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NOTES TO THE READER

Disclaimer

This document is only a "website version" and is not the official annual financial reporting, including the audited financial statements thereto pursuant to article 361 of Book 2 of the Dutch Civil Code. The official annual financial reporting, including the audited financial statements and the auditor's report thereto, are included in the single report package which can be found via media.vanlanschot.nl/media/xbrl/vlk-2020-12-31.zip

In case of any discrepancies between the website version and the annual financial reporting package, the aforementioned financial reporting package prevails.

Note that the auditor's opinion included in the website version does not relate to the website version but only to the official annual financial reporting. No rights can be derived from using the website version, including the unofficial copy of the auditor's report. Our auditors did not determine (nor do they need to) that the website version is identical to the official version.

Unrounded figures

Amounts in the annual report may not add up due to being rounded up or down. The total amounts may therefore deviate from the sum of the parts. Percentage changes are based on the unrounded figures.

Changes to comparative figures

Some amounts differ from previously published reports; in these cases, explanations are given in the footnotes.

Disclosure of Non-financial Information Act

The Disclosure of Non-financial Information Act is a Dutch regulation that made reporting on a number of non-financial themes compulsory for companies that qualify as large public-interest entities (grote organisaties van openbaar belang) with more than 500 employees. These themes comprise environmental, social and labour issues, as well as anti-corruption, bribery and human rights. For each of these themes, companies are obliged to report on the relevant policies, results, risks (including management of these risks) and non-financial key performance indicators. The regulation also requires companies to describe their business models in their annual reports. We provide all of the information required in the relevant parts of this annual report. For transparency purposes only, the reference table in our sustainability supplement provides additional guidance on where to find this information.


Global Reporting Initiative

Communicating transparently on our policies and results is

an important element of sustainability. To ensure this, our annual report has been prepared in accordance with the

GRI Standards: Comprehensive option. See the GRI

content index on our website for further details: vanlanschotkempen.com/sustainability/reporting-and-external-assessment.

External assessment

Van Lanschot Kempen’s sustainability performance is assessed by a variety of external organisations. For more information, see vanlanschotkempen.com/sustainability/reporting-and-external-assessment.

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Contents

4

Chairman’s message

6

2020: A year in review

10

Who we are and what we do

13

Our strategic framework

14

The changing world around us

18

Our stakeholders' expectations

20

Our strategy

21

How we steer and monitor our business

24

Our value creation

25

Value creation model

26

Financial capital

29

Human and intellectual capital

33

Natural capital

38

Social capital


Progress report

43

Financial performance

56

Risk and capital management

67

Van Lanschot Kempen shares

71

Report of the Supervisory Board

80

Remuneration report

90

Corporate governance

Our Executive and Supervisory Boards

97

Personal details of members of the Executive Board

99

Personal details of members of the Supervisory Board

102

Reconciliation of IFRS and management reporting

Financial statements

104

Consolidated statement of financial position

105

Consolidated statement of income

106

Consolidated statement of comprehensive income

107

Consolidated statement of changes in equity

108

Consolidated statement of cash flows

Notes

110

Summary of significant accounting principles

113

Basis of consolidation

114

Summary of significant accounting policies

122

Risk management

155

Notes to the consolidated statement of financial position and income

186

Business combinations in 2020

187

Related parties

189

Disclosure of interests in other entities

195

Commitments

196

Segment information

199

Profit appropriation

200

Remuneration of the Statutory and Supervisory Boards

203

Events after the reporting period

Company statement of financial position and income

205

Company statement of financial position

205

Company statement of income

206

Notes to the company statement of financial position and income

Other information

208

Independent auditor’s report

219

Assurance report of the independent auditor

221

Articles of association on profit appropriation

222

Stichting Administratiekantoor van gewone aandelen A Van Lanschot Kempen

224

Stichting Preferente aandelen C Van Lanschot Kempen

225

Glossary

230

Ten-year figures

.



.



.


2020: A year in review

6

2020: A YEAR IN REVIEW

Naturally, one of the biggest challenges in 2020 has been responding to the Covid-19 pandemic and the restrictions relating to it.

Everyday life changed for our clients, our employees and all our stakeholders. The financial markets showed a sharp initial decline – followed by a swift recovery in the second half of the year – which impacted the value of our clients' investment portfolios. Dealing with the pandemic meant changing the way we serve our clients, adjustments in our way of working for our employees, and postponing dividends to our shareholders. Our focus was on maintaining regular contact with our clients, offering them advice on how to respond to the impact of the virus on the financial markets, and looking after our employees through difficult circumstances.

Growing our business

Assets under management (AuM)

Over the course of the reporting year, we saw net inflow of €1.4 billion in Private Banking, with contributions from the Netherlands, Belgium and Switzerland. Our unique advisory proposition in Private Banking – as well as our sustainable discretionary management proposition, expert bankers and distinctive offering to entrepreneurs – are what differentiate us from our competitors. Market performance led to asset growth of €0.3 billion.

In Kempen Asset Management, we saw a net inflow of €5.4 billion in AuM. This was due to net inflow of €6.0 billion in fiduciary management. Our investment strategies had a net outflow of €0.6 billion.

Corporate Finance and Equity Capital Markets

Kempen Merchant Banking enjoyed a strong flow of Corporate Finance/Equity Capital Markets deals, with 41 transactions executed in 11 countries across all our sectors – real estate, life sciences & healthcare, financial institutions & fintech, infrastructure and maritime & offshore – as well as in our local alpha coverage.








Loans

Our Private Banking mortgage loan portfolio increased by €147 million over 2020, due to a growing demand for mortgage loans from our clients.

In light of the Covid-19 pandemic, we decided to grant moratoria and coronavirus-specific loans to clients. Only a limited number of clients decided to make use of them. The majority of these loans and moratoria were granted as new current account loans, with some as short-term loans or by raising existing limits.

Overall, there has been a very limited addition of €1.9 million to loan loss provisions, thanks to our limited credit exposure. This is down to our focused wealth management proposition: providing mortgages to our Private Banking clients, as well as having low exposure to corporate lending and to industries impacted by Covid-19 in general.

2020 for our clients 

Communicating remotely

Communication between our clients and their bankers is crucial for building and maintaining relationships. Given the restrictions due to Covid-19, we experienced first-hand the importance of Van Lanschot Private Banking's omni-channel service model for our communications with clients. As well as making extensive use of our chat and video functions (also used at Kempen Asset Management and Kempen Merchant Banking), we have successfully worked with various other aspects of the digital and data-driven world, such as sending out information about market movements via our messaging centre.

Launching new solutions and enhancing existing propositions

The new Sustainable Global High Dividend Fund launched by Kempen Asset Management represents an

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2020: A year in review

7

important addition to the range of dividend products we offer. This sustainable dividend solution was created in collaboration with our clients, who are looking for direct income in a more sustainable manner.

To improve the service for our fiduciary management clients, a new Switzerland-based team was hired to further enhance and expand our manager monitoring services and digital client communications. In addition, the team is supporting Van Lanschot Kempen’s existing Swiss offices in their activities for our Private Banking clients. 

In previous years, we further enhanced our distribution capabilities abroad, using placing agents. In 2020, Kempen Asset Management saw this result in a number of new clients for our real estate proposition in Germany. We also expanded to Scandinavia and added alternative strategies to our offering.

Adjusting our offering in changing markets

We focus on products that are relevant for our clients and create added value. To enhance the solutions we can provide, we further honed our product offering. This meant discontinuing our active government bond funds, products under the Evi brand in Belgium, and Evi savings-only in the Netherlands. We will continue with Evi investment accounts (and their linked savings accounts) in the Netherlands.

As a consequence of persistently low interest rates, we introduced a negative interest rate of -0.5% on higher amounts of savings. At the same time, we understand the need for our clients to hold cash. Starting in January 2021, we therefore introduced the so-called wealth management arrangement through which we offer our clients the possibility to keep a certain percentage of their assets invested with us in cash, without paying the negative interest rate.

Our structured products activities resulted in significant losses. This was mainly due to exceptional volatility and illiquidity in certain segments of the financial markets, as well as hedging activities during the rest of the year to limit the risks to the portfolio. We will continue to offer structured products to our Private Banking clients as an alternative investment solution to help diversify their investment portfolios, while hedging risks to a significant extent for the existing portfolio. Newly issued notes will be hedged one-on-one.


Holding online events

During 2020, we held dozens of online meetings with over 6,000 participants in the Netherlands, Belgium, the UK and Switzerland. 

In June, we held our first major webinar for Van Lanschot Private Banking clients. Our CFO and Head of Economics informed clients about expected recovery scenarios for the financial markets. The event was attended in real time by around 800 participants, with hundreds more watching the recording afterwards.

Kempen Merchant Banking organised the first all-digital European property seminar in June, during which face-to-face meetings were exchanged for more than 1,400 conference calls over two days. These calls allowed 165 investors to interact with management teams of 45 listed European real estate companies.

Van Lanschot Private Banking offered its clients an online climate event in October, during which they were informed about the current state of our climate and the various ways they can positively contribute.

In November, the first online stakeholder dialogue took place, during which the importance of climate change was discussed with our stakeholders. 

Joining forces

In January, we announced a collaboration between a.s.r. bank and Evi. This collaboration gave clients with an investment account at a.s.r. bank the opportunity to switch to Evi at no cost. Around 7,000 clients and €157 million were transferred to Evi.

Van Lanschot Kempen acquired Hof Hoorneman Bankiers, a Dutch wealth manager with €2.0 billion in client assets. Hof Hoorneman Bankiers provides private banking, online wealth management and settlement-only services. The acquisition strengthens our position in the Dutch market while offering potential for cross-selling opportunities and economies of scale. All approvals from regulators were obtained in December 2020, and closing happened in January 2021. Migration is expected to take place over the course of 2021. We consolidated Hof Hoorneman Bankiers' figures in our balance sheet and in our client asset figures as per 31 December 2020.










.


2020: A year in review

8

2020 for our shareholders

We took the advice of the European Central Bank (ECB) and De Nederlandsche Bank (DNB) not to pay out the 2019 dividend to our shareholders in 2020. However, the annual general meeting of shareholders approved the 2019 dividend; this amount of €59.4 million has been reserved for our shareholders on our balance sheet and is not included in our capital ratios.

To explain the impact of the pandemic on Van Lanschot Kempen, we published a more comprehensive quarterly update with additional financial information in Q1 2020. We also asked our external auditors to provide a review opinion with respect to the half-year figures, a statement we received on 25 August 2020.

The 2020 net result amounted to €49.8 million, of which the second half-year contribution was €40.4 million. We propose a 2020 dividend of €0.70 per share, which will be paid out in two parts following the recommendation from the ECB and DNB.

2020 for our organisation

Acting as one and increasing efficiency

To enhance efficiency and accelerate cooperation within Van Lanschot Kempen, the legal entity Kempen & Co merged into Van Lanschot NV. This entity was renamed to Van Lanschot Kempen Wealth Management NV. For more information, see page 90.

Clients and employees in our Belgian Private Banking business were successfully migrated to the group IT infrastructure. With our Belgian offices now also running on systems with broader functionalities, these clients gained access to our omni-channel service model, enhancing their experience. The Belgian IT infrastructure has been successfully phased out.

Throughout the reporting year, we spent time defining the next steps in our strategy. At the beginning of 2021, we adjusted our organisational structure by shifting from a business line-driven organisation to a function-based structure. This aims to increase synergies and improve collaboration.

In the second half of 2020, part of the team managing the credit strategy decided to leave Van Lanschot Kempen. Their responsibilities were appropriated by other teams in our business. As a result, we were able to maintain our service to clients.

Enhancing and monitoring our sustainability

In 2020, we started quantifying our non-financial impact. For our investment strategies, we use data from an external data provider to determine our positive and negative contribution to the Sustainable Development Goals. For more details, see the "Natural capital" and "Social capital" sections on pages 33 and 38 respectively.

At Van Lanschot Private Banking, assets under management invested in sustainable and impact investment wealth management solutions increased to €3.1 billion (2019: €2.0 billion). By 2023, we’ll actively offer our Private Banking clients sustainable investment solutions as the default option.

Through our new, strengthened climate change policy in 2020, Kempen Asset Management committed to become a net-zero investor by 2050. To reach this, we set short-term targets for 2025 and mid-term targets for 2030, all in line with the Paris Agreement, the Dutch Klimaatakkoord and Europe’s ambition to become a net-zero economy by 2050. As Kempen Asset Management is the asset manager for Private Banking's discretionary management propositions, this also applies to these portfolios.

To encourage sustainability, we engage investee companies one-on-one and through multi-investor collaboration. One key area is to help the oil and gas industry transition to a low-carbon economy. The Climate Action 100+ investor initiative has seen us engage in ongoing dialogue with Shell, Equinor and BP. The first half of 2020 saw these major energy players step up their climate ambitions. We welcome these developments and will continue to engage with them to encourage a further shift towards more sustainable operations.

Dealing with Covid-19 from an organisational perspective

In February 2020, anticipating the impact of the virus, we started preparations for working from home and introducing the concept of working in clusters.

.


2020: A year in review

9

Our colleagues' experiences of home working are a theme of the testimonials in this annual report.

Our employees have primarily been working from home since the first lockdown in March. In order to ensure continued engagement, we’ve been organising virtual town halls, team meetings, Friday afternoon drinks and other online events to keep people updated and motivated. Our Executive Board frequently appears in videos on our intranet, from professionally recorded videos to informal vlogs, to speak directly to employees.

Being recognised through awards and rankings

Kempen Asset Management won three awards at the annual Morningstar Awards ceremony: Best Fund House Overall, Best Fund House: Fixed Income, and in the Dutch Equities category for the Kempen Orange Fund. Kempen Asset Management also won nine Lipper Awards, including Best Fund House Overall (small).

Kempen Asset Management won the International Corporate Governance Network (ICGN) Global Stewardship Disclosure Award in the Asset Managers <US $60 billion AuM category. This award is in recognition of innovation and excellence in Kempen's stewardship initiatives, such as engagement policies and disclosures in its Annual Stewardship and Responsible Investment Report.

In 2020, Kempen Merchant Banking provided the best equities advice according to annual analyst research by Willem and Dirk Gerritsen (Utrecht University). Their findings put us at the top of the league based on our advice, commanding 56% returns on a portfolio with a long position in equities rated Buy, and a short position in those rated Hold or Sell.

Evi was recognised as “Best Choice” according to IEX Gouden Stier.


.


Who we are and what we do

10


WHO WE ARE AND WHAT WE DO

Van Lanschot Kempen is the oldest independent financial institution in the Netherlands. Our history is deeply intertwined with the history of the Low Countries and the people who represent them. Founded originally in Antwerp in the 17th century, Van Lanschot Kempen has brought several entities together over time; the common thread that links us all is trade.

Our purpose is the preservation and creation of wealth, in a sustainable way, for our clients and the society we serve.

As a company, we believe that the generation of wealth – and its redistribution through taxation – are critical to the process of creating and maintaining stable, successful societies. Given that social cohesion necessitates such wealth creation, we believe that wealth management cannot be the preserve of a few but is a necessity for all. We create wealth, economic growth, jobs and tax income via our services to entrepreneurs, as well as contributing to the realisation of societal goals via the preservation and creation of wealth for asset owners, including private individuals and pension funds.

We believe that wealth is not just about financial assets; essential as these may be, wealth is about all the things that we value in life. In a broader sense, wealth represents the collective wisdom of a society and the cultural norms and values that sustain it. Although our primary objective is to help our clients with the financial aspects of wealth, we endeavour to serve their broader objectives as well. 

We serve clients across the social spectrum and in several segments – private, wholesale & institutional and corporate – as a trusted partner and to assist them in preserving and creating wealth sustainably. Investing for the long term is no longer just about looking for the greatest returns by a future date; it's about ensuring the liveability of the planet for the generations to come. We believe that in serving the long-term interests of our clients, we can contribute to a sustainable world and societal stability.

Our values

Values are essential to any successful enterprise. We are no exception. These values drive our decision-making process and our Code of Conduct. In turn, they define who we are and what we stand for. As a company, we believe in the following core values:


Entrepreneurial spirit

We look for opportunities, even when there appear to be none

We believe in and pursue our goals

We accept failure as part of the process and are not defeated by it

We are able to connect the dots and make things work

Specialisation

We accept that one cannot be good at everything

Specialisation helps us to make choices and to focus

We believe in expertise

We appreciate each other’s specialist knowledge and employ this optimally

Craftsmanship

We believe in the pursuit of excellence

We have the tenacity and relentlessness to get things right

We strive to be true professionals – knowing our craft inside out

We do not accept second best as the outcome in our search for excellence

Dedication

We believe in the conscious act of committing one’s emotional, intellectual and physical capabilities to one’s objectives

We are intrinsically motivated to work hard in providing our services in order to exceed clients’ expectations

We believe genuine dedication enables us to create value for the long term

Discretion

We understand that notions of privacy are changing in this era of social media and digital transformation

We believe in the importance of privacy at an individual, institutional and societal level

We do our utmost to protect and secure our clients’ sensitive information in order to truly be their trusted partner

These values define what we do, and help us to serve our clients best.



.


Who we are and what we do

11

Key reasons for clients, employees and investors to choose Van Lanschot Kempen

As a wealth manager, Van Lanschot Kempen builds on the experience of its core activities, operating under the strong brand names Van Lanschot, Kempen and Evi van Lanschot.


Reliable reputation and rich history

Clear choice for wealth management, targeting private, wholesale & institutional and corporate clients;

Tailored, personal and professional service;

Independent institution with strong Dutch roots;

Relatively small-scale organisation and high level of executive involvement;

Strong focus on sustainable investing;

Capable and motivated professionals;

Ability for employees to make real impact.

Integrated wealth manager

Uniform way of servicing our client segments;

Differentiating and compelling investment management offering that matches client needs;

Compelling storyline from an investor and client perspective.


Sound financial and risk management

Strong balance sheet and attractive capital strategy;

Strong track record in transformation processes and    de-risking of the company;

Proven capability to integrate acquisitions.


Key figures

2020

2019

Net result (€ million)

49.8

98.4

Dividend per share (€)

0.70

1.451

Efficiency ratio, excluding special items (%)

85.7

75.5

CET 1 ratio (%)

24.3

23.8

Return on average CET 1 based on underlying net result (%)2

4.4

10.5

Balance sheet total (€ billion)

15.1

14.3

Loan portfolio (€ billion)

8.4

8.6

Client assets (€ billion)

115.0

102.0

Assets under management (€ billion)

99.0

87.7

Employees (FTEs at year-end)

1,564

1,560


1 The amount of €59.4 million has been reserved for our shareholders on our balance sheet.

2 The underlying net result is the net profit adjusted for one-off charges related to the costs incurred for the Strategy 2020 investment programme and restructuring. 

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Our strategic framework

13

OUR STRATEGIC FRAMEWORK

In light of our purpose – to preserve and create wealth, in a sustainable way, for our clients and the society we serve – we have defined our wealth management strategy. Taking into account the changing world around us as well as the expectations of our clients and other stakeholders, we've defined five strategic pillars that enable us to deliver on our ambition to be a leading player in our markets and geographies, and to create both financial and non-financial value. In order to monitor our progress, we've developed a number of key performance indicators (KPIs).


The changing world around us


p. 14

Our stakeholders’
expectations


p. 18

Economy, society and the environment

Clients

Regulatory landscape

Evolving client needs

Shareholders

Employees

Competitive market and technology

Government/regulators

Labour market

Other stakeholders

Our ambition

p. 20

Be a leading player in our markets and geographies

Our strategic pillars

p. 20

How we steer and monitor our business

p. 22

Financial and non-financial KPIs



Our strategic framework

14

THE CHANGING WORLD AROUND US

Our business is impacted by the world around us, and our strategy needs to reflect and respond to that. The economy, society and environment in which we operate as a wealth manager, the regulatory landscape, the demands of our clients and prospects, the technological advances of our competitors, and the state of the labour market as a whole – all of these external developments have an impact on our business. So we take these  into account when executing our strategy.

Economy, society and the environment

The reporting year 2020 started on a strong note economically: financial markets were still bullish, global economic growth was relatively strong, and unemployment was low. But in March, the spread of the Covid-19 pandemic turned the global economy on its head. Due to widespread lockdowns in the second quarter, we experienced the deepest recession since the Second World War. But as soon as restrictions were lifted, the recovery (at least in some sectors) was just as swift. Economists saw a “K-shaped chart”, meaning that certain sectors – such as online retail, healthcare and tech – had a sharp upturn, while other sectors – such as air travel and high-street retail – had an equally sharp downturn. And this was reflected in the stock markets, too.

In order to stimulate economic recovery, central banks maintained low interest rates and created bigger balance sheets, while governments stepped in and invested huge amounts of money. In Europe, companies were able to borrow large sums in order to keep employment at economically and socially acceptable levels. In the US, the strategy was different, with companies quickly laying off staff while the US government doubled unemployment benefits for the people impacted. With so much government and central bank stimulus, it’s likely that the real effects of the recession won’t be felt until 2021 and beyond.

This means that despite the huge dip in March and April, the investment market did not in fact depreciate between the start and end of 2020. The European Central Bank’s temporary ban on dividend payments for banks, however, has had a material impact on their share prices – and by extension on shareholders. At the time of writing, the ban is expected to be lifted after September 2021. Because of the uncertainty caused by the pandemic, uncertainty surrounding economic projections has also increased – and it remains to be seen what the longer-term impact will be.

From a social perspective, the Covid-19 crisis led to huge upheaval in the way people live, work and maintain social contact. From a corporate point of view, it brought companies’ social conditions for employees and suppliers into sharp relief. The virus laid bare whether companies really were taking care of the people in their supply chain, paying attention to health and safety, and upholding labour standards. It also highlighted the need for holistic thinking around the role businesses play for their employees, clients and suppliers, as well as across complex supply chains.

From an environmental perspective, the lockdown measures brought in to curb the pandemic led to reductions in carbon emissions. While things may still return to “normal”, the situation proved to many people that measures such as reducing travel and limiting factory production could have a meaningful positive impact on the climate. And governments’ targets reflect this: there’s been a further shift towards ambitious net-zero emissions targets by 2050.

Regulatory landscape

The impact of the Covid-19 pandemic on regulators’ priorities was also felt. In 2020, the focus shifted to help banks ensure the continuity of their operations, including support to their clients. This entailed postponing the implementation of certain regulations, such as Basel IV, and reviewing recently implemented regulations to reduce the administrative burden. At the same time, we’ve seen further harmonisation of supervisory regulations in Europe, as well as more detailed descriptions of how to define and implement certain rules.

During the reporting year, financial institutions continued to prepare for the large number of regulations that are scheduled to come into force going forward – albeit some later than originally planned. Financial institutions are still



Our strategic framework

15

working on the Basel IV package of reforms, which involves collecting a lot more data but whose impact on lending procedures and capital is relatively limited. The need to prepare for the cessation of LIBOR at the end of 2021 has meant assessing exposure to LIBOR-linked products and making robust plans. The fifth anti-money laundering (AML) directive introduces an ultimate beneficial owner register which is currently being implemented in the Netherlands. The sixth AML directive contains minimum rules on criminal liability for money laundering. Client due diligence and transaction monitoring remain important priorities for the industry as a whole.

From a sustainability perspective, we’ve seen a clear external push from the regulators, especially in Europe. The EU has the ambition to make Europe a climate-neutral economy with net-zero greenhouse gas emissions by 2050, and has come up with plans that touch every sector – including financial services. For example, the action plan on sustainable financial growth contains a set of new regulations. The EU has created a harmonised framework, which will come into force step by step and develop over time. The new framework introduces a classification system for sustainable activities and investments as well as new disclosure requirements for financial institutions to bring more clarity to end-investors and prevent “greenwashing”. There is also a focus on mainstreaming management of sustainability risks and fostering transparency for listed companies and shareholder long-termism. The challenge for Van Lanschot Kempen (and for all financial institutions) is to efficiently implement these rules and to source meaningful environmental, social and governance (ESG) data.

With the EU and the UK finally reaching a deal in the dying days of 2020, a no-deal Brexit was averted. For the financial industry, however, the proposed EU/UK Trade and Cooperation Agreement does not contain much detail so far. In this context, we are no longer expecting permanent equivalence decisions with respect to UK central clearing parties, or third-country exemption regimes being applied to UK-based counterparties, for example. Clarity on these matters will be most welcome. In the first few days of 2021, we saw some memoranda of understanding between supervisory authorities, which will form a basis for future cooperation between the UK and the EU with respect to supervision of financial markets and their participants. Uncertainty still remains as to whether, over time, future regulation in the UK may gradually diverge from EU regulatory standards and may as a result become an unsurpassable hurdle for the application of third-country recognition or equivalence regimes.


Evolving client needs

Our client groups – and those we wish to attract – are broad-ranging. They include private clients, such as wealthy individuals, entrepreneurs, professionals and first-time investors; wholesale & institutional clients, such as pension funds and insurance companies; corporate clients in our focus sectors (real estate, life sciences & healthcare, financial institutions & fintech, infrastructure, maritime & offshore, and local alpha); and other types of clients, such as charities, foundations and associations. Each client group has different, evolving and increasing demands, but we also observe a few common wishes among all our client groups,

such as omni-channel service, holistic advice, sustainable investments and advice on how to prepare for the future. 

In terms of the way they do business with us, clients are looking for several differentiating factors. They want to be able to reach us wherever and whenever they like, via whichever channel they choose – and they expect personalised, tailor-made service. This means that while some clients might want to do everything online, others may prefer to discuss things over the phone – or a combination of both. They’re looking for personal knowledge of their specific circumstances from their contact coupled with easy, omni-channel service. Of course, we’ve seen the demand for digital tools increasing for several years – but the Covid-19 pandemic has accelerated this demand among all client groups.

Most of our clients are also looking for holistic advice rather than individual products. They expect thorough knowledge of all the solutions on offer across all our business lines, so that we can proactively advise them on the best options. But of course the search for yield and returns is ongoing and requires product innovation as well. Clients are requesting access to asset classes that were previously the domain of only the most sophisticated of investors, such as private equity, land, infrastructure and private debt.

Sustainable investments are becoming the new normal among many of our client groups, both private and institutional. We’re rapidly moving towards a world in which complying with the highest ESG standards is part of our licence to operate rather than a differentiating factor.

And finally, our clients – like everyone in today’s world – are seeking certainty. When the first wave of the pandemic hit, they wanted to discuss the possible scenarios and how to meet their investment goals. As the crisis continued, they wanted to know how to prepare for the future and adapt to the new reality. Adaptability to change is key if we are to remain a trusted adviser to our clients.

Competitive market and technology

Clients’ expectations are partially driven by what they have come to expect from other companies, both within and outside the financial services sector. These include the big tech firms, which provide excellent customer experience; universal banks, which meet high standards in terms of day-to-day banking functionality; and fintechs, which use algorithms in their processes as well as application programming interfaces (APIs) to enable value-added services. These expectations lead to increasing demand for digitalisation of services.

In the technology domain, we’ve seen continued developments in 2020 – a couple of which are of particular relevance to our strategy. On the one hand, the rise in cloud-based services has precipitated a move from traditional “on premises” applications to the cloud, or software as a service (SaaS). On the other, low-code applications and robotic process automation (RPA) systems are increasingly automating manual tasks, without deep coding knowledge being required.



Our strategic framework

16

The increasing speed at which both technological developments are advancing and client needs are evolving requires organisations to be quick and nimble, taking an agile approach.

Labour market

In the financial services industry, competition for talent in the labour market is as fierce as ever. All companies in our sector rely on the knowledge, experience and professionalism of their employees – and there’s significant crossover with other sectors in terms of the skills required. So attracting, retaining and developing the best people is crucial. At the same time, the labour market has increasingly high expectations when it comes to personal and professional development. Employees and potential candidates are demanding not just technical training but also creative work and ways to improve their well-being. We need to keep up with these demands to stay competitive as an employer.

Meanwhile, the Covid-19 pandemic forced organisations such as ours to operate completely differently: working from home became the new norm. People were forced to engage differently with their managers, employees and colleagues. And everyone needed to adapt to online technologies – fast. While a toll on people’s emotional well-being was inevitable, there were some positive side effects: travel time was all but eliminated, which increased time-efficiency; the digital savviness of the workforce paid off; and (perhaps ironically) absence due to illness went down. On the flip side, the lack of personal interaction between colleagues began to have an impact on people's sense of belonging.

The digitalisation and remote working trends accelerated by the pandemic also play into the competition for talent. Physical location and travel are becoming less and less important, making it easier for talented professionals to switch roles and take advantage of opportunities that are not necessarily close to home.

Finally, our stakeholders – including shareholders, clients and employees – continue to see diversity as an ongoing priority. This has been reflected in the upcoming regulations, which also place more emphasis on employing a diverse workforce in all sectors, including ours. We of course aim to comply with these regulations.

For more details on what Van Lanschot Kempen is doing to address these external developments, see “Our strategy” on page 20 and “Our value creation” on page 24.

KEY RISK THEMES FOR VAN LANSCHOT KEMPEN


In addition to the trends and developments that impact our operating environment, as a wealth manager we face specific risks associated with our sector. In 2020, we identified the following key risk themes:

Covid-19

Low interest rate environment

Change capacity

Cybercrime and IT security

Financial crime

Climate change

See the “Risk and capital management” section (page 56) for more details.







Our strategic framework

18

OUR STAKEHOLDERS’ EXPECTATIONS

We work with consideration for future generations, the environment, and the financial requirements of clients and shareholders. An essential part of this approach is an active, continuous dialogue with our stakeholders.

We identify five main stakeholder groups: clients, shareholders, employees, government/regulators and other stakeholders, including all those who might be affected by the decisions and activities of Van Lanschot Kempen (e.g. society at large, suppliers and competitors). The interests and expectations of the different stakeholder groups vary, and may lead to potential conflicts of interest. Van Lanschot Kempen weighs up its stakeholders’ interests, and incorporates these into decision-making processes and the development of strategic targets.

Our various stakeholder groups have different expectations regarding Van Lanschot Kempen. The overview below1 outlines our assessment of these expectations.


Clients

Excellent client experience, strong personal relationships, holistic advice, relevant solutions and risk-rewarding returns

Shareholders

Solid performance, attractive returns and sustainable – preferably growing – dividend

Employees

Inspiring and professional work environment, competitive salary, development and growth opportunities, and personal autonomy

Government/regulators

Practices within the letter and the spirit of the law (e.g. duty of care, anti-money laundering, client due diligence and privacy regulation) and positive contribution to society and environment

Other stakeholders

Fair business opportunities and positive contribution to society and environment

Topics that are material to our stakeholders

To determine which topics are valued most by our stakeholders, we conduct a survey among stakeholders every two years. Our most recent survey was conducted in 2019. For 25 topics relevant to our business, stakeholders were asked to assess the extent to which each topic influences the decisions they make regarding Van Lanschot Kempen. These topics are divided into two main categories: financial and non-financial value creation. Non-financial value creation can be further sub-divided into human and intellectual, natural and social value creation.

In addition, our Executive Board and a panel of external sustainability experts determined the significance of the impact Van Lanschot Kempen has via each of the 25 topics. Impact refers to positive impact and prevention of negative impact, and may be economic, environmental or social in nature.

The table below and matrix overleaf show the eight most material topics (out of the 25 in total), based on those topics rated as “significantly important” by our stakeholders, and on which Van Lanschot Kempen has “significant impact”. Further details on the materiality matrix can be found in the sustainability supplement.


Topic
number

Material topic

Description

1

Profitability and
cost effectiveness

Return on equity, efficiency ratio, and ability to keep costs under control

16

Impact via client
assets
(investments)

Maximisation of positive environmental and social impact, and elimination of negative impact, by investing the assets of our clients in a responsible and sustainable manner

13

Superior client
experience

Relevant, easy-to-access, seamless customer journeys via various channels (e.g. app, face-to-face, phone) and providing clients with relevant solutions at the right time

14

High-quality,
tailored solutions

Development of innovative solutions that answer evolving, individual client needs. Added value of our advisory services (quality, suitability and execution power)

6

Contribution to
clients’ wealth via
investments

Positive contribution to the wealth of our clients via our investment solutions (financial performance)

9

High-quality
workforce

Attraction and retention of talented employees who have the relevant expertise and required skillset

11

Development and
training of staff

Opportunities for employees to develop themselves to increase their employability and extend their skillset

24

Ethics and
integrity

Company culture and moral compass by which employees are encouraged to behave ethically and with integrity

1 See our sustainability supplement for further details.




Our strategic framework

19

2

2 Although the materiality matrix itself remained the same in 2020, the numbers of the material topics have changed compared with our 2019 annual report.




Our strategic framework

20

OUR STRATEGY

Van Lanschot Kempen is a well-capitalised, profitable, independent wealth manager with a strong specialist position in the market and proud Dutch roots. We believe that our knowledge and experience, our personal, client-focused approach and our unique combination of activities set us apart from our competitors in our selected market segments, while offering growth opportunities.


Our ambition

Supported by our strong client relationships, we aim to be a leading player in our relevant markets and geographies. This means being:

A leading wealth manager in the Benelux region;

The number one online wealth management option for the mass affluent in selected markets;

A prominent, active investment manager that delivers alpha in illiquid markets, as well as in income-generating and ESG strategies across Europe;

The leading fiduciary manager in the Netherlands, and a challenger in the UK fiduciary market;

The preferred trusted adviser in selected niches in merchant banking across Europe.

Changes to our organisational structure

Key to our strategy is the development of a fully integrated wealth management model that enables us to serve the entire spectrum of client groups, ranging from private to wholesale & institutional and corporate clients, and the ability to adapt quickly to changing client needs and market circumstances.

At the beginning of 2021, we therefore changed our organisational structure by moving from a business line-driven organisation towards a function-based model.


In doing so, we combined all our client-focused staff and activities in the Client Management & Origination domain, while the Investment Strategies & Solutions domain now covers all our in-house and externally selected investment solutions and services. We have put Digital, Advanced Analytics & Technology at the centre of our organisation,    as these play an important and proactive role in the transformation of our company. All our operational departments have now been centralised in order to

harmonise processes and systems in the service of enhancing client experience and efficiency. In line with our new organisational structure, starting in 2021 we will steer and report on our business according to client groups and no longer according to the business lines.

Our strategic pillars

Economic, social and environmental shifts, regulatory changes, evolving client needs, technological advances and the labour market all impact our operating environment. We need to respond to these changes in order to deliver on our strategic pillars.

The four strategic pillars, introduced at the beginning of 2019, have been complemented with a fifth pillar to underline our commitment to sustainability. All strategic pillars are interlinked and mutually reinforce each other.

Accelerate growth organically and inorganically

To remain relevant for our clients and accelerate our organic growth, we believe that we have to truly understand our clients, anticipate their needs and help them to fulfil these needs in a sustainable manner. Instead of searching for a single product or a specific brand, which entails a product-led approach, clients are looking for solutions that fulfil multiple needs.

In recent years, we’ve successfully expanded our activities through selective bolt-on acquisitions, partnerships and hiring teams. Our high post-acquisition client retention rates show that clients value our proposition. We aim to engage in further bolt-on acquisitions and larger acquisitions in order to accelerate our growth, increase our scale and benefit from revenue, cost and/or funding synergies. We focus on acquisition opportunities that support our positioning as a specialist player while keeping a balanced asset mix, and consider acquisitions in existing and contiguous markets.





Our strategic framework

21

Advance through digitalisation and advanced analytics

Changes in clients’ needs and economic developments require us to react quickly. Technology and digitalisation allow us to improve our productivity and service, by speeding up processes, reducing operational errors and improving the availability, quality and interpretation of data. We expect to significantly invest in our capabilities in this area in the coming years.

Digital interaction is crucial as it offers both clients and employees increased flexibility in terms of means of communication and the time needed to communicate. To grasp the full potential of patterns in internal and external data, tooling is being developed that helps end-users to interpret data and use it for data-driven decision-making in commercial, investment and operational processes.

Act as one to leverage our full potential

In order to unlock the full potential of our solutions-led organisation for our clients, we must be able to offer solutions that build on the knowledge and expertise of the entire group as well as our open architecture platform. We believe that by providing clients access to the full range of services and products across our business lines, we can meet client needs in a sustainable manner. We have adjusted our organisational structure to fully benefit from knowledge sharing, to make optimum use of resources across the organisation, and to reduce overlap.

Attract, develop and retain the workforce

Our people’s knowledge, experience and professionalism are key to the way we operate. Investing in our people enables them to embrace new technology and adopt a more data-driven way of working and decision-making. We facilitate and encourage development and training of our existing workforce. Together, we need to optimise the use of advanced analytics, to embrace new technology and to work in a more agile manner. We will also hire new people with the requisite skills and capabilities to help drive our development and the changes needed to stay ahead.

Achieve our sustainability ambitions
Being a sustainable wealth manager with a long-term focus means that we proactively strive to prevent negative consequences for all stakeholders in line with the UN Global Compact, while aiming to create positive long-term financial and non-financial value. We can achieve the most significant social and environmental impact via our client investments. Our ambition is therefore to move towards more sustainable investing, together with our clients. In the future, we intend to raise the bar even higher and make sustainable investing the new normal. To achieve this, we will increase employee awareness and expand our expertise in the area of sustainable investing.





Our strategic framework

22

How we steer and monitor our business
In order to monitor whether we're on track to deliver on our ambitions and create long-term value, we define financial and non-financial KPIs and targets. These are based on industry trends and developments, stakeholder expectations, client needs and strategic relevance.

The KPIs are focused on value creation, both financial and non-financial. We explain both our KPIs and our results against them in the sections on our value creation per type of capital on pages 26-41.

The table below shows our targets and performance on these KPIs in 2020 and 2019:


Value creation
themes

Key performance indicators (KPIs)

Targets

Performance in 2020

Performance in 2019

Material topics covered

Financial

1. CET 1 ratio

15-17%

l

24.3%

23.8%

1

2. Return on equity (CET 1)

10-12%

l

4.4%

10.5%

3. Efficiency ratio

70-72%

l

85.7%

75.5%

4. Three-year relative performance of discretionary management mandates

6, 14

a. Private Banking

a. > benchmark

l

a. -1.8%

a. -0.4%

b. Evi

b. > benchmark

l

b. -2.2%

b. -0.9%

Non-financial

Human and intellectual

5. Employee engagement score

> 80%

l

n/a

82%

9

6. Employer Net Promoter Score (eNPS)

> 10

l

6

n/a

7. Gender balance in management positions

> 30% female
> 30% male

l

21% female 79% male

21% female 79% male

8. Percentage of total number of training courses followed to develop new skills in order to adapt the workforce (e.g. technical, digital, adaptability)1

> 25%

l

25%

n/a

11

Natural and social

9. Net Promoter Score (NPS)

13

a. Private Banking

a. 10

l

a. 26

a. 23

b. Evi

b. 10

l

b. 5

b. 10

c. Asset Management

c. 20

l

c. n/a

c. 31

10. Merchant Banking: number of successful transactions with repeat Corporate Finance clients (five-year period)

60-70%

l

39%

n/a

11. Merchant Banking: bundled commission paid by repeat Securities clients

> 80%

l

95%

n/a

12. Asset Management: average Morningstar rating of investment strategies (institutional share class)

> 3.5

l

3.6

3.9

6, 14

13. Percentage of employees who positively evaluate our culture regarding ethical behaviour and integrity2

> industry average of 84%

l

89%

77%

24

14. Private Banking sustainability ambition: AuM invested in sustainable and impact investment wealth management solutions

last year +10%

l

2020: €3,063m
+ €1,017m

2019: €2,046m
+ €728m

16

15. Asset Management sustainability ambition

a. Percentage of internal and external fund managers on the approved list that meet the sustainability criteria

a. > last year

l

a. 76%

a. n/a

b. Engagement cases with companies that our funds invest in per year

b. 80-100

l

b. 116

b. 84

c. Engagements for change for which at least one milestone has been reached in the past year3

c. 10-15

l

c. 61

c. n/a

16. Decrease in carbon emissions

n/a

a. Direct emissions of our own organisation

a. -2.5%/FTE/year

l

a. -51.1%

a. -5.6%

b. Indirect emissions via our balance sheet (mortgage portfolio)

b. CO2/€ < last year

l

b. 0.4%

b. -2.0%


l

KPI more than achieved

l

KPI achieved

l

KPI almost achieved

l

KPI not achieved

l

KPI far from achieved

 

1 This KPI does not cover the full range of training offered within Van Lanschot Kempen. It is calculated based on training for employees working in the Netherlands, booked via our learning

  platform and via our training broker.

2  The score for this KPI is based on responses to the following statements in the employee engagement survey:

In my experience, all employees are held to the same standards of ethical behaviour;

This organisation operates with integrity in its internal dealings (i.e. with employees);

I think I could report instances of dishonest or unethical practices to the appropriate level of authority without fear of reprisal.

    In 2020, the first statement underlying this score was changed to: We operate with integrity in our external dealings (with clients, suppliers, etc.).

3  Engagement consists of four stages. If it moves to the next stage, a milestone has been achieved.






Our value creation

24

OUR VALUE CREATION

Wealth enables our clients to achieve their business, personal and social goals. Wealth generation is essential to create and maintain stability in our society. This requires a long-term focus in which economic, social, environmental and governance factors all need to be taken into account.

We are convinced that our purpose – to preserve and create wealth, in a sustainable way, for our clients and the society we serve – can only be fulfilled in a sustainable world. We also believe that, via the generation of wealth and its redistribution through taxation, we can contribute to creating and maintaining a stable and successful society.

Our approach to fulfil our purpose

In line with our purpose, we aim to create value. We therefore proactively strive to:

Embed our core values – entrepreneurial spirit, specialisation, craftsmanship, dedication and discretion – in everything we do.

Operate as a trusted adviser for our clients and cooperate with other stakeholders.

Increase positive long-term financial and non-financial value by developing new solutions in close cooperation with our stakeholders.

Contribute to a stable society. We create wealth, economic growth, jobs and tax income via our services to entrepreneurs, while contributing to the realisation of societal goals via the preservation and creation of wealth for asset owners, including private individuals and pension funds.

Prevent and mitigate negative impacts for all stakeholders, wherever we can – for example, via our responsible and sustainable investment policies, responsible lending policy and carbon reduction policy.

Our value creation per type of capital

Our value creation model on the following page provides an overview of our impact and the value we create in the long term. As a wealth manager, Van Lanschot Kempen attracts four types of capital:

Financial capital: Our clients entrust us with their investments, savings and deposits, while our capital providers invest in our shares and bonds.

Human and intellectual capital: Our employees and external parties bring in their knowledge and experience.

Social capital: The network we have as an organisation and the trust that other stakeholders place in us – our licence to operate.

Manufactured capital: Our physical inputs, such as offices, energy, IT and transport.

As a company, we aim to deploy these types of capital in combination for overall value creation – meaning that we strive to add value via our business model, thereby increasing the total capital or value. Outputs can be both positive and negative.

Financial capital: We invest client assets in companies and other organisations, assist entrepreneurs when

raising funds, provide investment returns to our own clients and investors, pay salaries to our employees and pay taxes to society. However, there’s also the potential for negative outcomes – for example, if poor market performance hits the assets we manage for our clients.

Human and intellectual capital: We contribute to human capital via the hiring, training and development of our employees, but on the flip side there may be work-related illness and possible redundancies.

Natural capital: We contribute to natural capital by investing client assets in sustainable and impact funds that contribute to natural or environmental goals such as clean energy, climate change mitigation measures or sustainable agriculture. As a result of our investment of client assets and lending activities, however, there may be negative impacts on the environment under certain circumstances, such as waste production, pollution and carbon emissions.

Social capital: We preserve and create growth and job opportunities for society by passing on financial capital to companies and other organisations. We increase social capital by investing client assets in sustainable and impact funds that contribute to social goals like health, education or basic needs like food and clean water. But as a result of our investment of client assets and our lending activities, in some cases there may be negative social impacts, such as on labour rights, human rights or other social issues in our supply chains.

