Annual Report 2021

Corporate Governance

APG wants to be a trusted guide and reliable partner for all its stakeholders. This requires good governance and ethical business practices.

Corporate Governance Code

APG Group NV complies with the applicable laws and regulations and regulatory guidelines. In addition, we voluntarily adhere to the principles and best practice provisions of the Dutch Corporate Governance Code (hereafter: the “Code”) in respect of our role and responsibilities as pension administrator. We fully comply with the Code. For those elements of this annual report to which we cannot apply the principles and best practices, we explain why. For more information, please refer to the information about the  Corporate Governance Code at website APG.nl.

Executive Board

The members of the Executive Board are jointly responsible for the day-to-day management, strategy, results - including short-term and long-term value creation for clients -, and for the sustainability performance of APG and its affiliates. The Executive Board is also responsible for compliance with all relevant legislation and regulations, risk management, and the company’s funding. The various key areas (portfolios) are divided among the members of the Executive Board. The Executive Board renders account to the Supervisory Board and the shareholders. 

Each calendar quarter, the Executive Board reviews APG’s business performance, together with the heads of the various departments. On these occasions, they also look ahead to the implementation of the strategy.
The Executive Board is furthermore assisted, both at business unit and at group level, by risk committees. The risk committee at group level consists of the members of the Executive Board, the general counsel, the secretary, and the managers of the Group Risk & Compliance and Group Internal Audit departments. This risk committee meets at least four times a year.

The Executive Board receives support from sub-boards that each has its own focus area. For example, the Portfolio Board deals with the use of scarce resources for change initiatives within APG that help us achieve our strategic goals. The IT Board focuses on ensuring a controlled, safe, flexible, and future-proof IT landscape. Finally, the Data Board focuses on data management.

Composition

On March 1, 2021, our former CFRO Annette Mosman, a member of the Executive Board since 2018, succeeded Gerard van Olphen as Chief Executive Officer and Chair of the Management Board. 
In 2021, Francine Roelofsen-van Dierendonck became portfolio holder of Participants and Employers Services & Fund Operations. She was previously responsible for Fund Operations on an interim basis. Ronald Wuijster continued to be responsible for APG Asset Management and HR. His portfolio has been expanded to include Facility Services. Since March 3, 2021, the position of CFRO has been temporarily held by Jan Nijland. This position is expected to be filled in 2022.

At the end of 2021, the Executive Board consisted of two women and three men, in line with the target ratio of the relevant Dutch legislation on a balanced allocation of seats on executive boards and supervisory boards.

A comprehensive overview of the allocation of portfolios within the Executive Board can be found in the section Personal details of the Executive Board members.

Supervisory Board

The Supervisory Board oversees the management and activities of the Executive Board. The Supervisory Board assists the Executive Board with advice, focusing on the group’s interests and long-term value creation. The Board mainly concerns itself with shareholders relations, achieving objectives, internal risk management and control systems, financial reporting, compliance, cybersecurity, corporate governance, personnel trends, effective and efficient conduct of the business, APG’s reputation, corporate culture, sustainability, diversity, and the performance of the tasks by these two Boards. The Supervisory Board also oversees the implementation of APG’s general remuneration policy. The Supervisory Board has two committees: the Audit and Risk Committee and the Remuneration and Selection Committee.

The Supervisory Board plays a key role in the appointment and dismissal of members of the Executive and Supervisory Board. The Supervisory Board draws up the job profile, selects, and prepares the appointments. As the Executive Board’s employer, it submits proposals to the shareholders for the remuneration policy for the Executive Board. It does so with due regard to the principles of a managed remuneration policy laid down in the relevant legislation and regulations. The formal authority to appoint and dismiss members of the Executive and Supervisory Board and to decide their remuneration rests with the general meeting of shareholders. 

At year-end 2021, the Supervisory Board consisted of three women and two men, in line with the target ratio of the relevant Dutch legislation on gender balance.

APG Group NV has two shareholders: Stichting Pensioenfonds ABP (92.16%) and Stichting Sociaal Fonds Bouwnijverheid (7.84%). The Supervisory Board regularly consulted with the shareholders during the financial year, on topics ranging from appointments and reappointments of members of the Management and Supervisory Boards, shareholder relations, and the progress made on implementing the APG strategy 2025. 

Ethical business practices

We are aware that, as the largest pension administrator and leading asset management company in the Netherlands, we play an important role in society, since we contribute to the financial welfare of a large number of households in the Netherlands. This is why we believe it is crucial to conduct ethical business practices. This applies both to the activities of APG as an organization and to the activities of each individual employee. Consequently, we set great store by the principles of trustworthiness, prudence, and integrity.

