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.
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.
- 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
|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|
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.
|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|
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.
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.
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.
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);
- 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.
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.