Our contribution to the SDGs

A long-term focus on a sustainable society is what the UN Sustainable Development Goals (SDGs) are all about. As a wealth manager with a focus on the long term, we support all these goals. Of the 17 SDGs, there are seven to which we contribute specifically via our core activities:

SDG 3: Ensure healthy lives and promote well-being for all at all ages.

SDG 6: Ensure availability and sustainable management of water and sanitation for all.

SDG 7: Ensure access to affordable, reliable, sustainable and modern energy for all.

SDG 8: Promote sustained, inclusive and sustainable economic growth, full and productive employment and decent work for all.

SDG 12: Ensure sustainable consumption and production patterns.

SDG 16: Promote peaceful and inclusive societies for sustainable development, provide access to justice for all, and build effective, accountable and inclusive institutions at all levels.

SDG 17: Strengthen the means of implementation and revitalise the global partnerships for sustainable development.

Information about our contributions to the SDGs can be found at vanlanschotkempen.com/sustainability.

Over the next four sections, we define what each type of capital comprises, describe our approach to it, provide an indication of how we quantify our contribution, and offer concrete examples of how we create value. We're making progress in terms of quantifying our value creation, but we have only recently started and the process is still in its infancy. Challenges exist around data availability, data comparability, methodology and lack of standards.





VALUE CREATION MODEL



Our value creation

26

FINANCIAL CAPITAL

In line with the International Integrated Reporting Framework, we define financial capital as the pool of funds available to an organisation for use in the production of goods or the provision of services. Funds can be obtained through financing, such as debt, equity or grants, or generated through operations or investments.

Our approach

Van Lanschot Kempen is a financial services business and,  as such, creating value via financial capital is our reason for being. Our profitability and cost effectiveness are important not only to our clients but also to our shareholders, employees, governments/regulators and other stakeholders, including society at large. For more details on our stakeholders’ expectations, see page 18.

Wealth generation for our clients

Our clients trust us to manage their wealth effectively and to make a positive contribution via our investment solutions. They expect risk-rewarding returns that enable the preservation and growth of their financial assets. Our wealth management solutions and investment strategies should also perform well compared with their benchmarks. To achieve this, we have set up professional investment processes that focus on long-term value creation for our investment strategies and the portfolios of our individual and institutional clients. Each of our investment strategies

uses a process that is best suited to take advantage of the opportunities in its respective sector. We believe in the values of specialisation and craftsmanship, which is why our portfolio managers have the freedom to create and manage a strategy that is in line with their clients’ needs and that delivers sustainable value to their clients. These portfolios bring together the collective expertise from teams that focus on fiduciary management, investment strategies, manager selection and portfolio management. Each team plays a pivotal role in the investment process, governance (including clear responsibilities) and optimum use of systems and tools, in order to achieve the most positive outcomes.

Profitability and cost effectiveness

We manage our profitability and cost effectiveness through continuous improvement of our processes, and through growth and innovation. Drawing on our multi-year forecast, we have set 2023 targets for our Common Equity Tier 1 (CET 1) ratio, our return on CET 1 capital and our efficiency ratio. We set annual targets for all Van Lanschot Kempen departments as part of our annual budget cycle. These budgets are devised bottom-up, with the input of the businesses challenged and, where necessary, made more concrete in sessions with the Executive Board. Target achievement is measured monthly and reported to the Executive Board using management reports – including KPI dashboards – and analyses of financial and non-financial data and trends.

We steer and monitor the value we create in terms of financial capital through a number of KPIs:

KPIs

Targets

Performance 2020

Performance 2019

Material topics

1. CET 1 ratio

15-17%

24.3%

23.8%

1

2. Return on equity (CET 1)

10-12%

4.4%

10.5%

3. Efficiency ratio

70-72%

85.7%

75.5%

4. Three-year relative performance of discretionary management mandates
a. Private Banking
b. Evi


a. > benchmark
b. > benchmark


a. -1.8%
b. -2.2%


a. -0.4%
b. -0.9%

6, 14

Financial and risk management

Financial performance and risk management are key to our organisation, as all direct stakeholders benefit from a solid capital position and sustainable performance. In 2020, our CET 1 ratio increased to 24.3%, well above our target range. Our return on CET 1 declined to 4.4%, significantly below the target range, due to the loss on our structured products activities. Our efficiency ratio amounted to 85.7%, not meeting our target. More information on the developments underlying these ratios is provided on pages 49 and 53.

Return on assets under management

Our wealth management solutions aim to deliver positive performance in the long term, with our investment strategies performing well against their benchmarks.

In 2020, the three-year average performances of Private Banking and Evi discretionary management mandates relative to their benchmarks stood at -1.8% and -2.2% respectively (2019: -0.4% and -0.9%). These figures are calculated by comparing the year-end absolute performance of the largest discretionary solutions over the last three years with their respective benchmarks. Although we did not meet our target to outperform the benchmarks, the absolute three-year average performance of these mandates amounted to 5.2% and 4.8% respectively, thereby positively contributing to our clients' wealth.

For more details on our financial results, see the “Financial performance” section on page 43.



Our value creation

27

Quantifying our value creation

Overview of financial capital: inputs and outputs

Input (€ million)

From

Amount 2020

Amount 2019

Output (€ million)

For

Amount 2020

Amount 2019

Shareholders and bondholders

New capital bondholders
New capital shareholders

H
H

-200
44

-9
-33

Coupons bondholders
Coupons other capital providers
Total shareholders' return (three-year average)

H
H
H

19
7
20

20
5
115

Investments

New AuM

C

6,900

9,900

New AuM invested
Investment return for clients (three-year average)

S
C

6,900
3,800

9,900
3,600

Advice (Kempen Merchant Banking)

No financial capital input

Financing arranged

C

23,000

7,000

Savings and lending

New savings/deposits

C

600

500

Net new mortgages
Net new business credit flow
Interest on savings/deposits

C
C
C

37
-186
22

129
-92
26

Other

Commission/interest from clients

C

502

515

Staff costs
Taxes
Remittances to regulators
Purchase of goods and services
Donations

E
S
S
S
S

249
4
11
61
NP

251
21
12
78
NP

H: shareholders and bondholders, C: clients, S: society, E: employees, NP: non-public figure


How to read these tables

The table above, and the equivalent tables in the three sections that follow, show the various capital values used and generated by Van Lanschot Kempen in 2019 and 2020. On the left-hand side, the capital deployed by Van Lanschot Kempen in our business model is listed, divided into separate categories. On the right-hand side, the capital generated is listed, also divided into categories. The items listed in the tables are intended as examples, and should not be used to calculate our overall value creation. We have not included total inputs or total outputs in these tables for two reasons: firstly, the methodology is still too immature; secondly, inputs and outputs of a certain type of capital can also be deployed and transformed into another type of capital. For example, new assets under management (financial capital) can also lead to an increase in social capital if invested in the right solutions. 

As this table shows, our financial capital inputs consist mainly of the savings, deposits and investments from our clients, as well as the funds provided by investors in our shares and bonds. Our financial capital outputs consist mainly of the funds we invest (on behalf of our clients) in companies and governments, the financial investment returns for our clients, and the financing we arrange for our clients. Our shareholders and investors receive dividends and returns as outputs. The outputs for our employees take the form of the salaries they receive. And for society at large, the main outputs relate to the taxes we pay.







Our value creation

29

HUMAN AND INTELLECTUAL CAPITAL

In line with the International Integrated Reporting Framework, we define human capital as people’s competencies, capabilities and experience; their motivation to innovate; their ability to understand, develop and implement our strategy; and their ability to lead, manage and collaborate. We define intellectual capital as organisational, knowledge-based intangibles, including specific expertise and intellectual property.

Our approach

In a knowledge and service-based organisation such as ours, people make all the difference. Their professionalism, skills and engagement determine the quality of our service. Well-trained, knowledgeable people not only provide better service to our clients; they are also more engaged in what they do. And the rapid pace at which digitalisation and technology are developing makes the need for continuous learning even stronger.


Recruiting, retaining and developing talent

Our strategy is to be an attractive and inclusive employer for all talent sources available in the labour market. We continuously strive to recruit a diverse range of talented professionals. Instead of looking for individuals on a case-by-case basis, our aim is to create a continuous flow of new talent. One of the reasons employees choose Van Lanschot Kempen over our competitors is the broader and deeper level of responsibility we are able to offer them. To retain our employees, we provide opportunities to grow, a diverse and inclusive culture, competitive and inclusive labour conditions and our Vitality Programme.

Through our online learning platform – accessible to all Van Lanschot Kempen employees – we provide an integrated educational programme that fits with our strategy. The platform helps employees and their managers to see what is expected of them, and what knowledge and skills they have yet to attain or develop. Development KPIs are included in the people analytics that managers receive on a quarterly basis. 

We steer and monitor the value we create in terms of human and intellectual capital through a number of KPIs:

KPIs

Targets

Performance 2020

Performance 2019

Material topics

5. Employee engagement score

> 80%

n/a

82%

9

6. Employer Net Promoter Score (eNPS)

> 10

6

n/a

7. Gender balance in management positions

> 30% female
> 30% male

21% female
79% male

21% female
79% male

8. Percentage of total number of training courses followed to develop new skills in order to adapt the workforce (e.g. technical, digital, adaptability)1

> 25%

25%

n/a

11

Employee engagement

We aim to engage our employees on topics that are relevant and critical to our strategy. In 2020, we identified four such topics – health and well-being, the new way of working (accelerated by the Covid-19 pandemic), ethics and integrity, and performance management development. As a result of our focus on health and well-being, absenteeism went down from 3% in 2019 to 2.3% in 2020.

Although our formal employee engagement survey only occurs every two years (last time in 2019), we conducted pulse surveys on these topics and developed action plans for each. The average participation rate across the pulse surveys was over 65%. Our Employer Net Promoter Score (eNPS) was 6, which is a positive result despite being slightly below our target of 10. The eNPS is a method used to measure employee satisfaction and loyalty to our organisation, based on the percentage of employees who are promoters of the organisation, minus the percentage of employees who are detractors.


In line with our strategic pillar to attract, develop and retain our workforce, we aim to further develop the skills of our staff. In 2020, 25% of all training was aimed at developing new skills, exactly meeting our target.

Diversity and inclusion

Attracting and retaining a diverse workforce continues to be a focus area for Van Lanschot Kempen. We aim for a fully inclusive workforce, in terms of ethnic background, religion, sexual orientation, gender and so on. We measure gender balance, and therefore aim for at least 30% female and 30% male in management positions reporting directly to the Executive Board, as well as in the next level of staff with management responsibilities. The gender balance in management positions did not change in 2020: 21% of employees in management positions are female, below our target range. We are taking steps to redress this, including – as of 1 January 2021 – supporting female colleagues to reach the top level in several departments under our adjusted organisational structure.

Also as of 1 January 2021, at the level reporting directly to the Executive Board, we saw 40% so-called "next gen" employees (under 45 years old) compared with 25% the

1 This KPI does not cover the full range of training offered within Van Lanschot Kempen. It is calculated based on training for employees working in the Netherlands, booked via our learning

  platform and via our training broker.



Our value creation

30

previous year. This gives us a strong signal to continue our inclusive labour market approach in 2021. An important initial step is our renewed employer brand narrative towards prospective candidates.

During 2020, we encouraged leaders from across the business to follow training on unconscious bias, to raise awareness around inclusion and to activate more inclusive behaviour. We revised our vacancy texts to be 100% gender neutral – something for which we received recognition from the external market. We also implemented people analytics to analyse our recruitment funnels, the labour market, our actual inflow and promoters in more depth. Increased awareness and insight into data is a starting point for changing behaviour.

We strive for equal pay for our workforce, which means that pay is merit-based and related to job level; we therefore periodically investigate this for all categories of employees. If necessary, we make adjustments to equalise pay.

In 2020, we analysed the gender pay gap at different levels in the organisation. We observed pay gaps at senior management levels and in specific areas in the wider workforce; these may be due to differences in age, work experience and so on. In 2021, we will perform further analyses to determine whether there are any unexplained differences.

Key staff data

2020

2019

Employees (FTEs at year-end)

1,564

1,560

Absenteeism (%)

2.3

3.0

Investment in training (€ million)

2.0

2.8

Training hours (estimated total number of hours, individually and collectively)

84,000

80,026

Male/female ratio (%)

67/33

65/35

Staff turnover (%)

5

7


Staff per business
at year-end

2020

2019

Number

FTEs

Number

FTEs

Private Banking

660

603

698

655

Evi

22

21

23

23

Asset Management

270

260

274

264

Merchant Banking

119

117

129

127

Other (support functions)

554

504

521

491

Hof Hoorneman Bankiers

65

59

_

_

Total

1,690

1,564

1,645

1,560


Quantifying our value creation

Overview of human and intellectual capital: inputs and outputs

Input (€ million)

From

Amount 2020

Amount 2019

Output (€ million)

For

Amount 2020

Amount 2019

Opportunity costs of work

E

n/a

n/a

Social value of having work

E

16.3

17.3

Work-related illness

E

1.5

1.5

E: employees

As the table above shows, our human capital inputs consist of the opportunity costs of work by our employees, meaning the value of the hours our employees devote to Van Lanschot Kempen. We aim to add value to these human capital inputs through our business model – for example, by creating attractive jobs that result in additional social value for our employees. However, such outputs can also be negative – as in the case of work-related illnesses. Note that the table contains only three examples so far; we expect to add more data in the future, including figures on diversity,  the gender pay gap, work experience and training.

Opportunity costs of work

By using the so-called “willingness to pay” method, economists have been able to establish the average monetary value that a Dutch employee assigns to one working hour, compared with one leisure hour. By multiplying the annual number of working hours spent by our employees by the average price of a leisure hour,

it should be possible to estimate the total opportunity costs of our human capital input. As we are still exploring this methodology and its implications, there is no figure reported in the table above.

Social value of having work

Numerous studies show that people with a job are more satisfied with their lives than people without one. Several of

these studies also focus specifically on quantifying this social value, usually by means of a "well-being valuation". Through this econometric method, developed to measure the value of so-called non-market goods, we can determine the monetary value of increased life satisfaction as a result of a job. Based on the formula developed by Fujiwara (2019)2, the social value of all jobs at Van Lanschot Kempen in 2020 amounted to €16.3 million – accrued by employees – compared with €17.3 million in 2019.

Work-related illness

On the flip side, the negative impact of work-related illness on employees’ quality of life is also reflected in our contribution to human capital and social value. To calculate this, we use the disability-adjusted life year (DALY) method developed by the World Health Organization. A DALY is an international measure of missed happiness in life due to illness. In short, every healthy year of life counts for 1 DALY, and the DALY is lowered for each year in which an employee is ill by using a weighting factor.

2 For full details of the formula used to calculate this value, see Fujiwara, D. (2019), Valuing non-market goods using subjective wellbeing data (The London School of 

  Economics and Political Science).



Our value creation

31

We combine this data with illness-related absentee data for the average Dutch employee (from the Dutch National Institute for Public Health and the Environment – RIVM) and the value of one year of life (from CE Delft, an independent research organisation) to calculate the total impact. Based on this calculation, the total negative impact from arm, neck and shoulder complaints, back pain and burnout in 2020 amounted to €1.5 million, the same as in 2019.


Other achievements and developments

Organisational structure

In line with our strategic pillars – that guide the implementation of our strategy – our workforce and organisational structure need to evolve. We have engaged staff from all business lines and across multiple levels in the organisation to think through the strategic challenges, and involved them in the transformation of our workforce. With the shift from a business line-based structure to a function-based structure, some roles will be required to shift, too. Our company strategy will also be translated into the required skills and competencies, with a well-structured learning management system in place to ensure that our people are able to deliver on it. This process started in mid-2020 and will be further worked out in 2021.

Inclusive employment practices

In early 2020, we completed the process of integrating our HR practices – including the provision of a defined benefit pension plan for all our employees. This plan gives us the opportunity to use some of our own Kempen funds and/or an additional Evi pension scheme to offer a solid pension provision to our people. As part of the same HR integration project, we now also have some more inclusive employment practices. For example, we financially support female colleagues who want to work full-time with daycare costs. We also give older employees the opportunity to work fewer hours as they get closer to retirement, without it negatively impacting their pension savings. Lastly, we give our employees the opportunity to take a sabbatical once every five years

Impact of Covid-19 on our employees

Naturally, the pandemic – and the restrictions related to it – had a significant impact on our employees. On the one hand, travel time was all but eliminated and people embraced the digital working environment. On the other, many parents understandably struggled to balance work with childcare, while the lack of personal interaction took a toll on people's well-being. To boost engagement, we organised many digital team events.

Next steps

In 2021, we will continue to work on engaging our employees on key topics, and increasing the diversity and inclusion of our workforce. We will also further refine and increase our reporting on our contribution to human capital value creation.













Our value creation

33

NATURAL CAPITAL

In line with the International Integrated Reporting Framework, we define natural capital as all renewable and non-renewable environmental resources that support the prosperity of an organisation. Natural capital includes air, water, land, minerals, forests, biodiversity and ecosystem health.

Our approach

We contribute to natural capital by investing client assets in sustainable and impact funds that contribute specifically to natural or environmental goals such as clean energy, climate mitigation measures or sustainable agriculture. As a result of our investment of client assets and lending activities, however, there may be negative impacts on the environment under certain circumstances, such as waste production, pollution and carbon emissions.

Responsible and sustainable investment

Given the size of our assets under management, the biggest environmental impact we make – whether positive or negative – relates to how we invest our clients’ assets. We therefore have an extensive responsible investment policy in place for all assets under management. This policy is developed and implemented internally, and is based on a long-term, focused investment philosophy coupled with an active ownership approach. We believe that an actively managed investment portfolio will create the most value in

the long term, in both financial and non-financial (environmental, social and governance – ESG) terms. We engage with fund managers and investee companies on a broad range of ESG topics, including environmental issues, and we exercise our voting rights at annual general meetings (AGMs). If fund managers or investees are not willing to comply with our minimum environmental standards, we may choose to divest. In addition to our responsible investment approach, we offer sustainable solutions. These contain more exclusion criteria and a best-in-class approach.

As part of our responsible and sustainable investing, we also have a climate policy that was significantly strengthened in 2020. Kempen Asset Management has set strong targets for our investment funds, in line with the Paris Agreement on carbon emission reduction, to be met by 2025, 2030 and 2050 respectively. As Kempen Asset Management is the asset manager for Private Banking's discretionary management propositions, this also applies to these portfolios. In 2020, Kempen Asset Management also signed the Net Zero Asset Managers initiative: a group of 30 international asset managers who aim to achieve net-zero greenhouse gas emissions in their portfolios by 2050. For a full description of our responsible investment policy (including our voting policy and voting records), see kempen.com/en/asset-management/esg.

We steer and monitor the value we create in terms of natural capital through a number of KPIs:

KPIs

Targets

Performance 2020

Performance 2019

Material topics

14. Private Banking sustainability ambition: AuM invested in sustainable and impact investment wealth management solutions

last year +10%

2020: €3,063m + €1,017m

2019: €2,046m
+ €728m

16

15. Asset Management sustainability ambition
a. Percentage of internal and external fund managers on the approved list that meet the sustainability criteria
b. Engagement cases with companies that our funds invest in per year
c. Engagements for change for which at least one milestone has been reached in the past year
1


a. > last year

b. 80-100
c. 10-15


a.76%


b.116

c.61


a. n/a


b. 84

c. n/a

16. Decrease in carbon emissions
a. Direct emissions of our own organisation
b. Indirect emissions via our balance sheet (mortgage portfolio)


a. -2.5%/FTE/year

b. CO2/€ < last year


a.-51.1%

b.0.4%


a. -5.6%
b. -2.0%


n/a

Sustainability ambition

Private Banking assets under management invested in sustainable (Duurzaam+) and impact investment (Impact Investing) rose 50% to €3,063 million in 2020, from €2,046  million in 2019.

In 2018, we started rating internal and external fund managers on our approved list, with the ultimate aim to rate them all. At the beginning of 2020, we adjusted our KPI (15a) to an increase in the percentage of fund managers2 that meet our sustainability criteria. In 2020, the percentage of fund managers that met our sustainability criteria was 76%. Given that our criteria are now more stringent, we are satisfied with this result by the end of the reporting year.

In 2020, we undertook 116 direct engagements for change and awareness (up from 84 in 2019), which means we reached our annual target of 80–100 cases. At least one milestone was reached for 61 engagements in 2020, meaning that at least one pre-defined goal of the engagement was realised. The large number of engagement cases for which at least one milestone was reached is due to increasing engagement efforts. 

In addition to these direct engagements with companies, we also had 206 collaborative engagements with companies and 32 dialogues with external fund managers. In addition, we voted at 419 meetings, or 96% of all votable meetings (2019: 414 meetings, 92%).

1 Engagement consists of four stages. If it moves to the next stage, a milestone has been achieved.

2 The asset classes covered by our ESG scorecard are listed equities, government bonds (developed and developing), corporate bonds (investment grade and high yield) and listed real estate. 

  Funds with no material asset allocation are not in scope.



Our value creation

34

Green mortgages

On the Private Banking side, our green mortgage solution, Van Lanschot Groenhypotheek, helps private clients finance home improvements to make their properties more sustainable at a lower interest rate.

Carbon footprint

As carbon emissions are considered to be the biggest driver of climate change, we report on our carbon footprint annually. Due to the small size of our company relative to the magnitude of the assets we manage, our biggest emissions relate to our client investments. In 2020, the aggregate carbon footprint of our clients' managed assets was 4.9 million tonnes (2019: 4.7 million tonnes). Although the absolute carbon footprint increased, carbon intensity decreased, indicating that our investments have become less carbon intensive. This reflects the fact that our clients' assets are increasingly in ESG investments, which have lower carbon intensities. We see this development in both Private Banking and Asset Management. 

Our mortgage portfolio saw a reduction in carbon emissions of 5.8%, reflecting the fact that the Netherlands is moving towards making its homes more sustainable.

However, the total carbon footprint of the assets on our balance sheet increased from 41,645 tonnes in 2019 to 47,879 tonnes in 2020. This was due to an increase in the indirect emissions of our investment portfolio, which was the consequence of changes in the portfolio.

In our own organisation, our absolute carbon emissions in 2020 totalled 1,965 tonnes, or 1.17 tonnes per FTE (2019: 4,220 tonnes, or 2.4 tonnes per FTE). The 51.1% fall in emissions per FTE is mainly the result of less business travel due to the one-off impact of the Covid-19 pandemic. Because of these exceptional circumstances, we more than met our reduction target of 2.5% per FTE per year, but it is likely that emissions will increase again once the situation normalises. In 2020, we continued to offset all the carbon emissions from our own organisation, as we did in 2019.

Carbon footprint of our assets under management in 20203

CO2e assets under

management

Total AuM
(€ billion)

Absolute footprint

(million tCO2e)

Relative footprint

(tCO2e/€ m invested)

Carbon intensity

(tCO2e/€ m sales)

Coverage

(CO2e based on % AuM)

Private Banking (incl. Evi)

28.5

1.5

98.1

54%

Asset Management

70.5

3.4

100.1

148.2

48%

Total

99.0

4.9

99.5

50%


Carbon footprint of our assets under management in 20194

CO2e assets under

management

Total AuM
(€ billion)

Absolute footprint

(million tCO2e)

Relative footprint

(tCO2e/€ m invested)

Carbon intensity

(tCO2e/€ m sales)

Coverage

(CO2e based on % AuM)

Private Banking (incl. Evi)

25.7

1.3

114.5

45%

Asset Management

62.0

3.4

124.9

180.4

44%

Total

87.7

4.7

121.8

44%

3 CO2e figures based on 2018 data (scope 1 and 2); underlying assets under management as at 30/09/2020.

4 CO2e figures based on 2017 data (scope 1 and 2); underlying assets under management as at 30/09/2019.




Our value creation

35

Quantifying our value creation

Overview of natural capital: inputs and outputs


Input (€ million)

From

Amount 2020

Amount 2019

Output (€ million)

For

Amount 2020

Amount 2019

Natural capital input is insignificant

Client investments (AuM)5

S

-1.8

n/a

Mortgages

S

n/a

n/a

Other loans

S

n/a

n/a

Carbon footprint own organisation (fully offset)

S

0

0

S: society


As the table shows, our impact on natural capital – both positive and negative – is mainly via the products and solutions we provide and our organisational footprint. For the latter and our clients' investments, we have made some initial value creation calculations. For our natural capital inputs, the situation is different: because the value of these inputs is insignificant and very hard to quantify or monetise, there are no data in the left-hand side of the table. Van Lanschot Kempen's primary inputs come from financial capital streams, and are transformed into natural capital outputs.


Our client investments and natural value creation
In 2020, we made an initial step in terms of quantifying the natural capital outcomes of our clients’ assets. By using data from a new data vendor, we undertook a preliminary first assessment of the natural capital alignment of Kempen’s sustainable equity funds.
6 These funds comprise the Kempen European Sustainable Value Creation Fund, Kempen Global Sustainable Value Creation Fund, Kempen Global Sustainable Equity Fund and Kempen Sustainable European Small-cap Fund, with a total value of €876 million. Our assessment focused on the goods and services provided by our investee companies that are associated with eight natural themes, such as clean water and sanitation, affordable and clean energy, and climate. As shown in the table above, the natural capital alignment of all Kempen’s sustainable funds in aggregate (€876 million) is estimated at -€1.8 million. If the €876 million were to be invested in benchmark funds instead, the natural capital alignment would be estimated at -€101.1 million.


Our calculations were based on company sales data per investee, indicating which portion of sales could be linked (positively or negatively) to a set of natural and social themes. Adding up the sales numbers for the natural themes resulted in the total contribution to natural capital. Although we recognise that this aggregation may result in a product or service of an investee being attributed to more than one (natural or social) theme, we do not expect this to materially influence the final outcome of our analysis. The main reason is that our aggregation is conducted both for positive and negative impacts, and consequently smooths out a potential double-counting calculation impact.




As shown by the graph on the following page, for every million euros invested in the Kempen sustainable equity funds in aggregate over 2020, there was a positive alignment of €24,449 with sustainable energy and €24,478 with climate mitigation. The graph also shows negative alignments with some natural themes, especially sustainable energy, climate mitigation, marine ecosystems and terrestrial ecosystems. Some but not all of the impacts compare favourably with the benchmarks for these sustainable Kempen funds, as shown by the horizontal lines in the graph. For more information about benchmarks, visit kempen.com/en/asset-management.


As also indicated in the graph, the calculated impact can be mapped to the SDGs as well. However, the process of mapping the natural capital alignment with the SDGs is still in its infancy.

5 Based on four sustainable funds with a total value of €876 million.

6 Until now, we have not been proactively steering on contributing to these eight natural themes through our investments in listed asset classes, which is why we use the term “alignment” instead of “contribution” at this stage.



Our value creation

36

Alignment of our assets under management in Kempen sustainable equity funds with natural themes (in €1,000 per million euros invested)


Private Markets Fund

The Private Markets Fund7 published its first annual sustainability report in 2020. The fund’s portfolio companies continue to find ways to positively contribute to the environment. In 2019, 38.7 million trees were planted and 2,349 hectares of natural areas were protected across fund partners, timber and farmland investments. On a pro-rata basis, that equates to a contribution of 150,000 trees planted and 33 hectares protected. Planting trees can enhance biodiversity while forests can store approximately one-third of annual carbon emissions from burning fossil fuels globally.

Next steps

We’ve made some progress on reporting in terms of natural capital in 2020, but there’s still work to be done. We aim to expand our analysis to our credit investment funds as well. In general terms, we aim to steer these figures in the right direction in 2021 and beyond by setting targets and by further enhancing and implementing our responsible investment policies.



7 The Private Markets Fund's figures are not included in the graph "Alignment of our assets under management in Kempen sustainable equity funds with natural themes".






Our value creation

38

SOCIAL CAPITAL

In line with the International Integrated Reporting Framework, we define social capital as the relationships within and between groups of stakeholders. In our case, social capital includes the social impact we make via our client assets.

Our approach

We preserve and create wealth, growth and job opportunities for society by passing on financial capital to companies and other organisations. Our relationship with  clients is one of our most important assets. We increase social capital by investing client assets in sustainable and impact funds that contribute specifically to social goals, such as health and education, or basic needs, such as food and clean water. But as a result of our investment of client assets and our lending activities, in some cases there may be negative impacts, such as on labour rights, human rights or other social issues in our supply chains.

Responsible and sustainable investment

As with natural capital, the biggest social impact we make relates to how we invest our assets under management. Our responsible investment policy therefore also covers social issues extensively. We engage with fund managers and investee companies on a broad range of ESG topics, including social issues such as human rights and labour rights, and we exercise our voting rights at AGMs. If fund managers or investees are not willing to comply with our minimum social standards, we may choose to divest. In addition to our responsible investment approach, we also offer sustainable solutions. These contain more exclusion criteria and a best-in-class approach.



For a full description of our ESG policy (including our voting policy and voting records), see kempen.com/en/asset-management/esg.

Ethics and integrity

The financial sector is built on trust, and a healthy culture and ethical behaviour are needed to sustain this trust with all our stakeholders.

The Banking Code, with which we comply, sets out principles for sound and controlled business operations, corporate governance, risk management policies, and audit and remuneration policies. Its scope includes the integrity of the organisation (for more information, see page 92). As stated in the Banking Code, the Statutory and Supervisory Boards are responsible for developing and maintaining standards of integrity and ethical behaviour.

Our Code of Conduct, to which every employee must adhere, goes further than complying with relevant legislation. It includes guidelines on how employees should act with integrity and balance the interests of all stakeholders. Our Code also includes the Banker’s Oath, which all our employees are required to sign. For more information, see vanlanschotkempen.com/en/governance.

There are various internal mechanisms for employees who are seeking advice, or for reporting concerns about ethical issues, unethical or unlawful behaviour, and organisational integrity – for example, via their managers and the Compliance department. We have a whistleblower policy and a complaints procedure in place; we have also appointed an adviser who employees can speak to confidentially.

We steer and monitor the value we create in terms of social capital through a number of KPIs:

KPIs

Targets

Performance 2020

Performance 2019

Material topics

9. Net Promoter Score (NPS)
a. Private Banking
b. Evi
c. Asset Management


a. 10
b. 10
c. 20


a.26

b.5

c.n/a


a. 23
b. 10
c. 31

13

10. Merchant Banking: number of successful transactions with repeat Corporate Finance clients (five-year period)

60-70%

39%

n/a

11. Merchant Banking: bundled commission paid by repeat Securities clients

> 80%

95%

n/a

12. Asset Management: average Morningstar rating of investment strategies (institutional share class)

> 3.5

3.6

3.9

6, 14

13. Percentage of employees who positively evaluate our culture regarding ethical behaviour and integrity

> industry average of 84%

89%

77%

24

14. Private Banking sustainability ambition: AuM invested in sustainable and impact investment wealth management solutions

last year +10%

2020: €3,063m + €1,017m

2019: €2,046m
+ €728m

16

15. Asset Management sustainability ambition:
a. Percentage of internal and external fund managers on the approved list that meet the
    sustainability criteria
b. Engagement cases with companies that our funds invest in per year
c. Engagements for change for which at least one milestone has been reached in the
  past year


a. > last year

b. 80-100
c. 10-15


a.76%


b.116

c.61


a.n/a


b. 84

c. n/a



Our value creation

39

Client relations

The relationship with our clients is one of our most important assets. To measure their satisfaction and loyalty, we use the Net Promoter Score (NPS), which gives insight into client loyalty and the number of promoters of the organisation. The score lies within a range of -100 to 100 points, the higher the better. The formula is as follows: NPS = % promoters - % detractors. Promoters give the organisation a score of 9 or 10, whereas detractors award a score of between 0 and 6. The NPS that we measure is also known as Relationship NPS. We measure this three times a year for Private Banking, twice a year for Evi, and once every two years for Asset Management.

In 2020, our Private Banking clients1 awarded us an NPS of 26, higher than our target of 10. This can be attributed to a significantly higher score in Q4 2020, during which the percentage of clients with whom there was no contact decreased. Satisfaction regarding our investment services also increased, which could relate to the rebound of financial markets in the last quarter. 

The NPS for Evi decreased to 5 in 2020, lower than our target of 10. Compared with 2019, Evi clients indicated a lower level of satisfaction regarding their investment results. However, 85% indicated it was "likely" to "very likely" that they would remain a client.

For Asset Management, we measure NPS once every two years, as the relationships with – and solutions provided to – institutional clients do not change as quickly as can be the case with private clients. The last time we measured the NPS for Asset Management was in 2019, when our clients awarded us a score of 31, above our target of 20.

In addition to NPS, two new KPIs were added in 2020 to measure our progress in building long-term client relationships with our Merchant Banking clients. Among our Corporate Finance clients, this is measured via the percentage of successful transactions with repeat clients during a year. A client is defined as a repeat Corporate Finance client if they have made a successful transaction

with us in the past five years. The result on this KPI indicates whether existing clients are doing business with us again as well as our ability to acquire new clients. In 2020, 39% of transactions were with repeat clients, below our target range of 60-70%. This was due to the significant rise in the number of new clients for whom transactions were made. This increase was mainly caused by the impact of Covid-19, which resulted in a relatively large number of new life sciences clients within our ECM business.

Client satisfaction among our Securities clients is measured in a similar way: the percentage of repeat Securities clients paying bundled commission for our research in the past 12 months, compared with the previous 12-month period. Given the importance of building long-term client relationships, the target has been set at 80%. At 95%, the 2020 result is significantly above our target.

A crucial element in our relationship with clients is the extent to which their expectations are met by the quality and effectiveness of our solutions. The quality of our investment strategies is measured via the average Morningstar rating of these strategies in the institutional share class. At the end of 2020, the average rating was 3.6, meeting our target.

Ethical behaviour

Our approach to ethical behaviour is described on the previous page. We monitor whether our employees positively evaluate our culture regarding ethical behaviour and integrity via employee surveys. Employees are asked to evaluate whether we operate with integrity in both our internal and external dealings, and if they feel they could report dishonest or unethical practices without fear of reprisal. The outcome is benchmarked against other financial services firms (by an external organisation) and was above the industry average at the end of 2020, in line with our target.

In 2020, there was one ethical incident reported, which has since been handled according to the relevant policies and procedures.

Quantifying our value creation

Overview of social capital: inputs and outputs


Input (€ million)

From

Amount 2020

Amount 2019

Output (€ million)

For

Amount 2020

Amount 2019

Social capital input has not yet been quantified

Client investments (AuM)2

S

31.9

n/a

Mortgages

S

n/a

n/a

Other loans

S

n/a

n/a

S: society

As the table shows, our main impact on social capital – both positive and negative – is via the products and solutions we provide. Although we acknowledge that we use social capital as inputs – such as our brand reputation and stakeholder recognition – we don’t know yet how to quantify or monetise these, which is why there are no data in the left-hand side of the table.

Our client investments and social value creation

As with natural capital, we made an initial step in terms of quantifying the social capital outcomes of our clients’ assets. In 2020, we undertook a preliminary first assessment of the social capital alignment of Kempen’s sustainable equity funds with seven social themes.3 

1 Only clients who belong to Private Banking's target group.

2 Based on four sustainable funds with a total value of €876 million.

3 Until now, we have not been proactively steering on contributing to these seven social themes through our investments in listed asset classes, which is why we use the term “alignment” instead

  of “contribution” at this stage.



Our value creation

40

These funds comprise the Kempen European Sustainable Value Creation Fund, Kempen Global Sustainable Value Creation Fund, Kempen Global Sustainable Equity Fund and Kempen Sustainable European Small-cap Fund, with a total value of €876 million – the same funds used to quantify our

natural capital outcomes. In our assessment, we focused on the goods and services provided by our investee companies that are associated with the social themes, such as health and well-being, reduced inequality, and clean water and sanitation.

Alignment of our assets under management in Kempen sustainable equity funds with social themes (in €1,000 per million euros invested)

Based on our assessment, the Kempen sustainable equity funds in aggregate over 2020 (€876 million) made a net positive contribution of €31.9 million to the social themes. As shown by the graph, for every million euros invested in the Kempen sustainable equity funds in aggregate over 2020, there was a positive alignment of €44,647 with health and €16,644 with basic needs such as no poverty, education, clean water and energy. There were also two negative impacts, on hunger and health respectively, but in both cases performance was better than the benchmark (as shown by the horizontal lines in the graph). If the €876 million were to be invested in the benchmarks of these sustainable equity funds instead, the social capital alignment would be estimated at €12.1 million. For more information about industry benchmarks, visit kempen.com/en/asset-management.

Sustainable Value Creation Fund

The Sustainable Value Creation Fund actively selects investee companies that make a social contribution. The fund has several pharmaceutical companies in its portfolio, which align with the social theme of health and well-being in the context of the Covid-19 pandemic (as shown in the third bar of the graph above). However, we are aware that such pharmaceutical companies also have negative impacts.

The two cases below are examples of how the fund contributes to social capital.

Firstly, Roche was in the spotlight in March 2020 due to its lysis buffer solution recipe in relation to Covid-19 test kits. Along with other investors, we asked Roche to share this medical information with the Dutch government and other suitable parties to ramp up testing capabilities for Covid-19. The specific recipe was subsequently released and made widely available.

Secondly, Novo Nordisk has continued to contribute to the health of patients needing insulin, even during the Covid-19 pandemic. The company has reduced the price of human insulin from US $4 to $3 per vial to ensure access for uninsured people globally. Because of this, millions of people from 76 countries received access to low-priced insulin in 2020. If patients take their medication correctly and adopt a healthy lifestyle, their life expectancy can reach the same level as people without such a diagnosis. Under this assumption, Novo Nordisk’s products in the diabetes market save 360 million years of total life expectancy for its patients.




Our value creation

41

Global Impact Pool

The Global Impact Pool (GIP) aims to reach underserved consumers around the world with essential healthcare and financial services. Its goal is to promote inclusive and sustainable economic growth, employment and decent work for all. Access to high-quality affordable healthcare services is a critical unmet need for consumers in East Africa and Southeast Asia. In addition, financial services are able to help marginalised consumers and local businesses access capital and afford the insurance or banking services they need. In 2020, the GIP reached €108 million (2019: €100 million).

Mortgages

On the Private Banking side, our mortgages also contribute to realising social impacts. Scientific research indicates that home ownership contributes to higher levels of well-being and better safety in neighbourhoods. We have not yet quantified such impacts from our mortgages in monetary terms.

Next steps

We’ve made progress on reporting in terms of social capital in 2020, but there’s still work to be done. We aim to expand our analysis to our other equity funds and credit investment funds as well. In addition, we’re continuing to make progress in quantifying the social capital impact of our mortgages and other loans. We aim to steer these figures in the right direction in 2021 and beyond by setting targets and by further enhancing and implementing our sustainable investment policies.

VAN LANSCHOT KEMPEN FOUNDATION

We aim to support community projects that help create a better world for future generations. The activities of the Foundation focus on four themes: financial education and talent development, health, art and culture, and social cohesion via sport. The aim is to make the largest possible positive impact on people who need our support. An important feature of our Foundation activities is that we always seek to combine a financial donation with the – pro bono – deployment of Van Lanschot Kempen staff. By doing so, we hope to make a positive impact on society as well as on our employees. Participation in Foundation activities connects our staff to new people and unfamiliar situations, resulting in new experiences and energy.


Because the Covid-19 pandemic made it difficult to set up physical (in-person) activities in which our staff could participate, the Foundation had to seek a new approach to reach its goals. In June, we therefore invited our employees and clients to join a Covid-19 fundraising project. Together with our partners – JINC, Fonds Gehandicaptensport, De Zonnebloem, Humanitas and LUMC – we selected five specific pandemic-related projects that were in need of additional funds. The Foundation decided to use a portion of its budget for these projects, and a large number of employees and clients responded and donated to these projects as well. Within three months, more than €66,000 was raised – a positive result in these difficult times. For further details on the Foundation and its annual report, see vanlanschotkempen.com/en/vlkf.







SPONSORSHIP

Arts sponsorship is an integral part of our market positioning as a wealth manager. The support we give to the arts, artists and museums helps to both preserve and expand our cultural heritage. Sports are also an important driver of well-being in society, and as such are a secondary focus of our support. Our main sponsorship activities in 2020 were as follows:

Van Lanschot Kempen is the main sponsor of Het Concertgebouw in Amsterdam. This five-year partnership fits with our focus on preserving and creating wealth in the broadest sense of the word.

The Van Lanschot Kempen Art Prize is presented to a mid-career contemporary artist whose work best conveys the spirit of the age to future generations.

In November 2020, Van Lanschot Kempen became a partner of the Topsport Community. This three-year partnership connects the worlds of top sport, business, science and culture, and focuses on sharing knowledge.

Van Lanschot Private Banking became the main partner of the Van Gogh Museum in 2020. This three-year partnership is the result of successful collaboration between the museum and our company since 2015.

Evi has sponsored the women’s beach volleyball duo Madelein Meppelink and Sanne Keizer since 2017. Due to the postponement of the Olympic Games to 2021, we have decided to extend this sponsorship by one year until the end of 2021.

Kempen is the principal sponsor of the Nereus student rowing club in Amsterdam; this sponsorship will end in March 2021.







Progress report

43

FINANCIAL PERFORMANCE

Key financial data


€ million

2020

2019

H2 2020

H1 2020

Statement of income

Net result

49.8

98.4

-49%

40.4

9.5

Underlying net result

51.0

108.8

-53%

41.6

9.5

Efficiency ratio (%)

85.7

75.5

79.2

93.2

€ billion

31/12/2020

31/12/2019

30/06/2020

Client assets

115.0

102.0

13%

103.4

11%

Assets under management

99.0

87.7

13%

89.2

11%

Assets under monitoring and guidance

3.2

3.1

2%

3.2

1%

Assets under administration

2.7

1.6

68%

1.2

Savings and deposits

10.1

9.5

6%

9.8

3%

€ million

31/12/2020

31/12/2019

30/06/2020

Statement of financial position and capital management

Equity attributable to shareholders

1,254

1,211

4%

1,225

2%

Equity attributable to AT1 capital securities

102

102

0%

102

0%

Equity attributable to non-controlling interests

0

4

0

-43%

Savings and deposits

10,141

9,545

6%

9,826

3%

Loans and advances to clients

8,448

8,598

-2%

8,477

0%

Total assets

15,149

14,319

6%

14,901

2%

Funding ratio (%)

120.0

111.0

115.9

Risk-weighted assets

4,195

4,205

0%

4,195

0%

Common Equity Tier 1 ratio (%)1

24.3

23.8

24.0

Tier 1 ratio (%)1

25.4

25.0

25.1

Total capital ratio (%)1

27.4

26.9

27.0

2020

2019

H1 2020

Key figures

Weighted average of outstanding ordinary shares (x 1,000)

40,989

40,974

0%

40,964

0%

Underlying earnings per ordinary share (€)

1.08

2.52

-57%

0.15

Return on average Common Equity Tier 1 capital (%)2

4.4

10.5

1.2

Number of staff (FTEs at period end)

1,564

1,560

0%

1,519

3%

Market developments

In 2020, we saw exceptional market circumstances related to Covid-19. In March and April, the pandemic sparked a chain of events in the markets that led to increased volatility and illiquidity. The deteriorating economic outlook triggered an unprecedented monetary policy response from central banks and governments around the world. In the second half of 2020, the financial markets showed a swift recovery.

Results

Despite these exceptional circumstances, in 2020 we saw commercial segments developing well, which resulted in a net profit of €49.8 million (underlying net result: €51.0 million). This allows us to propose a dividend of €0.70 per share. Payment of dividends will be made in two parts, as we are following the recommendation of the European

Central Bank (ECB) and De Nederlandsche Bank (DNB) to limit the payment of dividends until 30 September 2021.

