindels Ms W.C.H.M. Bindels
Z.O. Brabant en Brabantse Peel Mr F.J.J. Paumen Mr L.A. Janssen
Zeeland Mr R. Noët Mr R.A.J. van de Bank
Zuid Holland Zuid Mr C.M.J. Mierop Mr Mr. A. Scheurwater

Confidential committee

In addition to the general member council, there is a confidential committee with four members selected from and by the general meeting.

The confidential committee is tasked to promote cooperation between the general meeting and the Executive Board and Supervisory Board within the framework of the general meeting’s authorities. In view of this task, the confidential committee is invited by the Supervisory Board to meet with them prior to each general meeting. In addition, the committee has at least one meeting a year with the Executive Board.

Every member of the confidential committee is selected for a period of no more than four years. One member steps down each year in accordance with a schedule drawn up by the committee. A member who steps down can be immediately re-elected. The maximum term in the confidential committee is 12 years.

Supervisory Board

The Supervisory Board consists of at last five and at most seven natural persons as determined by this Board. If possible, there are two members who are also (replacement) members of the general meeting. The composition of the Supervisory Board is such that the combination of experience, expertise and independence of its members fulfils the Supervisory Board profile and allows it to perform its various duties.

The Supervisory Board has defined a profile for its size and composition, taking into account the nature of the company, the activities and the desired expertise, experience and independence of its members. The Supervisory Board evaluates this profile periodically.

The Supervisory Board members are appointed by the general meeting based on the suggestion of the Supervisory Board.

The tasks and duties of the Supervisory Board include supervising, monitoring and providing advice to the Executive Board regarding the realisation of the goals of the cooperative, the strategy and risks related to its activities, the setup and functioning of internal risk management and control systems, the financial reporting process, compliance with legislation and regulations, and the risk policy. In addition, the Supervisory Board ensures compliance with and enforcement of the corporate governance structure, approving the financial statement, budget and capital investments, selecting and appointing the external accountant and auditor, approving the risk tolerance, nominating members of the Executive Board for appointment and resignation, and determining the remuneration policy. The Supervisory Board selects and nominates its members to the general meeting for appointment. It also evaluates the remuneration policy and the functioning of the Executive Board. The chair is the point of contact for alleged irregularities regarding the functioning of Executive Board members.

In fulfilling its duties, Supervisory Board members focus on the interests of the cooperative and its associated companies. In doing so, they carefully consider the interests of the various stakeholders of the cooperative, including members and employees. The Supervisory Board itself is responsible for the quality of its own functioning.

The Supervisory Board has internal regulations that provide rules for its decision-making process. The regulations are drawn up by the Supervisory Board and then confirmed by the general meeting. They serve as a supplement to the regulations and guidelines that apply to the Supervisory Board based on Dutch legislation and the cooperative’s statutes.

Appointment and term
Each Supervisory Board member is appointed for a period of up to four years, in the understanding that a member will step down at the latest after the first general meeting held after four years have passed since their latest appointment. A member who is stepping down can be re-appointed immediately, insofar as the maximum term of 12 years has not or will not be exceeded.

The Supervisory Board has an audit and risk committee and a remuneration and appointment committee.

Audit and risk committee
The audit and risk committee comprises at least three members of the Supervisory Board and reports on its own meetings in Supervisory Board meetings. The number of members is determined by the Supervisory Board. The collective of the members of the committee must have relevant knowledge of and experience in the field of finance and administrative processes and regarding risk management, audits and investments. The Supervisory Board appoints one of the committee members as the chair of the committee. The Supervisory Board chair cannot be the chair of the committee as well.

The committee is responsible for preparing supervision on the functioning of the internal risk management and control systems, ensuring compliance with recommendations and following up on comments from the internal audit function and the external accountant, the financing of the companies and the financial reporting.

The committee meets four times a year, two weeks prior to the Supervisory Board meetings, where it reports on its own meetings. The meetings of the audit and risk committee will include at least two Executive Board members. The secondary risk managers and the internal audit manager will also attend. In principle, the financial risk management and audit manager and the reporting and control manager will attend as well and the external accountant will attend at least two meetings of the audit and risk committee a year. 

Remuneration and appointment committee
The remuneration and appointment committee consists of the chair of the Supervisory Board and one or more members selected from and by the Supervisory Board. The number of committee members is determined by the Supervisory Board and the chair of the Supervisory Board is chair of the committee too.

The committee is responsible for preparing decisions regarding the appointment and functioning of the Supervisory and Executive Board members and preparing for decisions on the remuneration of the Supervisory Board, the Executive Board members and the employees of the cooperative, including those related to the remuneration policy that impacts the risks and risk management of the cooperative and the monitoring thereof.