Code of Conduct

To ensure that we conduct our business ethically, we revised our Code of Conduct. Our Code of Conduct is a guideline, our compass, for who we are and who we want to be, and for what we stand for. We uphold six core values in this regard: We connect, we impact our clients, we make difficult things easy, we continuously improve, we affect each other, and we are not wasteful. The new Code of Conduct provides guiding principles for our entire conduct at APG, as well as for our interactions with each other, our clients, shareholders, suppliers, regulators, and society as a whole. 

These core values and behavioral principles form part of the strategy. We regularly bring them to people’s attention. For instance, in meetings between the Executive Board, management and staff. We also draw attention to them through publications on the Intranet and in e-learnings. Each year, employees are asked to sign a compliance statement, essentially a confirmation that they have complied with the Code of Conduct during the past year. Compliance is furthermore monitored by testing private investment transactions, exterior activities, invitations, and gifts against the standards of the  Code of Conduct and Staff Integrity Policy.

The Code of Conduct applies to anyone who holds a temporary or long-term position at APG: staff, managers and supervisory directors. To certain key areas specific rules may apply, in addition to the Code of Conduct. One example of this is the Staff Integrity Policy. For staff working in New York and Hong Kong, the code of conduct has been modified to reflect the local situation, in order to comply with local legislation and regulations. 

The Staff Integrity Policy contains various rules, including rules about handling information with care; contacts with suppliers and outsourcing; conflicts of interest; exterior activities; gifts; invitations; insider trading; and market abuse. These rules are drawn from such sources as the Dutch Financial Supervision Act, the GDPR (the General Data Protection Regulation), the Dutch Pensions Act, and anticorruption legislation.

We believe it important to have a simple procedure in place for employees to report suspected abuse or irregularities. This is why we have appointed confidential counsellors and set up a Whistleblower Channel through which abuse may be reported anonymously. This is open to all divisions of APG’s business, both in the Netherlands and abroad. The Chief Executive Officer and Chief Compliance Officer are immediately notified of any abuse or suspicion of abuse. If there is a suspicion of material abuse the chair of the Supervisory Board is notified too. Cases of abuse or irregularities involving a member of the Executive Board may be reported directly to the chair of the Supervisory Board. 

Sustainability governance

Under the Corporate Governance Code, the Executive Board is responsible for the social aspects of APG’s business. 
The Sustainability Board set up for this purpose consists of the chair of the Executive Board, heads of business unit managers, and staff directors. The Sustainability Board implements our sustainability goals: “We want to create a future in which prosperity and well-being are sustainably shared.” This aim is achieved by our business units by developing plans and carrying out activities. The Sustainability Board periodically discusses the reported results. In 2021, the Board met four times. A Sustainability office supports the business units by facilitating and coordinating the desired developments. 

External supervision

DNB, the Dutch Central Bank is legally responsible for regulating pension funds, not the administrators of pension funds. Since pension funds have outsourced many operational processes to pension administration such as APG, these parties are increasingly regulated by DNB. APG consults with DNB about organizing the supervision of pension administrators. 
APG Asset Management (APG AM) manages assets for four pension fund clients. APG AM does this both on a collective basis, by managing investment plans, and on an individual basis by managing so-called “segregated accounts.” APG AM has been accredited for these activities by the Dutch Authority for the Financial Markets AFM and falls under AFM’s AIFMD and MIFID supervision. At the same time, DNB exercises prudential oversight over APG AM’s collective and individual asset management. As regards solvency and liquidity requirements, APG AM follows the ICLAAP.

Stichting Pensioenfonds ABP, which is both a shareholder and a client of APG, is a pension fund that is regulated by DNB, as are the other pension funds that are our clients. Among other things, the outsourcing of pension administration services to APG is regulated.

Horizontal monitoring

APG attaches great importance to having an open and honest relationship with the Dutch tax authorities. Our collaboration with the Dutch tax authorities is based on transparency, understanding, and trust. We were informed by the Dutch tax authorities that it trusts our fiscal risk management. In 2021, we further improved our existing Tax Control Framework. Based on this and on the trust that the Dutch tax authorities place in us, we concluded a new Horizontal Monitoring covenant with the tax authorities in December 2021. This new covenant is based on the stricter criteria published by the Dutch tax authorities in 2021. 

Responsible fiscal policy on investments

Dutch pension funds operate in a complex international environment, one in which both current regulations and generally applicable principles of international tax law (including OECD) must be complied with. APG understands the value of (international) initiatives aimed at achieving greater balance in taxation and at combating tax avoidance. In this regard, we find that the position of pension funds must always be taken into consideration, as well as the basic principle that their investment returns are usually exempt from taxation. Together with our clients, we proactively pursue a responsible fiscal policy in respect of the investments that we manage for our clients. We help our clients to develop a fiscal investment policy, which we then integrate into the existing investment processes.