The 49% decline in net result compared with 2019 is due to several factors. Firstly, following the impact of the pandemic on financial markets, we suffered a significant loss on our structured products activities. Secondly, interest income declined as a result of the ongoing low interest rate environment. Thirdly, we did not account for exceptional items in 2020, whereas 2019 saw the sale of our stakes in AIO II and VLC & Partners, which were partly offset by an impairment of goodwill.

Following the exceptional market circumstances relating to Covid-19 in the first half of 2020, which led to a net profit of €9.5 million, we saw all commercial segments develop well in the second half of the year, with a net profit of €40.4 million as a result.

1 Full-year 2020 and 2019 including retained earnings; half-year 2020 excluding retained earnings.

2 Return on average Common Equity Tier 1 capital is calculated based on underlying net result.



Progress report

44

Client assets grew to €115.0 billion (2019: €102.0 billion), while our assets under management (AuM) increased by 13% to €99.0 billion. This growth was driven by a net inflow of €6.9 billion and positive market performance of €3.4 billion.


With the completion of our acquisition of Hof Hoorneman Bankiers, we have been able to welcome their clients with €2.0 billion in assets. We expect to complete the integration of clients, employees and funds by the end of 2021. At the end of 2020, we included this acquisition in our balance sheet and client assets, because we gained decisive control from the date we obtained declarations of no objection by the regulators.

Financial results (€ million)

2020

2019

H2 2020

H1 2020

Commission

296.4

290.4

2%

147.5

148.9

of which securities commissions

247.4

241.8

2%

124.3

123.1

of which other commissions

49.1

48.6

1%

23.2

25.8

Interest

152.1

175.3

-13%

75.1

77.0

Income from securities and associates

17.7

50.5

-65%

17.1

0.6

Result on financial transactions

-32.3

-7.4

-7.0

-25.3

Income from operating activities

434.0

508.7

-15%

232.7

201.3

Staff costs

239.3

238.5

0%

121.7

117.6

Other administrative expenses

115.3

127.9

-10%

52.4

62.8

– of which regulatory levies and charges

11.1

11.6

-4%

3.2

7.9

Depreciation and amortisation

17.2

17.7

-3%

10.2

7.1

Operating expenses

371.8

384.1

-3%

184.3

187.5

Gross result

62.2

124.7

-50%

48.5

13.7

Addition to loan loss provisions

1.9

-12.1

0.6

1.3

Other impairments

34.9

-100%

-0.2

0.2

Impairments

1.9

22.9

-92%

0.4

1.5

Operating profit before tax of non–strategic investments

1.7

37.8

-96%

0.9

0.7

Operating profit before special items and tax

62.0

139.6

-56%

49.0

13.0

Strategic investment programme

11.1

-100%

Amortisation of intangible assets arising from acquisitions

6.2

6.2

0%

3.1

3.1

Restructuring charges

1.6

2.8

-43%

1.6

Operating profit before tax

54.2

119.5

-55%

44.3

9.9

Income tax

4.4

21.1

-79%

4.0

0.4

Net result

49.8

98.4

-49%

40.4

9.5

Underlying net result

51.0

108.8

-53%

41.6

9.5

Underlying net result (€ million)

2020

2019

H2 2020

H1 2020

Net result

49.8

98.4

-49%

40.4

9.5

Strategic investment programme

11.1

-100%

Restructuring charges

1.6

2.8

-43%

1.6

Tax effects

-0.4

-3.5

-89%

-0.4

Underlying net result

51.0

108.8

-53%

41.6

9.5


Private Banking, Asset Management and Merchant Banking made a positive contribution to the underlying net result. Evi is moving towards break-even point. The net result of the Other activities segment is negative, and includes the loss on our structured products activities (-€35.1 million). As of 2020, our structured products activities moved from Merchant Banking to our Treasury department in the Other activities segment, due to the shift in our organisational structure from a business line-driven organisation to a function-based structure. Comparative 2019 figures have been adjusted accordingly.

The underlying net result for 2020 is the net result adjusted for costs associated with restructuring charges and tax effects (€1.2 million net effect).

Underlying net result by segment

(€ million)



Progress report

45

Operating segments in 2020 (€ million)

Private
Banking

Evi

Asset
Management

Merchant
Banking

Other
activities

Total

Statement of income

Net interest income

137.6

2.9

0.1

0.0

11.5

152.1

Income from securities and associates

0.1

17.6

17.7

Net commission income

134.1

5.3

105.3

48.9

2.7

296.4

Result on financial transactions

1.2

-0.1

2.8

-36.2

-32.3

Total income from operating activities

272.9

8.2

105.5

51.7

-4.3

434.0

Staff costs

87.2

2.3

51.7

24.6

73.6

239.3

Other administrative expenses

58.6

5.4

13.8

7.1

30.3

115.3

Allocated internal expenses

64.0

1.6

12.9

9.7

-88.2

Depreciation and amortisation

1.4

0.0

0.1

0.3

15.4

17.2

Total expenses

211.1

9.3

78.6

41.7

31.0

371.8

Operating result before tax

61.8

-1.1

26.9

10.0

-35.4

62.2

Impairments

2.2

-0.3

1.9

Operating result before tax of non-strategic investments

1.7

1.7

Operating result before one-off charges and tax

59.6

-1.1

26.9

10.0

-33.3

62.0

Strategic investment programme

Amortisation of intangible assets arising from acquisitions

4.7

0.8

0.8

6.2

Restructuring charges

1.6

1.6

Operating result before tax

53.3

-1.1

26.1

10.0

-34.1

54.2

Income tax

13.4

-0.3

7.2

2.7

-18.7

4.4

Net result

39.9

-0.8

19.0

7.3

-15.4

49.8

Underlying net result 2020

41.1

-0.8

19.0

7.3

-15.4

51.0




Progress report

46

Operating segments in 2019 (€ million)

Private
Banking

Evi

Asset
Management

Merchant
Banking

Other
activities

Total

Statement of income

Net interest income

154.0

3.2

0.1

0.0

18.1

175.3

Income from securities and associates

-0.7

51.2

50.5

Net commission income

130.1

5.1

101.7

49.5

4.0

290.4

Result on financial transactions

1.2

3.5

-12.1

-7.4

Total income from operating activities

285.3

8.2

101.1

52.9

61.2

508.7

Staff costs

92.7

3.5

49.9

23.7

68.7

238.5

Other administrative expenses

55.4

5.4

16.3

8.3

42.6

127.9

Allocated internal expenses

69.5

2.2

13.3

9.1

-94.2

Depreciation and amortisation

1.6

0.0

0.1

0.0

16.0

17.7

Total expenses

219.1

11.1

79.6

41.1

33.1

384.1

Operating result before tax

66.2

-2.9

21.5

11.8

28.0

124.7

Impairments

-11.2

34.0

22.9

Operating result before tax of non-strategic investments

37.8

37.8

Operating result before one-off charges and tax

77.4

-2.9

21.5

11.8

31.8

139.6

Strategic investment programme

11.1

11.1

Amortisation of intangible assets arising from acquisitions

4.7

0.8

0.8

6.2

Restructuring charges

2.3

-0.1

0.6

2.8

Operating result before tax

59.3

-2.9

20.8

11.8

30.5

119.5

Income tax

15.3

-0.8

5.6

3.3

-2.3

21.1

Net result

44.0

-2.1

15.2

8.5

32.8

98.4

Underlying net result 2019

54.0

-2.1

15.1

8.5

33.2

108.8

Commission

Commission (€ million)

2020

2019

H2 2020

H1 2020

Securities commissions

247.4

241.8

2%

124.3

123.1

Management fees

225.4

219.7

3%

115.1

110.3

Transaction fees

21.9

22.1

-1%

9.2

12.7

Other commissions

49.1

48.6

1%

23.2

25.8

Commission

296.4

290.4

2%

147.5

148.9

Commission income accounted for 68% of our total operating income (2019: 57%). Securities commissions increased by 2% due to higher income from management fees, reflecting the growth in assets under management at Private Banking, Evi and Asset Management as a result of a higher average AuM volume in 2020 and the realised net inflows across all business units. The higher market volatility in 2020 led to higher transaction fees at Private Banking and lower realisation at Merchant Banking. Other commissions increased, mainly due to the result of Corporate Finance and Equity Capital Markets (ECM) deals at Merchant Banking.

Annualised recurring management fees (run rate) were at a similar level to year-end 2019. In the first quarter of 2020, we saw the run rate decline by 13% because of the challenging market conditions, but the run rate recovered fully over the rest of the year.


Commission income by segment

(€ million)




Progress report

47

AuM margin –

Private Banking

(bps)

AuM margin –

Asset Management

(bps)

    

Private Banking’s total commission income rose by €4.0 million compared with 2019 due to the growth in assets under management. Transaction fees at Private Banking are €3.0 million higher compared with 2019, as market volatility led to a high number of trades. Private Banking’s margins on assets under management are fairly stable.

Evi’s commission income went up by €0.3 million to €5.3 million due to growth in assets under management, mainly as a result of the partnership between Evi and a.s.r. bank. 

Asset Management’s 2020 commissions increased by €3.6 million compared with 2019. This growth was driven by an increase in commissions from both investment strategies (mainly credit strategies and real assets strategies) and new fiduciary mandates. Average margins fell from 18 basis points in 2019 to 16 basis points in 2020, due to a change in the composition of assets under management, as inflow was mainly achieved in fiduciary management: €6.0 billion out of total inflow of €5.4 billion.

Merchant Banking performed well in 2020, with commission income of €48.9 million at a level comparable with 2019. The result of Corporate Finance and ECM deals was €36.2 million, above 2019's result of €34.9 million. Transaction fees fell, due to a lower transaction volume partly due to market circumstances surrounding Covid-19. Under normal market circumstances, clients are willing to pay for access to liquidity. In the first half of 2020, due to the higher market volatility, the liquidity in the market was much higher than under usual market circumstances. Clients were able to use this higher liquidity to trade via low-touch trading and did not need to use our trading services, or trades were made at a lower price level.

Interest

Interest (€ million)

2020

2019

H2 2020

H1 2020

Gross interest margin

169.9

186.9

-9%

84.1

85.8

Interest income and charges on hedge derivatives

-5.4

-2.1

-3.5

-1.9

Interest equalisation

-19.7

-16.9

16%

-10.3

-9.4

Clean interest margin

144.8

167.9

-14%

70.3

74.6

Miscellaneous interest income and charges

4.0

4.9

-19%

2.9

1.1

Loan commission

3.3

2.4

35%

2.0

1.3

Interest

152.1

175.3

-13%

75.1

77.0

The current interest rate climate continues to put pressure on our interest income. Our 2020 interest income of €152.1 million was 13% down on the €175.3 million realised in 2019. The continued run-off of Corporate Banking loans has also led to lower interest income. The Corporate Banking loan portfolio contracted by €123 million to €195 million.

The gross interest margin includes the one-off effect of a positive revaluation of interest claims to the tune of €1.0 million, to be received from DSB Bank. In 2019, the one-off effect of this interest claim was €3.9 million.3 

The impact of charging negative interest rates is a plus of €4.6 million. In the first quarter, we charged negative interest rates on volumes over €2.5 million. In the second and third quarters, we charged negative interest rates on volumes over €1.0 million; and in the fourth quarter, we lowered this threshold to over €0.5 million.

In comparison with year-end 2019, the interest margin4 fell by 16 basis points to an average of 103 basis points. The “clean interest margin” declined by 15 basis points compared with its level at the end of 2019, to 98 basis points at the end of 2020.

The balance of interest income and charges on hedge derivatives deteriorated from -€2.1 million in 2019 to

-€5.4 million in 2020.

Miscellaneous interest income and charges went down from €4.9 million to €4.0 million. This is the result of income from early redemption fees driven by many early prepayments, partly offset by a provision for the decision by the Dutch financial services complaints tribunal (Kifid). This decision – which related to a revised calculation of fees for early repayments and interest conversion – led to a provision of €5.1 million in compensation for mortgage clients.

3 DSB Bank was a Dutch bank that failed in 2009. All Dutch banks contributed to the deposit guarantee scheme to indemnify DSB savers.

4 The interest and clean interest margin are calculated on the basis of a 12-month moving average and exclude the one-off DSB Bank effect.



Progress report

48

Income from securities and associates

Income from securities and associates (€ million)

2020

2019

H2 2020

H1 2020

Dividend

8.3

7.7

8%

7.7

0.6

Capital gains

0.6

24.0

-98%

0.4

0.2

Valuation gains and losses

8.8

18.9

-53%

9.1

-0.2

Income from securities and associates

17.7

50.5

-65%

17.1

0.6

Income from securities and associates relates to investments of our equity investment company Van Lanschot Participaties and our investment in Bolster Investments Coöperatief UA. We also take positions in our own investment funds, for instance by providing seed capital or in order to align with our clients’ interests.

Dividend income rose to €8.3 million, from €7.7 million in 2019. In general, we have stakes in sectors that were not heavily impacted by Covid-19.

Capital gains were down by €23.4 million in 2020, reflecting their high level in 2019 as a result of the sale of our 49% stake in VLC & Partners (€17.1 million) and the sale of part of our stake in Marfo Food Group (€6.5 million).

Valuation gains and losses fell by €10.0 million to €8.8 million in 2020. This reflects a mix of positive results in our participation portfolio, mainly due to a liquidity event in one of our portfolios and the lower result of our co-investments compared with last year.

The total result of our co-investments is -€0.9 million, consisting of -€1.2 million on our own funds and €0.3 million on hedges. The hedges are reported under Result on financial transactions. After a negative first half of 2020, we saw recovery in the results of our co-investments in the second half of the year.

Result on financial transactions

Result on financial transactions (€ million)

2020

2019

H2 2020

H1 2020

Result on securities trading

2.1

3.5

-39%

2.7

-0.5

Result on currency trading

8.2

8.9

-8%

3.5

4.6

Result on investment portfolio

0.4

0.6

-41%

0.6

-0.2

Result on hedges

-38.7

-13.2

-12.8

-25.9

Other income

-4.3

-7.3

-41%

-1.0

-3.3

Result on financial transactions

-32.3

-7.4

-7.0

-25.3

Result on financial transactions decreased by €24.9 million due to the loss on our structured products activities of €35.1 million. This loss was mainly due to the exceptional volatility and illiquidity of certain segments of the financial markets in 2020. Our structured products activities recorded losses of €27.3 million in the first half of the year, deepening to €35.1 million by year-end 2020. The loss in the second half of 2020 was incurred due to the further hedging of risks in the existing portfolio, which entailed higher costs. In response to the loss in the first quarter of the year, we are working with a tightened risk appetite. We hedge new positions one-to-one, and are gradually reducing existing positions. We expect these existing positions to be largely reduced over the next three years.

During this time, we expect to incur costs to hedge these existing positions.

The €2.1 million recorded in Result on securities trading reflects a positive performance of the trading book. Trading activities are the result of client facilitation only, mainly providing liquidity to clients.

Result on currency trading was relatively stable compared with 2019.

Result on hedges fell in comparison with 2019, by €25.5 million, due to the loss in our structured products activities.

Operating expenses

Operating expenses (€ million)

2020

2019

H2 2020

H1 2020

Staff costs

239.3

238.5

0%

121.7

117.6

Other administrative expenses

115.3

127.9

-10%

52.4

62.8

– of which regulatory levies and charges

11.1

11.6

-4%

3.2

7.9

Depreciation and amortisation

17.2

17.7

-3%

10.2

7.1

Operating expenses

371.8

384.1

-3%

184.3

187.5

As previously indicated, we expected operating expenses to rise slightly for 2020. However, they actually fell 3% to €371.8 million (2019: €384.1 million), reflecting a proactively implemented package of cost-saving

measures – partly structural and partly one-off – at the end of the first quarter. With the acquisition of Hof Hoorneman Bankiers, operating costs will be at a higher level in 2021 than they were in 2020.





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49

Staff costs

At €239.3 million, staff costs were at the same level as in 2019. Our previously announced expectation that they would increase was due to a new pension agreement as well as the harmonisation and modernisation of employment conditions. A combination of cost-saving measures and fewer full-time equivalent (FTE) staff (excluding employees from Hof Hoorneman Bankiers) means that the expected cost increase is being largely offset.

At year-end 2019, we employed 1,560 FTEs. As of 2020, an FTE equals 40 working hours for all employees, instead of 36 hours for some employees, as previously. This adjustment had an impact of around 40 FTEs, which led to an adjusted number of FTEs of around 1,520 as of 1 January 2020. Excluding employees of our non-strategic investments, at year-end 2020 we employed 1,564 FTEs. The increase is mainly explained by our acquisition of Hof Hoorneman Bankiers, resulting in an additional 58.7 FTEs.

Other administrative expenses

Other administrative expenses amounted to €115.3 million in 2020, 10% below the figure for 2019 (€127.9 million). 

The decrease is related to lower marketing costs, as well as travel expenses due to Covid-19 and IT project costs. IT project expenses amounted to €15.3 million (2019: €19.7 million). Regulatory costs decreased by €0.5 million to €11.1 million in 2020. This item consists of supervisory costs, the deposit guarantee scheme, the single resolution fund and Belgian banking tax.

Depreciation and amortisation

Depreciation and amortisation fell to €17.2 million, mainly as a result of book profit realised on the sale of one of our former office buildings (€2.3 million).

Efficiency ratio

The efficiency ratio – i.e. the ratio of operating expenses (excluding costs incurred for our strategic investment programme, amortisation of intangible assets arising from acquisitions and restructuring charges) to income from operating activities – deteriorated to 85.7% in 2020 from 75.5% in 2019. This fall was mainly driven by the loss on our structured products activities.

Impairments

Impairments (€ million)

2020

2019

H2 2020

H1 2020

Private Banking

2.2

-11.2

1.0

1.2

– Of which Corporate Banking loans

1.8

-4.3

0.8

0.9

Other

-0.3

-0.9

-61%

-0.4

0.0

Addition to loan loss provisions

1.9

-12.1

0.6

1.3

Impairment on goodwill and intangible assets

34.9

Impairment on investments and participating interests

-0.2

0.2

Other impairments

34.9

-0.2

0.2

Impairments

1.9

22.9

-92%

0.4

1.5

Addition to loan loss provisions

In 2020, we saw limited impact on our loan portfolio and impairments from Covid-19. We benefited from winding down our Corporate Banking loan book, which lowered the credit risk of our loan portfolio. As a result, only €1.9 million was added to our loan loss provisions in 2020. Private Banking loans accounted for €0.5 million.

IFRS 9 models were deemed too optimistic for certain clients and industries, given the current circumstances due to Covid-19. The net €1.9 million addition to loan loss provisions therefore includes a management overlay of €4.9 million. This is the result of extensive client monitoring and sector analysis, leading to adjustments in the stage classification of some clients.

In 2020, the addition to loan loss provisions relative to average risk-weighted assets worked out at four basis points, (2019: release of 27 basis points).

Non-strategic investments

We currently have majority stakes in two non-strategic financial investments, Holonite (Holowell BV) and Allshare.

Our aim is to divest our shareholdings in these non-strategic investments over time. The operating profit (before tax) from our portfolio of equity holdings amounted to €1.7 million in 2020, down from €37.8 million in 2019 (which was an exceptionally good year because of the sale of AIO II). Excluding the book profit and operating result of AIO II, non-strategic investments in 2019 contributed to €1.7 million, the same level as 2020.

Special items

We recognised €1.6 million in special items in 2020 for restructuring charges relating to Hof Hoorneman Bankiers, based on management expectations. With the acquisition of Hof Hoorneman Bankiers, 58.7 FTEs have been added to our workforce. Employees will be offered the choice either to join Van Lanschot Kempen or to make use of a severance arrangement.

Compared with €20.1 million in 2019, the decrease is due to finalising the strategic investment programme in 2019 and lower restructuring charges.

Special items (€ million)

2020

2019

H2 2020

H1 2020

Strategic investment programme

11.1

-100%

Amortisation of intangible assets arising from acquisitions

6.2

6.2

3.1

3.1

Restructuring charges

1.6

2.8

-43%

1.6

Special items

7.8

20.1

-61%

4.7

3.1



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Income tax

Income tax for 2020 amounted to €4.4 million (2019: €21.1 million), which translates to an effective tax rate of 8.1% compared with 17.7% in 2019. Our effective tax rate is lower than the general Dutch tax rate of 25% due to

income from our private equity portfolio being covered by equity exemption rules. Our income tax also decreased due to the deduction of coupon payments on our AT1 instrument in line with new tax regulations, which also led to an adjustment of our taxes for previous financial years.

Earnings per share

Earnings per share (€ million)

2020

2019

H2 2020

H1 2020

Net result

49.8

98.4

-49%

40.4

9.5

Share of non–controlling interests

-0.1

-0.4

-80%

-0.1

0.0

Share of holders of AT1 capital securities

-6.8

-5.1

33%

-3.4

-3.4

Net result for calculation of earnings per ordinary share

43.0

92.9

-54%

36.9

6.1

Earnings per ordinary share (€)

1.05

2.27

-54%

0.90

0.15

Underlying net result for calculation of earnings per ordinary share

44.2

103.3

-57%

38.1

6.1

Underlying earnings per ordinary share (€)

1.08

2.52

-57%

0.93

0.15

Weighted number of outstanding ordinary shares (x 1,000)

40,989

40,974

40,964

Share of holders of AT1 capital securities relates to the coupon of the €100 million Additional Tier 1 bond we issued in March 2019. The coupon on this bond is 6.75%. These securities count as Tier 1 qualifying capital when determining capital adequacy. Profit attributable to non- controlling interests of €0.1 million in 2020 decreased compared with 2019 due to discontinuing the management investment plan for selected staff at Kempen (Kempen MIP) as of 2020, as a result of the merger of Van Lanschot NV and Kempen & Co NV into Van Lanschot Kempen Wealth Management NV. 

Client assets

We will propose to pay a 2020 cash dividend to Van Lanschot Kempen shareholders of €0.70 per share, with a pay-out ratio of 65% based on the underlying net result attributable to shareholders (2019: €1.45, pay-out ratio of 57%). The pay-out ratio based on the net result attributable to shareholders amounts to 67% (2019: 64%). Payment of 2020 dividend will be made in two parts. The 2019 dividend pay-out was postponed at the request of DNB and ECB. It remains reserved on the balance sheet and is not included in our CET 1 capital. We aim to pay out the dividend when allowed by the authorities, which will not be before 30 September 2021.


Client assets (€ billion)

31/12/2020

31/12/2019

30/6/2020

Client assets

115.0

102.0

13%

103.4

11%

Assets under management

99.0

87.7

13%

89.2

11%

Savings and deposits

10.1

9.5

6%

9.8

3%

Assets under monitoring and guidance

3.2

3.1

2%

3.2

1%

Assets under administration

2.7

1.6

68%

1.2

Client assets

115.0

102.0

13%

103.4

11%

Private Banking

38.6

34.2

13%

33.1

17%

Evi

1.6

1.5

2%

1.6

-3%

Asset Management

73.7

65.1

13%

67.8

9%

Other

1.3

1.2

8%

0.9

40%


Total client assets had risen by 13% to €115.0 billion at year-end 2020, driven by growth in assets under management of €11.3 billion as a result of net inflow and positive market performance, at both Private Banking and Asset Management.




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Client assets (€ billion)

Private Banking

Evi

Asset Management

Other
activities

Total

Client assets at 31/12/2019

34.2

1.5

65.1

1.2

102.0

Assets under management in/outflow

1.4

0.1

5.4

6.9

Savings and deposits in/outflow

0.6

-0.1

0.0

0.5

Market performance of assets under management

0.3

0.0

3.1

3.4

Change in assets under monitoring and guidance

0.1

0.1

Change in assets under administration

0.0

0.1

0.1

Client assets acquisition

2.0

2.0

Client assets at 31/12/2020

38.6

1.6

73.7

1.3

115.0

Van Lanschot Private Banking

Client assets at Private Banking grew by 13%, mainly as    a result of the exceptionally high inflow in assets under management of €1.4 billion, realised in the Netherlands, Belgium and Switzerland. The acquisition of Hof Hoorneman Bankiers led to an increase in client assets of €2.0 billion. Positive market performance reflects recovery of the markets from the dip as a result of Covid-19.

At the end of 2020, assets under discretionary management made up 55% of total assets under management, which is the same as 2019. Total discretionary assets under management stood at €15.5 billion (year-end 2019: €13.6 billion) and total non-discretionary assets under management amounted to €12.5 billion (year-end 2019: €11.2 billion).


Client assets at Private Banking

(€ billion)

Evi van Lanschot

Assets under management grew by €0.2 to €1.2 billion in 2020, mainly driven by former a.s.r. bank clients as a result of the partnership between Evi and a.s.r. bank. This led to inflow of €157 million in assets under management, €51 million in savings and approximately 7,000 new clients. Our focus is on mass-affluent clients, and we are leveraging our experience at Private Banking to further strengthen the proposition and increase efficiency.

We are actively discouraging savings at Evi, and saw a downward trend in 2020. Starting in 2021 in Belgium, Evi products are being fully integrated into Van Lanschot Belgium's proposition.

Kempen Asset Management

Assets under management at Asset Management rose to €70.5 billion, with positive market performance of €3.1 billion. Fiduciary mandates showed a strong inflow of €6.0 billion, thanks to new mandates including some in the UK.

Investment strategies saw net outflows of €0.6 billion. A proportion of this was down to our credit strategies product – as some of the team left (which was handled well in-house) – and clients made certain strategic investment choices. The High Dividend Equity Fund is likewise facing an outflow, with clients diverting their assets to growth stocks and sustainable strategies. In parallel, the year also saw robust inflow into the Sustainable Value Creation Funds and Global Small-cap Fund. For more information on the performance of our investment strategies, see page 55.

Total client assets at Asset Management stood at €73.7 billion at year-end 2020 (year-end 2019: €65.1 billion).





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In addition to third-party funds, Asset Management also manages our Private Banking discretionary management mandates and Evi Beleggen products, with total assets under management of €12.5 billion at the end of 2020 (this amount is not included in Asset Management’s total assets under management of €70.5 billion).











Statement of financial position

Statement of financial position and capital management (€ million)

31/12/2020

31/12/2019

30/6/2020

Equity attributable to shareholders

1,254

1,211

4%

1,225

2%

Equity attributable to AT1 capital securities

102

102

0%

102

0%

Equity attributable to non-controlling interests

0

4

0

Savings and deposits

10,141

9,545

6%

9,826

3%

Loans and advances to clients

8,448

8,598

-2%

8,477

0%

Total assets

15,149

14,319

6%

14,901

2%

Funding ratio (%)

120.0

111.0

8%

115.9

4%

Loan portfolio

Loan portfolio (€ million)

31/12/2020

31/12/2019

30/6/2020

Mortgages

6,032

5,885

2%

5,992

1%

Other loans

1,809

1,906

-5%

1,785

1%

Private Banking loans

7,841

7,791

1%

7,777

1%

Corporate Banking loans

195

318

-39%

246

-21%

Mortgages distributed by third parties

476

553

-14%

520

-8%

Total

8,512

8,662

-2%

8,543

0%

Impairments

-64

-64

0%

-66

-3%

Total

8,448

8,598

-2%

8,477

0%

Our loan portfolio contracted to €8.4 billion. The run-off      of Corporate Banking loans resulted in a decrease of €0.1 billion in this portfolio, and the volume of mortgages distributed by third parties decreased as a result of repayments and a competitive pricing environment.

Van Lanschot Private Banking loans

The Private Banking loan portfolio is broken down into mortgages and other loans. Private Banking mortgages increased to €6.0 billion (2019: €5.9 billion) and make up 71% of our loan portfolio (2019: 68%), primarily to high net-worth individuals.

The weighted average loan-to-value (LTV) ratio (based on foreclosure value) remained stable at 75%.

Other Private Banking loans comprise loans to high net-worth individuals as well as business loans that fit into the Private Banking relationship model. These other loans fell to €1.8 billion (year-end 2019: €1.9 billion), due to a decrease in current accounts (of one large client in particular).

In the light of the Covid-19 pandemic, we decided to grant moratoria and coronavirus-specific loans to clients. Only a limited number of clients decided to make use of these, with €5.3 million of new coronavirus-related exposure at year-end 2020, granted to 93 clients. The majority of these loans and moratoria were granted as new current account loans, with some as short-term loans or by raising existing limits.




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Van Lanschot Corporate Banking loans

At the end of 2020, Corporate Banking loans totalled €195 million (year-end 2019: €318 million) and accounted for 2% of our total loan portfolio.

Mortgages distributed by third parties

The portfolio of mortgages distributed by third parties consists of regular Dutch mortgages. It is intended to

supplement our investment portfolio and enable us to generate attractive returns on available liquidity. It accounts for 6% of our total loan portfolio, with a volume of €0.5 billion.

Provisions

We take provisions for the impaired loans in our loan book. Impaired loans totalled €186 million at the end of 2020,  and decreased by 20% compared with 2019 (2019:

€234 million). The Stage 3 provisions for these loans amounted to €52 million, working out at a coverage ratio of 28%. The total impaired ratio improved from 2.7% to 2.2% at the end of 2020, as impairments decreased faster than the total loan portfolio, and the total coverage ratio rose from 23% to 28%. The impaired ratio of Private Banking loans decreased from 1.7% to 1.6%, mainly due to a decline in impaired mortgage loans. This decrease is a combination of both write-offs and releases.

The coverage ratio for mortgages fell from 10% to 6%. The impaired ratio for Corporate Banking loans decreased to 29.4% (year-end 2019: 31.6%). The coverage ratio of Corporate Banking loans increased to 26% (year-end 2019: 13%).

Provision as at 31/12/2020
(€ million)

Loan
portfolio

Impaired
loans

Provision

Impaired ratio 31/12/2020

Coverage ratio 31/12/2020

Impaired ratio 31/12/2019

Coverage ratio 31/12/2019

Mortgages

6,032

51

3

0.8%

6%

1.0%

10%

Other loans

1,809

77

34

4.2%

44%

3.8%

49%

Private Banking loans

7,841

128

37

1.6%

29%

1.7%

31%

Corporate Banking loans

195

57

15

29.4%

26%

31.6%

13%

Mortgages distributed by third parties

476

1

0

0.2%

2%

0.1%

2%

Total

8,512

186

52

2.2%

28%

2.7%

23%

Provision

-64

Total

8,448

52

ECL Stage 1 and 2 (IFRS 9)

12

Total ECL (IFRS 9)

64

Capital management

Following the recommendations of the ECB and DNB, payment of dividends will be postponed. Dividends for 2019 and 2020 have been reserved on our balance sheet and are not taken into account in our capital ratios.

In the future, we will continue to optimise our capital base, while leaving room for potential acquisitions. When possible, we will also consider paying out excess capital to shareholders, subject to regulatory approval.

Capital and liquidity management (€ million)

31/12/2020

31/12/2019

30/06/2020

Risk-weighted assets

4,195

4,205

0%

4,195

0%

Common Equity Tier 1 ratio (%)5

24.3

23.8

24.0

Tier 1 ratio (%) 5

25.4

25.0

25.1

Total capital ratio (%) 5

27.4

26.9

27.0

Leverage ratio (%)

7.1

7.3

7.1

Our CET 1 ratio improved again in 2020, to 24.3%. Available CET 1 capital increased by €21 million due to a decrease in the shortfall deduction (with an impact of 59 basis points) and an addition in retained earnings (with an impact of      35 basis points).



As a result of the acquisition of Hof Hoorneman Bankiers, goodwill and intangible assets have been deducted from CET 1 capital (impacting the CET 1 ratio by 39 basis points). Risk-weighted assets remained stable at €4.2 billion in 2020 (year-end 2019: €4.2 billion).

5 Full year 2020 and 2019 including retained earnings; half-year 2020 excluding retained earnings.



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Common Equity Tier 1 ratio (%)

We hold regulatory capital to be able to mitigate Pillar 1 and Pillar 2 risks. Part of this capital consists of Common Equity Tier 1, which comprises share capital, share premium, retained earnings including current year retained profit, and other reserves less net long positions in own shares and after other capital deductions (e.g. goodwill, deferred tax assets, IRB shortfall). Certain adjustments are made to IFRS-based results and reserves, as legally required. The other components of our regulatory capital consist of Additional Tier 1 and Tier 2 capital instruments, including subordinated long-term debt.

Regulatory capital (€1,000)

31/12/2020

31/12/2019

Risk-weighted assets

4,194,667

4,204,916

Common Equity Tier 1

1,020,996

1,000,439

Required Common Equity Tier 1

409,582

500,385

Tier 1

1,066,584

1,051,642

Required Tier 1

511,041

563,459

Total capital

1,147,865

1,131,729

Required total capital

646,319

647,557

Investment portfolio and cash

The total investment portfolio and cash6  amounted to €5.5 billion at the end of 2020 (year-end 2019: €3.9 billion). Cash held with central banks stood at €2.1 billion. Financial assets at fair value through other comprehensive income increased by €0.2 million to €2.6 million. The investment portfolio is primarily held for asset and liability management purposes, and mainly comprises low-risk and highly liquid instruments.

Investment portfolio and cash by country at 31/12/2020

(100% = €5.5 billion)

Funding

We aim to retain access to both retail and wholesale markets through diversified funding. At the end of 2020, our funding ratio had increased by 9.0 percentage points to 120.0% (year-end 2019: 111.0%). In 2020, we participated in one of the tenders of the targeted longer-term refinancing operations (TLTRO) III programme for an amount of €400 million, as a precautionary measure against potential future negative developments in the European economy. This mitigates a potential situation in which banks in general, including Van Lanschot Kempen, face increased liquidity requirements to support clients.

Funding mix at 31/12/2020

(100% = €15.1 billion)

Ratios

The net stable funding ratio and the liquidity coverage ratio under the EU's Capital Requirements Regulation were as follows:

Ratios

31/12/2020

Requirement

31/12/2019

Liquidity coverage ratio (%)

177.4

> 100

156.9

Net stable funding ratio (%)

161.8

> 100

154.4


Financial targets

Given the current circumstances related to Covid-19 and the persistent low interest rate environment, we are changing the timeframe for our financial targets from 2023 to 2025. The targets remain unchanged: a CET 1 ratio of 15-17%, a return on CET 1 capital of 10-12%, an efficiency ratio of 70-72% and a dividend policy of 50-70% of underlying net result.


Events after the reporting period

On 11 January 2021, Van Lanschot Kempen announced that Karl Guha decided to step down from his position as Chairman of Van Lanschot Kempen’s Statutory and Executive Boards by the end of 2021.

On 14 January 2021, the transfer of 100% of the shares of Hof Hoorneman Bankiers to Van Lanschot Kempen was effected.

6 Investment portfolio and cash comprises the balance of financial assets at fair value through other comprehensive income, other financial assets at amortised cost, financial assets

  designated at fair value through profit or loss, cash withdrawable on demand from central banks, and highly liquid (cash) investments.



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RISK AND CAPITAL MANAGEMENT


Key risk themes for Van Lanschot Kempen

Covid-19

The global Covid-19 pandemic impacted us in many different ways. Most notably, the (partial) lockdown in the Netherlands, Belgium and Switzerland resulted in most people in our organisation working from home.









Financial markets in March and April reacted in a very volatile way, followed by a surprisingly strong rebound.







Lastly, the real economy fell into a sharp recession, albeit the impact differed significantly between sectors, while governments cushioned the impact by intervening with major economic support  packages.

Actions

Early on, we activated our crisis management governance structure with a Crisis Management Team and a Crisis Support Team. Preparations for lockdown were made in an early phase, by testing IT capacity and security for a situation in which nearly all staff would need to work from home. Infrastructure for more complicated functions (i.e. dealing room staff) was prepared before the actual lockdown took place. Regular staff communication on various topics (i.e. increased cyber risk while working from home) as well as other actions meant that our business experienced no operational issues.


Exceptional volatility in the financial markets caused higher than expected losses for structured products activities, while market illiquidity made it impossible to execute our normal macro-hedging strategy. Hedging of a significant portion of the risks, new limits and stress tests, and a gradual winding down of remaining market risks in the portfolio have all led to a lower risk profile for the structured products activities.


A complete risk assessment of credit risks in the portfolio has been carried out, with special attention paid to highly impacted sectors and borrowers who asked for a temporary adjustment of their interest and redemption schedules. The impact on the portfolio at the end of 2020 was limited.

Low interest rate environment

The low interest rate environment has been amplified by the Covid-19 pandemic, while monetary authorities have reacted to economic uncertainty by further easing their already loose monetary policies. This has been mainly through asset purchase programmes, further expanding their balance sheets, and more forward guidance on policy rates to signal that interest rates will remain low for a long period. At certain times during 2020, the entire euro swap curve was below 0%. This development continues to have a negative influence on our net interest income.

Actions

We expanded the range of client deposits that are subject to negative interest rates. In April, we lowered the negative interest rate threshold to balances over €1 million, followed by a further decrease to balances over €500,000 in October. Starting in January 2021, we introduced the so-called wealth management arrangement through which we offer our clients with AuM at our bank the possibility to keep a certain amount of their assets invested with us in cash, without being charged a negative interest rate. We terminated the client deposit proposition of Evi in Belgium. These deposits will flow out in 2021.

Change capacity

In this rapidly changing world, organisations only survive if they have sufficient change capacity. However, changes in processes, targets and people in most cases lead to temporarily increased risks.

Actions

Various improvements were made to mitigate the risks attached to

major change processes:

New methodologies were developed for project risk  management;

A risk framework for continuous change in Agile/DevOps was implemented;

Value chain assessments were executed on all major value chains to improve the stability and control of these  processes, making them more resilient to change.

Cybercrime and IT security

Our IT systems are the backbone of our organisation. Managing the security and availability of these systems is therefore crucially important to us.

Actions 

In 2020, we continued improving the security and availability of our IT systems using a structured approach, managed by the Security 5.0 programme. Many changes, large and small, have been implemented to increase our resilience against unwanted downtime and/or security threats.

Financial crime

Compliance risk related to financial crime prevention remained a focal point for Van Lanschot Kempen in 2020 from both internal and external perspectives. Externally, 2020 has brought changes to our regulatory landscape once again, including the fifth and sixth anti-money laundering (AML) directives.

Actions

We have devoted, and continue to devote, substantial resources to strengthening our compliance framework, including anti-financial crime, and our Compliance department. The Executive Board established a group-wide project to enhance our anti-financial crime framework as well as our policies, procedures and controls. We are currently well positioned to implement the enhancements identified by the project. We have also strengthened the composition of the Compliance department in 2020 by hiring additional senior compliance experts, including a new head of anti-financial crime.



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Climate change

We have identified two types of risk relating to climate change:

1.Physical risks: These refer to the financial impact of a changing climate, including more frequent extreme weather events and gradual changes in climate, as well as environmental degradation, such as air, water and land pollution.

2.Transition risks: These result from the process of adjustment towards a carbon-neutral economy. These adjustments are driven by changes in climate-related policies, new low-carbon technologies and/or shifting market sentiments.

Climate change is an external risk and can be a driver of conventional risk types, in particular credit risk, operational risk, market risk, liquidity risk, reputational and/or liability risk. The failure to appropriately address these risks may also directly impact our financial performance.

Actions

Given our business activities, the key metric used to measure and manage our (potential) climate-related risks is carbon emissions. Since 2016, we have been calculating and reporting on our balance sheet-related carbon emissions, mainly for mortgage loans, other loans and proprietary investments. For mortgages, we have set a carbon reduction target. From 2017 onwards, we have been calculating carbon emissions relating to our assets under management. And in 2020, we also set reduction targets for these emissions, including our asset management activities at Kempen Asset Management, in line with the Paris Agreement. See the section "Climate change risk" for further details.

Risk management

Risk profile and risk appetite

Historically, we have sought to achieve a solid risk profile – expressed in transparent risk levels coupled with a robust liquidity and capital position. The risks we face are outlined in the following sections. More detailed descriptions can be found in the financial statements, where these risks are also quantified, wherever possible, in terms of their impact on Van Lanschot Kempen.

We evaluate our risk appetite annually, and this is then communicated in a risk appetite statement containing both qualitative and quantitative elements. Our risk appetite represents our willingness to accept the risk of particular losses, decreasing buffers and reputational risks, and as such sets our operating boundaries. We use the loss absorption capacity (maximum acceptable level of losses) for the calibration of these boundaries. The statement is prepared by the Executive Board and is subject to the Supervisory Board’s approval.

Targets and risk limits are more dynamic and may occasionally be reviewed, at least annually. That said, we do not change the key principles that underlie our risk appetite and that create the framework within which we operate:

We only take risks that we understand and can explain;

We only take risks that – directly or indirectly – serve our strategic objectives;

The sum of all risks taken should not exceed our risk-bearing capacity;

When taking risks, we take the requirements and expectations of all stakeholders into account;

We do not take any risks that could materially harm our reputation;

Our risk appetite should be considered in all business decisions at every level of the organisation;

We avoid risks that could lead to legal or regulatory breaches.

A risk dashboard and progress report is discussed by the company's Risk Committee every quarter, as well as periodically by the Risk Committee of the Supervisory Board. Risk-taking is in the nature of banks; low risks are not a means to an end. For a number of reasons, it may be appropriate to accept a higher risk – either temporarily or for a prolonged period. We always consider both gross and net – i.e. after mitigating measures – risk positions, paying extra attention to high risks.

The risk appetite and risk in 2020 for each individual risk type at year-end 2020 are shown in this simplified version of the risk dashboard below.

Risk dashboard

Low

Medium

High

Strategic risk

☐△

Credit risk

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Market risk

Liquidity risk

☐△

Interest rate risk

☐△

Operational risk

Information risk

Risk appetite

Risk in 2020

If we compare the risks in 2020 with our risk appetite, we remained well within our risk appetite for all risk categories, with the exception of market risk. We have a low appetite for market risk, but the extremely volatile conditions in 2020 and the illiquidity of hedging products related to our structured products activities resulted in temporary positions and losses well above our risk appetite. Several measures have been taken to bring the market risk profile in line with our risk appetite.

We operate our risk framework in accordance with the “three lines of defence” model. The management teams at individual departments and units (the first line) are responsible for managing their specific risks. The Risk Management department and the Compliance department (the second line) support management by facilitating risk assessments, writing policies, providing relevant advice and assistance on applicable regulatory requirements and the design of controls and mitigating actions, providing reports, and challenging the first line on the management of their risks. The Internal Audit department (the third line) monitors whether the activities of the first and second line are effectively mitigating the risks identified. Lastly, we use insurance to cover certain remaining risks.

Strategic risk

Strategic risk is defined as the risk to Van Lanschot Kempen’s performance, resulting from failure to respond adequately to changes in external factors or from poor strategic decisions. External factors include the actions of competitors, clients, potential market entrants and public authorities, as well as public opinion. Keeping up with technological developments and fintech is also a key topic on our strategic agenda. Furthermore, a prolonged period of low interest rates puts pressure on our net interest income.



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Other important elements are the capacity to meet all specific regulatory and client demands, the consequences of operating in specific niche markets, and the risks associated with a relatively small-scale organisation. We use a range of performance indicators – such as growth in assets under management, net result, efficiency ratio and FTE trends – together with a qualitative assessment to monitor and control strategic risk. Due to the challenging environment both economically and in terms of technological developments, our strategic risk remains at a medium level. The technological improvements we have made for our clients and to our internal processes over recent years show that we are continuously aware of, and acting to solve, this challenge. Finally, through our acquisitions in recent years, we are actively addressing the risk of consolidation in the sector, and are improving our economies of scale.