The committee meets at least three times a year, two weeks prior to the Supervisory Board meetings where its reports on its own meetings. Meetings of the remuneration and appointment committee will include at least two Executive Board members and the director.  

The members of the Supervisory Board of the DELA cooperative are also appointed as Supervisory Board member for DELA Holding NV and DELA Natura- en levensverzekeringen NV (hereafter: 'DELA Natura'). For DELA Natura, the establishment of a Supervisory Board was compulsory based on the Dutch Financial Supervision Act (Wft).

Investment advisory committee

DELA has an investment advisory committee (BAC) which has an advisory and evaluating role to the Executive Board on investments. In addition, it is asked for advice regarding policy proposals, policy changes and the implementation of policy in this field. Moreover, any significant real estate transactions exceeding €25 million are submitted to the BAC for advice. If the BAC provides advice which is ignored by the Executive Board, the Executive Board must report this to the Supervisory Board. The BAC meets with the Supervisory Board, Executive Board, Chief Investment Officer and director of the DELA Vastgoedmanagement BV at least once a year. The BAC has an explicit advisory role and evaluates whether proposals are consistent, comprehensive and sound with regard to yield and risk. The Executive and Supervisory Board maintain their own responsibilities. The BAC is composed of at least three external members.

Executive Board

The cooperative has an Executive Board, which consists of a number of natural persons to be determined by the Supervisory Board. With the exception of limitations indicated in the statutes, the Executive Board manages the cooperative and its capital. The Executive Board can determine which special tasks go to which of its members. The task distribution must be approved by the Supervisory Board.

DELA Natura- en levensverzekeringen NV

One of the participations of the Group involves DELA Natura- en levensverzekeringen NV (hereafter: 'DELA Natura') which accommodates the insurance activities, including any related personnel. The Supervisory Board of DELA Natura has the same members as the Supervisory Board of the DELA cooperative (in personal union) which is why this report is very similar to the report of the DELA Group.

DELA Natura is supervised by The Netherlands Authority for Financial Markets (AFM) and De Nederlandsche Bank (DNB) and is registered under licence number 12000437. The Chamber of Commerce registration number of DELA Natura is 17078393.

More information:

  • About DELA Natura: see separate annual report;
  • About legislation applicable to DELA and the activities of AFM and DNB: see en

Independent business segments

The group includes independent business segments (ZBOs), of which there were three at the time of writing this annual report: DELA Netherlands, DELA Belgium and DELA Real Estate.

Each ZBO has its own management team. They report to the Executive Board, one member of which is primarily responsible for a ZBO. The management team has regulations that include the responsibilities and authorisations of the team. A ZBO management team is tasked with implementing the strategy, managing and providing management information for the consolidation of the group, dealing with formal/legal issues, and proper decision-making as defined in the statutes of the segment and the regulations. This management model ensures professional and well-balanced operations with adequate checks and balances.

Policy: for group or business segments

Policy that applies to the entire group falls under the responsibilities of the Executive Board and is considered group policy. Policy that relates to a ZBO falls under the responsibilities of the management team of the ZBO. The management teams of the ZBOs determine their own policy within these frameworks. Group policy issues (besides secondary or tertiary policy items) include:

  • Branding policy;
  • IT policy;
  • Remuneration policy;
  • Security policy (information security and BCM);
  • Privacy policy;
  • Capital management policy;
  • Investment policy;
  • Data management policy;
  • ORSA policy;
  • ALM policy;
  • Internal management policy.

Activities in Belgium

DELA Belgium comprises insurance activities accommodated by the Dutch company DELA Natura, and funeral activities that are part of Belgian companies (the principal company is DELA Holding Belgium NV).

DELA Belgium is managed by the CEO of DELA Belgium. The vice-chair of the Executive Board holds the position of CEO of DELA Belgium and heads the operational management of DELA Belgium together with the management team. Regarding the funeral activities, the CEO of DELA Belgium is active within the entity DELA Enterprises NV – a branch of the Dutch entity DELA Natura. This means that the insurance activities are carried out under the licence issued by DNB and that prudential supervision activities are overseen by DNB. With regard to the supervision of conduct, DELA Belgium is accountable to the Belgian Financial Services and Markets Authority (hereafter: ‘FSMA’).

Activities in Germany

Marketing and sales activities in Germany take place via a branch in Düsseldorf (article 2:115 Wft). All other activities take place at the head office in Germany under the policy of DELA Netherlands. Conduct supervision is performed by the BaFin in Germany.