Financial risks

Credit risk

Credit risk is still one of our most significant financial risk types, but the further run-down of our Corporate Banking loan book has resulted in a much lower risk profile. Covid-19 may increase the risks in the portfolio, but we started the crisis with a very solid portfolio that has been performing very well despite the increasing risk in our external environment. Our loan portfolio amounts to €8.5 billion and has manageable risks; 76% of the loan portfolio consists of mortgage loans. We aim to keep the size of the Private Banking residential mortgage portfolio at least constant (or with modest growth) by generating enough new business to offset repayments and prepayments. New mortgages are primarily provided to Private Banking clients who also hold assets under management with Van Lanschot Kempen.

Credit quality in general further improved in 2020, despite Covid-19 potentially affecting the significant financial buffers most of our clients have, because the majority of the loan book consists of mortgages. In 2020, loan losses continued to reach historically low levels. In order to monitor and measure credit risks for most of our loan portfolios, we use sophisticated risk models (internal ratings-based (IRB) approach). As observed in 2019, we are seeing positive rating migration in nearly all portfolios as an additional indicator of improved credit quality. Our loan portfolio and credit risks are concentrated in the Netherlands (95%); lending in Belgium and Switzerland is limited, and mainly involves Lombard loans with low risk profiles.

Loan portfolio, excluding provision

(100% = €8.5 billion)Although our exposure to the Dutch housing market is fairly significant, the concentration risk on single line items in the overall loan portfolio is relatively limited. The ten largest loans to individual counterparties, other than financial institutions, totalled €180 million at year-end 2020, compared with €280 million at year-end 2019. 97.5% of all borrowers held loans of less than €10 million at year-end 2020 (year-end 2019: 96%). Our policy is to keep credit-risk limits on a single debtor at an acceptable level in order to contain concentration risk and to mitigate its potential impact on Van Lanschot Kempen’s results (see page 130 in the financial statements for more information).

Responsible policies

We have a responsible lending policy that takes environmental and social impact into consideration. The policy ensures periodic sustainability screening (due diligence), via a risk filter, of all existing and new corporate loans, and includes factors such as human rights, social and labour issues, environment, anti-corruption and bribery. The screening did not identify any new material sustainability issues in the portfolio during 2020. The number of potentially high-risk borrowers totalled nine by year-end 2020 (2019: 17). We continue to talk to these borrowers about specific sustainability risks and how they could be mitigated. For more information on this policy and its results, see our sustainability supplement and vanlanschotkempen.com/en/sustainability/core-banking-activities.

A decade ago, a separate policy was created to assess the sustainability of financial institutions with which Van Lanschot Kempen has a banking relationship (vanlanschotkempen.com/en/sustainability/core-banking- activities). This policy aims to prevent the risk that client assets find their way – through interbank loans or investments, for example – to institutions with weak or non-existent sustainability policies. Van Lanschot Kempen challenges financial institutions that have not developed sufficiently visible policies. In 2020, there was no need to challenge any financial institutions in our portfolio, as they all complied with our policy.

After seven annual audits by Forum Ethibel (see forumethibel.org), we decided to end their yearly balance sheet-related sustainability audit in 2020 on the basis that it no longer delivered new insights or scope for further improvement. Their AuM-related audit continued, resulting in us receiving the Forum Ethibel sustainability certificate once again.

Mortgage loans

At year-end, 76% of our loan portfolio consisted of mortgages. Our portfolio differs from that of other Dutch mortgage lenders in that the average loan (approximately €507,000) is higher. This makes the portfolio a little more sensitive to a fall in underlying house prices, although the majority of our exposure is in urban areas – generally a more liquid segment of the housing market. In 2020, house prices in the Netherlands again increased significantly across the country; the portfolio’s weighted average loan-to-value (LTV) ratio, based on foreclosure value, therefore decreased to 74% at year-end, compared with 76% at year-end 2019. New issuances are in general issued for LTVs between 75% and 90%.




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In 2015, we started to provide mortgages through a network of intermediaries, branded as Hypotrust and with Quion as our service provider for our white-label mortgages. Since then, we have built up a white-label portfolio with good risk characteristics and with very few loan losses. Our white-label mortgages are subject to strict acceptance criteria, and the size of this portfolio amounted to €476 million by year-end 2020 (year-end 2019: €553 million). This portfolio has decreased and now makes up 6% of the total loan portfolio.

Clients with potentially declining incomes (e.g. due to retirement), and who are exposed to the risk of interest-only mortgages that will mature in the next 10–15 years, are actively assisted by us to limit the risk of not being able to pay off their loans at maturity date. In general, their LTVs are below 100%, making the credit risk of the loans acceptable. However, if a decline in clients’ income prevents the loan being rolled over at maturity, we enter into early discussions with them. In this way, we increase awareness among clients and try to avoid potentially difficult situations. In the first half of 2020, we started the "interest-only mortgage project”, the aim of which is to enable clients to make conscious choices about their interest-only mortgages. To this end, we provide insights into the status of their mortgage and its future affordability and flexibility. All clients with interest-only mortgages (including investment-based mortgages) are plotted on a matrix based on guidelines from the Dutch Authority for the Financial Markets (AFM). The matrix is based on the loan-to-value ratio in combination with the remaining financial term, term to retirement, or end of tax deductibility. The clients with the highest risk are the first to be approached personally.


Mortgage loans: new production by type (%)


Mortgage loan-to-value (%)


Mortgage loans: remaining gross business per year (€ million) compared with house price trends



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Mortgage loans: outstanding volumes (€ million) and number of loans by size

Other Private Banking loans

This part of the loan portfolio comprises loans to high net-worth individuals, in the form of overdraft facilities or funding for a second home, for example. In the same category are commercial activities that fit into Private Banking’s relationship model, such as funding investments for family businesses, business professionals and executives, healthcare professionals and entrepreneurs. These kinds of loans are supplementary to our wealth management strategy and typically involve bringing in assets under management. Our aim is to keep the size of this portfolio stable. The average loan size is approximately €153,000.

Other Private Banking loans: type of loan 

(100% = €1.8 billion)

Corporate Banking loans

Since 2019, the remaining part of our Corporate Banking loan portfolio has been integrated within Private Banking, because the size, complexity and risks of the portfolio no longer justified a separate department. The winding down

of this portfolio continued in 2020, despite Covid-19. The total portfolio amounted to €195 million at year-end 2020 (year-end 2019: €318 million). The remaining SME loan portfolio (€86 million) is well diversified, with no dominant sector and with very limited exposure to pandemic-affected sectors such as hospitality and leisure. The average loan size

amounted to €1.06 million at year-end 2020 (year-end 2019: €1.07 million).

Our legacy portfolio of Corporate Banking real estate loans further declined to €109 million in 2020. It is still well diversified, and consists of a balanced portfolio of the various property classes – offices, residential, retail and commercial real estate. The average loan size of our real estate loans amounted to €1.6 million at year-end 2020 (year-end 2019: €1.8 million). Average LTV ratios improved to 59% (year-end 2019: 62%).

Real estate loans

Our real estate loans, both those provided to Private Banking clients and the legacy portfolio of Corporate Banking, amount to €331 million (2019: €446 million). These loans are provided primarily on the basis of a total quality assessment of the borrowers. We also take into account the quality and sustainability of the property, and the diversification and stability of the rental flows. The debt service coverage ratio (DSCR) is calculated so that we can determine the extent to which a client will be able to make interest and principal payments from the rental income generated by their commercial real estate. At year-end 2020, 86.3% of our real estate loans generated sufficient rental income to cover interest and principal payments, i.e. had a DSCR of over 1 (year-end 2019: 82.9%). Clients with a DSCR of less than 1 often have other income-generating assets they can use to service their loan obligations. Lastly, the LTV of real estate loans also improved as a result of increasing real estate prices, despite the economic situation caused by the exceptional circumstances related to Covid-19.

Impaired loans

Impaired loans are loans for which a provision has been taken. The impact of Covid-19 on our portfolio was closely monitored throughout the year. At year-end, the impact on our portfolios was relatively limited. This is mostly due to the composition of the portfolio (mainly mortgages and limited corporate exposure), coupled with our core clients having significant financial buffers – meaning the majority will only be significantly impacted if the crisis is prolonged.



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A limited number of clients (93 clients to the value of €5.3 million) asked for Covid-19 support in the form of postponement of interest and redemptions. The majority of these clients already started to repay their loans in 2020.

Impaired loans accounted for 2.2% of the loan portfolio at the end of 2020 (year-end 2019: 2.7%). In 2020, a provision equal to 28% of impaired loans was taken (2019: 23%), resulting in specific provisions totalling €52 million. In 2020, we added €1.9 million to provisions (2019: a release of €12.1 million).

During 2020, we saw some migration from IFRS 9 credit quality Stages 1 and 2 to Stage 3, but in general the impact was relatively limited. This impact was cushioned by government interventions to support companies affected by Covid-19, which are distorting the "true" risks in the portfolio. With extensive client monitoring and sector analyses resulting in management adjustments of the stage classification of some clients (amounting to €4.9 million in total) we compensated for this effect. See page 133 in the financial statements for more details.

For more information about credit risk, please refer to the discussion of risk management in the financial statements, Section 2, “Credit risk”.

Market risk

Van Lanschot Kempen is exposed to market risk through client-facilitating transactions. Our Treasury department performs structured product transactions for clients, while Kempen Merchant Banking performs equity transactions for clients and provides market liquidity, which may result in trading positions. The same applies at Van Lanschot Private Banking regarding transactions in interest-related and foreign currency products. Temporary positions may arise from our efforts to facilitate our clients’ requests. We invest in our own funds to support Kempen Asset Management, in order to align our interests with those of our clients. The Risk Management department monitors market risks on a daily basis.

As a result of exceptional market volatility and illiquidity at the end of Q1 caused by the pandemic, losses on hedge activities related to structured products were significant. The embedded derivatives in the structured products sold to our clients are hedged by Van Lanschot Kempen. The derivatives sold are not hedged back-to-back, but are macro-hedged per risk driver. The total macro exposure per risk driver is calculated and hedged using relatively simple (mostly listed) options. All risk drivers have individual limits and are monitored daily by Risk Management. Macro-hedging assumes that if the underlying risk drivers (equity, interest rate and currency markets) change, the hedges can be adjusted in a timely manner to keep the portfolio balanced. The exceptional volatility in March led to unforeseen illiquidity in the financial markets. It was therefore not always possible for us to adjust the hedges fast enough. This led to a significant increase in hedging costs. In addition to exceptional volatility, the changes in dividend yield and lending spread were also very steep, further contributing to the losses. Adjustments have been made to limit the market risk exposure going forward. The portfolio will be gradually de-risked over the next three years, while new notes will be hedged back-to-back, thereby eliminating these risks.

For further information on market risk, see Section 3, “Market risk”, in the financial statements.

Liquidity and funding risk

Our wealth management business model naturally comes with a large client deposits base. These entrusted funds grew from €9.5 billion to €10.1 billion in 2020, despite the fact that we charged negative interest rates. Covid-19 has had a net positive impact on client deposits, in line with our peers in the Netherlands. Our December 2020 loan-to-deposit ratio amounts to 83%, which reflects the fact that our client deposit base exceeds our client loan book volume.

Funding mix 

(100% = €15.1 billion)

Because of this, our reliance on other funding sources is limited, and our liquidity risk profile is mostly driven by the potential occurrence of unanticipated deposit outflows. Although our deposit base has not resulted from a competitive pricing policy and has proven to be sticky over time, there is always a risk of unexpected outflows, particularly for balances not covered by the deposit guarantee scheme (DGS). We take a cautious approach to liquidity risk, and aim to hold solid liquidity buffers that would allow us to absorb severe unexpected liquidity stress situations. Outcomes of liquidity stress tests, which cover acute and persistent liquidity stress, are discussed by the Asset and Liability Committee (ALCO) on a monthly basis. Due to our strong liquidity buffer, stress test outcomes and other liquidity indicators such as the liquidity coverage ratio (LCR) and net stable funding ratio (NSFR) remained well within limits throughout the year. At year-end 2020, the LCR and NSFR stood at 177.4% and 161.8% respectively (2019: 156.9% and 154.4%).

Our liquidity risk management practices are outlined in our internal liquidity adequacy assessment process (ILAAP), which is assessed by our supervisory authority De Nederlandsche Bank (DNB) every year. DNB considers our liquidity and funding risk management to be adequate for a company of the size and complexity of Van Lanschot Kempen.

The main funding and liquidity planning objective remains to reduce the impact of excess liquidity on net interest income, while maintaining a solid liquidity cushion and sufficient funding diversification. Although our loan portfolio could be entirely funded by client deposits, we aim to keep sufficient diversification in our funding mix in terms of funding type and maturity by supplementing the savings and deposits base with secured debt instruments that are issued under the Conditional Pass-Through Covered Bond (CPTCB) programme. Due to our structurally high liquidity buffer, we did not issue any new benchmark wholesale debt instruments in 2020.



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As we saw a potential increase in liquidity risk due to the market turmoil at the outset of the pandemic, we participated in one of the tenders of the targeted longer-term refinancing operations (TLTRO) III programme, for an amount of €400 million. The favourable conditions of the TLTRO offered us the opportunity to strengthen our liquidity cushion as a precaution for potential future negative developments, without affecting our net interest income.

Total outstanding volume under the CPTCB programme remained at €1.5 billion throughout 2020. We do not have any benchmark-size unsecured debt issuances placed with investors. Redemptions in 2021 are very limited, with no benchmark-size instruments maturing.

Funding and capital instruments redemption profile

(€ million)

Investment portfolio

Our investment portfolio totalled €5.5 billion at year-end 2020, up from €4.4 billion at year-end 2019. It is maintained primarily for liquidity purposes, and consists mainly of liquid, low-risk instruments. The composition of the portfolio was relatively stable in 2020. There are strict limits on instrument types, counterparties, countries, ratings and credit spread risk. Despite lower yields and spreads, we maintained a liquid, low-risk investment portfolio in line with our investment policy. Even at the peak of Covid-19 market turmoil, the impact on the portfolio's value was mild.

In addition to day-to-day portfolio management, we review our investment portfolio annually to ensure it meets our environmental, social and governance criteria. We have not encountered any material sustainability issues in our investment portfolio to date.

Investment portfolio and liquidity by counterparty

(100% = €5.5 billion)

Investment portfolio and liquidity by credit rating 

(100% = €5.5 billion)

For further information on our liquidity risk profile, see Section 9, “Liquidity risk”, in the financial statements.

Interest rate risk

In 2020, interest rates remained very low and even declined marginally further. As a result of our increasing excess liquidity position and continued decline in net interest rate income, we expanded the range of client deposits on which we charge negative interest rates. In April, we lowered the negative interest rate threshold to balances over €1 million, followed by a further decrease to balances over €500,000 in October. Starting in January 2021, we introduced a wealth management arrangement whereby the application of negative interest rates is dependent on the volume of the client's assets under management. 

Client preference for long interest rate maturities for mortgages continued as a result of the flat and historically low yield curve, both for newly agreed mortgages and for interest rate resets. At year-end 2020, approximately 9% of the mortgage portfolio consisted of loans with remaining fixed-rate terms longer than ten years. In total, only 2.6% of the mortgage portfolio had floating rate terms at year-end 2020.

On the liability side of the balance sheet, clients held their balances in variable-rate accounts (current accounts, savings and securities accounts). Given that these products have similar features and offer equal interest rates in the current environment, we observe that clients are becoming more indifferent as to which product they keep their balances in. Appetite for term deposits remained negligible, due to the low interest rates on these products. As of December 2020, our term deposit base amounted to only €133 million.

We manage our exposure to changing market interest rates (interest rate risk in the banking book) using both a value-based and an income-based approach. We address long-term interest rate risk mainly via the economic value approach, which examines how movements in interest rates impact the value of our assets and liabilities. Given the current asymmetrical character of our interest rate risk exposure (mostly driven by implicit or contractual rate floors in products), we have shifted our interest rate risk management focus to a more scenario-based approach. We apply scenarios to both delta net interest income scenarios and economic value changes, and have set risk appetite limits for these.




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For net interest income at risk, we have set a limit of 15% net interest income loss in the first 12 months, relative to our baseline scenario. All stress scenarios remained within this limit throughout the reporting year.

From a risk management perspective, the combination of mortgages with long interest rate maturities, funded to a large extent by a variable-rate deposit base, poses a challenge: there is less room to adjust client loan rates if future funding costs rise. This risk is inherent to the banking business model and more prevalent in the current interest rate environment.

For more information on interest rate risk, see Section 8, “Interest rate risk”, in the risk management section of the financial statements.


Non-financial risks

Non-financial risks comprise operational, information, compliance and climate change risks.

We have defined a non-financial risk appetite. On a quarterly basis, the current non-financial risk exposure related to the non-financial risk appetite is discussed with senior management in the Compliance and Operational Risk Committee. In 2020, we further strengthened our non-financial risk management by developing risk frameworks for change processes. We also used value-chain assessments to improve knowledge and documentation on processes and reassess the key controls per value chain. In addition, we harmonised the approach to non-financial risks that is taken by the Risk and Compliance departments, resulting in an improved and harmonised risk framework. The second line of defence continues to interact closely with the businesses, aiming to encourage an increasingly risk-based approach in managing non-financial risks. Influencing human behaviour and our risk culture is a structural way of further mitigating operational risk.

Operational risk

Operational risks are potential losses that result from inadequate or failed internal processes or systems, inadequate or incorrect human actions, external events and fraud. To identify and manage non-financial risks, we have created a group-wide operational risk framework. Part of this framework is a set of key business controls on the part of our value chains where residual risks are deemed to be elevated. Controls are regularly tested, allowing us to assess the effectiveness of key controls in our processes and systems. Other instruments we use for measuring and monitoring non-financial risks include incident registration, root cause analyses, risk self-assessments on both department level and value-chain level, and key risk indicators.

Information risk

Preventing cybercrime remains one of our key focus areas. We are aware of the risks concerning information security and cybercrime, and we have further invested in technological and process-related measures to mitigate them. In addition to awareness programmes and staff training, we continue to develop intelligent solutions and to work closely with industry partners. We use intelligent systems to analyse the transactions in our systems and search for fraudulent activities. As part of a multi-year programme, we are gradually stepping up security measures to keep pace with the increasing cyberthreats. Dedicated teams monitor security events, including threats posted on

the dark web. We have teams that simulate cyberattacks and conduct physical penetration testing for training purposes. To monitor the risks involved in cybercrime, we have developed an integrated risk dashboard. The metrics in the dashboard are overseen by the interdepartmental Information Security Board. Issues related to cybercrime are reported directly to the board.

For the continuation of operational processes during potential disruptions, threats and incidents, we have business continuity measures in place. These include a policy, a governance structure with a Business Continuity Committee and Crisis Management Team, and working instructions. Moreover, multiple tests are performed during the year to assess whether these measures work in practice.

For more information about operational risk, please refer to the discussion of risk management in the financial statements, Section 4, “Operational risk”.

Compliance risk

Van Lanschot Kempen maintains an independent and effective Compliance department to identify, assess, monitor and report on compliance risk. This means the risk of failure by Van Lanschot Kempen to comply with applicable laws, rules, regulations, internal policies and procedures and industry standards relevant for Van Lanschot Kempen and/or to undertake (or fail to undertake) those activities prohibited or mandated under applicable regulations. In addition, we have put in place policies, procedures, systems and controls necessary to manage compliance risk.

The Compliance department is headed up by the Chief Compliance Officer, who reports directly to the Chairman of the Statutory Board. The Compliance department fulfils its responsibilities by providing advice and assistance to Van Lanschot Kempen committees and management teams, including the Compliance and Operational Risk Committee, and by continuously monitoring adherence to regulations within the company's day-to-day operations.

Van Lanschot Kempen has devoted, and continues to devote, substantial resources to strengthening the compliance framework and Compliance department. The Executive Board has established a group-wide project to enhance the firm’s anti-financial crime framework and its policies, procedures and controls. Van Lanschot Kempen is currently well positioned to implement the enhancements identified by this overarching project.

The Compliance department has continued to enhance the compliance framework through dedicated efforts to strengthen the firm’s policies and procedures across business lines, as well as through the compliance risk management programme. We have also continued the development and rollout of the dedicated compliance training programme for employees. The Compliance department was strengthened in 2020 by hiring additional senior compliance experts, including a new head of anti-financial crime, and by establishing a compliance management team. Further optimising the compliance framework is part of Van Lanschot Kempen's strategic roadmap.





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Lastly, in 2019 and 2020, specific parts of Kempen & Co (part of Van Lanschot Kempen Wealth Management as of 1 January 2020) were the subject of an investigation by the AFM regarding compliance with the Money Laundering and Terrorist Financing (Prevention) Act (Wwft). This investigation has been concluded by the AFM. No formal enforcement measures have been imposed.

For more information about compliance risk, please refer to the discussion of risk management in the financial statements, Section 12, “Compliance risk”.

Climate change risk

Van Lanschot Kempen’s risk management and control system is specifically designed to manage internal and external risks. Climate change falls into the category of external risks. The balance sheet-related risks are reported to the Risk Committee every quarter. The Risk Committee comprises all Executive Board members and the Director of Risk Management. If climate change is deemed to be a material risk for Van Lanschot Kempen, it will be discussed in this committee. Mitigation of climate change risk will be further investigated in 2021 – for example, by setting up an ESG governance framework and determining concrete objectives.

For our assets under management, the ESG Council is the highest governance body regarding environmental, social and governance (ESG) risks and opportunities. This Council is chaired by a member of the management team of Kempen Asset Management, and comprises various senior investment specialists from Asset Management, such as the Chief Investment Officer and the Director of Impact & Responsible Investment. In 2020, the ESG Council updated and strengthened the company's climate change policy.

The execution of the climate change policy, related to both our balance sheet and our assets under management, is the responsibility of the Sustainability Centre, together with the portfolio managers within Van Lanschot Kempen.

Balance sheet

Since 2016, we have been calculating and reporting on our balance sheet-related carbon emissions, mainly for mortgage loans, other loans and proprietary investments. We periodically assess the risk of climate change on our lending activities, in terms of both physical risks and transition risks. At Van Lanschot Private Banking, the most important lending portfolio is our mortgage portfolio. While some climate change risks to this portfolio exist (e.g. financing homes below sea level), we assess that the chances of these risks materialising are considerably lower than other credit risk factors. As a result, no separate restrictions are used when granting new mortgages. We are working to improve the energy efficiency of the homes and other types of property we finance. For example, we offer the Van Lanschot Groenhypotheek (green mortgage), which provides financing at reduced interest rates to clients who are looking to make their homes more sustainable. We see limited climate change risk in our corporate lending business, mainly because of the regional and sectoral characteristics of this portfolio, as well as the winding down of our Corporate Banking activities.


So far, we have assessed the potential impact of a global temperature increase of 2°C or less on our balance sheet and performance to be small: we have no material climate-sensitive assets on our balance sheet. We expect that rising sea levels will be countered by extra investments by the Dutch government in sea/river defence structures. Even if our operations were physically impacted due to flooding, we would be able to manage the situation as our data centres in Eindhoven and ‘s-Hertogenbosch (fallback) are well above sea level.

Assets under management 

In our AuM activities, climate change risks are taken into account when investments are made or investment managers are selected. As part of our responsible and sustainable investing, we also have a climate change policy that was significantly strengthened in 2020. Kempen Asset Management has now set strong targets in line with the Paris Agreement on carbon emission reduction for our investment funds, to be met by 2025, 2030 and 2050 respectively – enabling us to cope with the transition risks related to climate change. This also indicates resilience to physical climate change risks, as the companies in these investment funds will take climate change into account. As physical risks will likely materialise more in certain regions and sectors (with physical assets) than others, we have started to gather physical climate data down to asset level for our Kempen real estate portfolios from a specialised climate data provider. We will continue to include climate data in our investment process in 2021.

Since 2017, we have been calculating and reporting on carbon emissions relating to our assets under management. In 2018, we also started to perform scenario analyses on our assets under management, using the 2DII tool (see 2degrees-investing.org). In 2019, we further improved our climate scenarios for one of our internal portfolios to assess its climate resilience compared with the benchmark. We then obtained climate change risk indicators (proxies) from our climate data provider for several internal funds and some large clients. In 2020, we further integrated climate change mitigation into our current asset allocation scenarios via GDP assumptions (i.e. scenarios ranging from 1.5°C to 4°C of global heating).

For further information, see our disclosure in line with the recommendations of the Taskforce on Climate-related Financial Disclosures (TCFD), at vanlanschotkempen.com/results.

Regulatory impact

The increase and changes in regulations continued to pose a challenge for our organisation: Basel IV, targeted review of internal models (TRIM) and benchmark regulations, to mention just a few, all represent major changes for us going forward. In addition to new regulations, the number of data requests from regulators has also been increasing – in terms of both ad-hoc questionnaires and recurring reports. Anacredit (loan-level reporting on corporate loans), RRE (loan-level reporting on residential mortgage loans) and shorter timelines for DGS (deposit-holder information to be provided to DNB in case of bankruptcy) have all become operational.




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In 2020, we continued with our Basel IV implementation, despite the postponement of the deadline. The impact of this revision to the regulatory framework on the business is still expected to be relatively limited. Our analysis includes changes to the approaches for credit risk and operational risk. Together with the Fundamental Review of the Trading Book (FRTB), these reforms will take effect as of 2023 with transitional arrangements. Implementing the new regulation will require substantial effort, as many definitions and reporting requirements have changed.

In October 2019, DNB announced its intention to introduce a minimum risk-weight floor for the residential mortgage loan portfolios of Dutch banks subject to the IRB approach in the autumn of 2020. This measure was postponed because of Covid-19, but was reintroduced by DNB in Q4 2020; the implementation deadline is still unknown. The measure means that Dutch banks will need to hold more capital against their mortgage portfolios. It aims to support the banks’ ability to absorb the impact of a potential housing price correction. The impact on our risk-weighted assets (RWA) is estimated to be around 15% based on the current size of our portfolios and the current regulatory capital models, implying an impact on the CET 1 ratio of around 3 percentage points. DNB has indicated that the new measure will not be in addition to the Basel IV framework, which means that the impact will cease after the introduction of Basel IV.

Capital management

At the end of 2020, our Common Equity Tier 1 (CET 1) ratio stood at 24.3%. The 2019 dividend pay-out was postponed at the request of DNB and ECB. It remains reserved on the balance sheet and is not included in our CET 1 capital. We aim to pay out the dividend when allowed by the authorities, which will not be before September 2021. Since our CET 1 ratio remains well above our target range of 15-17%, we will continue to consider paying out excess equity capital to shareholders in the form of dividends and capital returns in the future, subject to regulatory approval. In addition, we aim to engage in acquisitions, and intend to leave room for these in our capital position as well.

Our total risk exposure amount (TREA) declined in 2020 by €10 million. At year-end 2020, our Tier 1 and total capital ratios stood at 25.4% (2019: 25.0%) and 27.4% (2019: 26.9%) respectively.

Following the annual supervisory review evaluation process (SREP), DNB informed us about the capital requirements that we need to meet from January 2021 onwards. The minimum capital requirements comprise a CET 1 ratio of 7.8%, a Tier 1 ratio of 10.5%, and a total capital ratio of 13.9%. These requirements reflect the changes in the Capital Requirements Directive (CRD) V, allowing banks to use Additional Tier 1 and Tier 2 capital to satisfy parts of the Pillar 2 requirements (our total Pillar 2 requirement is 5.9%). This measure has already been brought forward by the ECB and DNB in response to Covid-19.

In addition to the 7.8% CET 1 SREP requirement, we are subject to overall capital requirements (OCR), which consist of combined buffer requirements and Pillar 2 guidance (P2G). Both elements must be met by CET 1 capital alone.

SREP and overall capital requirements for 2021 (%)

CET 1

Tier 1

Total capital

Pillar 1

4.5

6.0

8.0

Pillar 2

3.3

4.5

5.9

Total SREP capital requirement

7.8

10.5

13.9

Capital conservation buffer

2.5

2.5

2.5

Countercyclical capital buffer

0.0

0.0

0.0

Overall capital requirement

10.3

13.0

16.4

Pillar 2 guidance (not disclosed)

Capital ratios as per year-end 2020

24.3

25.4

27.4


The capital conservation buffer is currently the main element of the combined buffer requirements. It stands at 2.5% and reached its fully phased-in level in January 2019. The countercyclical buffer for the Netherlands is currently set at 0%. In its overview of financial stability, DNB indicated that it will gradually raise the countercyclical buffer to a "neutral" level of 2%, but only when the situation around the Covid-19 crisis and its impact on banks has been normalised. The systemic risk buffer does not apply to us. We are expected to comply with P2G by holding CET 1 capital, but P2G does not have a binding status and does not automatically restrict dividend distributions in the event of a breach.


With a CET 1 ratio of 24.3% and a total capital ratio of 27.4% at year-end 2020, we met all capital requirements, including P2G. The leverage ratio decreased to 7.1% at year-end 2020 (year-end 2019: 7.3%), well above the minimum Basel requirement of 3%.


Basel IV is an important dimension in our capital planning, as is DNB’s intention to temporarily impose minimum floors for residential mortgage risk weights that are derived from internal ratings-based models. Taking Basel IV and the

proposed risk weight floor into account, we expect our CET 1 ratio to remain above our target range of 15-17%.

Minimum required eligible liabilities (MREL)

As part of the single resolution mechanism (SRM) regulation, the National Resolution Authority has imposed an indicative MREL target on us, which is not likely to become binding before 2024. The MREL target has a loss absorption and a recapitalisation component (both 50%). Given the decline in our SREP capital requirements, we are awaiting a new MREL target before we can assess any potential gaps. Furthermore, the possible eligibility of the structured notes that we have issued to institutional investors is still unclear. We will adjust our funding planning in the run-up to 2024 in order to fill the limited MREL gap that could arise after we receive the final targets.






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67

VAN LANSCHOT KEMPEN SHARES

Van Lanschot Kempen’s market capitalisation stood at €863 million at year-end 2020. Depositary receipts for Van Lanschot Kempen’s Class A ordinary shares have been traded on the Euronext Amsterdam stock market since 29 June 1999 (ISIN Code: NL0000302636; ticker: VLK.AS).

The issued share capital of Van Lanschot Kempen at 31 December 2020 consisted of 41,361,668 Class A ordinary shares (“shares”) each having a nominal value of €1. We held 289,849 treasury shares at year-end 2020.

Van Lanschot Kempen is included in the Amsterdam Small Cap Index and, as of 30 November 2020, in the MSCI World Small Cap index.

Shareholders and depositary receipt holders

Van Lanschot Kempen’s shareholder base remained roughly the same during 2020. Pursuant to Chapter 5.3 of the Dutch Financial Supervision Act, the disclosures below have been entered in the Register of Substantial Holdings as maintained by the Dutch Authority for the Financial Markets (AFM). The percentages reflect the number of shares or depositary receipts on the register on the disclosure dates and our current number of outstanding shares.

Disclosure is required once a shareholder’s interest reaches, exceeds or falls below a threshold value. The current interest of a shareholder or holder of depositary receipts may consequently differ from the interest reported on the disclosure date. On 31 December 2020, Stichting Administratiekantoor van gewone aandelen A Van Lanschot Kempen held over 99.99% of Van Lanschot Kempen shares. For more information on Stichting Administratiekantoor van gewone aandelen A Van Lanschot Kempen, see the “Corporate governance” section on page 92.

Van Lanschot Kempen’s depositary receipt holders

Management and employees jointly owned around 4.0% of our share capital at year-end (2019: 3.6%). In 2020, the integrated Works Council started to discuss alternatives to the profit-sharing scheme for employees with the Executive Board. These discussions will continue in 2021.

Credit ratings

Our creditworthiness is periodically assessed by Standard & Poor’s (S&P) and Fitch Ratings (Fitch). Van Lanschot Kempen maintains its high creditworthiness by deploying its assets for the benefit of its clients and by taking on only such risks as can be understood and controlled. This ensures solid risk management processes as well as a strong capital and liquidity position. Our current credit ratings reflect our healthy capital and funding position along with our low risk profile. In 2020, both S&P and Fitch revised the outlook for Van Lanschot Kempen from stable to negative, due to the exceptional circumstances related to Covid-19. At the same time, they reaffirmed our strong long-term BBB+ rating.

Credit ratings1

Standard & Poor’s

Fitch Ratings

Long-term credit rating

BBB+

BBB+

Long-term credit rating outlook

Negative outlook

Negative outlook

Short-term credit rating

A-2

F2

Date of latest report

26 September 2019

6 August 2020

Date of latest press release

24 April 2020

10 July 2020

Research coverage1

Four sell-side analysts – from ABN AMRO, ING, Kepler Cheuvreux and UBS respectively – actively track Van Lanschot Kempen and regularly publish equity research reports. Their details can be found at vanlanschotkempen.com/share-information.

Dividend policy and dividend for 2019 and 2020

Our aim is to distribute between 50% and 70% of our underlying net result attributable to shareholders. The result actually available for distribution is the net result adjusted for minority interests, the share of AT1 capital securities holders, and the net effect of selected special items.

In 2020, we postponed the payment of the 2019 dividend, as per the recommendation of the European Central Bank (ECB) and supported by De Nederlandsche Bank (DNB) not to pay out dividends in 2020. At the annual general meeting on 28 May 2020, shareholders adopted a dividend proposal of €1.45 per share. As per year-end 2020, the total amount of €59.4 million is reserved for our shareholders on the balance sheet, and is therefore not included in our capital ratios.

In 2020, the underlying net result available for distribution to shareholders amounts to €44.2 million, working out at underlying earnings per share of €1.08.2

Our strong results and solid capital position enable us to propose a dividend distribution of €0.70 per share to our shareholders (2019: €1.45 per share). The shareholders at the annual general meeting to be held on 27 May 2021 will be invited to adopt the dividend proposal.

1 Credit ratings apply to Van Lanschot Kempen Wealth Management NV (VLKWM). Van Lanschot Kempen is the holding company of VLKWM. Its only asset is 100% of the shares in VLKWM.

2 Based on the weighted number of outstanding ordinary shares.



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68

Based on the number of shares in issue at 31 December 2020 (excluding treasury shares), the proposed dividend payments will total €28.8 million, corresponding to a pay-out ratio of 65.1% of the underlying net result attributable to shareholders. This percentage amounts to 66.8% of net result attributable to shareholders. The proportion of net result attributable to shareholders that will not be paid out – i.e. €14.3 million – will be added to the reserves.

On 15 December 2020, the ECB recommended that banks refrain from dividend payments or limit these to below 15% of the accumulated 2019-20 profit, provided this is not higher than 20 basis points of the CET 1 ratio until September 2021. Following this recommendation, we will pay out €8.3 million in June 2021 and the rest of the 2020 dividend and full 2019 dividend after September 2021.

Capital management policy

By running down our corporate loan portfolio in recent years, and optimising the use of capital in our other

divisions and departments, we have sharply reduced risk-weighted assets and consequently our required capital. However, these actions have resulted in a less efficient capital structure. By year-end 2020, our CET 1 ratio of 24.3% was well ahead of our target range of 15-17%. We aim to engage in acquisitions, and intend to leave room for these in our capital position. In addition, we may choose to pay out excess capital to our shareholders. We consider dividend payment an appropriate and efficient way to return capital to our shareholders. In addition, we may consider other avenues, under the prevailing laws and regulations, to distribute excess capital to our shareholders, including share buybacks or capital returns. These are all subject to approval by our regulator.

Since 2016, we have paid out a total of over €330 million – excluding our 2019 and 2020 dividends – to our shareholders in the form of both dividends and capital returns.

Capital returns and dividends

(€ million)

Key figures per ordinary share

2020

2019

2018

2017

2016

Share price (€):

High

21.90

23.30

28.00

27.38

22.28

Low

9.23

17.28

18.40

19.46

14.73

Closing

21.00

20.05

19.82

26.15

19.98

Average daily trading volume in depositary receipts

87,525

32,920

23,333

46,232

28,505

Market capitalisation (€ million) (year-end)3

863

820

813

1,068

817

Net asset value per share (€)

30.54

29.59

30.32

32.63

32.80

Price-earnings ratio4

19.4

8.0

8.3

10.0

10.6

Information on dividend per ordinary share

2020

2019

2018

2017

2016

Underlying earnings per ordinary share (€)4

1.08

2.52

2.37

2.61

1.89

Dividend per ordinary share (€)

0.70

1.45

1.45

1.45

1.20

Dividend yield (%)

3.3

7.2

7.3

5.5

6.0

Pay-out ratio (%)

65.1

57.4

61.1

55.4

63.5

Total return for holders of ordinary shares (%)

5

16

-13

42

-4


3 Calculated as: closing price x (issued share capital minus treasury shares).

4 2020 adjusted for restructuring charges related to the acquisition of Hof Hoorneman Bankiers; 2019 and 2018 adjusted for costs incurred for our Strategy 2020 investment programme and 

  restructuring charges 2017 and 2016 also adjusted for additional charge for the derivatives recovery framework.



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69

Movements in Van Lanschot Kempen's share price compared with industry indices

Sustainability ratings

Van Lanschot Kempen is periodically assessed by the following organisations:

Sustainalytics, a Dutch research company that reviews companies globally on their sustainability credentials, typically for clients such as institutional investors, banks and asset managers. We hold first place in our peer group of medium-sized banks.

ISS ESG, the responsible investment arm of Institutional Shareholder Services Inc. We received a C+ rating and are in the top five out of 80 financial services companies and asset managers. 

Principles for Responsible Investment (PRI). Kempen Asset Management’s responsible investment process was rated A+ by PRI for Strategy & Governance, Manager Selection in Listed Equity and Fixed Income SSA, and ESG Integration in Listed Equity. The other modules received an A rating.

The Dutch Ministry of Economic Affairs and Climate Policy, which has developed its own tool to measure the transparency of sustainability reporting: the annual Transparency Benchmark (TBM). In 2019, our 2018 annual report and CSR supplement earned us tenth place in a league table of 487 entrants. The TBM is carried out once every two years; the next one will rate the 2020 Annual Report.


Investor relations policy

Our investor relations policy is designed to provide current and potential shareholders and bondholders, rating agencies and research analysts with accurate and timely information on developments within our business. We engage in active dialogue with all our financial stakeholders, by publishing press releases and our annual report, and by organising meetings and one-to-one discussions with existing and potential investors. We observe a “silent” period of three weeks prior to the publication of our annual and half-year results. No meetings are held with shareholders or analysts during this period. We also publish our policies on investor relations at vanlanschotkempen.com/investorrelationspolicy.


All documents and other relevant information may be found at vanlanschotkempen.com/en. If you would like to receive Van Lanschot Kempen’s press releases by email, you can subscribe to our news service at vanlanschotkempen.com/pressreleases.

More information

Investors and analysts with questions about Van Lanschot Kempen are welcome to contact our Investor Relations department by phone on +31 20 354 45 90 or by emailing investorrelations@vanlanschotkempen.com.


KEY DATES 2021

Publication of 2021
Q1 trading update

30 April 2021

2021 annual general meeting

27 May 2021

Ex-dividend date

1 June 2021

Record date

2 June 2021

First tranche of the 2020 dividend made payable

9 June 2021

Publication of 2021
half-year results

26 August 2021

Publication of 2021
Q3 trading update

29 October 2021






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71

REPORT OF THE SUPERVISORY BOARD

This report gives an overview of the activities of the Supervisory Board and its committees in 2020. A description of the composition and operation of the Supervisory Board is set out in the notes on corporate governance (see page 90).

The report includes the achievement of corporate targets, the relationship with stakeholders and the relevant aspects of sustainability. It covers the internal organisation as well as the meetings of the Supervisory Board and its committees. It also covers the annual evaluation of the performance of the Supervisory Board, its committees and individual members.

Supervision

Achievement of corporate targets

The Supervisory Board can reflect on an extraordinary year, which was dominated by Covid-19. The pandemic had, and continues to have, an impact on the clients and employees of Van Lanschot Kempen and on the organisation itself.


Despite the pandemic, Van Lanschot Kempen's employees maintained a high level of service towards their clients, which meant that clients retained their trust in the organisation. Employees demonstrated their adaptive power through the sheer pace at which they adjusted to the new working situation, with most people working from home.


Reflecting the focused wealth management strategy, the underlying business proved to be strong, with high net inflow in assets under management – within both Private Banking and Asset Management – and a high number of Corporate Finance transactions completed.


The implementation of cost-saving measures as a response to the Covid-19 pandemic in the first quarter of 2020 resulted in lower cost levels compared to 2019. The 2020 net result was impacted by significant losses on structured products activities, due to exceptional volatility and illiquidity in certain segments of the financial markets.


Sustainability continues to be an important topic for Van Lanschot Kempen. Adding a fifth strategic pillar, "achieve our sustainability ambitions", and establishing a Sustainability Centre are examples of embedding sustainability throughout the organisation. Regulators are also considering sustainability as an important topic, resulting in the EU sustainability regulations that will come into effect in 2021.


As a financial services company, complying with laws and regulations continues to be a key priority for Van Lanschot Kempen. The efforts required to operate in compliance with regulatory requirements continue to grow, and are putting a strain on the resources of the company.


Van Lanschot Kempen's capital position was further strengthened in 2020 and remains very strong. The company followed the recommendations of the European Central Bank (ECB) and De Nederlandsche Bank (DNB) not

to pay out any dividend or return excess capital in 2020. The proposal to pay out a dividend for 2019 was adopted by the annual general meeting in May 2020 and the dividend has been reserved on the balance sheet for shareholders.


Van Lanschot Kempen took an important step in its growth strategy by taking over Hof Hoorneman Bankiers. Subject to regulatory approval, Van Lanschot Kempen will continue to optimise its capital position and allow scope for potential acquisitions.

Structure and functioning of internal risk management

Van Lanschot Kempen’s principal risks, as well as the structure and functioning of its risk management and control systems, are discussed by the Risk Committee. In 2020, the committee’s chairman regularly reported its conclusions and recommendations to the Supervisory Board. Van Lanschot Kempen’s risk appetite statement is subject to the Supervisory Board’s annual approval. The statement for 2021 was approved at the Board’s December meeting. The 2021-23 capital and funding plan was also discussed and approved at the December meeting.

Financial reporting

Financial reporting is discussed regularly at the Audit and Compliance Committee’s meetings, which are also attended by the external auditors. In 2020, the committee paid special attention to the 2020 interim financial statements. In light of the extraordinary circumstances in 2020, we asked our external auditors to issue a review report on our half-year figures – a statement that we received on 25 August 2020.  After each meeting, the chairman of the committee reports on committee discussions to the full Supervisory Board. All members of the Supervisory Board attended the Audit and Compliance Committee’s meeting in 2020 at which the 2019 annual figures were discussed. The Supervisory Board approved the financial statements for 2019 on 19 February 2020.

The Supervisory Board decided to propose to the annual general meeting held on 28 May 2020 that it reappoint PricewaterhouseCoopers Accountants NV (PwC) as external auditors for the 2021 financial year. The annual general meeting has reappointed PwC as external auditors for the 2021 financial year. In January 2021, the Supervisory Board decided to propose the reappointment of PwC for the 2022 financial year to the annual general meeting to be held on 27 May 2021.

Legal and regulatory compliance

The Supervisory Board is regularly provided with information on developments regarding the compliance framework; further development of the compliance programme; and group-wide projects to strengthen policies and control arrangements, especially concerning anti-money laundering and anti-terrorist financing, sanctions and customer due diligence processes, and the supervision of the regulatory authorities regarding compliance with regulations. The Supervisory Board was informed periodically about the ongoing implementation of new legislation and regulations such as the Shareholder Rights Directive II (SRD II) and the Mandatory Disclosure Rules (MDR) – requiring intermediaries and (in their absence) the relevant taxpayer(s) to disclose



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any arrangements that may potentially lead to tax evasion or aggressive tax avoidance.

Relationship with stakeholders

The Supervisory Board regularly discussed Van Lanschot Kempen’s relationship with its shareholders. The most important topics discussed with shareholders were the general development of Van Lanschot Kempen, the progress made on executing the company’s wealth management strategy, the strategy and targets for 2023, organic and inorganic growth opportunities, Van Lanschot Kempen’s strong capital base and capital strategy, and the sustainability profile and ESG approach of the company.

A delegation of the Remuneration Committee of the Supervisory Board held engagement meetings with a broad group of Van Lanschot Kempen’s shareholders and other stakeholders to discuss the consequences of SRD II on the company’s remuneration policy for the Statutory and Supervisory Boards. The remuneration policies for the Statutory and Supervisory Boards were approved by the annual general meeting by 93.7% and 100% of the votes cast respectively. For further information, see page 80.

Karin Bergstein was appointed to the Supervisory Board by the annual general meeting on 28 May 2020 following her nomination. The Supervisory Board adopted the recommendation of the Works Council, which had used its enhanced right of recommendation for the vacancy on the Supervisory Board. Karin Bergstein attended the Works Council's meeting in September to meet with its members.

In January 2020, the Works Councils of Van Lanschot and Kempen merged to form a new, integrated Van Lanschot Kempen Works Council. Jeanine Helthuis met with the new members of the Works Council. Frans Blom, Jeanine Helthuis and Karin Bergstein attended the Works Council’s meeting with the Executive Board in December, at which the general course of business at Van Lanschot Kempen was discussed. In addition, Bernadette Langius discussed the internal pay ratio in 2020 with the Works Council. The Supervisory Board values its constructive relationship with the Works Council.

Relevant aspects of sustainability

In June, the Supervisory Board discussed the consequences of the new European sustainability regulations for Van Lanschot Kempen. Topics discussed included key developments in the regulations, taxonomy, disclosure requirements, "know-your-customer" (including clients' ESG preferences in services), governance (including product governance), risk management and capital requirements. These new sustainability regulations are likely to change the investment landscape. The increased transparency with regard to the sustainability of investment products could raise asset owners' awareness of the importance of sustainability in their investments.

By the end of 2020, sustainability was even further integrated into the organisation. The four existing strategic pillars were extended with a fifth pillar ("achieve our sustainability ambitions") and a group-wide Sustainability Centre was set up to further realise this ambition. In December, the Audit and Compliance Committee was informed about developments and progress made in implementing EU sustainability regulations. In addition, the Risk Committee was informed about progress made on applying the company's responsible lending policy.

Based on the way sustainability is integrated into the organisation – e.g. in policies, products and reporting – the Supervisory Board concluded that Van Lanschot Kempen has taken significant steps in the area of sustainability over the years. Given the continuous developments in this field, as well as evolution towards a more purpose-driven and value-based leadership within companies, sustainability remains a topic that requires ongoing attention from Van Lanschot Kempen going forward.

Internal organisation

Composition of the Statutory and Executive Boards

The composition of the Statutory Board has not changed since 2014. From 2015 onwards, the Statutory Board has, in principle, been taking its decisions at the Executive Board’s meetings. However, the composition of the Executive Board did change in 2020. Leni Boeren, responsible for Asset Management, stepped down as a member of the Executive Board on 12 March 2020. We are grateful to Leni for her contribution to Van Lanschot Kempen. Leni Boeren was succeeded by Erik van Houwelingen, who was appointed as a member of the Executive Board on 16 November 2020. As of that date, he was also appointed chairman of the Management Board of Kempen Capital Management. On 14 September 2020, Leonne van der Sar stepped down as a member of the Executive Board to pursue other interests. We greatly appreciate her work for Kempen Merchant Banking and thank her for her dedication to Van Lanschot Kempen in recent years. The Executive Board currently consists of Karl Guha (chairman), Constant Korthout, Arjan Huisman, Richard Bruens and Erik van Houwelingen.

At the beginning of 2021, we changed our organisational structure by moving from a business line-driven organisation towards a function-based model. For further information, see the section "Our strategy" on page 20. The new organisational structure also led to an adjustment in the areas of responsibility for most members of the Executive Board. Richard Bruens became responsible for the newly formed Client Management & Origination domain, in which we have combined all our client-focused staff and activities across our client groups. Erik van Houwelingen now leads the newly set-up Investment Strategies & Solutions domain that covers all our in-house and externally selected investment solutions and services. Arjan Huisman is responsible for Digital, Advanced Analytics & Technology as well as for Operations, which have now been centralised to streamline processes and increase efficiency. Karl Guha's portfolio was extended with Business Innovation & Development and the Sustainability Centre, while no changes were made to the portfolio of Constant Korthout.

In January 2021, Karl Guha informed the Executive and Supervisory Boards that he has decided to step down as chairman of the Statutory and Executive Boards of Van Lanschot Kempen no later than the end of the year to make way for the new generation. We respect Karl's decision and are very grateful for his large contribution to Van Lanschot Kempen and to the transformation of the firm from a universal bank to a wealth management house. Karl's timely announcement gives us room to find a suitable successor.

Composition of the Supervisory Board

Willy Duron stepped down as chairman and member of the Supervisory Board after the annual general meeting on



Report of the Supervisory Board

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28 May 2020. He had been a member of the Supervisory Board for 13 years, the last four of which as its chairman. We are sincerely grateful for his many years of service to Van Lanschot Kempen and his valuable contribution to the Board. Following the resignation of Willy Duron, Frans Blom, a member of the Supervisory Board since 5 October 2018, succeeded him as chairman of the Supervisory Board.

Karin Bergstein was appointed as a new member of the Supervisory Board at the annual general meeting on 28 May 2020.

Supervisory Board meetings

The Supervisory Board held 14 meetings in 2020. The Executive Board attends the formal meetings of the Supervisory Board and prepares detailed supporting information. Regular items on the agenda of these meetings included the company’s strategy, developments within the various business lines, corporate governance, risk management, IT and operations, financial results, the annual budget and HR topics. The Supervisory Board was informed regularly about the impact of Covid-19 on Van Lanschot Kempen and its employees, as well as the measures that were implemented to guarantee the continuity of (operational) processes. In addition, the Supervisory Board discussed the further simplification of the legal structure of Van Lanschot Kempen through a legal merger between    Van Lanschot Kempen Wealth Management NV and        Van Lanschot Kempen NV, the postponement of the 2019 dividend payment and the acquisition of Hof Hoorneman Bankiers. Two meetings of the Supervisory Board were fully dedicated to Van Lanschot Kempen's strategy and the new organisational structure. All members of the Supervisory and Executive Boards attended these meetings.

The Supervisory Board also held 14 additional meetings with Supervisory Board members only. These meetings give the Supervisory Board the opportunity to reflect on agenda items and discuss possible items that require attention in advance of the regular meetings, as well as to discuss matters such as the composition of the Statutory and Supervisory Boards and

the evaluation of how both boards are functioning. The chairman of the Executive Board was invited to attend some of these meetings, depending on the topics being discussed.

At the meeting in February, the Supervisory Board discussed the performance of the members of the Executive Board in 2019.

The table below shows the composition of Supervisory Board committees, and the attendance rate of each member of the Supervisory Board at the Board and committee meetings.

The Supervisory Board received the information needed to perform its tasks from the Executive Board and the external auditors. Employees from within the organisation regularly attended meetings to provide additional information on specific topics within their respective fields. The agendas for Supervisory Board meetings were drawn up by the Company Secretary, in consultation with the chairman of the Supervisory Board.

In addition, the Supervisory Board held a meeting off-site, to discuss the outcome of the evaluation of the functioning of the Supervisory Board itself, as well as its committees, in more detail. The Supervisory Board decided to make some changes to the composition of its committees. For further information, see page 77.

Supervisory Board committees

Composition of Supervisory Board committees

The Supervisory Board has appointed four committees    from among its members. Each committee advises the Supervisory Board and prepares decision-making by the Board in its designated area of interest. These committees meet separately throughout the year. The main considerations and conclusions of the committees are  shared with the Supervisory Board. The Supervisory Board remains fully responsible for all decisions.

Composition and attendance rate

Supervisory Board

Audit and Compliance Committee

Risk Committee

Selection and Appointment Committee

Remuneration Committee

Willy Duron1

93.3%

(Chair)

100%

100%

100%
(Chair)

100%

Frans Blom

100%

(Chair)2

100%3

100%4

100%
(Chair)²

100%4

Manfred Schepers

92.8%

100%

100%
(Chair)

Karin Bergstein

100%5

100%3

100%3

Jeanine Helthuis

 

100%

100%

100%

100%

Bernadette Langius

92.8%

100%

100%
(Chair)

Maarten Muller

100%

100%3

100%

100%4

Lex van Overmeire

100%

100%
(Chair)

100%

 

1 Until 28 May 2020.

2 Chair as of 28 May 2020.

3 As of 24 June 2020.

4 Until 24 June 2020.

5 As of 28 May 2020.



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Audit and Compliance Committee

As of 28 May 2020, Willy Duron resigned as a member of the Audit and Compliance Committee. Frans Blom and Karin Bergstein were both appointed as new members of the committee in June 2020. The Audit and Compliance Committee held three meetings in 2020. A delegation from the Statutory Board attended these meetings. The external auditors and the directors of the Internal Audit, Compliance, and Finance, Reporting & Control departments were also present at the meetings. The Audit and Compliance Committee also met with the internal and external auditors

without the members of the Statutory Board being present to discuss the course of affairs during the financial year.

The Audit and Compliance Committee carried out a detailed assessment of the annual figures, half-year figures, and information used for the trading updates. The committee considered significant financial items in relation to the company’s financial statements and disclosures, which are shown in the table below.


Key items for discussion

Audit and Compliance Committee review and conclusion

Impairments of loans and advances to the public and private sectors

Impairments for individually identifiable loans are based on IFRS 9.  Van Lanschot Kempen recognises a loss allowance for expected credit losses (ECL) on all loans. The ECL is calculated by using purpose-built IFRS 9 models. For credit-impaired loans, the Credit Risk, Restructuring & Recovery team provides input in determining the lifetime of ECL.

Determining the appropriateness of the individual items involves elements of judgement and requires management to make assumptions. The uncertainties related to Covid-19 and its incorporation in the IFRS 9 models was a special discussion item in 2020.


On the basis of periodic management reports and the outcome of the audit procedures performed by our auditors, we challenged the completeness and accuracy of the impairments made. We discussed the changes in loss allowances during the year as well as the loss allowances recognised in the profit and loss statement.


We paid specific attention to the impact of Covid-19 on the credit portfolio and the impairments made. We discussed the methodology of incorporating the effects of Covid-19 in the IFRS 9 model. We focused on the impact of the steep decline in GDP growth in 2020, and the subsequent expected growth in 2021 and 2022, on the macroeconomic variables used in the model. We were informed about the top-level adjustments that are being applied to the model outputs.

Based on our discussion and considering the acceptable range in the context of estimate uncertainty, we agree with the methodology applied by management in determining the provisions for impairments of loans and advances to the public and private sectors, and with the corresponding results. The disclosures relating to this item are set out in Note 7 to the financial statements.

Fair value measurement of financial instruments

For financial instruments traded in an active market (Level 1), the valuation is based on quoted prices and market data. There is limited judgement involved in the fair value valuation of these instruments. For financial instruments not traded in an active market (Levels 2 and 3), management applies subjective judgement in the fair value valuation of these instruments. The fair value of Level 2 and 3 instruments is determined using net present value models, option models or the net asset value of the underlying investment.

In addition, for certain Level 3 instruments, Van Lanschot Kempen uses market and transaction multiples in the valuation. The nature of the instrument determines the model and data used.

WWe were informed about the methods used for, and the outcome of, management’s valuations of Level 2 and 3 financial instruments, including the governance around model and assumption changes.

We were informed about the impact of Covid-19 on the valuation of Level 2 and 3 financial instruments. We specifically discussed the valuation of the structured products activities.

Based on our discussions and considering the acceptable range in the context of estimation uncertainty, we agree with the estimates applied in the fair valuation of the Level 2 and 3 financial instruments.

Valuation of goodwill

Van Lanschot Kempen annually conducts a goodwill impairment test regarding the valuation of goodwill on its balance sheet. This process is complex and subjective by nature as it is based on assumptions of future market and economic conditions. The assumptions used include future cash flow projections and, for each cash-generating unit (CGU), a cost of equity used as a discount rate. 


Following the developments surrounding Covid-19 in the first half of 2020, management decided to conduct an additional goodwill impairment test for the Merchant Banking CGU in June 2020. We were informed about the outcome of the analysis, and the conclusion that the analysis did not give rise to an impairment. In December 2020, we discussed the regular goodwill impairment test conducted by management. We were informed about the analyses made as well as their outcome. We made special inquiries into the incorporation of Covid-19 and organisational changes in the projections used. We concur with the conclusions from the goodwill impairment test that were drawn by management. 

Acquisition of Hof Hoorneman Bankiers

In August 2020, Van Lanschot Kempen announced the acquisition of all shares in Hof Hoorneman Bankiers. In December 2020, we received a declaration of no objection for the takeover and proposed integration by the regulators. As closing of the transaction occurred in January 2021, we needed to decide on the timing of consolidation, the provision for reorganisation and accounting of the purchase price.

WWe were informed about management's decision to consolidate Hof Hoorneman Bankiers' figures into Van Lanschot Kempen's balance sheet as per 31 December 2020. We concur with this decision, because control over Hof Hoorneman Bankiers shifted to Van Lanschot Kempen at the moment of receiving the final approval from the regulators.


We also took note of the purchase price allocation and the resulting goodwill, as well as of the assumptions underlying the provision for reorganisation.



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The committee discussed the external auditors’ audit plan, reports and the board report prior to their consideration by the full Supervisory Board. During these discussions, the committee discussed the audit scope, materiality, key audit matters and (interim) findings as reported by the auditors. In addition, the committee monitored the actions taken in response to these findings. The Audit and Compliance Committee works closely with the Risk Committee on monitoring the quarterly non-financial risk reports and on key audit matters such as reliability and continuity of the IT environment and the fair value measurement of specific financial instruments. The committee reviews the external auditors’ independence, communication and fees every year. On 27 January 2021, the functioning of PwC in 2020 was evaluated. The outcome of the evaluation resulted in the proposal to reappoint PwC for the 2022 financial year; the committee reached the decision to do this independently.

The Audit and Compliance Committee followed developments in the Compliance department and the work of the Internal Audit department throughout the year. Progress on key initiatives in both departments was discussed. The annual plan and quarterly reports from the Internal Audit and Compliance departments were discussed as part of the committee's evaluation of the quality and effectiveness of Van Lanschot Kempen's governance, policy framework, risk management and internal control systems. The committee discussed the positive assessment of the Internal Audit department by DNB, the annual evaluation of the Audit Charter, and the further development of the compliance risk management framework and initiatives to further mature compliance risk management at Van Lanschot Kempen. Close attention was paid to the anti-financial crime framework targeted at compliance with obligations under anti-money laundering, anti-terrorist financing and other relevant legislation. The committee also received detailed information on projects dedicated to further developing the anti-financial crime framework.

Internal Audit reports presented the results of reviews of the risk & control framework, the implementation and operation of IT systems, the performance of IT systems, the management of the loan portfolio, and the impact of the strategy on the organisation. The Audit and Compliance Committee discussed audit findings and coverage of the audit universe. The key areas discussed included the response to Covid-19, cybercrime, digitalisation, changes in the technological landscape, the consequences of using external parties and moving IT to cloud-based solutions, the project to migrate Van Lanschot Belgium's IT infrastructure to the Dutch IT infrastructure, the transformation to an agile way of working at Kempen Asset Management, the product approval and review process (PARP), EU sustainability regulations and the possible impact of Brexit. Other specific discussion topics included the status of the replacement of IBOR as interbank rate, "Good practices on customer tax integrity risk management" by DNB, new developments on horizontal monitoring by the tax authorities and goodwill impairment testing.

Quarterly reporting from the Compliance department covered themes such as regulatory developments, compliance risk management and monitoring, and initiatives to further strengthen the internal control systems. Information was provided on the harmonisation of policies, procedures and control arrangements across Van Lanschot Kempen to ensure the prevention of money laundering and

terrorist financing. Reports by the Privacy Officer on adherence to the General Data Protection Regulation (GDPR) were also discussed by the Audit and Compliance Committee. Reporting on the implementation of, and adherence to, all applicable rules and regulations was provided. In addition, reports from Compliance and Internal Audit provided information about contact and communication with regulators, and the supervisory actions and reports conducted by DNB and AFM.

Based on the reports by both internal and external auditors, the Audit and Compliance Committee concludes that the internal control environment is adequate for external financial reporting purposes.

Risk Committee

Willy Duron resigned as a member of the Risk Committee on 28 May 2020. On 24 June, Frans Blom stepped down as a member of the Risk Committee and Maarten Muller was appointed as a new member of the committee. The Risk Committee met three times in 2020. Its meetings were also attended by the CFO/CRO, CEO, Director of Risk Management and Director of Credit Risk, Restructuring & Recovery. The committee paid detailed attention to the credit, operational, market and interest rate risks to which the organisation is exposed.

The quarterly risk appetite reports were discussed by the Risk Committee. In all meetings, specific attention was given to reviewing whether Van Lanschot Kempen’s risk profile was within the limits set in Van Lanschot Kempen’s risk appetite. The committee discussed credit risk, execution risk of specific change projects, data management risk, cybercrime and IT risk, business continuity risk and the impact of Covid-19 on the risk profile of the organisation during its meetings. Interest rate and market risk developments were discussed based on factors including duration analyses, the development of value at risk, and stress tests. Attention was paid to cybersecurity and the risk mitigation measures and procedures that are in place, as well as developments regarding structured products activities. Extra attention was paid to IT and internal control risks during periods that the majority of employees were working from home due to Covid-19 restrictions. Preventive measures were put in place, and no major incidents occurred. The results of these measures were discussed by the Risk Committee.

As a result of significant losses on structured products activities, discussions took place about short-term extra hedging strategies and (in the medium term) changes in the target operating model. The outcomes of both discussions have been shared in the Risk Committee. The committee was also informed about risk mitigation measures and developments in several strategic projects, such as the outsourcing of payment services to Fidor and the redevelopment of the internal ratings-based (IRB) model.

At the committee’s December 2020 meeting, the capital and funding plan for 2021-23 and Van Lanschot Kempen’s risk appetite statement for 2021 were discussed. Both documents were submitted to the Supervisory Board with a positive recommendation. See vanlanschotkempen.com/en/ governance (“Banking Code”) for the principles on which Van Lanschot Kempen’s risk appetite is based.




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In 2020, the Risk Committee paid special attention to the topics detailed in the table below.

Key items for discussion

Risk Committee review and conclusion

Credit risk

Developments concerning risks in the overall loan portfolio, including the non-performing part of the loan portfolio, were thoroughly reviewed and discussed. Extra attention was paid to the possibility of deterioration in the quality of the loan portfolio due to the Covid-19 crisis.


The Risk Committee received quarterly risk reports, including reporting on credit risk, and noted an ongoing improvement in both the performing and the non-performing parts of the loan portfolio. The potential negative impact on the quality of the loan portfolio due to the Covid-19 crisis was monitored carefully. Only a limited number of clients applied for special loans, which underlines the quality of the portfolio. We conclude that despite Covid-19, credit risk is still decreasing and that developments in the loan portfolio are proceeding according to plan. Moreover, we were informed about the progress of the project to upgrade the IRB models in line with the new IRB regulations.

Market risk

The very volatile markets in March and April 2020 resulted in significant losses on structured products. Due to abrupt changes in market circumstances as a result of the Covid-19 pandemic, the macro-hedging strategy was no longer effective.


Members of the Risk Committee were updated on the situation regarding structured products activities in an ad-hoc meeting at the time. At the regular committee meetings that followed, special attention was paid to new developments – including evaluation of the causes of the losses, newly introduced limits and a new target operating model for structured products. As a result of these losses, discussions took place regarding extra hedging strategies in the short term and changes in the target operating model in the medium term. The outcomes of these discussions were shared in the Risk Committee.

Cybercrime

Cybercrime is and will remain one of the main threats facing the financial services industry. The Covid-19 crisis resulted in even more cybercrime activities, and thus even higher risks. With our scale and budget, we need to follow a risk-based approach and develop intelligent solutions.


Management informed us about the most recent developments in the company's cybersecurity strategy. The level of security is being continuously increased to keep pace with the increasing threat level. In addition to technological defence measures, the emphasis is on security awareness and responsiveness. We conclude that sufficient resources and attention are being dedicated to this important topic.

Non-financial risk

The Covid-19 outbreak in 2020 changed our way of working dramatically. This entailed additional operational risks.


Through strong crisis management and IT efforts, the organisation shifted successfully to working from home. Operational stability was sound and, after a short delay, several change projects could be realised. Although an increase in cyberthreats was observed, no major incidents were reported. We conclude that non-financial risks are being adequately monitored, and ongoing initiatives are being taken to reduce these risks further.

Robustness of IT environment

Van Lanschot Kempen is dependent on its IT environment for the reliability and continuity of its operations and financial reporting. In 2020, we successfully migrated the IT systems of our operations in Belgium to the infrastructure of the Van Lanschot Kempen organisation as a whole, and thus mitigated IT risks in our second domestic market significantly.


We were informed about the progress made on the major IT projects within Van Lanschot Kempen and their implementation so far. Despite the challenging circumstances in the first half of 2020, several high-impact and high-risk projects were successfully completed, which reduced risks. The migration of the Belgian IT infrastructure to the Dutch Private Banking IT infrastructure was one of the most important achievements to mitigate these risks.

Selection and Appointment Committee

Willy Duron resigned as a member of the Selection and Appointment Committee on 28 May 2020, and Frans Blom succeeded him as chairman of the committee. The Selection and Appointment Committee met 12 times in 2020 to discuss the recruitment and selection process and succession planning for new members of the Supervisory Board, as well as the composition of the Statutory Board. The composition of the Supervisory, Statutory and Executive Boards was also discussed during the closed sessions of the Supervisory Board.

Remuneration Committee

Willy Duron stepped down as a member of the Remuneration Committee in May, while Frans Blom and Maarten Muller stepped down as members of the committee in June, in line with the Supervisory Board's decision to make

some changes to its committees. Karin Bergstein was appointed as a new member of the Remuneration Committee in June. The Remuneration Committee held four meetings in 2020. Representatives of the HR department also attended the meetings. The chairman of the Executive Board was invited to attend some of the Remuneration Committee meetings, depending on the topics being discussed. At its February meeting, the committee discussed the Executive Board's KPIs for 2020. The 2019 remuneration report and the new remuneration policy of the Statutory and Supervisory Board were discussed, as was the 2019 variable remuneration paid to staff of Van Lanschot Kempen.

The amount available for variable remuneration of Van Lanschot Kempen staff for 2020 was among the topics discussed at the December meeting.




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Consequences of SRD II on the company’s remuneration policy

SRD II requires additional context to be included in the remuneration policies for the Statutory and Supervisory Boards. A delegation of the Remuneration Committee held engagement meetings with a broad group of Van Lanschot Kempen’s stakeholders. During these meetings, we obtained a clear understanding of their views on the implementation of SRD II and on Van Lanschot Kempen’s remuneration policies for the Statutory and Supervisory Boards. The remuneration policies were amended with an explanation of our approach to remuneration. The remuneration policies for the Statutory and Supervisory Boards were put to vote at the annual general meeting on 28 May 2020 and were approved by the annual general meeting by 93.7% and 100% of the votes cast respectively. Further details on the remuneration policy of the Statutory Board can be found in the remuneration report on page 84.

In addition, the Remuneration Committee paid specific attention to the preparation of the remuneration report, which was drawn up in accordance with the new requirements based on the law under which SRD II must be implemented. The remuneration report was submitted to the annual general meeting in May 2020 for an advisory vote, and was approved by 93.7% of the votes cast.

Assuring supervision quality

Evaluation of the Supervisory Board

The Supervisory Board performs an annual evaluation of the functioning of the Supervisory Board, its committees and individual members. The evaluation is carried out under the guidance of an external adviser once every three years – including in 2020. In the intervening years, the evaluation process is carried out using a questionnaire completed by each Board member. The evaluation process was carried out in December 2020 and January 2021, and included interviews with all members of the Supervisory and Executive Boards, as well as a questionnaire. The evaluation includes the participation and contribution of each member of the Supervisory Board, the knowledge and experience of the Supervisory Board collectively, the interaction and dynamics within the Supervisory Board, the communication and provision of information, the decision-making process and quality of the information provided for Supervisory Board meetings, the independence of mind of the individual members, and the relationship with the Executive Board. The outcomes and recommendations from the evaluation were discussed by the Supervisory Board during a separate meeting in February 2021; recommendations will be implemented as a result.

The Supervisory Board concluded that the Board and its committees are functioning well, and that its composition is in line with the required profile in terms of suitability, expertise and diversity, and also complies with Principle 2.1 of the Dutch Corporate Governance Code.

Evaluation of the Statutory and Executive Boards

In February 2021, the Supervisory Board evaluated the functioning of the Statutory and Executive Boards as a whole and that of the individual members of both boards based on the key performance indicators (KPIs) for 2020. The Supervisory Board sets the KPIs for the Executive Board every year. The KPIs set for the Executive Board consist of

Van Lanschot Kempen's external financial and non-financial KPIs, with additional KPIs on financial and risk management. The financial KPIs include the return on CET 1, costs, operating profit before tax, risk appetite and efficiency ratio. The non-financial KPIs include reductions in carbon emissions, employee engagement, diversity and inclusion, and employer Net Promoter Score. For further information on performance against these KPIs, see page 22.

The assessment of the KPIs is included as the basis for the collective assessment of the Executive Board and the individual assessment of the members of the Executive Board for 2020. In addition, a delegation of the Supervisory Board reviewed the 2020 performance and lessons learned with the individual members of the Executive Board in January 2021. The outcomes from these meetings were discussed by the members of the Supervisory Board, who concluded that the members of the Executive Board both collectively and individually performed well in 2020. The conclusions and recommendations relevant to the Statutory and Executive Boards were shared with the members of these boards. The 2021 KPIs for the Executive Board are in line with Van Lanschot Kempen’s financial and non-financial KPIs for 2021 (see pages 26-41). 

The Executive Board evaluated its own functioning and effectiveness on a regular basis during its quarterly off-sites. Board members gave each other feedback on their strengths and points to consider, and reflected on these.

On-boarding programme

All new members of the Supervisory Board complete an extensive on-boarding programme when appointed. The programme is tailor-made for each newly appointed member of the Supervisory Board, as their knowledge and experience varies. The aim of the on-boarding programme is to ensure that new members have thorough knowledge of Van Lanschot Kempen and its business activities in order to fulfil their role within the Supervisory Board.

Education

The members of the Supervisory and Executive Boards took part in the continuing education programme. In 2020, three continuing education sessions were organised. Topics covered included:

Shareholder activism;

The Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wwft);

Sustainability regulations and their impact on Van Lanschot Kempen.

These education sessions were positively rated by the members of the Supervisory and Executive Boards.

Independence

All members of the Supervisory Board perform their duties independently and critically. The independence requirements described in best practice provisions 2.1.7 to 2.1.9 of the Dutch Corporate Governance Code have been fulfilled. Currently, there are no dependent members on the Supervisory Board.

In the event of a potential conflict of interest relating to a particular topic, the Supervisory Board member concerned is not allowed to participate in discussions or decision-making on that topic. Best practice provisions 2.7.3 to 2.7.4 of the Dutch Corporate Governance Code were observed as far as



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applicable. In 2020, there were no conflicts of interest of material significance for members of the Supervisory or Statutory Boards.

Financial statements

The Supervisory Board has reviewed and approved the annual report for 2020 and the 2020 financial statements. The 2020 financial statements have been audited by the external auditors, PwC. The independent auditors’ report can be found on page 208. The external auditors have also issued an assurance report on the sustainability information in this annual report. This report can be found on page 218. We invite the annual general meeting to adopt the 2020 financial statements as submitted and to discharge the Statutory Board in respect of its conduct of Van Lanschot Kempen’s affairs and the members of the Supervisory Board in respect of their supervision.

Acknowledgements

The Supervisory Board would like to thank all stakeholders for their continued trust in Van Lanschot Kempen and the Executive Board.

We would like to express our heartfelt thanks to the Executive Board and staff, who have worked hard and adjusted successfully to home-based working during the Covid-19 pandemic. We are very grateful for their dedication and flexibility under such difficult circumstances in 2020.

‘s-Hertogenbosch, the Netherlands, 24 February 2021

Supervisory Board

Frans Blom, Chairman

Manfred Schepers, Vice-Chairman

Karin Bergstein

Jeanine Helthuis

Bernadette Langius

Maarten Muller

Lex van Overmeire






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REMUNERATION REPORT


Remuneration Committee

Key objectives

To advise on the Statutory Board remuneration policy and its execution, and to prepare the Supervisory Board’s decision-making.

Composition

Chair

Bernadette Langius

Responsibilities

The responsibilities of the Remuneration Committee include:

Providing advice to the Supervisory Board on:

the determination of the policy on remuneration of the Statutory Board;

the total remuneration packages for the members of the Statutory Board;

the remuneration of the members of the Supervisory Board;

Preparing the annual remuneration report;

Overseeing remuneration policies and practices, including total variable remuneration paid to Van Lanschot Kempen employees, significant¹ individual variable remuneration, and individual variable remuneration to all identified staff.

The committee held four meetings in 2020.

Members

Jeanine Helthuis                          Karin Bergstein²

Letter from the Chair of the Remuneration Committee1,2

Dear shareholder,

As Chair of the Remuneration Committee, I’m pleased to present Van Lanschot Kempen’s remuneration report. This report is guided by requirements originating from the updated EU Shareholder Rights Directive. Although there is still not full clarity around the specific legal requirements for the report, we have written this report in line with the spirit of the draft EU guidelines for disclosure. 

This report includes both a summary of our Statutory Board and Supervisory Board remuneration policies and our annual report on remuneration, which sets out how our policy was applied during 2020, and how it will be applied in 2021. On 28 May 2020, the AGM approved the remuneration policies for the Statutory Board with a majority of 93.7% of the votes cast and for the Supervisory Board with 100% of the votes cast.

The 2019 remuneration report was approved by the AGM (advisory vote) with a majority of 93.7% of the votes cast. There was no specific follow-up given the outcome of this vote. We did not receive any substantive comments on the 2019 remuneration report. The 2020 remuneration report

 

 

will be subject to an advisory vote at our AGM on            27 May 2021.


Alignment with our strategic framework

Van Lanschot Kempen has transformed from a universal bank into a specialist, independent wealth manager. In fact, it has become a professional services company with a banking licence. This leads to specific challenges from a remuneration perspective, especially within the Dutch regulatory context.

We compete with large financial institutions in our niches. We strongly believe that our future success requires a robust Statutory Board with a proven track record in wealth management and related merchant banking activities, while experience in digitalisation and advanced analytics is also key. As a consequence, the remuneration of the Statutory Board members should be such that Van Lanschot Kempen is able to attract and retain the necessary talent, which includes future board members from highly specialist wealth management and technology firms. Moreover, the remuneration package of the Statutory Board must be structured to fit properly within the Dutch context.

1 More than 50% of fixed remuneration.

2 Further to the redistribution of Supervisory Board committees, Frans Blom and Maarten Muller left the Remuneration Committee on 24 June 2020. Willy Duron stepped down from the

  Supervisory Board and Remuneration Committee on 28 May 2020. Karin Bergstein joined the Remuneration Committee on 24 June 2020 because she is a member of the Supervisory Board, on

  the basis of the enhanced right of recommendation of the Works Council.



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Remuneration principles remained unchanged in 2020

We believe in rewarding long-term sustainable performance to help achieve our long-term strategy. This is reflected in our Statutory Board remuneration policy. Since 2015, this consists of fixed remuneration only (no variable remuneration) and includes a large proportion in depositary receipts for shares (hereinafter: shares), with a five-year lock-up period, in combination with share ownership guidelines.3 This creates a strong focus on long-term value creation.

In compliance with the law under which SRD II has been implemented in the Netherlands, certain textual additions have been made to the Statutory and Supervisory Board remuneration policy to explain our remuneration approach. These were approved at the 2020 AGM. The remuneration structure for the Statutory and Supervisory Boards remained unchanged in 2020.

Total remuneration in 2020

We review total remuneration for the Statutory Board periodically, taking into account internal and external perspectives. When adopting the Statutory Board remuneration package, we consider pay ratios within the company and remuneration policies in place across the wider workforce in our organisation. Moreover, the Remuneration Committee takes note of individual Statutory Board members’ views regarding the amount and structure of their own remuneration.

In response to the Covid-19 pandemic, the members of the Statutory Board believed it was appropriate to collectively and individually set an example regarding the reduction of costs within the firm. They therefore decided to take a 10% pay cut on the cash component of their 2020 compensation on a voluntary basis, from 1 May until the end of 2020. This decision was highly appreciated by the Supervisory Board.

In line with the Statutory Board remuneration policy approved by shareholders, the Supervisory Board indexed the fixed remuneration of the members of the Statutory Board. The indexation started on 1 July 2020, in line with the wider workforce. The indexation amounted to 1.6% and was maximised by the derived Consumer Price Index (CPI) applicable over 2019.

For more information about the Statutory Board's remuneration package and pay ratios, see “Remuneration of the Statutory Board in 2020” on page 84.

Performance management

The Supervisory Board assesses and challenges the performance of the Statutory Board based on a set of financial and non-financial key performance indicators (KPIs). These KPIs are strongly aligned with KPIs for the rest of the organisation, and reflect both the interests of our stakeholders and our ambitions as a wealth manager. In assessing the performance of the Statutory Board, great value is attached to their performance as a team. This is the starting point of the performance assessment, given the company’s complementary business lines. If the performance of a Statutory Board member is consistently under par, the Supervisory Board may dismiss the responsible Board member (after consulting the general meeting).

Stakeholder engagement

We take our stakeholders’ views very seriously, and welcome an open dialogue on all aspects of remuneration.
In preparation for the 2020 AGM, a delegation from the Remuneration Committee of the Supervisory Board consulted with a large cross-section of our shareholder base, proxy advisers, the Works Council, various client groups and Dutch political parties. During these meetings, an explanation was given about the revised Shareholder Rights Directive; the Statutory and Supervisory Board remuneration policy; the Supervisory Board’s view on rewarding long-term sustainable performance; and the Dutch context, such as the Dutch law on remuneration of financial undertakings, and the Dutch Corporate Governance and Banking Codes.

The dialogue with our stakeholders was very constructive. Gaining their views on executive pay in general, and Van Lanschot Kempen’s remuneration policy in particular, was very valuable.

The Supervisory Board received detailed feedback about each of the engagement meetings, and appreciates that it is important for stakeholders to have a clear understanding of the decisions made around remuneration. We would like to thank all the stakeholders for their valuable input. The feedback was very constructive, and the Supervisory Board will take it into account going forward. Van Lanschot Kempen will continue this broader scope of stakeholder engagement, and will aim to liaise with stakeholders on sensitive matters well before these items are put on the AGM agenda.


Looking ahead to 2021

The remuneration policy for the Statutory and Supervisory Boards will remain unchanged in 2021.


‘s-Hertogenbosch, the Netherlands, 24 February 2021

Remuneration Committee


Bernadette Langius, Chair

3  Statutory Board members must hold Van Lanschot Kempen shares with a value equal to or above the cash portion of two years' gross salary (for as long as they remain in office). They can

  gradually meet this requirement over the years. If the share price is not performing, the Statutory Board members must increase their holdings. The share ownership requirement leads to an 

  effective lock-up period, which is longer than five years from the start of the share ownership. This effective lock-up is more than seven years for the CEO, for example.



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Our approach to remuneration: rewarding long-term sustainable performance

Our purpose is the preservation and creation of wealth, in a sustainable way, for our clients and the society we serve.

As a company, we believe that the generation of wealth – and its redistribution through taxation – are critical to the process of creating and maintaining stable, successful societies. Given that social cohesion necessitates such wealth creation, we believe that wealth management cannot be the preserve of a few but is a necessity for all. We create wealth, economic growth, jobs and tax income via our services to entrepreneurs, as well as contributing to the realisation of societal goals via the preservation and creation of wealth for asset owners, including private individuals and pension funds.

We believe that wealth is not just about financial assets; essential as these may be, wealth is about all the things that we value in life. In a broader sense, wealth represents the collective wisdom of a society and the cultural norms and values that sustain it. Although our primary objective is to help our clients with the financial aspects of wealth, we endeavour to serve their broader objectives as well. 

We serve clients across the social spectrum and in several segments – private, wholesale & institutional and corporate – as a trusted partner and to assist them in preserving and creating wealth sustainably. Investing for the long term is no longer just about looking for the greatest returns by a future date; it's about ensuring the liveability of the planet for the generations to come. We believe that serving the long-term interests of our clients helps create a platform for sustainable investing and societal stability.

This view is reflected in our approach to remuneration. The remuneration of the Statutory Board consists of fixed remuneration only, and includes a large proportion in Van Lanschot Kempen shares (with a five-year lock-up period), creating a strong focus on the long-term continuity of the company and subsequent strong client relations.


WE BELIEVE IN:

Focusing on the long term

Variable remuneration is scrutinised in Dutch society, especially in the financial sector. The use of variable remuneration can lead to a focus on short-term performance. As we believe in rewarding long-term sustainable performance, we ended all variable remuneration for the Statutory Board in 2015. Since then, we have only paid fixed remuneration to the Statutory Board.

Rewarding sustainable performance

We pay out a substantial proportion of the fixed remuneration in shares to ensure our Board members focus on long-term, sustainable performance. To maximise this effect, these shares are subject to a five-year lock-up period (during which the shares cannot be sold).

Creating a sense of ownership

We believe in aligning our interests with those of our shareholders through a high level of personal share ownership. Our share ownership guidelines stipulate that Statutory Board members must hold Van Lanschot Kempen shares with a value equal to or above the cash portion of two years of their gross salary (for as long as they remain in office). If the share price is not performing, the Board members must keep increasing their holdings.

Performance management

The Supervisory Board assesses and challenges the performance of the Statutory Board based on a set of financial and non-financial KPIs. In assessing the performance of the Statutory Board, great value is attached to their performance as a team. The Supervisory Board evaluates both the performance of the Statutory Board as a whole and that of the individual Statutory Board members on an annual basis. Performance discussions are held with the individual members. The Statutory Board also annually evaluates its own functioning as a whole and that of its individual members. If an individual Statutory Board member underperforms, they are held accountable. If no improvement is realised, the Statutory Board member can be dismissed by the Supervisory Board at any time.

Van Lanschot Kempen has developed a set of KPIs focusing on long-term value creation. These financial and non-financial KPIs reflect both the interests of stakeholders and our ambitions as a wealth manager. They are in line with the company’s values and will be reassessed from time to time. The KPIs that are relevant from a strategy and stakeholder perspective are disclosed in the sections about our value creation per type of capital on pages 26-41. These KPIs are also applicable to the members of the Statutory Board. Van Lanschot Kempen aims for the KPIs and performance management applicable to the Statutory Board to be fully aligned with the rest of the organisation.



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Our remuneration policy at a glance

The remuneration policy for members of Van Lanschot Kempen’s Statutory Board was approved and adopted by the AGM on 28 May 2020, and applied from that date. The remuneration policy for the Executive Board is similar to the Statutory Board remuneration policy.


Our remuneration policy aims to ensure a balanced, sustainable and competitive remuneration package. The key features of our remuneration policy are as follows:

Purpose

Operation

Fixed salary – cash

To reflect the scale and complexity of our company, enabling us to attract and retain the highest calibre talent needed to continue the company’s transformation and growth

Fixed salary in cash, paid during the year in 12 instalments, taking into account the following factors:

Level of skill, experience and scope of responsibilities;

Business performance, scarcity of talent, economic climate and market conditions;

Developments elsewhere within Van Lanschot Kempen, including pay ratios;

Developments in our external comparator groups (which are used for reference purposes only).

Fixed salary – shares

To reflect the scale and complexity of our company, enabling us to attract and retain the highest-calibre talent needed; to align rewards with long-term sustainable performance; and to align the interests of the Statutory Board with shareholders

Fixed salary in shares, paid in one instalment:

A lock-up period of five years applies to these shares.

Indexation

To compensate for inflationary pressure on real wages

The remuneration of the Statutory Board can be increased annually at the discretion of the Supervisory Board. The indexation is maximised by: i) the general increase granted to the wider workforce; and ii) the derived CPI applicable over the previous year. It will only be applied if: i) the overall performance of the Statutory Board member is (at least) on target; and ii) it can be justified by the financial performance of the company. The indexation is granted fully in cash.

Share ownership guidelines

To align the interests of the Statutory Board with those of shareholders

Statutory Board members must hold Van Lanschot Kempen shares with a value equal to or above the cash portion of two years’ gross salary (for as long as they remain in office). They can gradually meet this requirement over the years. If the share price is not performing, the Statutory Board members must keep increasing their holdings.

Pension and disability insurance

To secure income after retirement or in case of disability

The members of the Statutory Board are responsible for their own pension provision, towards which they receive a fixed cash payment of 30% of their fixed remuneration. This percentage is in line with our reference market.

They also receive a payment of 2.59% of their fixed remuneration for taking out disability insurance.

There are no early retirement schemes for Statutory Board members.

We monitor external developments regarding alignment between executive pensions and broader employee pension arrangements, and the possible impact that these may have in the Netherlands.

Remuneration of the Statutory Board in 2020

In response to the Covid-19 pandemic, the members of the Statutory Board decided to take a 10% pay cut on the cash component of their 2020 compensation on a voluntary basis, from 1 May until the end of 2020.

The Supervisory Board indexed the fixed remuneration of the members of the Statutory Board. The indexation amounted to 1.6% and was maximised by the derived CPI applicable over 2019. The indexation was applied as of 1 July 2020 (in line with the wider workforce) and was granted fully in cash, in accordance with the Statutory Board remuneration policy. The remuneration paid to the Statutory Board in 2020 and 2019 is presented in the table on the following page.






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Total remuneration of the individual members of the Statutory Board in 20204 (€1,000)

Karl Guha

Constant Korthout

Arjan Huisman

Richard Bruens

2020

2019

2020

2019

2020

2019

2020

2019

Fixed salary in cash

730

773

415

438

415

438

415

438

Fixed salary in shares5

388

388

312

312

312

312

312

312

Total fixed salary

1,118

1,160

727

750

727

750

727

750

Pension and disability insurance

381

378

246

244

246

244

246

244

Total remuneration6

1,499

1,538

973

994

973

994

973

994

Compliance with our remuneration policy4,5,6

We have continued to ensure that decisions on Statutory Board remuneration are made in accordance with our policy, as approved by our shareholders and in the context of developments inside and outside Van Lanschot Kempen. We have not made use of any discretion when applying the policy, except for using the indexation clause for the Statutory Board.

Total remuneration management

We review total remuneration for the Statutory Board periodically, taking into account internal and external considerations.

Internal pay ratios, fairness and wider workforce considerations

When adopting the Statutory Board remuneration package, we consider pay ratios within the company – attaching importance to the need for a sound pay ratio. The development of the pay ratio is discussed annually with the Works Council. Starting in 2020, we decided to use a more specific pay ratio calculation method, so that the data being compared is matched as closely as possible. Under this new method, the average labour cost only consists of salaries, social security premiums, variable remuneration and pension costs. Comparative figures have been adjusted accordingly. 

A comparison of the remuneration package of the CEO and the average labour cost7 of an employee within Van Lanschot Kempen results in a pay ratio of 11:1 (2019 ratio: 12:1). Trade unions apply the rule of thumb that the pay ratio should be a maximum of 20:1.