DELA finds it important to have a constant professional and well-balanced operational management with adequate checks and balances within the right culture. The culture of DELA is characterised by the values of engagement, integrity and entrepreneurship.

Joint responsibility
The Executive Board of DELA is responsible for realising sufficient guarantees related to operational integrity. All employees are responsible for implementing operational integrity.

Compliance establishes an integrity risk analysis. This provides insight into the integrity risks DELA faces and which policy measures were taken. The internal audit function assesses the adequacy of the control measures. Monitoring programmes help determine whether the control measures are sufficiently upheld. The systematic integrity risk analysis (SIRA) comprises the following themes: organisational integrity, client chain integrity, employee integrity, personal data integrity and market integrity. This is described in the SIRA policy document. There are SIRAs for DELA Netherlands (which also apply to DELA Real Estate) and SIRAs for DELA Belgium, based on the Belgian situation.

Code of conduct
An important part of DELA’s integrity policy is to ensure that every DELA employee acts with integrity. This means that employees are honest, open, clear and meticulous. To further define the term integrity for employees, we have published a code of conduct which indicates which rules employees should follow to enhance their integrity for various focal areas. The code of conduct and underlying regulations are based on internal and external legislation and regulations. They were drawn up for DELA Netherlands and also apply to the ZBO DELA Real Estate. DELA Belgium has an integrity code with underlying regulations which are focused specifically on the Belgian situation and market, including legislation and regulations, while also being in line with the code and regulations as described below.

The code of conduct includes the following focal areas:

  • Anchoring the details of integrity-sensitive functions;
  • Conflicts of interest and corruption;
  • Improper behaviour;
  • Reporting suspected malpractices;
  • Unlawful competition;
  • Private investment transactions.

Risk management

Risk management directly contributes to the long-term goals of DELA, such as continuity, growth, a healthy financial position and good service provision at acceptable costs. Moreover, it provides insight into the sensitivities and correlations of strategic, financial, operational and compliance risks to ensure that DELA can adequately and effectively address developments, and take timely action to realise its goals.

Risk management system

For the setup of the management and control of risks, DELA applies the ‘three lines of defence’ model. This means that:

  • The first line is primarily responsible for the operations, results, compliance with internal control measures and effective limitation of risks;
  • The second line provides advice, coordinates, safeguards and evaluates – independently from the first line – whether or not the first line actually takes responsibility and operates within the risk tolerance of DELA;
  • The third line ensures additional security of the quality of internal control via audits.

The independence of the second and third lines is an important starting point to ensuring this model functions properly, which is why it is safeguarded within DELA. The overview below shows a schematic representation of the ‘Three lines of defence’ model.

Three lines of defence model

Risk appetite

To take risks resulting from major decisions into account, we apply risk categories as defined in Solvency II as a cornerstone. DELA management uses these risk categories to weigh up which risks DELA is prepared to take and to what extent. The results of this assessment are established in DELA’s risk appetite, which consists of qualitative statements, risk limits and risk tolerances. DELA ensures there is always sufficient capital to compensate for setbacks. Where this is impossible, we take measures to limit the risks. In view of the developments within DELA and elsewhere our risk appetite is analysed annually.

The most important qualitative statements from the risk appetite are:

  • DELA aims to have its members benefit optimally from the profits to ensure that insurance policies maintain their value;
  • DELA takes market risks, taking into account the characteristics of its long-term insurance obligations and aimed at sharing profits and strengthening the core capital;
  • DELA is cost-efficient;
  • DELA accepts no form of internal or external fraud;
  • DELA accepts no risks that could threaten DELA’s reputation.

Applied risk categories

The main risk categories that apply to DELA are detailed below.

Strategic risks

These involve risks and insecurities that may form a problem in the implementation of the long-term strategy. These risks can impede the expansion abroad or the continuity of the business model in which distribution of profit is essential. The risks are mainly anticipated via a sound strategy process, supported by external consultants and overseen by the Supervisory Board. Implementation involves business cases to assess the required investments and ensure they are manageable. In addition, we apply an annual Own Risk and Solvency Assessment (ORSA) to analyse which risks are a potential threat to the continuity of DELA so preparatory measures can be taken when necessary. The main preconditions and measures have been detailed in the capital policy, which is evaluated every year.

The main developments that occurred in 2018 related to these risks involved the introduction of life insurance in Germany, the start of the development of funeral insurance in Germany and further research into possible continued internationalisation. The results of the ORSA show that DELA has a sound solvency position in various shock scenarios.