As part of the review of Statutory Board remuneration, we take into account the remuneration policies in place across the wider workforce. This includes considering the structure of remuneration packages at each level of the business to ensure there is a strong rationale for how these evolve across the different levels of the organisation. The fixed expense allowance for members of the Statutory Board was abolished from 2020, in line with the rest of our employees. Business expenses are reimbursed on a declaration basis.

For more detailed information on Statutory Board remuneration versus remuneration for the wider workforce (as well as company performance), see “Supplementary

disclosure related to Statutory Board remuneration” on page 86.

External considerations

We periodically assess the remuneration levels of the Statutory Board versus external market levels. For this purpose, we use a well-balanced, focused group of companies, which reflects our talent market for Statutory Board positions. This serves as one of many checks in the determination of remuneration levels.

Van Lanschot Kempen has transformed from a universal bank into a specialist, independent wealth manager. In fact, it has become a professional services company with a banking licence.

We are convinced that market capitalisation does not drive talent. Our talent market is much broader than that of our direct competitors. This is evidenced by our current Statutory Board members, who were consistently hired from top-notch larger firms. The relevant market includes both financial services companies and non-financial industry companies, both Dutch and international, and companies that are similar to and larger in size than Van Lanschot Kempen. The relative size of the company versus our competitors drives the need to attract better people than the competition. Prompted by our business strategy, we are willing to pay for the best people in the market. Typically, this talent comes from companies that are larger than ours.

Our external reference market consists of the following types of companies:

Specialist wealth management companies: We are a (highly) specialist company, and need to be able to attract specialists to further grow the business. As there are no other standalone specialist wealth management companies of comparable size in the Netherlands, we look at companies active in Western Europe. We take into account standalone companies, broadly comparable in terms of number of employees and type of professional setting.

Dutch banks: Although not all of the banks are directly comparable in terms of activities and size, these companies are subject to the same regulatory framework and are part of the same public debate.

4 To be able to make a comparison between 2020 and 2019, the same definition of total remuneration (total fixed salary plus pension and disability insurance) has been used. Business expenses

  have not been included.

5 Expenses (in €1,000) recognised under IFRS-EU accounting for Van Lanschot Kempen shares differ due to treatment under IFRS 2. For 2020, expenses under IFRS for Karl Guha amounted to

  €432 (2019: €429), for Constant Korthout to €348 (2019: €346), for Arjan Huisman to €348 (2019: €346), and for Richard Bruens to €348 (2019: €346). A proportion of fixed salary is paid in

  the form of Van Lanschot Kempen shares. Karl Guha received 19,456 shares (2019: 18,953) while the other members of the Statutory Board each received 15,677 shares (2019: 15,273). The

  number of shares granted is based on the average share price for the first four trading days in a year. For 2020, the average share price amounted to €19.92 (2019: €20.45). IFRS takes the 

  share price at grant date as the basis for recognition. This price also amounted to €19.92 in 2020 (2019: €20.45).

6 Expenses recognised under IFRS-EU accounting for total remuneration differ due to treatment under IFRS 2. For 2020, expenses under IFRS for Karl Guha amounted to €1,543 (2019: €1,580),

  for Constant Korthout to €1,009 (2019: €1,028), for Arjan Huisman to €1,009 (2019: €1,028), and for Richard Bruens to €1,009 (2019: €1,028).

7 The average labour cost is calculated by dividing total staff costs (excluding costs for redundancy, mobility, training and other staff costs) by the average number of FTEs working for

  Van Lanschot Kempen.



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Other Dutch companies: Although other banks and specialist wealth management companies are important from a talent market perspective, our talent pool does not only consist of financial services companies. For example, in pursuing our wealth management strategy, professional qualifications are key – including the ability to adapt to technological changes. Because of this, our peer group also consists of other, non-financial Dutch companies. These companies are larger than ours, reflecting our experience that talent suitable for our Statutory Board is likely to be attracted (and lost) to larger companies.

The peer group is in line with requirements as laid down in the Dutch Banking Code. This code prescribes that the peer group should be composed of comparable positions both inside and outside the financial industry, including the relevant international context. If we change our remuneration policy in the future, we will also review our Statutory Board peer group. The composition of the peer group currently is set out in the table below.

Statutory Board peer group

Specialist wealth management companies

Dutch banks

Other Dutch companies

BIL

ABN AMRO

Aegon

Degroof Petercam

ING Groep

ASML

Julius Bär

NIBC Bank

Boskalis Westminster

Quintet

Rabobank

DSM

Lombard Odier

KPN

Vontobel

NN Group

Vopak

As for the Statutory Board’s overall total remuneration level, the objective is to remain competitive and to occupy a position below the median of the peer group. When establishing more specific positioning against market data, we take into account that some of the companies are substantially larger than ours. As a result, the current remuneration packages of our Statutory Board members occupy a position far below the median of the peer group.

Following feedback from stakeholders, in 2019 we asked Willis Towers Watson (WTW) to update the market assessment for the Statutory Board. No changes were made in the companies selected, but we asked WTW to benchmark one level deeper in the organisation for the larger firms in the peer group (at similar job levels). This means that our CEO was compared with positions that report to the CEO (CEO-1 level); for the other Statutory Board positions, divisional heads were included that report to CEO-1 level (i.e. CEO-2). As these positions do not have formal board responsibilities, a standard board premium (in line with market practice) was applied to the base salary levels. Based on this updated analysis, we found that the CEO and CFO are still placed below median market levels (in the 40th percentile for the CEO and 44th percentile for the CFO), while the other Statutory Board members are placed at median market levels.

Statutory Board performance

As indicated in our approach to remuneration, the performance of the Statutory Board is assessed based on non-financial and financial KPIs. For 2020, the following KPIs (selected from a strategic and stakeholder perspective) were included in the KPIs of the Statutory Board. For a comprehensive overview of the Statutory Board KPIs, see the sections about our value creation per type of capital on pages 26-41.


KPIs

Targets 2023

Result 20208

Supervisory Board assessment 2020

Financial

CET 1 ratio

15-17%

24.3%

Excellent

Return on equity (CET 1)

10-12%

4.4%

Below target

Efficiency ratio

70-72%

85.7%

Below target

Non-financial

Net Promoter Score (NPS)

a.Private Banking

b. Evi

c. Asset Management

a.10

b. 10

c. 20

a.26

b. 5

c. 319

a.Excellent

b. Below target

c. On target

Employer Net Promotor Score (eNPS)

> 10

6

On target

In addition to these, the members of the Statutory Board had KPIs regarding the level of operating expenses, run-rate revenue per business line, active involvement in relevant M&A opportunities, and risk appetite.

8 Van Lanschot Kempen set its targets for 2023. The 2020 targets differ from the 2023 targets because of the annual development towards these future goals.

9 The Asset Management NPS is measured once every two years and the score is valid for two years. The result and assessment are therefore linked to the 2019 NPS.



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Supplementary disclosure related to
Statutory Board remuneration

Annual change in Statutory Board remuneration versus wider workforce and company performance10

2020

2019

2018

2017

2016

2015

CEO remuneration (€1,000)11

1,499

1,538

1,538

1,229

1,194

1,194

Other Statutory Board members’ remuneration11 (€1,000)

973

994

994

795

772

772

Average employee remuneration (€1,000)12

140

131

139

130

122

118

Underlying net profit (€ million)

51.0

108.8

103.0

112.3

81.3

60.1


Number of shares held by Statutory Board members in 2020

At 1 January 2020

Bought/awarded

Sold/post-employment

At 31 December 2020

Karl Guha

63,722

12,055

75,777

Constant Korthout

62,042

9,714

71,756

Arjan Huisman

41,655

9,714

51,369

Richard Bruens

58,004

9,714

67,718

Total

225,423

41,197

266,620

At 31 December 2020, the members of the Statutory Board held no options for shares.

Loans to Statutory Board members are only granted within the scope of normal operations and in keeping with conditions laid down in the financial services regulations for

directors of Van Lanschot Kempen, subject to the approval of the Remuneration Committee.

No advances or guarantees have been granted to members of the Statutory Board.13 No impairments or write-offs have occurred on loans granted to Statutory Board members.

Loans to Statutory Board members at 31 December 2020 (€1,000)

At 31 December 2020

Repaid

Interest

Collateral

Karl Guha

Constant Korthout

Arjan Huisman

Richard Bruens

600

1.90%

Mortgage

501

18

1.72%

Mortgage

247

9

1.72%

Mortgage

Total

1,348

27

Remuneration of the Supervisory Board in 2020

The remuneration policy for members of the Supervisory Board was adopted by the AGM on 28 May 2020 and applied from that date. The remuneration of the Supervisory Board is summarised in the tables below.

Remuneration of the Supervisory Board

Chairman

Vice-Chairman

Member

Supervisory Board

€90,000

€70,000

€60,000

Audit and Compliance Committee

€15,000

€10,000

Risk Committee

€15,000

€10,000

Remuneration Committee

€10,000

€7,000

Selection and Appointment Committee

€10,000

€6,000

Remuneration of the Supervisory Board in 2020 (€1,000)

2020

2019

Willy Duron (until 28 May 2020)

53

127

Manfred Schepers

95

95

Frans Blom

96

77

Jeanine Helthuis

83

76

Bernadette Langius

80

80

Maarten Muller

75

73

Lex van Overmeire

85

85

Karin Bergstein (from 28 May 2020)

40

No share-based remuneration, loans, advances or guarantees have been granted to the members of the Supervisory Board.

10 The members of the Supervisory Board only received fixed remuneration during the years covered by the table above, ranging from €55,500 (lowest full-time amount in 2015) to €127,000

    (highest full-time amount in 2019). For more information see “Remuneration of the Supervisory Board in 2020” on this page.

11 Total remuneration awarded.

12 As of 2020, an FTE equals 40 working hours for all employees, instead of 36 hours for some employees, as previously. This adjustment had an impact of around 40 FTEs as of 1 January 2020.

13 Arjan Huisman has an ongoing credit facility up to €400,000. At 31 December 2020, there were no withdrawals.



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The Supervisory Board peer group is composed of Dutch banks and Dutch listed companies that operate a two-tier board structure. As a specialist wealth manager in the financial sector, Van Lanschot Kempen wants to be able to appoint and retain high-quality Supervisory Board members. If we change our remuneration policy in the future, we will also review our Supervisory Board peer group.

Supervisory Board peer group

Dutch banks

Dutch companies with a two-tier board structure

ABN AMRO

Aegon

KPN

ING Groep

Ahold Delhaize

NN Group

NIBC Bank

Akzo Nobel

Philips

Rabobank

ASML Holding

Randstad Holding

Boskalis Westminster

SBM Offshore

DSM

Vopak

Heineken

Wolters Kluwer

Remuneration of other employees

We aim to provide a remuneration package for all employees that is market-competitive and fair. Our remuneration policy for other employees is in line with our strategy and purpose, and contributes to long-term value creation.

Fixed remuneration

Employees’ fixed remuneration reflects their relevant work experience and organisational responsibilities. In 2019, we implemented a new job and career framework that consistently links the weight of each job to a pay line. The pay lines are based on external market data, and are differentiated to ensure we pay market-competitive salaries across the organisation. The new pay lines are fully transparent, promote better pay-for-performance focus, and have been set up with clear guidelines on pay-related decisions and governance.

Equal pay

Van Lanschot Kempen operates a merit-based remuneration policy, seeking not to discriminate on the basis of gender, age, nationality, social status or cultural background. We periodically investigate this and, if necessary, we make adjustments to equalise pay.

In 2020, we analysed the gender pay gap at different levels in the organisation. We observed pay gaps at senior management levels and specific areas in the overall wider workforce. These gaps may be due to differences in age, work experience and so on. Further analyses will be made in 2021 to determine whether there are any unexplained differences.

Variable remuneration

Our variable remuneration policies cover all employees (excluding the members of the Statutory Board). Each individual grant is subject to meeting the criteria as described in this section.

Our variable remuneration policies comply with all relevant laws and regulations. The average variable remuneration of all Van Lanschot Kempen employees who work (largely) in the Netherlands does not exceed 20% of their fixed remuneration. However, for a small number of employees, we may grant variable remuneration of up to 100% of fixed

remuneration. These deviations require separate approval from the Supervisory Board.

Variable remuneration funding

The Statutory and Executive Boards annually establish a variable remuneration pool, from which individual variable remuneration awards are made. The size of the pool (or the pool funding) depends on achievement of financial and non-financial KPIs. The size of the pool is subject to Supervisory Board approval. Once the size of the variable remuneration pool has been established, the Statutory and Executive Boards decide how the pool will be allocated.

Variable remuneration allocation

The individual allocation of variable remuneration is dependent on individual performance, market competitiveness and special factors.

Individual performance is measured by assessing the achievement of KPIs, as set at the beginning of the year. These indicators can be financial and non-financial, with some departments applying only non-financial criteria. For the departments that use both financial and non-financial indicators, at least 50% of the allocation of any variable remuneration is based on non-financial criteria, such as showing the desired professional behaviour, improving client satisfaction, developing new products or solutions for clients, and improving internal processes, policies or systems. The financial performance indicators include nothing that might encourage irresponsible risk-taking.

Variable remuneration is only awarded if:

Van Lanschot Kempen’s financial position allows;

It is justified by the performance of Van Lanschot Kempen, the relevant business line and the individual employee;

Van Lanschot Kempen meets the prevailing buffer requirements under the EU’s Capital Requirements Regulation (CRR), the Dutch Financial Supervision Act (Wft) and its implementing legislation;

The risks taken have been reassessed and no material risks have occurred that were not expected or factored in;

The employee has received a good performance assessment, has met compliance targets, has not been subject to disciplinary measures, and has not taken any risks that fall outside Van Lanschot Kempen’s accepted risk appetite.

Variable remuneration pay-out

Variable remuneration up to €50,000 gross is paid out in cash directly. Above this amount, 50% of any variable remuneration is paid out directly, whereas the other 50% is deferred for a period of three years. For new awards starting in 2021, this period will be four years. Pay-out of the deferral is conditional on Van Lanschot Kempen meeting the prevailing buffer requirements (as mentioned before).


The Statutory Board may, with the approval of the Supervisory Board, hold or claw back all or part of the pay-out if pay-outs have taken place on the basis of incorrect information, or have been made in conflict with the variable remuneration policy and/or applicable legislation and regulations:



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Deferred, conditional, variable remuneration previously awarded to an employee (or former employee), if payment of the variable remuneration would be considered unfair or unreasonable (hold back);

Unconditional variable remuneration previously paid to an employee (or former employee). This might occur if, for instance, payment was based on incorrect information about performance or about the conditions on which the variable remuneration depended (claw back).

Remuneration in 2020

Variable remuneration totalling €12.2 million was paid to employees (including identified staff) over 2020 (2019: €14.7 million). Two people received total annual remuneration of over €1 million in 2020.

Long-term share plan

Our 2011 long-term share plan (LTP) allows us to award variable remuneration in the form of Van Lanschot Kempen shares to certain key employees (including identified staff). In this case, 60% of each award is unconditional, whereas 40% of each award is deferred for a period of three years. For new awards starting in 2021, this period will be four years. Pay-out of the deferral is conditional on Van Lanschot Kempen meeting the prevailing buffer requirements (as mentioned before).

Pensions

As of 2020, all our employees participate in the new Van Lanschot Kempen defined contribution pension plan. Statutory Board members do not participate in this plan as they receive an individual pension contribution. We monitor external developments regarding alignment between executive pensions and broader employee pension arrangements, and the possible impact that these may have in the Netherlands.

Remuneration policy for identified staff

Identified staff are employees whose activities have a material impact on the risk profile of the business. For these employees, performance measurement is the same as for other employees, but additional rules for the pay-out of variable remuneration apply.

As a general rule, any pay-out to identified staff is made 50% in cash and 50% in Van Lanschot Kempen shares. As an exception14 to this, the variable remuneration of identified staff working at Kempen Capital Management is paid 50% in cash and 50% in a flexible mix of Van Lanschot Kempen shares and investments in funds managed.

A lock-up period of one year applies to the shares that have become unconditional. In all cases, 60% of the award is paid out unconditionally (both the cash part and the non-cash part), whereas 40% is conditionally deferred for a period of three years. For new awards starting in 2021, this period will be four years. Pay-out of the deferral is conditional on a re-assessment of the five conditions mentioned for any award of regular variable remuneration. If this re-assessment leads to an adjustment of the deferred remuneration, the hold and/or claw-back system applies.

Remuneration policy governance

The Statutory Board sets the remuneration policy for employees, based on the advice of the Human Resource Management, Finance, Reporting & Control, Risk Management and Compliance departments. These, together with the Internal Audit department, have an important part to play in setting up, adjusting, implementing and reviewing our variable remuneration policy. They advise the Statutory and Supervisory Boards and report to them on their conclusions.

The Statutory Board is responsible for implementing the remuneration policy. The Supervisory Board approves the variable remuneration policy, including its general principles, and oversees its implementation. Approval by the Supervisory Board is also required for the variable remuneration pools, any significant15 individual variable remuneration, and for individual variable remuneration proposed for employees designated as identified staff. The Supervisory Board’s Remuneration Committee prepares the Supervisory Board’s decision-making on remuneration and advises it in this area. More information about the remuneration policy for identified staff can be found in our 2020 Pillar 3 disclosure on remuneration, available via our website.

14 Based on the Alternative Investment Fund Managers Directive (AIFMD) and Undertakings for the Collective Investment in Transferable Securities (UCITS) guidelines on sound remuneration

    policies.

15 More than 50% of fixed remuneration.






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CORPORATE GOVERNANCE

The key elements of corporate governance at Van Lanschot Kempen are set out below. The Articles of Association and various other regulations and documents relating to corporate governance can be found at vanlanschotkempen.com/en/governance and vanlanschotkempen.com/management-supervision.

Corporate governance structure

Van Lanschot Kempen NV is the holding company of        Van Lanschot Kempen Wealth Management NV (VLKWM). VLKWM holds all the shares in Kempen Capital Management NV.

Van Lanschot Kempen is a listed public limited company under Dutch law, governed by a two-tier board. The Statutory Board is responsible for managing the company, while the Supervisory Board oversees the policies pursued by the Statutory Board, and the general conduct of affairs at the company and its associated business. The Supervisory Board advises the Statutory Board on the performance of its duties.

Van Lanschot Kempen is a structuurvennootschap. Under Dutch corporate law this means that in addition to the tasks already mentioned, the Supervisory Board is responsible for appointing and dismissing the Statutory Board and for approving some of its decisions. Both the Statutory Board and the Supervisory Board report to Van Lanschot Kempen’s general meeting.

In order to further simplify the group structure, we are exploring the possibilities of a legal merger between Van Lanschot Kempen and VLKWM. Such a legal merger will be subject to approval from the regulators and the general meetings of these companies.

Group structure


Statutory Board

The Statutory Board of Van Lanschot Kempen is responsible for the continuity of the company. It focuses on long-term value creation for the company, and takes into account stakeholders’ interests that are relevant in this context. The Statutory Board is responsible for the management of the company, and its duties include drawing up and achieving Van Lanschot Kempen’s purpose, its strategy and related risk profile, its goals and the pattern of its results, while also attending to the environmental and social aspects of doing business that are relevant to the company.

The Statutory Board of Van Lanschot Kempen is also the Statutory Board of VLKWM. The Supervisory Board notifies the general meeting of any proposed appointment of a member of the Statutory Board. Appointment of a member of the Statutory Board is subject to the approval of De Nederlandsche Bank (DNB). A member is appointed by the Supervisory Board. The maximum term for appointment or reappointment is four years. The Supervisory Board may dismiss a member of the Statutory Board at any time, but only after consulting the general meeting.

In strategic decisions, the Statutory Board takes all material environmental and social factors into account. Periodically, it determines the financial and non-financial key performance indicators (KPIs) for Van Lanschot Kempen.

Executive Board

Van Lanschot Kempen has had an Executive Board since 2015. The Executive Board oversees the implementation of our company strategy and manages core activities. This ensures better alignment between core activities and a more effective decision-making process. During 2020, the composition of the Executive Board changed (see "Composition and performance of the Statutory and Executive Boards" for more details). The Executive Board currently comprises the members of the Statutory Board and the person responsible for Investment Strategies & Solutions.

In principle, all members of the Executive Board attend Supervisory Board meetings. The Executive Board makes sure that all the information relevant to the Supervisory Board is provided. Van Lanschot Kempen’s Statutory Board members have ultimate responsibility for the actions and decisions of the Executive Board.

Supervisory Board

In performing its duties, the Supervisory Board focuses on the interests of the company and its associated business. The Supervisory Board of Van Lanschot Kempen is also the Supervisory Board of VLKWM.

The members of Van Lanschot Kempen’s Supervisory Board are appointed by the general meeting, in accordance with the provisions set out in Article 23 of Van Lanschot Kempen’s Articles of Association. Appointment of a member of the Supervisory Board is subject to the approval of DNB. Members of the Supervisory Board are appointed for a term of four years and may be reappointed for one further four-year period. A member of the Supervisory Board may subsequently be reappointed again for a period of two years, and this appointment may be extended by another two



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years. In the event of reappointment after eight years, the reasons for reappointment should be given in the Report of the Supervisory Board.

A member of the Supervisory Board may only be dismissed by the Enterprise Chamber of the Amsterdam Court of Appeal with due observance of Article 161(2) of Book 2 of the Dutch Civil Code. In addition, the general meeting may pass a motion of no confidence in the Supervisory Board as a whole, in accordance with Article 161(a) of Book 2 of the Dutch Civil Code. Such a resolution results in the immediate dismissal of all members of the Supervisory Board.

Diversity policy

The Supervisory Board of Van Lanschot Kempen has adopted a diversity policy for the composition of the Supervisory and Executive Boards (the policy can be found at vanlanschotkempen.com/management-supervision under “Diversity Policy Supervisory Board and Executive Board”). In view of their joint functioning, the diversity policy for the Executive Board includes the Statutory Board of Van Lanschot Kempen.

We are committed to supporting, valuing and leveraging inclusiveness and diversity, and aim for a diverse composition of the Supervisory and Executive Boards in the areas relevant to us, such as age, background, experience, gender and nationality. The importance of diversity should not mean setting aside a candidate’s qualifications, the requirements for the position to be filled or the overriding principle that someone should be recommended, nominated and appointed for being “the best person for the job”.

With regard to gender diversity, we strive for a reasonable spread across gender and aim for the composition of the Supervisory and Executive Boards to be such that at least 30% of their respective members are men and at least 30% women. We strive for a reasonable spread across ages and nationalities in the composition of the Supervisory and Executive Boards, but we do not believe that age or nationality are suitable criteria for setting specific diversity targets so we do not set specific objectives for these. With regard to background, experience and expertise, we aim – in keeping with the Supervisory Board’s profile – to ensure that the combined background, experience and expertise of Supervisory Board members enable the Board as a collective to best carry out its range of responsibilities and duties towards Van Lanschot Kempen, taking into account the nature of our business and activities. The same applies to the Executive Board. Our diversity policy describes the relevant areas of background, experience and expertise of the Supervisory Board and the Executive Board respectively.

In implementing our diversity policy, the individual profiles drawn up for vacancies in the Supervisory and Executive Boards take into account the policy’s criteria and objectives. These profiles form the basis for the recruitment and selection of new members of the Supervisory and Executive Boards. These criteria and objectives are also taken into account when evaluating the performance of the Supervisory and Executive Boards. The results of our diversity policy are described in the section below on the boards’ composition and performance.

The policy governing recruitment and selection of members of the Statutory and Supervisory Boards can be found at vanlanschotkempen.com/management-supervision, under “Policy Recruitment and Selection Van Lanschot Kempen”.

Composition and performance of the Statutory and Executive Boards

The Statutory Board must consist of at least three members, with the actual number set by the Supervisory Board. The composition of the Statutory Board did not change in 2020, and consisted of Karl Guha (Chairman), Constant Korthout, Arjan Huisman and Richard Bruens. The composition of the Executive Board did change in 2020, and comprises Karl Guha (Chairman), Constant Korthout, Arjan Huisman, Richard Bruens and Erik van Houwelingen. Erik van Houwelingen, responsible for Investment Strategies & Solutions, was appointed as a member of the Executive Board as of 16 November 2020, replacing Leni Boeren who stepped down as a member of the Executive Board on 12 March 2020. Leonne van der Sar, responsible for Merchant Banking activities, stepped down as a member of the Executive Board on 14 September 2020. Richard Bruens has taken over responsibility for the Merchant Banking activities.

The Statutory and Executive Boards evaluate their functioning as a whole and that of individual Board members at least once a year. The Supervisory Board discusses, at least once a year, the performance of the Statutory Board and the Executive Board as a whole and members’ performance individually. The Supervisory Board has concluded that the composition of the Statutory and Executive Boards meets the objectives of our diversity policy in most respects. The composition of the Executive Board is complementary and there is a sufficient degree of diversity with regard to age, expertise, experience and background. However, the target for at least 30% of the members of the Executive Board to be women is not currently met. With two women stepping down as members of the Executive Board in 2020 and a man appointed as a new member, the Executive Board currently has no female members. Gender diversity will continue to be an important element in the profile for future vacancies on the Executive Board. In addition, if a vacancy in senior management needs to be filled, specific attention is paid to female talent in order to make the pool of internal candidates more diverse in terms of gender. Although gender diversity is important in the recruitment and selection of candidates, the principle of selecting the most suitable candidate for the vacancy prevails. We are not yet able to indicate a time frame within which the target for gender diversity in the Executive Board will be met. The company continues to put measures in place to enhance diversity and inclusion.


Composition and performance of the Supervisory Board and its committees

The Supervisory Board has a minimum of three members and a maximum of nine. Currently, the Supervisory Board comprises Frans Blom (chairman), Manfred Schepers (vice-chairman), Karin Bergstein, Jeanine Helthuis, Bernadette Langius, Maarten Muller and Lex van Overmeire. At the annual general meeting held on 28 May 2020, Willy Duron stepped down as a member of the Supervisory Board, while Karin Bergstein was appointed as a new member.

The Supervisory Board has appointed four committees from among its members to prepare the Board’s decision-making:



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the Audit and Compliance Committee, the Risk Committee, the Remuneration Committee, and the Selection and Appointment Committee. These committees advise the Supervisory Board on matters relating to their respective areas of interest. More information about the committees and their composition can be found on page 73 of the Report of the Supervisory Board.

The Supervisory Board has drawn up a profile1 for its size and composition, taking into account the nature and activities of the business associated with Van Lanschot Kempen and its subsidiaries, and the required expertise and background of the members of the Supervisory Board. The Supervisory Board appraises its own performance, that of its committees and that of individual Supervisory Board members, at least once a year without members of the Statutory Board being present. The Supervisory Board appraises its own performance with independent support once every three years. More information about the conclusions of the Supervisory Board’s self-assessment of their performance in 2020 can be found on page 77 of the Report of the Supervisory Board.

Diversity in general and gender diversity in particular are important factors in the recruitment and selection process for candidates for the Supervisory Board. The Supervisory Board meets the objectives of our diversity policy, with its diverse composition in terms of age, experience, expertise, background and gender. This composition enables the Supervisory Board as a collective to carry out its responsibilities and duties effectively. The following areas of expertise are represented in the Supervisory Board: executive experience, strategy formulation and execution, banking and finance, clients and markets, audit, financial reporting, risk management, IT, digitalisation, transformation, sustainability (social and environmental), legal and compliance, and remuneration. The Supervisory Board currently has seven members, three of whom are female. This means that 42.9% of the positions on the Supervisory Board are held by women and the target for at least 30% of its members to be female has been exceeded.


Dutch Corporate Governance Code

The revised Dutch Corporate Governance Code 20162 (the Code) came into force starting in the 2017 financial year, and contains principles and best practice provisions that regulate relations between the management board, supervisory board and shareholders (including the general meeting). The Code aims to define responsibilities for long-term value creation, risk control, effective management and supervision, remuneration, and relationships with shareholders and other stakeholders.

In 2020, we complied with the Code. We deviated from best practice clause 4.1.8 for the reason described below. This clause states that the management board and supervisory board members nominated for appointment should attend the general meeting at which votes will be cast on their nomination. Due to Covid-19 and the government-imposed measures to contain the spread of the virus, Van Lanschot Kempen's 2020 general meeting had only a minimum number of people physically present. Karin Bergstein – nominated for appointment as a member of the Supervisory

Board – followed the meeting via webcast but was not physically present at the meeting at which the votes were cast on her nomination. To introduce herself to shareholders and depositary receipt holders, a brief message was presented during the meeting, which was also available via webcast. This deviation is temporary in nature. As soon as circumstances allow, we intend to comply with the provision again.

Dutch Banking Code

The Dutch Banking Code3 contains principles on sound and ethical business operations, governance, risk policy, audit and remuneration policy. The Banking Code applies to activities performed in, and aimed at, the Netherlands by banks with registered offices in the Netherlands and which hold a banking licence issued by DNB. It therefore applies to VLKWM, the subsidiary of Van Lanschot Kempen that holds a banking licence in the Netherlands. Where banks that are subject to the Banking Code form part of a group, parts of the Banking Code may be applied at the level of the entity which acts as the head of the group, rather than at the level of individual subsidiaries. Certain parts of the Banking Code are therefore applied at the level of Van Lanschot Kempen.

In 2020, VLKWM complied with the Banking Code. An explanation (in Dutch) of how VLKWM has applied the Banking Code during the reporting year is given on our website: vanlanschotkempen.com/en/governance.

Capital structure and shares

Van Lanschot Kempen’s authorised share capital consists of 150 million shares with a nominal value of €1 each, divided into 75 million Class A ordinary shares and 75 million Class C preference shares. Our outstanding capital consisted entirely of Class A ordinary shares; a total of 41,361,668 Class A ordinary shares had been issued at 31 December 2020. There were no outstanding Class C preference shares in 2020.

Depositary receipts for shares

Over 99.99% of Class A ordinary shares in issue are held by Stichting Administratiekantoor van gewone aandelen A Van Lanschot Kempen (“Stichting Administratiekantoor”), which has issued depositary receipts for these shares. The receipts have been listed on the official market of the Euronext Amsterdam stock market since 1999. A depositary receipt can be converted into its underlying share without any restrictions, although administrative costs may be charged. Stichting Administratiekantoor fully complies with Principle 4.4 of the Code, which specifies that “Depositary receipts for shares can be a means of preventing a majority (including a chance majority) of shareholders from controlling the decision-making process as a result of absenteeism at a general meeting. Depositary receipts for shares should not be issued as an anti-takeover protective measure.”

Stichting Administratiekantoor grants proxies so that holders of depositary receipts can always exercise their voting rights. In the case of shares for which Stichting Administratie-kantoor has not granted proxies to the holders of depositary receipts and for which no voting instructions have been received, Stichting Administratiekantoor’s Board decides how the votes are to be cast. Stichting Administratiekantoor

1 The profile can be viewed at vanlanschotkempen.com/management-supervision.

2 The 2016 Dutch Corporate Governance Code can be downloaded from mccg.nl.

3 The Banking Code can be downloaded from nvb.nl.



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exercises the voting rights in the interest of the holders of depositary receipts for shares, taking into account the interest of Van Lanschot Kempen, the enterprise associated therewith and all parties concerned. Its Board has three members and is independent of Van Lanschot Kempen. It appoints its own members, without requiring the approval of Van Lanschot Kempen. Before appointing a member, the Board allows the holders of depositary receipts for shares the opportunity to recommend candidates for appointment as members of the Board. A meeting of holders of depositary receipts takes place at least once every two years. At this meeting, the Board reports on its activities, vacancies in the Board, and candidates the Board intends to appoint as members of the Board. Once every two years, the Board requests the holders of depositary receipts at this meeting to confirm their confidence in the Board. At the meeting that was held on 16 November 2020, holders of depositary receipts confirmed this. The Board reports on its activities annually. This report can be found on page 221.

Stichting preferente aandelen C                Van Lanschot Kempen

A call option contract has been agreed between Stichting preferente aandelen C Van Lanschot Kempen (“Stichting preferente aandelen”) and Van Lanschot Kempen, under which Stichting preferente aandelen was granted the right to acquire Class C preference shares up to 100% of the value of Van Lanschot Kempen’s share capital in issue before the exercise of the call option, less one share. A general meeting, at which a proposal to redeem the preference shares will be placed on the agenda, is to be convened within 12 months.

The following circumstances may lead to the issuance of Class C preference shares:

A concentration of shares or depositary receipts for shares in Van Lanschot Kempen as a result of purchases on the stock market or the purchase of blocks of shares, other than as a pure investment;

Merger talks that do not lead to an agreement;

The announcement of a public bid, whether or not in combination with the above circumstances;

A proposal by a shareholder or holder of depositary receipts for shares to place an item on the agenda that represents a potential threat to Van Lanschot Kempen’s continuity, identity and/or independence.


Interests in Van Lanschot Kempen notifiable under Chapter 5.3 of the Financial Supervision Act

Pursuant to the Dutch Financial Supervision Act, shareholders and holders of depositary receipts of Van Lanschot Kempen are required to provide information on their holdings once they cross threshold levels of 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%. As of the publication date of this report, Van Lanschot Kempen is not aware of any shareholders or holders of depositary receipts with an interest of 3% or more in Van Lanschot Kempen other than Stichting Administratie-kantoor, APG Asset Management NV, LDDM Holding BV, Romij BV, Janus Henderson Group plc, FMR LLC, NN Group NV, T. Rowe Price Group, Inc., B.H.F. ten Doeschot, Investec Asset Management Limited, Invesco Limited, Crux Asset Management Limited and Wellington Management Group LLP. For more information on Van Lanschot Kempen’s shareholders, see the Van Lanschot Kempen shares section

on page 67. Stichting preferente aandelen has reported a potential interest of 100% in Van Lanschot Kempen under the call option agreement between Stichting preferente aandelen and Van Lanschot Kempen.

In 2020, no transactions took place between Van Lanschot Kempen and any natural person or legal entity holding at least 10% of the shares in Van Lanschot Kempen, and which would be material to Van Lanschot Kempen and/or the person/entity involved.

Rights of shareholders

Since there are exclusively Class A ordinary shares in issue at present, this section only describes the rights of holders of Class A ordinary shares and depositary receipts for Class A ordinary shares.

Dividend

The portion of the profit remaining after addition to the reserves is at the disposal of the general meeting. In the event that a loss is incurred over a year, which cannot be covered by a reserve or by some other means, no profit distribution will occur in subsequent years until such time as this loss has been absorbed. A dividend on ordinary shares can only be paid out when the dividend proposal has been approved by the general meeting. Van Lanschot Kempen checks whether the proposed dividend satisfies the European Central Bank’s recommendation on dividend payment policies. Further information on our dividend policy can be found on page 67.

Pre-emption rights

When ordinary shares are issued, each existing holder of ordinary shares has a pre-emption right proportionate to the aggregate nominal amount of the existing holding of ordinary shares. Class A ordinary shares are issued to holders of Class A ordinary shares. The same applies to the grant of rights to acquire ordinary shares. Pre-emption rights can be limited or excluded by resolution of the Statutory Board, any such resolution being subject to the approval of the Supervisory Board. The relevant authority of the Statutory Board ends as soon as its authority to issue shares expires (see “Share issues”).

Shareholders do not have any pre-emption rights on shares issued in exchange for a non-cash contribution. Nor do shareholders have any pre-emption rights on shares or depositary receipts for those shares issued to employees of Van Lanschot Kempen or another group company.

Special rights of shareholders

There are no special statutory control rights attached to shares in Van Lanschot Kempen.

Van Lanschot Kempen signed a shareholder agreement with LDDM Holding BV in 2011. In it, LDDM Holding affirms that it will respect Van Lanschot Kempen’s independence. LDDM Holding will not cooperate with the acquisition by a third party of a shareholding in Van Lanschot Kempen exceeding 25% of the issued share capital without the approval of the Statutory and Supervisory Boards. In the event of any future share issues, Van Lanschot Kempen will give LDDM Holding the opportunity, subject to certain conditions, to keep its relative shareholding in Van Lanschot Kempen at the same level. As long as LDDM Holding retains an interest of at least 7.5% in Van Lanschot Kempen, it has the right to recommend one person for appointment as a member of the



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Supervisory Board of Van Lanschot Kempen. Maarten Muller currently serves on the Supervisory Board on LDDM Holding’s recommendation.

Restrictions on voting rights and deadlines for exercising voting rights

Van Lanschot Kempen has not imposed any restrictions on the exercise of voting rights. In principle, voting rights are exercised at the general meeting by the shareholder or the person authorised by the shareholder to that end. A shareholder is entitled to vote at the general meeting if the shares in question are registered in the shareholder’s name on the registration date (see “General meeting”). Holders of depositary receipts for Class A ordinary shares who register on time to attend the general meeting are granted a proxy by Stichting Administratiekantoor. They can use this proxy at the general meeting to exercise the voting rights on the shares held by Stichting Administratiekantoor, and in exchange for which depositary receipts were issued. Proxies will be provided when the depositary receipt holders sign the attendance list prior to the start of the meeting. If the depositary receipt holder’s right to attend the meeting is to be exercised by a representative authorised in writing, Stichting Administratiekantoor will grant a proxy to the representative. Shareholders and holders of depositary receipts for shares are also offered the opportunity to issue a voting instruction to an independent third party prior to the general meeting. The notice convening the relevant general meeting will state to whom this voting instruction should be sent and what the deadline is for submission.

Share issues

The extent of the Statutory Board’s authority to decide on a share issue (subject to the approval of the Supervisory Board) is determined by a resolution of the general meeting. The duration and granting of this authority are also determined by resolution of the general meeting and may not exceed five years. The Statutory Board’s authority to issue ordinary shares, including the granting of rights to acquire these shares, was extended at the annual general meeting held on 28 May 2020 for a period of 18 months from the date of that meeting. The authority to issue these shares is limited to 10% of the issued capital.

Repurchase of shares

Repurchases of paid-up shares in the company or depositary receipts for such shares, other than for no consideration, may take place if the general meeting has authorised the Statutory Board to this effect. This authorisation applies for up to a maximum of 18 months. Repurchase occurs pursuant to a decision by the Statutory Board, subject to Supervisory Board and DNB approval.

The Statutory Board was authorised at the annual general meeting held on 28 May 2020 to repurchase paid-up ordinary shares in the company or depositary receipts for these shares, by buying such shares on the stock market or otherwise, up to a maximum of 10% of the issued capital at the date of authorisation, subject to Supervisory Board approval. This authority has been granted for a period of 18 months from the date of the meeting.


Transfer of shares and depositary receipts

The Articles of Association and the conditions of administration do not contain any restrictions on the transfer of Class A ordinary shares or depositary receipts for Class A ordinary shares.

Amendment to the Articles of Association

A resolution to amend the Articles of Association of Van Lanschot Kempen may only be adopted based on a proposal by the Statutory Board that has been approved by the Supervisory Board. If a proposal to amend the Articles of Association is presented to the general meeting, a copy of the proposal will be made available to the shareholders and holders of depositary receipts prior to the meeting.

General meeting

Each voting shareholder and depositary receipt holder is authorised, either in person or through a representative authorised in writing, to attend the general meeting, to address the meeting and to exercise their voting rights. A registration date applies to each general meeting, which is the 28th day prior to that meeting. The registration date determines who qualifies as a voting shareholder or depositary receipt holder for the relevant general meeting. The notice convening the meeting states the registration date, the way in which shareholders and depositary receipt holders can register and how they can exercise their rights, either in person or through a representative authorised in writing.

Shareholders and depositary receipt holders or their representatives are only admitted to the meeting if they have informed Van Lanschot Kempen in writing of their intention to attend, and if this has been done in the manner described in the notice convening the meeting. Access to the meeting is only possible if the relevant shares or depositary receipts are registered in the name of the shareholder or the depositary receipt holder on the registration date. Representatives must also present a written proxy. A written proxy may be sent electronically. Each share entitles the holder to cast one vote at the general meeting.

The powers of the general meeting include the following:

Approving decisions of the Statutory Board to make important changes to the identity or nature of the company or the business;

Appointing members of the Supervisory Board on the Supervisory Board’s recommendation;

Setting the remuneration policy for the Supervisory Board;

Passing a motion of no confidence in the Supervisory Board;

Setting the remuneration policy for the Statutory Board;

Approving schemes in the form of shares and/or rights to acquire shares for the Statutory Board;

Adopting the financial statements;

Disposing of the profit remaining after dividend has been distributed to any outstanding Class C preference shares, and after the decision has been made to add all or part of the profit to the reserves;

Discharging the Statutory Board;

Discharging the Supervisory Board;

Granting the Statutory Board the authority to issue shares and to limit or exclude pre-emption rights on the issue of shares;



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Granting the Statutory Board the authority to repurchase the company’s own shares;

Resolving to amend the Articles of Association of Van Lanschot Kempen, to dissolve Van Lanschot Kempen, or to effect a legal merger or demerger of Van Lanschot Kempen, following a proposal to that effect by the Statutory Board which has been approved by the Supervisory Board.

In addition, the general meeting has an advisory vote with regard to the remuneration report.

Main features of Van Lanschot Kempen’s management and control system

Van Lanschot Kempen’s management and control system is designed to manage internal and external risks. This includes the management of financial reporting risks, to ensure reliable financial reporting and financial statements that are prepared in accordance with generally accepted accounting principles, and which comply with the prevailing legislation and regulations.

Van Lanschot Kempen applies the “three lines of defence” model for the management of risk. The first line of defence is the business, responsible for day-to-day risk management. The second line of defence is provided by departments such as Risk Management and Compliance, which oversee the first line. The Internal Audit department acts as the third line of defence, providing an independent evaluation of the adequacy of the internal management and control systems. The three lines of defence model provides the Statutory Board with a reasonable degree of certainty as to how the internal management and control system is functioning, including the efficacy of both the first and second lines.

The Internal Audit department is responsible for carrying out IT and operational audits. All of its reports are submitted to the Statutory Board. Internal Audit, Compliance and Risk Management ensure adequate follow-up and prioritisation. Supplementary control measures have been defined in the meantime, which should mitigate risk sufficiently.

The effectiveness of the framework is evaluated annually by Risk Management and Compliance, while the Internal Audit department also assesses its quality and effectiveness. The results of these evaluations feature in the respective quarterly reports of Risk Management, Compliance and Internal Audit.

For more detailed information on risk management within Van Lanschot Kempen, see page 56. The financial statements also include a more detailed explanation of risk management at Van Lanschot Kempen (see “Risk management”, beginning on page 122).

Financial reporting risk

The Statutory Board is responsible for the design and operation of an adequate system of internal control for Van Lanschot Kempen’s financial reporting. The system is designed to provide reasonable assurance as to the reliability of financial reporting. The financial statements must be prepared in accordance with generally accepted accounting principles and applicable legislation and regulations.

Van Lanschot Kempen has tools in place to manage financial reporting risks:

Periodic management reports and KPI dashboards, accompanied by analysis of financial and non-financial figures and trends;

A risk & control framework describing processes and procedures, and setting out primary controls such as authorisations and segregation of duties;

Evaluation of the functioning of the internal management and control system by the Internal Audit department. The main findings are discussed with the Statutory Board, the Audit and Compliance Committee and the Supervisory Board;

Assessment and approval of the annual report by the Statutory Board, and discussion of the annual report by the Audit and Compliance Committee and the Supervisory Board;

The Accounting Manual, which sets out the principles regarding financial accounting.

In-control statements are provided by the management of the relevant departments. These are based on the results of testing procedures for the risk & control framework, the risks reported on a quarterly basis, the follow-up of these risks, and the incidents reported. Risk Management and Compliance evaluated the 2020 in-control statements.

Setting out its main findings, the Internal Audit department's quarterly reports were discussed with the Executive Board and the Audit and Compliance Committee. The conclusions of the Audit and Compliance Committee were subsequently shared with the Supervisory Board.

The Supervisory Board was informed about the Statutory Board’s internal control of the organisation, and how it safeguards the integrity of financial information. The subjects considered by the Supervisory Board when assessing the financial statements include the board report and the audit by the external auditors.

The key audit matters cited in the independent auditors’ report were discussed with the Statutory Board and the Audit and Compliance Committee, and formed part of the organisation’s management and control.

Statement by the Statutory Board

In accordance with best practice provision 1.4.3 of the Dutch Corporate Governance Code, the Statutory Board states that:

The management report provides sufficient insights into any failings in the effectiveness of the internal risk management and control systems;

The aforementioned systems provide reasonable assurance that the financial reporting does not contain any material inaccuracies;

Based on the current state of affairs, it is justified that the financial reporting is prepared on a “going concern” basis;

The management report states those material risks and uncertainties that are relevant to expectation of the company’s continuity for the period of 12 months after the preparation of this report.

External auditors

PricewaterhouseCoopers Accountants NV (PwC) were reappointed as Van Lanschot Kempen's external auditors for the 2021 financial year at the annual general meeting on    28 May 2020. PwC’s audit plan for 2020 and risk analysis were discussed in August 2020 at meetings of the Statutory Board and the Audit and Compliance Committee.



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PwC issued a board report for 2020 in February 2021. The subjects set out in this board report are in line with the notes included in this annual report with respect to risk management, insofar as these relate to financial reporting risks. The external auditors may be questioned at the annual general meeting in relation to their audit, and will be attending the meeting for this reason.

The Statutory Board and the Audit and Compliance Committee evaluated the functioning of PwC in January 2021.


  STATEMENT BY THE STATUTORY BOARD


As required by Article 5:25c (2c) of the Financial Supervision Act, each of the undersigned hereby confirms that to the best  of their knowledge:

The 2020 financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of Van Lanschot Kempen and its consolidated entities;

The 2020 Report of the Statutory Board of Van Lanschot Kempen gives a true and fair view of the position of the company and its consolidated entities on balance sheet date, and of the course of their affairs during the 2020 financial year, and describes the material risks that                Van Lanschot Kempen faces.


’s-Hertogenbosch, the Netherlands, 24 February 2021

Statutory Board

Karl Guha, Chairman

Constant Korthout

Arjan Huisman

Richard Bruens



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97

PERSONAL DETAILS OF MEMBERS OF THE

EXECUTIVE BOARD

Karl Guha

Chairman of the Statutory Board of Van Lanschot Kempen/Van Lanschot Kempen Wealth Management, Chairman of the Executive Board of Van Lanschot Kempen

Born

1964, male

Nationality 

Dutch 

Appointed

2 January 2013

Areas of responsibility

Business Innovation & Development, Communication, Company Secretariat/Legal, Compliance, Internal Audit, HRM, Strategy & Corporate Development, Sustainability Centre

Total number of board and/or supervisory positions

Two

Background

2009–12: UniCredit Banking Group: CRO and member of the executive management committee, and member of supervisory boards of Bank Austria, HVB in Germany and Zao Bank in Russia

1989–2009: ABN AMRO: Various managerial positions in Structured Finance, Treasury, Capital Management, Investor Relations, Risk Management and Asset & Liability Management



Constant Korthout

Member of the Statutory Board, Chief Financial Officer/Chief Risk Officer of Van Lanschot Kempen/Van Lanschot Kempen Wealth Management, Member of the Executive Board of Van Lanschot Kempen


Born

1962, male

Nationality

Dutch


Appointed

27 October 2010

Areas of responsibility

Finance, Reporting & Control, Treasury, Risk Management, Credit Risk, Restructuring & Recovery

Total number of board and/or supervisory positions

Five

Significant supervisory board memberships and/or (board) positions

Dijklander Hospital: Member of supervisory board

ANWB: Member of supervisory board

Background

2002–10: Robeco: CFO, including Risk Management, Treasury and Corporate Development

1992–2002: Robeco: Group Controller, CFO and member of executive board of Weiss, Peck & Greer in New York, and Corporate Development Director

1990–92: KPMG Management Consultants: Financial Management Consultant

1985–90: ABN AMRO: Management Trainee, Senior Account Manager Corporate Clients



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98

Arjan Huisman

Member of the Statutory Board, Chief Operating Officer of Van Lanschot Kempen/Van Lanschot Kempen Wealth Management, Member of the Executive Board of Van Lanschot Kempen

Born

1971, male

Nationality

Dutch

Appointed

6 May 2010

Areas of responsibility

Digital, Advanced Analytics & Technology: Advanced Analytics, Data Management, Digital & Innovation, IT Platforms & Security

Operations: Client Administration & Monitoring, Operational Services, Procurement & Facilities

Total number of board and/or supervisory positions

Four

Significant supervisory board memberships and/or (board) positions

VLC & Partners: Member of supervisory board

Background

2008–10: BCG Amsterdam office: Partner and Managing Director

2004–08:  BCG Prague office: Partner and Managing Director

1995–2004: BCG Amsterdam and Boston offices: Various consulting positions, with a strong focus on financial services


Richard Bruens

Member of the Statutory Board of Van Lanschot Kempen/Van Lanschot Kempen Wealth Management, Member of the Executive Board of Van Lanschot Kempen

Born

1967, male

Nationality

Dutch

Appointed

15 May 2014

Areas of responsibility

Client Management & Origination: Competence Centre, Merchant Banking Clients, Private Clients Regions, Private Clients Specialties, Semi-Institutional Clients, Wholesale & Institutional Clients

Van Lanschot Belgium, Van Lanschot Switzerland

Total number of board and/or supervisory positions

Four




Background

2010–13: ABN AMRO: Global Head Products & Solutions and Global Head Private Wealth Management

2007–08: Renaissance Capital: Member of group managing board

1991–2007: ABN AMRO: Various managerial positions in the Global Markets division, Managing Director of Investor Relations


Erik van Houwelingen

Member of the Executive Board of Van Lanschot Kempen

Born

1965, male

Nationality

Dutch

Appointed

16 November 2020

Areas of responsibility

Investments Strategies & Solutions: Core Strategies, Asset Allocation & Research, Manager Research & Multi-management Solutions, Private Client Solutions, Fiduciary Management & Institutional Solutions, Portfolio Implementation, Product & Solutions Development

Total number of board and/or supervisory positions

One

Significant supervisory board memberships and/or (board) positions

Kempen Capital Management: Chairman of statutory board

Background

2018-20: Dimensional Fund Advisor: Head of Client Group Europe

2012-18: ABP: Member of the board of trustees, Chairman of the investment committee and member of the risk & balance sheet committee

2015-18: Achmea Investment Management: Chairman of supervisory board

2008-10: AEGON Asset Management: CEO

1993-2010: AEGON: Various  positions




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99

PERSONAL DETAILS OF MEMBERS OF THE SUPERVISORY BOARD


Frans Blom

Chairman of the Supervisory Board

Supervisory Board committees: Audit and Compliance, Selection and Appointment (Chairman)

Born

1962, male

Nationality

Dutch

Appointed

5 October 2018; first term of office expires in 2023

Total number of supervisory board memberships and/or board positions

Two

Principal other positions held

Boston Consulting Group The Netherlands: Adviser
American European Community Association (AECA-NL): Chairman

Previous positions held

Boston Consulting Group The Netherlands: Chairman


Manfred Schepers

Vice-Chairman of the Supervisory Board

Supervisory Board committees: Audit and Compliance, Risk (Chairman)

Born

1960, male

Nationality

Dutch 

Appointed

18 May 2017; first term of office expires in 2021

Total number of supervisory board memberships and/or board positions

Four

Significant other supervisory board memberships and/or (board) positions

NWB Bank: Member of supervisory board

Principal other positions held

UWC Atlantic College: Member of board of governors

Cardano Development: CEO ILX

Previous positions held

European Bank for Reconstruction and Development: Vice President and Chief Financial Officer



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Karin Bergstein

Member of the Supervisory Board

Supervisory Board committees: Audit and Compliance, Remuneration

Born

1967, female

Nationality

Dutch

Appointed

28 May 2020; first term of office expires in 2024

Total number of supervisory board memberships and/or board positions

Three

Significant other supervisory board memberships and/or (board) positions

University of Utrecht: Member of supervisory board

Aidence: CFO

Previous positions held

a.s.r.: Member of board of directors/COO

Human Total Care: Member of supervisory board 

ING Bank Nederland: Member of managing board


Jeanine Helthuis

Member of the Supervisory Board

Supervisory Board committees: Audit and Compliance, Selection and Appointment, Remuneration

Born

1962, female

Nationality

Dutch

Appointed

2 July 2013; second term of office expires in 2021

Total number of supervisory board memberships and/or board positions

Five

Principal position

Van Doorne: Managing Director

Significant other supervisory board memberships and/or (board) positions

Prorail: Vice-Chair of supervisory board

Previous positions held

PC Uitvaart: Managing Director             

Monuta Holding/Monuta Verzekeringen: Chair of board of management                                                 

Fortis Bank Nederland: Member of board of directors

Bernadette Langius

Member of the Supervisory Board

Supervisory Board committees: Remuneration (Chair), Risk

Born

1960, female

Nationality

Dutch

Appointed

13 May 2015; second term of office expires in 2023

Total number of supervisory board memberships and/or board positions

Five

Significant other supervisory board memberships and/or (board) positions

IBM Nederland: Member of supervisory board

BDO Nederland: Member of supervisory board

Global Collect Services: Member of supervisory board

Previous positions held

VU Amsterdam: Member of executive board

ABN AMRO: CEO Commercial Banking NL, CEO Private Banking NL


Maarten Muller

Member of the Supervisory Board

Supervisory Board committees: Risk, Selection and Appointment

Born

1954, male

Nationality

Dutch

Appointed

31 May 2018; first term of office expires in 2022

Total number of supervisory board memberships and/or board positions

Two

Significant other supervisory board memberships and/or (board) positions

Stichting continuïteit TomTom: Chairman of board

Stichting Vopak: Member of board 

Previous positions held

Allen & Overy LLP: Partner 





Our Supervisory Board

101

Lex van Overmeire

Member of the Supervisory Board

Supervisory Board committees: Audit and Compliance (Chairman), Risk

Born

1956, male

Nationality

Dutch

Appointed

30 January 2017; first term of office expires in 2021

Total number of supervisory board memberships and/or board positions 

Three

Significant other supervisory board memberships and/or (board) positions

Centrum indicatiestelling zorg (CIZ): Chairman of audit advisory committee

Stichting ARQ: Member of supervisory board

Previous positions held

EY Accountants LLP: Audit Partner



Reconciliation of IFRS and management reporting

102

RECONCILIATION OF IFRS AND MANAGEMENT

REPORTING

Reconciliation of IFRS and management reporting (€ million)

IFRS

Non-strategic investments

Restructuring charges

Amortisation of intangible assets arising from acquisitions

Managerial

Commission

296.3

0.0

296.4

Interest

151.8

0.4

152.1

Income from securities and associates

17.7

17.7

Result on financial transactions

-32.3

-32.3

Other income

9.2

-9.2

Income from operating activities

442.7

-8.8

434.0

Staff costs

249.3

-8.5

-1.6

239.3

Other administrative expenses

112.6

2.6

115.3

Depreciation and amortisation

24.7

-1.2

-6.2

17.2

Operating expenses

386.7

-7.1

-1.6

-6.2

371.8

Gross result

56.0

-1.7

1.6

6.2

62.2

Impairments

1.9

1.9

Operating profit before tax of non-strategic investments

1.7

1.7

Operating result before special items and tax

54.2

1.6

6.2

62.0

Restructuring charges

1.6

1.6

Amortisation of intangible assets arising from acquisitions

6.2

6.2

Operating profit before tax

54.2

54.2

Income tax

4.4

4.4

Net result

49.8

49.8




.


Consolidated statement of financial position at 31 December

104

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER

Before profit appropriation (€1,000)

 

 

2020

2019

Assets

 

Cash and cash equivalents and balances at central banks

1

2,227,803

1,417,164

Financial assets from trading activities

2

61,678

49,263

Due from banks

3

210,584

297,556

Derivatives

4

376,702

367,279

Financial assets at fair value through profit or loss

5

290,987

321,509

Financial assets at fair value through other comprehensive income

6

2,576,063

2,384,261

Loans and advances to the public and private sectors

7

8,448,326

8,597,894

Other financial assets at amortised cost

8

448,518

425,606

Investments in associates using the equity method

9

72,202

52,452

Property and equipment

10

90,317

102,521

Goodwill and other intangible assets

11

155,007

141,311

Tax assets

12

23,155

18,566

Other assets

13

167,684

143,469

Total assets

15,149,026

14,318,853

Equity and liabilities

Financial liabilities from trading activities

14

26

2,150

Due to banks

15

501,129

141,715

Public and private sector liabilities

16

10,141,109

9,545,095

Derivatives

4

488,802

449,826

Financial liabilities at fair value through profit or loss

17

740,869

907,602

Issued debt securities

18

1,469,897

1,545,109

Provisions

19

64,586

49,597

Tax liabilities

20

1,060

792

Other liabilities

21

212,973

187,306

Subordinated loans

22

172,479

173,090

Total liabilities

13,792,930

13,002,283

Issued share capital

41,362

41,362

Treasury shares

-6,259

-10,007

Share premium reserve

323,719

323,719

Other reserves

852,650

762,852

Undistributed profit attributable to shareholders

43,009

92,929

Equity attributable to shareholders

1,254,481

1,210,853

AT1 capital securities

100,000

100,000

Undistributed profit attributable to holders of AT1 capital securities

1,688

1,688

Equity attributable to AT1 capital securities1

101,688

101,688

Other non-controlling interests

-158

3,606

Undistributed profit attributable to other non-controlling interests

85

423

Equity attributable to other non-controlling interests

-73

4,029

Total equity

23

1,356,096

1,316,570

Total equity and liabilities

15,149,026

14,318,853

Contingent liabilities

106,570

105,706

Irrevocable commitments

1,055,366

939,156

Contingent liabilities and irrevocable commitments

24

1,161,936

1,044,862

The number beside each item refers to the Notes to the consolidated statement of financial position.


1 This relates to capital securities issued by Van Lanschot Kempen Wealth Management NV.



Consolidated statement of income

105

CONSOLIDATED STATEMENT OF INCOME

(€1,000)

2020

2019

Income from operating activities

 

Interest income calculated using the effective interest method

212,537

236,165

Other interest income

28,055

32,116

Interest expense calculated using the effective interest method

46,013

49,912

Other interest expense

42,787

43,473

Net interest income

25

151,792

174,897

Income from associates using the equity method

12,779

33,426

Other income from securities and associates

4,962

53,109

Income from securities and associates

26

17,741

86,535

Commission income

303,338

305,622

Commission expense

7,003

15,232

Net commission income

27

296,335

290,390

Result on financial transactions

28

-32,289

-7,407

Net sales

13,333

13,066

Cost of sales

4,172

4,258

Other income

29

9,161

8,808

Total income from operating activities

442,740

553,222

Expenses

Staff costs

30

249,335

250,577

Other administrative expenses

31

112,608

135,062

Staff costs and other administrative expenses

361,943

385,639

Depreciation and amortisation

32

24,712

25,201

Operating expenses

386,655

410,840

Impairments of financial instruments

1,871

-12,059

Other impairments

34,913

Impairments

33

1,871

22,854

Total expenses

388,526

433,693

Operating profit before tax

54,214

119,529

Income tax

34

4,370

21,114

Net result

 

49,844

98,414

Of which attributable to shareholders

43,009

92,929

Of which attributable to holders of AT1 capital securities

6,750

5,063

Of which attributable to other non-controlling interests

85

423

Earnings per ordinary share (€)

35

1.05

2.27

Diluted earnings per ordinary share (€)

36

1.05

2.26

Proposed dividend per ordinary share (€)

0.70

1.45

The number beside each item refers to the Notes to the consolidated statement of income.



Consolidated statement of comprehensive income

106

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(€1,000)

2020

2019

Net result (as per statement of income)

49,844

98,414

Other comprehensive income to be reclassified to profit or loss in subsequent periods

Other comprehensive income through revaluation reserve

Revaluation of financial assets at fair value through other comprehensive income

1,851

6,302

Realised return on financial assets at fair value through other comprehensive income

-657

Impairments of financial assets at fair value through other comprehensive income

402

Income tax effect

-540

-1,151

Total other comprehensive income through revaluation reserve

23

1,311

4,895

Other comprehensive income from value changes of derivatives (cash flow hedges)

Increase in value of derivatives directly added to equity

15

-2,148

Income tax effect

638

437

Total other comprehensive income from value changes of derivatives (cash flow hedges)

23

653

-1,711

Other comprehensive income from currency translation differences

Other comprehensive income from currency translation differences

-109

768

Income tax effect

Total other comprehensive income from currency translation differences

23

-109

768

Total other comprehensive income to be reclassified in subsequent periods to profit or loss

1,855

3,952

Other comprehensive income not to be reclassified in subsequent periods to profit or loss

Change in fair value attributable to change in credit risk of financial liabilities at fair value through profit or loss

Change in fair value attributable to change in credit risk of financial liabilities at fair value through profit or loss

7,600

5,755

Income tax effect

-1,613

-1,180

Total change in fair value attributable to change in credit risk of financial liabilities at fair value through profit or loss

5,987

4,575

Remeasurement of defined benefit plans

Remeasurement of defined benefit plans

-10,993

-10,263

Income tax effect

3,164

2,490

Total remeasurement of defined benefit plans

23

-7,829

-7,772

Total other comprehensive income not to be reclassified in subsequent periods to profit or loss

-1,842

-3,197

Total other comprehensive income

13

755

Total comprehensive income

49,857

99,169

Of which attributable to shareholders

43,022

93,684

Of which attributable to holders of AT1 capital securities

6,750

5,063

Of which attributable to other non-controlling interests

85

423

The number beside each item refers to the Notes to the consolidated statement of financial position.





Consolidated statement of changes in equity

107

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY IN 2020

Before profit appropriation (€1,000)

Share capital

Treasury shares

Share premium reserve1

Other reserves1

Undistri-buted
profit

Total equity attributable to shareholders

Equity attributable to AT1 capital securities

Equity attributable to other non-controlling interests

Total equity

At 1 January

41,362

-10,007

323,719

762,852

92,929

1,210,853

101,688

4,029

1,316,570

Net result (as per statement of income)

43,009

43,009

6,750

85

49,844

Total other comprehensive income

13

13

13

Total comprehensive income

13

43,009

43,022

6,750

85

49,857

Share plans

6,606

-2,433

4,173

4,173

To other reserves

92,929

-92,929

Repurchased equity instruments

-2,858

-2,858

-2,858

Dividends/Capital return

-6,750

-326

-7,076

To share capital

Increase/(decrease) of capital

Other changes

-711

-711

-711

Change in non-controlling interests

-3,861

-3,861

At 31 December

41,362

-6,259

323,719

852,650

43,009

1,254,481

101,688

-73

1,356,096


Van Lanschot Kempen has postponed payment of its 2019 dividend, based on the recommendation of the ECB and DNB. The Statutory and Supervisory Boards believe that the 2019 dividend can be paid to our shareholders as soon as circumstances related to Covid-19 allow and on condition that

we remain in compliance with our stated capital ratio targets, but only after 30 September 2021. The 2019 dividend to be paid amounts to €59.4 million and is included in Other reserves.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY IN 2019

Before profit appropriation (€1,000)

Share capital

Treasury shares

Share premium reserve1

Other reserves1

Undistri-buted
profit

Total equity attributable to shareholders

Equity attributable to AT1 capital securities

Equity attributable to other non-controlling interests

Total equity

At 1 January

41,362

-8,678

385,115

751,233

74,631

1,243,663

12,213

1,255,876

Net result (as per statement of income)

92,929

92,929

5,063

423

98,414

Total other comprehensive income

755

755

755

Total comprehensive income

755

92,929

93,684

5,063

423

99,169

Share plans

6,622

-2,608

4,015

4,015

To other reserves

15,194

-15,194

Repurchased equity instruments

-7,952

-7,952

-7,952

Dividends/Capital return

-61,396

-59,437

-120,833

-3,375

-309

-124,517

To share capital

61,396

-61,396

Increase/(decrease) of capital

100,000

100,000

Other changes

-1,724

-1,724

-1,724

Change in non-controlling interests

-8,298

-8,298

At 31 December

41,362

-10,007

323,719

762,852

92,929

1,210,853

101,688

4,029

1,316,570

1  For additional information on the nature and composition of the share premium reserve and other reserves, see Note 23.



Consolidated statement of cash flows

108

CONSOLIDATED STATEMENT OF CASH FLOWS

(€1,000)

2020

2019

Cash flow from operating activities

 

Operating profit before tax

54,214

119,529

Adjustments for

- Depreciation and amortisation

32

27,376

27,845

- Costs of share plans

2,401

1,996

- Results on associates using the equity method

9

-12,398

-13,469

- Valuation results on financial assets at fair value through profit or loss

-2,059

-15,305

- Valuation results on financial liabilities at fair value through profit or loss

-16,660

57,967

- Valuation results on derivatives

-11,918

-7,693

- Impairments

33

1,871

22,853

- Changes in provisions

11,261

6,332

Cash flow from operating activities

54,088

200,055

Net change in operating assets and liabilities

- Financial assets/liabilities from trading activities

-14,540

15,022

- Due from/to banks

423,399

14,445

- Loans and advances to public and private sectors / Public and private sector liabilities

773,510

502,352

- Derivatives

-69,586

-107,517

- Withdrawals from restructuring provision and other provisions

-7,264

-11,060

- Other assets and liabilities

13,995

-17,362

- Deferred tax assets and liabilities

113

113

- Tax assets and liabilities

-5,875

1,269

- Income taxes paid

-1,885

-14,858

- Dividends received

8,317

7,677

Total net change in operating assets and liabilities

1,120,184

390,081

Net cash flow from operating activities

1,174,272

590,136

Net cash flow from discontinued operations

27,269

Cash flow from investing activities

Investments and acquisitions

- Debt instruments

-641,640

-1,287,393

- Equity instruments

-52,122

-6,562

- Associates using the equity method

9

-15,057

-4,447

- Property and equipment

-12,045

-10,727

- Goodwill and other intangible assets

-20,386

-167

Divestments, redemptions and sales

- Debt instruments

498,792

769,714

- Equity investments

13,678

-5,996

- Associates using the equity method

2,217

15,311

- Property and equipment

3,563

2,399

- Goodwill and other intangible assets

Dividends received

9

5,572

4,516

Net cash flow from investing activities of continuing operations

-217,427

-523,351

Net cash flow from investing activities of discontinued operations

-154

The number beside each item in the statement of cash flows refers to the Notes to the consolidated statement of financial position and the Notes to the consolidated statement of income.



Consolidated statement of cash flows

109

Consolidated statement of cash flows (continued)

(€1,000)

2020

2019

Cash flow from financing activities

Issue of share capital

1,772

2,019

Repurchased equity instruments1

-2,858

-7,952

Issue of AT1 capital securities

100,000

Change in non-controlling interests

-3,862

-736

Redemption of subordinated loans

-113

-113

Redemption of issued debt securities

-1,281

-1,232

Receipts on financial liabilities at fair value through profit or loss

116,571

60,427

Redemption of financial liabilities at fair value through profit or loss

-259,044

-145,530

Payment of lease liabilities

-13,304

-13,458

Dividends paid

-7,076

-124,517

Net cash flow from financing activities of continuing operations

-169,195

-131,092

Net cash flow from financing activities of discontinued operations

Net change in cash and cash equivalents and balances at central banks

787,649

-37,191

Cash and cash equivalents and balances at central banks at 1 January2

1,436,381

1,473,572

Cash and cash equivalents and balances at central banks at 31 December2

2,224,030

1,436,381

Additional disclosure

Cash flows from interest received

241,606

265,370

Cash flows from interest paid

93,860

97,456

The table below provides a reconciliation of changes in liabilities arising from financing activities.

Reconciliation of liabilities arising from

financing activities in 2020

Subordinated
loans

Issued debt securities

Financial liabilities at fair value through profit or loss

Total

At 1 January

173,090

1,545,109

907,602

2,625,801

Cash flows

-113

-1,281

-142,473

-143,867

Non-cash changes

- Fair value changes

-499

-73,931

-24,260

-98,690

At 31 December

172,479

1,469,897

740,869

2,383,244

Reconciliation of liabilities arising from

financing activities in 2019

Subordinated
loans

Issued debt securities

Financial liabilities at fair value through profit or loss

Total

At 1 January

173,473

1,521,504

940,361

2,635,338

Cash flows

-113

-1,232

-85,102

-86,448

Non-cash changes

- Fair value changes

-269

24,837

52,343

76,911

At 31 December

173,090

1,545,109

907,602

2,625,801

1 Van Lanschot Kempen grants unconditional and conditional rights to acquire depositary receipts for Class A ordinary shares for no consideration. To meet open positions, it holds depositary

  receipts for Class A ordinary shares. In 2019 and 2020, it carried out a share buy-back programme.

2 Cash and cash equivalents and balances at central banks also includes amounts due from/to banks available on demand.



Summary of significant accounting principles

110


SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

General

Van Lanschot Kempen NV is an independent wealth manager specialising in the preservation and creation of wealth, in a sustainable way, for both its clients and the society of which it is part. Van Lanschot Kempen NV (“Van Lanschot Kempen”) is the holding company of Van Lanschot Kempen Wealth Management NV (formerly Van Lanschot NV until 31 December 2019) (“VLKWM”). The company (“Van Lanschot Kempen”) has its registered office at Hooge Steenweg 29, 5211 JN ´s-Hertogenbosch, the Netherlands. Van Lanschot Kempen is a public limited company incorporated under Dutch law and registered under number 16014051 at the Chamber of Commerce. Depositary receipts for Class A ordinary shares are publicly traded on the official market of the Euronext Amsterdam Stock Exchange.

The consolidated financial statements of Van Lanschot Kempen at 31 December 2020 were prepared by the Statutory Board on 24 February 2021, were approved by the Supervisory Board, and will be submitted to the general meeting of shareholders for adoption on 27 May 2021.

Basis of preparation

The consolidated financial statements of Van Lanschot Kempen and its subsidiaries have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU), and with Part 9, Book 2 of the Dutch Civil Code. Unless stated otherwise, assets and liabilities are measured at historical cost.

Continuity

The Statutory Board has examined the ability of Van Lanschot Kempen to continue its operations and concluded that we are able to do so for the foreseeable future. Moreover, the Statutory Board is not aware of any material uncertainties that cast significant doubt on our ability to continue as a going concern. The consolidated financial statements have been prepared on this basis.


Consideration of the impact of Covid-19

In 2020, the world was gripped by the outbreak of Covid-19. Covid-19 has, had and will certainly continue to have an impact on economic developments in the Netherlands and the other countries in which we are active. Covid-19 had a direct impact on our business in the first half of 2020 in the shape of value decreases in our investments in our own investment funds and a negative result on our portfolio of structured products. In addition, the market performance of our clients' portfolios affects the amount we receive in management and advisory fees. We have not experienced major disquiet among our clients, and instead saw a net inflow in the months following the start of the crisis as investors spotted a good entry point.

Although our total result in 2020 was positive and our results in the quarters after the start of the crisis were not significantly different from last year's average quarterly result, we expect Covid-19 to impact our markets going forward. If the pandemic leads to lower markets, this could impact commission income for 2021.

Van Lanschot Kempen reports goodwill on its consolidated statement of financial position in the amount of €103.1 million. In mid-2020, we performed a goodwill impairment trigger analysis to determine whether the coronavirus crisis is an impairment trigger for one or more of our cash-generating units (CGUs). We concluded that a goodwill impairment test was necessary for the Merchant Banking CGU. The impairment test did not result in a goodwill impairment for Merchant Banking at half-year 2020. The annual goodwill impairment test, conducted in the fourth quarter of 2020, did not result in a goodwill impairment for any of the CGUs. For more information, see Note 11, Goodwill and other intangible assets.

The current economic crisis as a result of the Covid-19 pandemic may have an impact on our capital and liquidity positions. However, these positions have remained strong.  Our CET 1 ratio is well above our internal requirement of 15-17% and also well above required regulatory capital levels. The CET 1 ratio has improved, coming in at 24.3% at year-end 2020, compared with 23.8% at year-end 2019. Our liquidity position has also improved over the last months. We saw a net increase in client deposit balances in 2020 and we participated in the ECB's targeted longer-term refinancing operations III programme (TLTRO III). This resulted in a net increase in our liquidity coverage ratio (LCR) from 157% at year-end 2019 to 177% at year-end 2020.

If our clients run into financial difficulties, this can lead to higher credit losses. In 2020, Covid-19's impact on our credit portfolio was relatively limited, also after application of a risk management overlay, which is reflected in the comparatively small increase in expected credit loss (ECL). The risk management overlay takes account of uncertainties at a few clients and in a few specific industries which are not (yet) reflected in the model parameters. For more information, see "Risk management", under 2.8, Loss allowance for expected credit loss (including sensitivity analyses performed by us).

Another possible effect of the volatility in the securities markets is that the private equity funds in which we participate may become less valuable. Currently the value of these funds is not lower compared with year-end 2019. 

To summarise, Van Lanschot Kempen is well able to cope with the Covid-19 crisis and the accompanying recession, thanks to its solid position. We can therefore affirm that the continuity of the company is in no way under pressure. Should the Covid-19 outbreak continue to cause disruption to economic activity globally through 2021 and beyond, there could be further adverse impacts on our income due to lower lending and transaction volumes and lower revenues related to steep equity market declines.




Summary of significant accounting principles

111

Functional and reporting currency

The consolidated financial statements are denominated in euros, the functional and reporting currency of Van Lanschot Kempen. Unless stated otherwise, all amounts are given in thousands of euros. The totals may not always match the sum of the individual values due to rounding.

Changes in accounting policies

The accounting policies adopted in the preparation of our annual consolidated financial statements for the year ended 31 December 2020 remain unchanged, except for the adoption of new standards and interpretations effective from 1 January 2020.

Changes in published IFRS standards and interpretations

The IFRS standards listed below became effective from 1 January 2020 and have been applied to our financial statements for 2020. Unless stated otherwise, application of these standards had no impact on Van Lanschot Kempen’s equity or result. Application of the amended standards generally entails amendment or expansion of notes.

IFRS 3 – Definition of a Business

The amendments clarify the minimum requirements for a business, remove the assessment of whether market participants are capable of replacing any missing elements, add guidance to help entities assess whether an acquired process is substantive, narrow the definitions of a business and of outputs, and introduce an optional fair value concentration test. New illustrative examples were provided along with the amendments. We have applied the amendments to the business combination of Hof Hoorneman Bankiers NV and concluded that the definition of a business is met. In the event of future transactions that are either business combinations or asset acquisitions, an impact assessment will be made.

IFRS 9, IAS 39 and IFRS 7 – Interest Rate Benchmark Reform

The amendments provide temporary reliefs that enable hedge accounting to continue during the period of uncertainty before the replacement of an existing interest rate benchmark with an alternative nearly risk-free interest rate. The amendments do not materially impact group results.

IAS 1 and IAS 8 – Definition of Material

The amendments are issued to align the definition of "material" across the standards and clarify that materiality will depend on the nature or magnitude of information, or both. No impact due to the amendments is expected at this stage.

Covid-19-Related Rent Concessions - Amendment to IFRS 16

The amendments provide relief to lessees from applying IFRS 16 guidance on lease modification accounting for rent concessions arising as a direct consequence of the Covid-19 pandemic. As a practical expedient, a lessee may elect not to assess whether a Covid-19-related rent concession from a lessor is a lease modification. A lessee that takes up this option accounts for any change in lease payments resulting from the Covid-19-related rent concession the same way it would account for the change under IFRS 16, if the change were not a lease modification. The amendment applies to

annual reporting periods beginning on or after 1 June 2020. Earlier application is permitted.

Published IFRS standards and interpretations not yet effective

In addition to the IFRS standards and interpretations referred to above, a number of IFRS standards and interpretations are new or have been amended, and apply to financial statements for periods beginning on or after 1 January 2021. We have not applied the following standards in the 2020 financial statements. Unless stated otherwise, standards will be applied as soon as they become effective and have been endorsed by the EU.


Annual Improvements to 2016-18 Cycle

Changes to standards concern:

Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16

The amendments prohibit entities from deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognises the proceeds from selling such items, and the costs of producing those items, in profit or loss.


The amendment is effective for annual reporting periods beginning on or after 1 January 2022 and must be

applied retrospectively to items of property, plant and equipment made available for use on or after the

beginning of the earliest period presented in which the entity first applies the amendment. The amendments are not expected to have a material impact on group results.

Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37

The amendments specify which costs an entity needs to include when assessing whether a contract is onerous or loss-making. The amendments apply a “directly related cost approach”. The costs that relate directly to a contract to provide goods or services include both incremental costs and an allocation of costs directly related to contract activities. General and administrative costs do not relate directly to a contract and are excluded unless they are explicitly chargeable to the counterparty under the contract. The amendments are effective for annual reporting periods beginning on or after 1 January 2022.

Significant accounting judgements and estimates

We have identified those accounting policies which involve the most complex or subjective decisions or assessments. In the process of applying these accounting policies, we use estimates, assumptions and judgements which can have a significant impact on the amounts recognised in the financial statements. These estimates and assumptions are based on the most recent information available, and the actual amounts may differ in the future. The principal estimates and assumptions relate to impairments on financial instruments measured at amortised cost and fair value through other comprehensive income, investments in associates using the equity method, property and equipment, goodwill, intangible assets, and assets acquired through foreclosures.



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Such estimates and assumptions also relate to the determination of the fair value of financial instruments, deferred tax positions, employee benefits and provisions, and other provisions.

Accounting judgements

We have applied critical judgement to determine significant influence in companies in which we hold minority interests smaller than 20%. In our opinion, the influence on the financial and operating policy decisions that we have in some minority interests is more in line with the expected influence in an associate. Examples of this influence are veto rights in decisions on issuance of new shares and decisions on amendments of the articles of association. Therefore, we classify these minority interests as incorporated in the articles of association and apply equity accounting instead of IFRS 9 fair value accounting. For further information, see the disclosure on Investments in associates using the equity method.

Determination of fair value

The determination of the fair value of financial instruments, in so far as available and provided there is an active market, is based on stock market prices at the reporting date.

For financial assets, the bid price is used; for financial liabilities, the selling price.

The fair value of financial instruments not traded in an active market is determined on the basis of cash flow and of option and other valuation models. These models are based on the market circumstances prevailing at the reporting date.

Estimates mainly relate to future cash flows and discount rates. For more details, see “Risk management”, under 14, Fair value.

Impairments of financial assets

We recognise a loss allowance for expected credit losses (ECL) on financial assets measured at amortised cost or fair value through profit or loss, as well as for financial guarantees and loan commitments. When there has been no significant deterioration in credit risk since initial recognition, ECL is recognised based on a 12-month expected credit loss (Stage 1). When a significant increase in credit risk has occurred, ECL is recognised based on a lifetime expected credit loss (Stage 2). For impaired loans (Stage 3), a lifetime ECL is recognised. The impairments of financial assets are determined as a critical estimate. For more information on deterioration in credit risk, see “Risk management”, under 2.8, Loss allowance for expected credit loss.

Impairments of goodwill

To measure the recoverable amounts, we calculate the value in use for each cash-generating unit (CGU). This calculation reflects an estimate of future cash flows, multiple scenario analyses and discount rates. Future cash flow estimates are based on our strategic plans and different types of investigation into possible trends. Events and factors that could have a significant impact on these estimates include market expectations, effects of mergers and acquisitions, competitive conditions, client behaviour and changes in the client base, cost structure, trends in interest rates and risks, and other circumstances specific to the industry and sector. For more information on the discount rates used, see Note 11, Goodwill and other intangible assets.

Other accounting estimates

Impairments of non-financial assets

The recoverable amount of a non-financial asset is the higher of the fair value of the asset less costs to sell and its value in use. This fair value less costs to sell is the price that would be received on sale of an asset or paid on transfer of a liability in an orderly transaction between market participants at the valuation date. To determine whether assets are impaired, the individual assets are allocated to the lowest level at which cash flows can be identified (cash-generating units). Non-financial assets that have been subject to impairment, other than goodwill paid, are reviewed annually to determine whether the impairment can be reversed. Non-financial assets, other than goodwill paid, are tested for impairment annually by assessing whether there are any indications that these assets are impaired.

Deferred tax assets

Deferred tax assets are recognised only if it is probable that taxable profits will be realised in the near future against which these temporary differences can be offset. Estimates are used when determining future taxable profits, since these are subject to uncertainty.

Acquisitions

In the case of acquisitions, it is necessary to determine the fair value of the acquired assets (including any intangible assets and goodwill acquired), as well as of liabilities and obligations not recognised in the statement of financial position. Estimates are used for this, particularly for those items which are not traded on an active market. Management consideration is also needed to determine the moment of the change of control and thus the moment of consolidation of an acquired entity.

Actuarial assumptions of provisions

The pension liabilities are determined using actuarial calculations. These calculations make assumptions regarding elements such as the discount rate, future trends in salaries and returns on investments. These assumptions are subject to uncertainty. See Note 19, Provisions.

Other provisions

Other provisions are determined on the basis of the most recent estimates of the expected costs. The timing of the cash outflow related to these provisions is by nature uncertain, given the unpredictability of the outcome and time required to conclude these claims. In determining these provisions we take into consideration the opinion of legal experts. Other provisions include provisions made for various legal claims and consist mainly of the provision for interest payments in response to a ruling by the Dutch Financial Services Complaints Authority (Kifid). Judgements are used in determining this provision, as the costs depend on complex calculations, the assumptions made in making these calculations and the interpretation of relevant regulations. 



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BASIS OF CONSOLIDATION

Subsidiaries

The consolidated financial statements of Van Lanschot Kempen comprise the financial statements of Van Lanschot Kempen Wealth Management and its subsidiaries. These have been prepared at 31 December 2020 using consistent accounting policies, and their financial year is concurrent with the calendar year.

Subsidiaries (including the consolidated structured entities) are associates in which Van Lanschot Kempen exercises decisive control. Van Lanschot Kempen has decisive control over an entity when it has power over that entity and is exposed to or has rights to variable income from its involvement in the entity and is able to use its power over the entity to influence the entity’s income. The assessment of control is based on the actual relationship between Van Lanschot Kempen and the entity. Factors taken into account include existing and potential voting rights. A right is a material right if its holder is able to exercise that right in practice.

Van Lanschot Kempen has power over an entity if its existing and potential voting rights amount to more than 50%. If these rights amount to less than 50%, Van Lanschot Kempen determines whether it has power over the entity pursuant to contractual agreements. In making this assessment, a distinction is made between substantive and protective rights. Substantive rights are rights which enable the decision-making power of an enterprise to be influenced directly and which give Van Lanschot Kempen decisive control over an entity. Examples include the right to appoint and dismiss members of the board of management, and to set the level of their remuneration. Protective rights are rights which protect the interests of an entity in another entity, but which do not directly confer decision-making powers. Protective rights do not give Van Lanschot Kempen decisive control over an entity. When acquiring non-controlling interests, Van Lanschot Kempen in principle includes only protective rights in the contractual agreement. These are rights of approval which enable Van Lanschot Kempen to protect its minority position without acquiring decision-making power. Examples of protective rights are rights of approval in respect of the issue of shares and the effecting of significant acquisitions.

Intra-group transactions are eliminated in the consolidation process. Subsidiaries are consolidated from the date of incorporation or acquisition, being the date on which Van Lanschot Kempen acquires control, and are consolidated until the date that such control ceases.

We consolidate interests in investment funds if we have power over the investment fund and are exposed to or have rights to variable income stemming from our involvement and are able to use our power over the investment fund to influence the variable income. The assessment of control is based on the actual relationship between Van Lanschot Kempen and the investment fund. Van Lanschot Kempen takes into account its interest for its own account and its own role, or that of one of its group companies, as fund manager.

In the case of subsidiaries not fully controlled by Van Lanschot Kempen, the non-controlling interest in equity is presented separately in the consolidated statement of financial position as a component of total equity. The profit or loss for the

reporting period that can be attributed to the non-controlling interest is disclosed separately.

Acquisitions

Acquisitions are recognised using the acquisition method. Accordingly, the cost of an acquisition is allocated to the fair value of the acquired assets (inclusive of any intangible assets not previously disclosed in the statement of financial position), liabilities and obligations not disclosed in the statement of financial position.

Goodwill, being the difference between the cost of the acquisition (including assumed debts) and our interest in the fair value of acquired assets, liabilities and obligations not disclosed in the statement of financial position at the acquisition date, is capitalised as an intangible asset. If this difference is negative (negative goodwill), it is taken directly to the statement of income.

A non-controlling interest in the company acquired is recognised at the fair value prevailing on the acquisition date or at the proportionate share in the identifiable assets and liabilities of the company acquired.

Results of companies acquired are disclosed in the statement of income from the date at which control is obtained.

Adjustments to the fair value of acquired assets and liabilities at the acquisition date which are identified within 12 months of the acquisition may lead to adjustment of goodwill. Adjustments identified after expiry of one year are disclosed in the statement of income.

On disposal of group companies, the difference between the sale proceeds and the acquisition cost (including goodwill) is included in the statement of income together with any unrealised gain or loss.

Goodwill is not amortised. For more information on its valuation, see Note 11, Goodwill and other intangible assets.

Hof Hoorneman Bankiers

On 15 January 2021, we successfully completed the acquisition of Hof Hoorneman Bankiers NV ("Hof Hoorneman Bankiers"). The takeover was announced on 18 August 2020. On 22 December 2020, we announced that our regulators had issued declarations of no objection for the takeover and proposed integration of Hof Hoorneman Bankiers into Van Lanschot Kempen. Factors that were taken into account and argue for control over Hof Hoorneman Bankiers as per 31 December 2020 include:

Contractual agreements made in the “Shared Purchase Agreement”;

Substantive rights to exercise control over important decisions related to the normal course of business and operations;

Declarations of no objection for the takeover and proposed integration of Hof Hoorneman Bankiers were received from our regulators; and

The equity capital at closing being at the expense and risk of Van Lanschot Kempen.



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Summary of significant accounting policies

Foreign currencies

Functional currency

Items in the statement of financial position pertaining to each group company are stated in the currency of the economic environment in which the entity operates (i.e. the functional currency).

Group companies

The assets, liabilities, income and expenses of group companies that use a functional currency other than the reporting currency are translated as follows:

Assets and liabilities are translated using the closing exchange rate at the reporting date;

Income and expenses are translated using the rate prevailing on the transaction date, which is approximately equal to the average exchange rate;

Remaining exchange-related gains or losses are recognised as a separate component of equity.

Upon consolidation, exchange-related gains or losses arising from monetary items forming part of a net investment in foreign divisions are recognised in equity. Exchange-related gains or losses on borrowings and other items designated as hedging instruments for such investments are also recognised in equity.

Transactions and line items

On initial recognition, transactions in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction date. Translation differences arising on the settlement of such transactions or on the translation of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss, except where they are recognised in equity as qualifying cash flow hedges or qualifying net investment hedges in foreign divisions.

In general, translation differences in the statement of income are included in the result on financial transactions. Translation differences on non-monetary items measured at fair value through profit or loss are reported as part of the fair value gain or loss. Non-monetary items are translated into the reporting currency at the same time as the determination of their fair value. By retranslation on reporting date, translation differences on non-monetary items measured at fair value through equity are included in the revaluation reserve in equity.

Non-monetary items not measured at fair value are translated at the exchange rate prevailing on the original transaction date.

Recognition of financial assets in the statement of financial position

Purchases of financial assets designated at fair value through profit or loss whose value is subject to change, or financial assets at fair value through other comprehensive income, or other financial assets at amortised costs, which are settled according to standard market conventions, are recognised on the transaction date, i.e. the date on which we undertake to purchase or sell the asset concerned. Loans and advances are recognised on the settlement date, i.e. the date on which we receive or transfer the asset.