Financial risks

Distribution of profit and solvency risks
This involves the risk that DELA can no longer comply with its norm solvency and thus cannot meet the expectations of its members with regard to distribution of profit. The cause may originate from the underlying risks as described in this section. For this reason, the solvency ratio is monitored each month and DELA also evaluates possible measures to preserve its solvency and distribution of profit on an annual basis.

Market risks
The value of the investments and the value of our obligations depend on developments in the financial markets, the composition of the investment portfolio and the characteristics of the insurance obligations. DELA is subject to an interest risk as the term of the fixed-income investments and the term of the obligations are not aligned (due to the long-term nature of those obligations) but also because it is not possible to invest in fixed-income securities alone. In addition, DELA faces investment risks (such as fluctuating share values, real estate and currency) that correlate with our business model. These market risks are limited, among other things, via asset liability management studies, supervision of investments, diversification of investments, investment restrictions and the selection and monitoring of professional asset managers. Moreover, we made the explicit choice to limit the share and currency risks with derivatives.

The year 2018 revolved around the build-up of an international real estate and infrastructure portfolio to further optimise the risk/yield ratio within the portfolio.

Underwriting risks
The underwriting risk is the risk that the scope and timing of payments fail to align with the expectations as included in the premium rates. The most important involve the mortality risk, the surrender risk and the cost risk. In these cases, the actual development of the insurance portfolio is not aligned to the principles as applied in the premium determination due to which the built-up technical provisions are insufficient for the payments. The insurance portfolio has a low risk profile due to its large scope and distribution over the Netherlands, Belgium and Germany. In addition, measures such as the acceptance and reinsurance policy and cost reduction programmes limit the risks.

The products were evaluated within the annual product review in 2018 and improvements proposed where necessary.

Other financial risks
In addition to market and underwriting risks, there are several less material financial risks, such as the competition and liquidity risk. These risks are largely limited by setting requirements for parties to which DELA holds claims and by maintaining sufficient liquidity in the investment portfolio to allow DELA to fulfil its obligations in the short term.

In 2018 there were no special developments related to these risks.

Operational risks

In addition to the aforementioned financial risks, DELA also faces operational risks from outside influences, the malfunctioning of people, processes and systems, and non-compliance with legislation or regulations. The main operational risk areas are detailed below.

Fraud risks
Fraud risks involve the risk of losses due to acts that aim to defraud, misappropriate property or evade/bypass legislation and regulations or the business policy. We have taken measures to reduce these risks, which have been determined, among others, in the fraud policy, procurement policy, internal procedures and audits. 

Client and product risks
This involves the risk of losses due to unintentional or negligent non-compliance with a professional obligation to certain clients or due to the nature or design of a product. Strict procedures, protocols and internal audits limit the risk of shortcomings in insurance and funeral products and reduce the chance of problems.

Process and system risks
Process risks are related to the improper functioning of the processes applied within DELA. These are reduced via various measures including the process management policy, procurement policy and internal audits. System risks involve an interruption of operational activities due to system failure and includes key themes like cyber risks and information security. The risk of disruption is limited by measures such as the outsourcing policy, the (IT) information security policy, strict procedures and internal audits.

Working conditions risks
Risks related to the working conditions of employees such as issues regarding health & safety as well as inequality and discrimination. Measures such as our Health & Safety policy, periodical risk inventories and evaluations (RI&E) and protocols reduce these risks.

Integrity risks
Integrity risks mean a risk of harm to the reputation or an existing or future threat to the capital or results due to insufficient compliance with what is prescribed by or under any statutory regulation. In DELA, this risk is initially monitored from the compliance function based on the themes in the systematic integrity risk analysis. In 2018, this involved a focus on compliance with the General Data Protection Act implemented on 25 May.

Reputation risks
Reputation risks involve the risk of damages due to a loss of reputation. It is limited via an active realisation of reputation management, in which incident management is a major cornerstone. This helps identify possible reputation risks and the associated knock-on effects in time, and kick-start any necessary management actions. Other important cornerstones for reducing this risk include the company culture and ‘tone at the top’, supported by training programmes and the administrative organisation and internal control.

In this framework, DELA faced negative press attention in 2018 due to the issue of digital fingerprinting. Accused of fingerprint fraud, we initiated an independent investigation which was concluded in March. This found no concrete facts or circumstances indicating any incidents with fingerprints from the deceased at the DELA cooperative.

Risk matrix

DELA’s risk profile is represented in the graph below. We have not plotted the integrity and reputation risks separately as they result from or form the basis of the already plotted risks.

In conclusion

In 2018 we continued to build on the further professionalisation of risk management within DELA and found that the risk-reducing measures were effective. Wherever the risk appetite was exceeded, immediate action was taken to comply with the defined appetite within the set terms.