Derecognition of financial assets and liabilities in the statement of financial position

Financial assets are derecognised when:

Our rights to the cash flows from the asset expire;

We have retained the right to receive the cash flows from an asset, but have an obligation to pay these in full to a third party under a special agreement;

We have transferred our rights to the cash flows from the asset and have transferred substantially all the risks and rewards;

We have not transferred substantially all the risks and rewards but have transferred control over the asset.

If we have transferred our rights to the cash flows from an asset, but have not transferred substantially all the risks and rewards of the asset and have not transferred control, the asset is recognised as long as we have continuing involvement in the asset.

A financial liability is derecognised as soon as the obligation under the liability is discharged, cancelled or expired.

Repo transactions and reverse repo transactions

Securities sold subject to repurchase agreements (repos) continue to be recognised in the statement of financial position. The related liability is included under the relevant line item (principally Due to banks).

Securities purchased subject to resale agreements (reverse repos) are recognised under the line item Due from banks or under Loans and advances to the public and private sectors. The difference between the sale price and the purchase price is recognised in the statement of income as interest during the term of the agreement.

Special purpose entities

We have placed parts of our loan portfolio in special purpose entities (SPEs). If we have effective control over an SPE, it is consolidated. We have control over an entity when we have power over that entity and are exposed to or have rights to variable income from our involvement in the entity and are able to use our power over the entity to influence the entity’s income.

The accounting principles followed by Van Lanschot Kempen are applied when consolidating SPEs.



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Transfers of financial assets

All or a part of a financial asset is transferred if:

The contractual rights to receive the cash flows from that financial asset are transferred; or

The contractual rights to receive the cash flows from that financial asset are retained, but a contractual obligation is assumed to pay the cash flows to one or more recipients under an arrangement.

We have no other assets meeting the criteria for transfers of financial assets.

Derivatives

A derivative is initially recognised at fair value on the effective date of the contract. After initial recognition, the derivative is subsequently remeasured at fair value and movements in value are taken to the statement of income under Result on financial transactions. Fair values are based on stock exchange prices, cash flow models, and option and other valuation models.

Hedge accounting

We use derivatives, such as interest rate swaps, to hedge our exposure to risks. The carrying amount of assets and liabilities which are hedged through fair value hedging and which would otherwise be recognised at cost is adjusted for movements in the fair value that can be attributed to the hedged risks. Any gains or losses arising from changes in the fair value of derivatives not relating to the hedged risks are taken directly to the statement of income. We have chosen to apply hedge accounting based on IAS 39, using the temporary reliefs provided by the applicable amendments.

At the inception of a hedge transaction, we formally designate and document the hedge relationship and the financial risk management objective when entering into the hedge transaction. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how we will assess the hedging instrument’s effectiveness in offsetting the exposure to risks.

Such hedges are considered to be effective if we may expect, both upon inception and during the term of the hedge, that changes in the fair value or cash flows of the hedged item will be almost fully offset by changes in the fair value or cash flows of the hedging instrument, in so far as they relate to the hedged risk, and the actual outcome is within a range of 80-125%. The effectiveness is assessed and documented on a monthly basis in order to determine that the hedge has been highly effective throughout the financial reporting periods for which it was intended. We apply the EU carve-out on portfolio fair value hedges.

Hedges that qualify for hedge accounting are recognised as follows:

Fair value hedges

Fair value hedges are hedges of the exposure to changes in the fair value of an asset or liability arising as a result of interest rate changes. Movements in the value of the hedging instrument are taken to the statement of income.

 

Any change in the fair value of the hedged item is also recognised in the statement of income, in so far as the hedging instrument has been effective in the preceding period.

A hedge relationship ends if the hedging instrument is sold, expires or is exercised, or if the hedging transaction no longer meets the criteria for hedge accounting, with the remaining value adjustment of the hedged item amortised through profit or loss until the end of its term.

We apply micro fair value hedge accounting and macro fair value hedge accounting.

Micro fair value hedges

A fair value hedge is classified as a micro fair value hedge when the hedged item (or group of items) is a distinctively identifiable asset or liability hedged by one or a few hedging instruments. Debt securities at fair value through other comprehensive income and issued debt securities are hedged for interest rate risk in a micro fair value hedge.

Macro fair value hedges

We apply macro fair value hedges for fixed rate mortgages. A portfolio of mortgages is identified comprising homogeneous loans based on their contractual interest rates, maturity and other risk characteristics. Mortgages within the identified portfolio are allocated into repricing term buckets based on expected repricing dates rather than contractual repricing dates. The hedging instruments are designated appropriately to those repricing term buckets.

Cash flow hedges

Cash flow hedges are hedges of the exposure to fluctuations in the cash flow of an asset, liability or future transaction arising as a result of interest rate changes and/or inflation. The portion of the gain or loss on the hedging instrument that has been determined to be an effective hedge is recognised directly in equity until the hedged item affects the statement of income, while the ineffective portion is recognised in profit or loss.

If the hedging instrument expires or is sold, or if it can no longer be designated as a hedge, accumulated gains and losses remain in equity until the expected future transaction is taken to the statement of income. If the expected future transaction is no longer likely to take place, the accumulated result is transferred directly from equity to profit or loss.

Embedded derivatives

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

If the hybrid contract contains a host that is not an asset, the embedded derivatives are separated from the host contract and treated as separate derivatives when:

The economic characteristics are not closely related to those of the host contract;

A separate instrument with the same terms would meet the definition of a derivative; and

The hybrid contract is not measured at fair value through profit or loss.



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Day 1 profit

Discrepancies between the transaction price and the fair value may arise if valuation techniques are applied at the time of the transaction. Such a discrepancy is referred to as a Day 1 profit. Any resulting profit or loss is recognised directly in the statement of income if the valuation method is based on observable inputs in an active market. In the event of unobservable inputs, the gain or loss is amortised over the term of the transaction.

Netting of financial assets and liabilities

Financial assets and liabilities are netted and presented in the consolidated financial statements at the net amount when we have a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. This mainly concerns netting of derivatives. See 2.7, Risk management.

Statement of financial position by IFRS accounting policy

For the layout of the statement of financial position by IFRS accounting policy, see “Consolidated statement of financial position by category” in the supplementary notes.

Statement of financial position

Cash and cash equivalents and balances at central banks

Cash and cash equivalents and balances at central banks comprise, at nominal value, cash in hand and deposits with a term of less than three months, investments readily convertible into a known amount of cash with an insignificant risk of value changes, balances at central banks and balances withdrawable on demand at other banks in respect of which the risk of value changes is insignificant. The amount due from De Nederlandsche Bank (DNB) arising from the minimum reserve requirement is also included in this item.

Financial assets from trading activities

Financial assets from trading activities are transactions for our own account whereby the aim is to actively sell these instruments in the short term. Financial assets from trading activities consist of the trading portfolio of both equity instruments and debt instruments. The financial assets from trading activities are recognised at fair value with effect from the trade date and value adjustments are taken to the statement of income under the line item Result on financial transactions.

Due from banks

Amounts due from banks are initially recognised at fair value and subsequently at amortised cost using the effective interest method.

Derivatives

Derivatives are carried at fair value. The positive and negative values of derivatives are shown separately on the face of the statement of financial position on the assets side and the liabilities side, respectively. The values of derivatives with a positive and negative value, concluded with the same counterparty, are only netted if the cash flows are settled on a net basis and this is permitted under law. Movements in the value of derivatives are taken directly to the line item Result on financial transactions. If the hedge is completely effective, the net impact on the statement of income is nil. The difference, in so far as this remains within the ranges set, reflects ineffectiveness and is taken to the statement of income.

Derivatives include:

The fair value of derivatives held for trading
Derivatives held for trading are transactions for own account whereby the aim is to actively sell them in the short term;

Economic hedges
Economic hedges are derivatives used to manage risks without applying hedge accounting;

Structured product derivatives
Structured product derivatives are options we have acquired in order to hedge structured products sold to clients, without application of hedge accounting;

Client option positions
Offsetting market transactions are conducted for all option positions held by our clients on a one-on-one basis;

Derivatives with application of hedge accounting
These are derivatives used as hedging instruments in the application of hedge accounting.

Financial assets at fair value through profit or loss

Assets that do not meet the criteria for amortised cost or fair value through other comprehensive income (FVOCI) are measured at fair value through profit or loss (FVPL). Additionally, any instrument for which the contractual cash flow characteristics are not solely payments of principal and interest (SPPI) must be measured at FVPL. No restrictions are set for sales within the fair value through profit or loss portfolio. These debt instruments are governed by the Asset & Liability Committee (ALCO) and sales need to be approved by ALCO. Interest earned on these assets is recognised as interest income. All other realised and unrealised gains and losses on remeasuring debt instruments at fair value are recognised under Result on financial transactions. All realised and unrealised gains and losses on remeasuring equity instruments at fair value are recognised under Income from securities and associates.

Financial assets at fair value through other comprehensive income

A debt instrument that is held within the hold to collect and sell business model and meets the SPPI test is measured at fair value, with fair value adjustments recognised in Other comprehensive income unless the asset is designated at fair value through profit or loss. The financial assets in the hold to collect and sell portfolio are governed by ALCO and sales need to be approved by ALCO. Sales as a result of managing everyday liquidity needs, maintaining a particular interest yield profile on the secondary market, or to match the duration and sales required by regulators, are consistent with the objective of the hold to collect and sell portfolio.

Under FVOCI, a financial asset is measured at its fair value and movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses on the instrument’s amortised cost which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in Result on financial transactions. Interest income from these financial assets is included in Interest income using the effective interest method.



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Loans and advances to the public and private sectors

Loans and advances to the public and private sectors are initially recognised at fair value plus transaction costs directly attributable to the acquisition of the financial asset, and are subsequently amortised using the effective interest rate method less any allowance for impairment. The impairment is recognised in the statement of income.

Other financial assets at amortised cost

A debt instrument that is held within the hold to collect business model and meets the SPPI test is measured at amortised cost unless the asset is designated at fair value through profit or loss. Our ALCO sets restrictions for buying and selling in the hold to collect portfolio. Sales are permitted when these are due to an increase in credit risk, take place close to the maturity date, are insignificant in value (at both individual and aggregated levels) or are infrequent. Under this measurement category, the financial asset is initially recognised at fair value plus transaction costs that are directly attributable to the acquisition of the financial asset, and subsequently recognised at amortised cost less the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount and adjusted for any impairment allowance. The impairment is recognised in the statement of income. Interest income from these financial assets is included in Interest income using the effective interest rate method.

Investments in associates using the equity method

These investments have been designated by management as transactions held indefinitely, and as a result of the acquired control can be classified as investments in associates using the equity method. These are investments in entities where we have significant influence but not control. If there is a change in the equity of the associate, we recognise our share in this change and include it in the statement of changes in equity. This also applies to results of associates recognised in our statement of income.

In the first year of investment, investments classified as investments in associates using the equity method are recognised at cost, and where applicable are adjusted for any changes in the value of the associate’s individual receivables and payables occurring after the acquisition, measured using the policies applied by Van Lanschot Kempen.

The recoverable amount of the investments in associates using the equity method is determined each quarter. The valuation methods applied are the capitalisation method (peer group analysis), the discounted cash flow method and the disclosed net asset value method. An impairment is recognised if the recoverable amount is lower than the carrying amount.

The capitalisation method determines the value of a business by multiplying the operating profit (EBIT) and the operating profit before depreciation and amortisation (EBITDA) by a multiplier factor derived from similar listed companies (the peer group), if applicable also taking account of a discount for poor liquidity and minority shareholding. EBIT and EBITDA are adjusted for one-off items where applicable.

The discounted cash flow method calculates the enterprise value by discounting the forecast operational cash flows at a discount rate for the planning period and a final value based on the extrapolation of the operating profit. The discount rate is determined on the basis of the discount rate of listed companies with a high degree of similarity and on the specific characteristics of the company. If applicable, the discounted cash flow method takes account of a discount for poor liquidity and minority shareholdings.

The company’s net debt is then deducted from the value resulting from the capitalisation method and/or discounted cash flow method and multiplied by the share in the capital structure in order to derive the shareholder value from the enterprise value.

The disclosed net asset value method determines the value of a company based on the statement of financial position.

If our share in the associate’s losses is equal to or exceeds our interest in the associate, no further losses are recognised unless we have assumed obligations or made payments for these associates.

Property and equipment

Property and equipment comprise property, information technology, furniture and fixtures, and communication and safety equipment. Property and equipment are initially carried at cost and subsequently measured at historical cost less accumulated depreciation and accumulated impairments. The carrying value includes the costs for replacement of part of the existing property as soon as these costs are incurred, but excludes day-to-day servicing costs. Depreciation is calculated on a straight-line basis over the useful life of the asset.

Lease contracts which we entered into as a lessee are classified as right-of-use assets. Right-of-use assets are presented as part of Property and equipment in the statement of financial position and are measured at cost, comprising the following:

The amount of the initial measurement of the lease liability;

Any lease payments made at or before the commencement date less any lease incentives received;

Any initial direct costs;

Restoration costs.

Depreciation is applied using the same method as for wholly-owned tangible assets.

The recoverable amount of individual property items is determined every year, irrespective of whether there is any indication of impairment, and more often if market conditions so dictate. The recoverable amount is the higher of the fair value less costs or the value in use. The fair value less costs is set by an independent surveyor. If the fair value less costs is below the carrying amount, the value in use is determined. This value is calculated using the value-in-use method. If the value in use is also below the carrying amount, an impairment is recognised for the difference between the carrying amount and the higher of the fair value less costs and the value in use.



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Estimated useful life of property and equipment (years)

Land

Indefinite

Buildings

40

Alterations

10-15

Operating system software and IT

3-5

Communication equipment

5

Safety equipment

15

Infrastructure

10

Furniture and fixtures

5-10

Right of use assets

1-10

Operating system software development costs are capitalised if they are identifiable, if there is a likelihood that future economic benefits will flow to Van Lanschot Kempen and if costs can be measured reliably.

Property not in own use comprises office buildings no longer in own use. Our policy is focused on selling these assets in due course. Property not in own use is carried at historical cost less accumulated depreciation and accumulated impairments. This property is considered to be impaired if its carrying amount exceeds the recoverable amount. The recoverable amount less the relevant variable costs to sell is based on the appraisal value as determined by an independent surveyor.

Goodwill and other intangible assets

Goodwill represents the difference between the fair value of the acquired assets (including intangible assets) and liabilities, and the purchase price paid (excluding acquisition costs). Goodwill paid is included in the financial statements at cost less any accumulated impairment losses. Goodwill paid is tested for impairment annually or whenever events or changes in circumstances indicate that the carrying value may be impaired. An impairment is calculated based on the difference between the carrying value and the recoverable amount of the cash-generating unit (CGU) to which the goodwill relates. A CGU’s recoverable amount is the higher of its fair value less costs to sell and its value in use.

Owing to the absence of a market for separate CGUs, we are unable to calculate a reliable fair value less costs to sell for each CGU. The recoverable amount is therefore deemed to be equal to the value in use. The value in use is determined by discounting the future cash flows generated by a CGU to their net present value. If the recoverable amount of a CGU is lower than its carrying amount, goodwill is impaired. The impairment is first applied in full to the goodwill and then pro rata to the individual assets.

Other intangible assets with a finite useful life, such as application software, client bases, contractual rights and the value of acquired funds and loans and advances, are capitalised at cost and amortised on a straight-line basis over their respective useful lives.


Estimated useful life of intangible assets (years)

Client bases

5-20

Third-party distribution channels

12-20

Brand names

20

Application software

3-5

Tax assets and liabilities

Tax assets and liabilities are stated at face value. Current and deferred tax assets and liabilities are offset when they relate to the same tax authority, the same type of tax and the law permits offsetting of these assets and liabilities.

Deferred taxes are recognised on the face of the statement of financial position if the valuation of an asset or liability temporarily differs from the valuation for tax purposes. Deferred taxes are calculated using the tax rates prevailing on the reporting date. Deferred tax assets and liabilities are offset if they relate to the same tax authority, concern the same type of tax, if it is permitted under law to offset these deferrals and if the deferrals are expected to be settled simultaneously. Deferred tax assets are recognised only if it is probable that taxable profits will be realised in the near future against which these temporary differences can be offset.

Deferred tax assets and liabilities are assessed at every reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets and liabilities to be used. This reduction will be reversed if it is probable that sufficient taxable profits will be available.

Changes in the value of investments classified as available for sale and movements in the value of derivatives forming part of a cash flow hedge are recognised in equity net of deferred tax. Deferred tax assets and liabilities cease to be recognised when these movements in value are realised. Current tax is taken to the statement of income on realisation of the movement in value.

Assets and liabilities classified as held for sale

The line item Assets and liabilities classified as held for sale includes a group of assets whose carrying amounts will principally be recovered through a sale transaction. These assets and liabilities are measured at the lower of either the carrying amount or fair value less costs to sell and depreciation. The group of assets and liabilities concerned is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal groups. We plan to sell assets at a price which is reasonable considering their current fair value, as a result of which a sale is highly probable and expected to be completed within one year.

Other assets

Assets acquired through foreclosures are carried at the lower of cost or the recoverable amount. This recoverable amount is the estimated selling price in the ordinary course of business less the relevant variable costs to sell. The recoverable amount less the relevant variable costs to sell is based on the appraisal value as determined by an independent surveyor. Other assets are initially recognised at fair value excluding transaction costs. After initial recognition, they are recognised at amortised cost using the effective interest method.

Financial liabilities from trading activities

Financial liabilities from trading activities are transactions for own account whereby the aim is to repurchase these instruments in the short term. These instruments are stated at fair value, with movements in value recognised in the statement of income under Result on financial transactions. This line item comprises short positions on the trading portfolio in both equity instruments and debt instruments. Recognition is from the date on which the contract is concluded.



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Due to banks

Amounts due to banks are initially recognised at fair value excluding transaction costs. After their initial recognition, they are recognised at amortised cost using the effective interest method.

Public and private sector liabilities

Public and private sector liabilities are initially recognised at fair value excluding transaction costs. After their initial recognition, they are recognised at amortised cost using the effective interest method.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss comprise financial instruments which management believes should be recognised at fair value through profit or loss based on one of the following reasons:

Designation eliminates or significantly reduces inconsistencies in measurement and recognition which would otherwise arise as a result of liabilities being valued or income and expenses being recognised under different accounting policies; or

The contract in which the financial instrument is included contains one or more embedded derivatives and the entire contract is recognised at fair value through profit or loss. This is only permitted if the embedded derivative has significant influence on the contractually agreed cash flows.

The valuation takes account of our own credit risk. This is based on the internal funding curve, which is determined by spreads on issued debt securities and estimates by investment banks of interest rates on new issued debt securities. Own credit risk is recognised in equity under the line item Own credit risk reserve. The remaining amount of change in the fair value is recognised in Result on financial transactions.

Issued debt securities

Issued debt securities are initially recognised at fair value excluding transaction costs. After initial recognition, issued debt securities are carried at amortised cost using the effective interest method. Repurchase of our own debt securities is offset in the consolidated financial statements against the liability; the difference between the cost and the carrying amount based on the remaining term is taken to the statement of income.

Provisions

A provision is a liability of uncertain timing or amount. A provision is included in the statement of financial position if we have an obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made. Provisions are discounted if the time value of money for the liability has a material effect.

Provisions for pensions

We operate defined benefit plans and defined contribution plans. Under defined contribution plans, contributions to pension providers are taken to the statement of income as staff costs. We have no further payment obligations with respect to defined contribution plans once the contributions have been paid.

A defined benefit plan is a pension plan which defines the amount of pension benefit that an employee will receive on

retirement. Factors such as age, years of service and salary are taken into account when determining the amounts to be paid. The provision for defined benefit plans is the present value of the defined benefit obligation at the reporting date less the fair value of plan assets.

Differences between the expected and actual return on plan assets, actuarial gains and losses and changes in the effect of the asset ceiling are recognised directly in equity; net interest is recognised under Interest in the statement of income.

Provisions for long-service benefits

Employees receive a bonus to mark a long-service anniversary of 25 and 40 years. In addition, receptions or dinners with colleagues are organised for employees who have been in service for 25 and 40 years.

Restructuring provision

A provision for restructuring is recognised only if the recognition criteria are met. We have a constructive obligation if we have a detailed formal restructuring plan identifying at least the business or part of the business concerned, the principal locations affected, the number of employees affected, a detailed estimate of the expenditure to be undertaken and a suitable timeframe. Employees are also notified of the main features of the plan.

Other liabilities

Other liabilities are initially recognised at fair value excluding transaction costs. After their initial recognition, they are recognised at amortised cost using the effective interest method.

Lease liabilities are presented in the statement of financial position as part of Other liabilities. Interest payments and amortisation in the year are charged to the income statement on a straight-line basis over the term of the lease, and disclosed separately within the statement of profit or loss.

Lease liabilities consist of interest and lease payments and are initially measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate.

Subordinated loans

Subordinated loans are initially recognised at fair value excluding transaction costs. After initial recognition, they are carried at amortised cost. Purchases of our own subordinated loans are offset against the liability in the consolidated financial statements; the difference between cost and the carrying amount based on the remaining term is taken to the statement of income.

Equity

Direct costs of a new share issue are deducted from equity, taking account of taxes.

If we purchase treasury shares, the purchase price, including direct transaction costs after tax, is deducted from equity. Treasury shares that we purchase do not qualify for profit or dividend and are not included in the calculation of earnings per share.

Obligations not recognised in the statement of financial position

This includes obligations that represent a potential credit risk. For the other obligations not recognised in the statement of



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financial position, see “Commitments” in the supplementary notes.

Contingent assets and liabilities and irrevocable commitments

Contingent liabilities are carried at the contract value and relate in particular to guarantees and irrevocable letters of credit. This item consists of unused overdraft facilities, sale and repurchase commitments, irrevocable payment commitments for the Single Resolution Fund (SRF) and all other obligations resulting from irrevocable commitments that could give rise to loans.

Statement of income

General

Revenue is recognised when it is likely that the economic benefits will flow to Van Lanschot Kempen and the revenue can be measured reliably. Costs are allocated as far as possible to the period in which the services were rendered or to the relevant proceeds.

Net interest income

This item consists of income earned on lending and costs of borrowing, derivatives, related commission, and other income/expense similar to interest. The amortisation of remaining value adjustments on mortgage portfolios of fair value hedges which expired in the past is disclosed under Interest income.

Interest income and interest expense are recognised in the statement of income on an accrual basis, using the effective interest method. The effective interest rate is the rate that exactly discounts estimated cash flows over the life of the financial instrument, or a shorter period when appropriate, to the net carrying amount of the financial asset or liability. When calculating the effective interest rate, we take into account all contractual terms of the financial instrument (for example early repayment) but not future losses due to uncollectible amounts.

Negative interest on derivatives whereby interest paid is recognised under Interest expense and interest received is recognised under Interest income. Negative interest on balances at central banks is recognised under Interest expense.

Income from securities and associates

All dividends received from investments in equity instruments are included under dividends and fees. Dividends are recognised directly in the statement of income when they are made payable.

Our share in the results of equity-valued associates is recognised under Income from securities and associates using the equity method. Dividends received are deducted from the carrying amount of the equity-valued associate. Due to the fact that these investments in associates using the equity method are part of our investment strategy, we present its income as part of our operating activities.

Net commission income

This item comprises the income, other than income similar to interest, earned on wealth management services provided to third parties. Commission paid to third parties is accounted for as commission expense.

We receive commission for the wide range of services we provide to clients. This can be divided into commission on a transaction basis and periodic commission charged to the client during the year.

Commission on a transaction basis

Commission income on a transaction basis is recognised in the periods in which we provide the services. Transaction commission for which we only provide a service on the transaction date (e.g. commission on buying and selling shares) is taken directly to the statement of income. Transaction commission for which we have to provide a service in the future (e.g. commission on structured products) forms part of the amortised cost and is recognised in the statement of income over the expected term of the instrument.

Periodic commission

Periodic commission (e.g. management fees) is recognised in the statement of income in the period in which the services are provided.

Result on financial transactions

Result on securities trading includes realised and unrealised value differences on gains and losses on financial instruments relating to the securities trading portfolio. Exchange and price gains and losses on trading in other financial instruments are recognised under Result on foreign currency trading. Gains and losses due to ineffectiveness in hedge accounting are recognised under Unrealised gains/losses on derivatives under hedge accounting. Result on economic hedges includes realised and unrealised gains and losses on derivatives that are not included in a hedge accounting model. Result on financial instruments at fair value through profit or loss comprises unrealised value differences and interest expenses on financial liabilities at fair value through profit or loss.

Other income

Other income comprises non-banking income resulting from the consolidation of non-banking subsidiaries.

Staff costs

Staff costs comprise wages and salaries, pension and early retirement costs, other social security costs and other staff costs such as remuneration in the form of share-based employee benefits.

Share-based payments

Employees may be eligible to receive remuneration in the form of share-based payments. The cost of equity-settled transactions with employees is measured by reference to the fair value at the date on which the equity instruments are granted. The fair value is determined based on the share price on the grant date, taking into account the discounted value of expected dividends over the vesting period. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, in the period in which the employee’s performance criteria are fulfilled, ending on the date on which the employee becomes fully entitled to the award (the vesting date).

Other administrative expenses

Other administrative expenses comprise IT expenses, costs of marketing and communication, accommodation expenses, office expenses and other administrative expenses.



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Depreciation

Depreciation and amortisation are determined on the basis of estimated useful life and charged to the statement of income.

Impairments

This item comprises the balance of the required impairments and reversals of such impairments.

Income tax

Tax on operating profit is recognised in the statement of income in accordance with applicable tax law in the jurisdictions in which we operate. Tax effects of any losses incurred in certain jurisdictions are recognised as assets when it is probable that sufficient future profits will be available in the relevant jurisdiction against which these losses can be offset.

Earnings per ordinary share

Earnings per ordinary share are calculated by dividing the profit for the year available to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per ordinary share are calculated by dividing the profit available to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, adjusted for possible dilution as a result of, for example, outstanding option rights.

Statement of cash flows

The statement of cash flows is prepared using the indirect method. This statement of cash flows shows the source and application of cash items. Cash flows are divided into those from operating, investing and financing activities. Cash and cash equivalents comprise, at face value, all cash in hand, balances at central banks and balances withdrawable on demand at other banks in respect of which the risk of value changes is insignificant.

Segment information

The different operating segments form the basis for our primary segmentation. An operating segment is a business unit that can earn revenues and incur expenses and whose operating results are regularly reviewed by its management or the chief operating decision maker and for which discrete financial information is available. Additional information is reported geographically based on where the business activities are located. Intra-segment transactions are conducted on commercial terms and market conditions (at arm’s length).



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RISK MANAGEMENT

1.Risk, capital management and compliance

Our front-office functions are essential in delivering services to our clients. Risk management supports the front office, clients and other stakeholders in ensuring that the risks incurred by Van Lanschot Kempen are controlled and comply with our risk appetite and legal requirements. This section describes our risk appetite, the organisational and governance arrangements that are in place regarding risk management, and the three lines of defence principle. After discussing these general arrangements, the section continues with credit risk, market risk, operational risk, settlement risk, credit valuation adjustment (CVA) risk, strategic risk, interest rate risk, liquidity risk, securitisation risk, climate change risk, financial reporting risk and assets at fair value. An overview of compliance risk is also provided.

1.1 Risk appetite

Solid capital and liquidity ratios are essential prerequisites for a successful proposition to our clients and the financial stability of Van Lanschot Kempen in general. This is reflected in our risk appetite statement. We aim to have a simple and transparent balance sheet.

We have a robust risk appetite framework in place. Each year, the Statutory Board prepares the risk appetite statement, which translates our risk appetite into strategic limits. The risk appetite statement is then submitted to the Supervisory Board for review and approval. Quarterly risk appetite reports serve as important discussion documents for the continuous review of our risk profile.

The risk appetite statement is based on the following guiding principles:

We only take risks that we understand and can explain;

We only take risks that – directly or indirectly – serve our strategic objectives;

The sum of all risks taken should not exceed our risk-bearing capacity;

When taking risks, we take the requirements and expectations of all stakeholders into account;

We do not take any risks that could seriously harm our reputation;

Our risk appetite should be considered in all business decisions at every level of the organisation;

We avoid risks that could lead to legal or regulatory breaches.

1.2 Organisation of risk, capital management and compliance

The purpose of our risk management framework is to identify and analyse risks at an early stage, as well as to mitigate and monitor those risks. Adequate internal control procedures and reporting systems, including the application of standards and limits, are key elements of the risk management framework.

The organisation of our risk management framework is based on the three lines of defence principle. Day-to-day responsibility for risk control lies with the front office and/or operational departments (the first line of defence) including internal control activities. Compliance, Risk Management and Finance, Reporting & Control form the second line of defence for financial and non-financial risks.

These departments are responsible for initiating risk policies and the supervision of risk controls within Van Lanschot Kempen. Internal Audit forms the third line of defence and is responsible for performing independent audits on the risk framework and activities of the first and second line. This set-up creates a clear, balanced and appropriate division of tasks, powers and responsibilities, and ensures independent and effective operation of the risk management function.

Risk Management stands at the core of capital management. We actively manage our capital base to cover risks inherent to our business and meet the capital adequacy requirements of De Nederlandsche Bank (DNB). The adequacy of our capital is monitored by using the rules and ratios established by the Basel Committee on Banking Supervision as transposed into EU law. This legal framework also forms the basis for supervision by DNB. Over the reporting period, we fully complied with all externally imposed capital requirements. Both external and internal capital adequacy targets are taken into account, and the central focus is on safeguarding our financial solidity and stability. Each year, a capital and funding plan is prepared for capital management purposes.



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Table 1.2 Risk, capital management and compliance framework

Supervision

§ 1.2.1

Supervisory Board

Risk Committee

Audit and Compliance Committee

Risk and capital management

§ 1.2.2

Statutory Board

Risk Committee

Credit Risk Committee

Market Risk Committee

Asset & Liability Committee

Compliance & Operational Risk Committee

Credit Committee

Product Boards

Implementation and review

§ 1.2.3

Risk Management

Finance, Reporting & Control

Compliance

Internal Audit

Execution

§ 1.2.4

Private Banking

Evi

Asset Management

Merchant Banking

Treasury

Credit Restructuring & Recovery

1.2.1 Supervision

The Supervisory Board oversees the risks and capital requirements in relation to the group’s operations and portfolio composition. It has set up two committees specifically for this purpose.

The Risk Committee focuses on all identified risks in the group’s business activities, as well as the risk management framework. The Committee also prepares decision-making by the Supervisory Board on risk matters.

The Audit and Compliance Committee is tasked with advising the Supervisory Board on financial reporting, internal and external audits, compliance and matters regarding duty of care.

1.2.2 Risk, capital management and compliance

The Statutory Board is responsible for developing and executing the strategy of the group. This includes the capital and funding plan, which is based on a number of risk, capital and compliance policies.

The primary objective of our capital management is to ensure that we comply with external and internal capital requirements in order to support our businesses and to create value for our stakeholders. We manage our capital structure by taking into account changes in economic conditions and the risk characteristics of our activities. To maintain and/or manage our capital structure, we may adjust the amount of dividend payments to shareholders, return capital to shareholders or issue capital securities. These adjustments are under constant review by the Statutory Board. Finally, requests or demands by our supervisors DNB and/or ECB can also influence dividend policies.

The Statutory Board also bears responsibility for ensuring the proper operation of the processes that safeguard the group’s liquidity and capital position. In addition, it is required to provide information to the Supervisory Board, which in turn assesses the risk appetite of the group. The decisions of the Statutory Board are taken during meetings of the Executive Board. To ensure the various risk types are managed properly, the Statutory Board has set up the following risk committees:

Risk Committee

The Risk Committee, which includes all members of the Statutory and Executive Boards, discusses overarching risk management themes. In this committee, the various risk types are brought together, discussed and monitored on an integrated level. The committee is involved in setting the annual risk appetite statement, and discusses the risk appetite report and emerging trends in the risk profile. Other areas covered include recovery and resolution planning.

Credit Risk Committee

The Credit Risk Committee sets and adjusts the group’s overall credit risk policy and translates this into acceptance and portfolio management policies. In executing its tasks, the committee bears in mind our strategic objectives and the guiding principles contained in the risk appetite statement. Two members of the Executive Board serve on this committee (the CFRO and the member of the Executive Board responsible for Private Banking), along with representatives of Risk Management, Private Banking,  Credit Approval, and Credit Restructuring & Recovery. The committee meets on a quarterly basis.

Market Risk Committee

This committee focuses on all market risks within Van Lanschot Kempen and is chaired by the CFRO. Market risk is the risk of loss as a result of changes in market variables, including interest rates (excluding interest rate risk in the banking book), exchange rates and equity prices. It also considers variables not directly observable in the market, such as volatility and correlations, which also influence the value of certain financial instruments. Market risks at  Merchant Banking occur due to the trading of securities (mainly equities, equity derivatives and management book investments). Van Lanschot Kempen is exposed to a certain amount of market risk (mainly FX and structured products activities) through its treasury activities. This risk is limited, as the majority of transactions and positions in the statement of financial position are denominated in euros. Van Lanschot Kempen is also exposed to market risk as a result of management book investments. The committee meets on a quarterly basis.



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Asset & Liability Committee

The Asset & Liability Committee (ALCO) is responsible for managing risks that result from mismatches between assets and liabilities (interest rate and liquidity risks), as well as the capital position of the bank. ALCO’s main tasks are:

Overseeing the asset-liability management (ALM) process;

Monitoring and adjusting the funding profile;

Setting policies on interest rate risk in the banking book1, liquidity and funding risk, funds transfer pricing and capitalisation;1

Monitoring the development of the balance sheet and balance-sheet projections.

ALCO meets once a month and is chaired by the CFRO. As well as the CFRO, ALCO’s members comprise:

The Chairman of the Statutory Board;

The Statutory Board member responsible for Private Banking;

Representatives of Treasury, Risk Management and Finance, Reporting & Control.

On a quarterly basis, ALCO meets as an expanded group, which includes the COO and representatives of the commercial departments.

Compliance & Operational Risk Committee

The Compliance & Operational Risk Committee is responsible for the implementation and execution of our compliance and operational risk management policies. The committee assesses compliance and operational risks, and ensures remedial actions are taken if required. The committee also challenges and approves the annual plans of the Non-Financial Risk Management and Compliance departments. It meets twice a quarter and is chaired by the CFRO. Among other things, the root causes of major operational risk incidents are also discussed in this committee.

Risk Management takes the lead in the committees described above, with the exception of the Compliance and Operational Risk Committee, where both Compliance and Risk Management are in charge. We also have a number of committees that form part of the first line of defence and that cover specific risk-related topics, such as the Credit Committee and the Product Board.

1.2.3 Implementation and review of risk, capital management and compliance policies

Implementation and monitoring of our risk and capital policies is carried out by Risk Management and Finance, Reporting & Control. In addition, Compliance carries out the implementation, monitoring and/or review of compliance policies.


Internal Audit is also involved in reviewing the policies described above.

Risk Management is responsible for:

Second-line monitoring and management of all risks relating to the statement of financial position at group level, including modelling, measuring, managing and reporting on our credit, market, interest rate, liquidity and strategic risks;

Business continuity management;

Information security;

The risk appetite process;

Preparing, developing and maintaining policy documents;

Preparing ICAAP and ILAAP documentation as well as the recovery plan;

Issuing daily market risk reports;

Proactively and reactively providing advice on managing risks;

Raising risk awareness among staff in order to improve their ability to strike a sound balance between risk and return.

Finance, Reporting & Control is jointly responsible with Risk Management for the financial accounting and business control function. Through its various reports, Finance, Reporting & Control fulfils an important role in challenging the businesses and coordinating supervision of risk management.


Compliance has both an advisory and a monitoring role with respect to compliance with applicable laws, rules, regulations, internal policies and procedures, and industry standards relevant for Van Lanschot Kempen. As compliance risks are part of the overall risk governance of Van Lanschot Kempen, Compliance as an independent function is involved in and supports the management of compliance risks by identifying, assessing, monitoring and reporting on such risks. Compliance risks include risks such as personal data integrity, financial crime, business conduct and client protection risks.

Internal Audit reviews the design and effectiveness of the risk organisation and the execution of our risk, capital management and compliance policies. The department reports to the Statutory Board. The applicable policies form the starting point for the independent review by Internal Audit. Processes, infrastructure, organisation and systems are audited based on these policies in order to determine whether the organisation adequately executes its risk, capital management and compliance policies.

1.2.4 Execution of risk, capital management and compliance policies

The commercial departments, i.e. the departments shown under “Execution” in Table 1.2 (excluding Treasury and Credit Restructuring & Recovery), are responsible for preparing their business plans. On the basis of these plans, current and future risks are assessed, including expected capital and liquidity requirements. These assessments serve as input for ALCO.

1.3 Capital requirements

The standards set by the Basel Committee on Banking Supervision, and translated into law, apply to all Dutch banks. The Basel framework consists of three pillars:

Pillar 1 stipulates capital requirements for credit, market and operational risk.

Pillar 2 requires banks to have internal processes for risk management and to calculate the capital requirements needed to address all risks that are not included in Pillar 1. The Supervisory Review and Evaluation Process (SREP) is also part of Pillar 2.

Pillar 3 sets out requirements for disclosure of information about the institution’s risk profile to external stakeholders.

Our website has Pillar 3 information (unaudited) and a detailed breakdown of our portfolio of loans to companies and institutions (unaudited), published once a year.

¹1The banking book comprises all assets that are not held for trading purposes under the regulatory definition.



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Our remuneration policy is explained in the remuneration section and in a Pillar 3 remuneration disclosure (unaudited), which can also be found on our website.

1.4Individual risks

The following sections detail the individual risk types to which we are exposed. It therefore covers a combination of Pillar 1 and Pillar 2 capital requirements. The risk types covered are:

Credit risk (Section 2);

Market risk (Section 3);

Operational risk (Section 4);

Settlement risk (Section 5);

CVA risk (Section 6);

Strategic risk (Section 7);

Interest rate risk (Section 8);

Liquidity risk (Section 9);

Securitisation risk (Section 10);

Climate change risk (Section 11);

Compliance risk (Section 12);

Financial reporting risk (Section 13).

2.Credit risk

Credit risk is defined as the risk that a counterparty or client is no longer able to fulfil its obligations to the bank. Our credit risk policies focus on the counterparty risks associated with lending to private and corporate clients. Strict selection criteria for new clients and active credit management for existing clients are applied to safeguard the quality of the loan portfolio. The lending activities that we conduct are required to be in line with stated objectives, and individual assessments are used to ascertain this.

As well as from lending activities, credit risk also arises from:

Investment activities;

International payment transactions and cash management;

Foreign exchange (FX) risk;

Hedging activities;

Settlement risk.

Our investment activities relate to the management of our liquidity buffer and equity investments. For the liquidity buffer, a limit framework is in place to manage and monitor associated credit risks.

Counterparty credit risk with respect to financial institutions arises from international payment transactions, cash management, FX and hedging activities. Some of these activities also involve settlement risk. For derivatives transactions, counterparty credit risk is mitigated by daily margining.

We apply a strict policy when determining and monitoring country and counterparty (financial institutions) limits. The country limits serve as a cross limit for financial institutions, meaning that the counterparty risks in respect of financial institutions in one country are limited by the relevant country limit, as the country limit is usually lower than the aggregate of the individual counterparty limits.

2.1Loans and advances

2.1.1 Credit acceptance

Our loan approval policy focuses on maintaining a high-quality loan portfolio. The authority to approve loans and loan reviews is delegated to a limited number of departments, mainly our Credit Approval department.

The authority to approve large loans rests with the Credit Committee, which comprises representatives of the relevant divisions as well as members of the Statutory Board.

The mid- and back-office for nearly all residential mortgage loans is carried out by a third party. A service level agreement (SLA) has been signed to ensure adequate control of the operational risks, including the outsourcing risk. The acceptance process is not outsourced, with the exception of our white label loans that fall within the acceptance framework.

We also offer residential mortgages via a third party under a white label. From a risk management perspective, the credit and outsourcing risks are of particular relevance. An SLA has been signed to ensure adequate control of the operational risks, including the outsourcing risk. The acceptance and management of credit risks have been outsourced to a third party, within our strict guidelines, and these activities are monitored using detailed data from the mortgage portfolio, provided in accordance with prevailing legal requirements. This allows for the recognition of any arrears, for example. We also review random samples of mortgage loans.

Limits on financial institutions and countries are determined using a number of hard criteria such as the external rating, BIS ratios, capital ratios, country of origin and gross domestic product (for countries). Limits can also be adjusted and withdrawn on a daily basis.

New loan requests are assessed to determine if they are in line with our strategy and we adopt a conservative approach to granting them.

The credit risk concentration mainly lies within our Private Banking segment in the Netherlands.

2.1.2 Credit management – policy and processes

A high-quality loan portfolio requires strict credit management. Credit management is carried out at both individual loan and portfolio level. At the individual loan level, explicit attention is devoted to the management of unauthorised overdrafts and accounts past due. Loans with an elevated risk profile are subjected to a risk check. In addition, a portion of the portfolio is regularly reviewed and as part of this review the credit risk of individual clients is scrutinised. The frequency of the reviews varies according to the individual borrower’s risk profile, but they take place at least annually. In addition to the financial analysis, the review takes account of future developments in the client’s situation (partly in the light of relevant macroeconomic trends).

A deterioration in a client’s risk profile may lead to closer supervision, an adjusted rating, corrective measures (such as requiring additional collateral or increasing the frequency of financial reporting), involvement of the Credit Restructuring & Recovery department or a combination of these measures. It may also lead to a stage transfer under IFRS 9  see Section 2.8.

At portfolio level, credit risks are monitored on a monthly basis. A detailed credit risk report and any relevant developments or expected developments are discussed in the Credit Risk Committee on a quarterly basis. Any negative trend identified in the risk profile of a particular client segment, sector or loan type can lead to the adjustment of the relevant lending policy. Trends in sectors where there is a concentration risk are monitored particularly closely.



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If the review, risk check, payment arrears or external signals point to an increased risk of discontinuity, the Credit Restructuring & Recovery department is involved in the credit management process. An estimate is made of the probability of continuity. Depending on the seriousness and magnitude of the problem, either monitoring or intensive supervision is applied. If there are objective indicators of impairment as referred to under the line item Impairments, the Credit Restructuring & Recovery department draws up an impairment proposal. The Impairment Committee determines the impairment for the whole credit portfolio on a quarterly basis.

Active management of past due loans enables potential problem loans to be identified at an early stage. If an individual assessment identifies an increased risk, the Credit Restructuring & Recovery department will supervise the client. Increased credit risk occurs in situations including the following:

If clients fail to meet their payment obligations (for amounts > €100 and > 1% of the credit exposure for retail clients or > €500 and > 1% of the credit exposure for non-retail clients);

If clients report difficulties in meeting future payments, e.g. because of a divorce, unemployment etc.;

In the event of a default (see Section 2.1.3.1);

For business clients, in the event of a significant decrease in turnover, breach of one or more covenants, a debt service coverage ratio < 1, etc.

The primary goal of the Credit Restructuring & Recovery department is to migrate clients back to accounts with regular status (i.e. not under the supervision of Credit Restructuring & Recovery) by reducing their credit risk. The aim is to do this in accordance with the loan agreements made with these clients, but forbearance measures are applied if necessary. More information on forborne exposures can be found in Section 2.2.

2.1.3 Credit risk measurement

We have developed internal models for measuring and monitoring credit risk for the majority of the loan portfolio. Some of these internal models are also used to determine the required capital that has to be set aside for absorbing unexpected credit losses. For this reason, the models, the use of these models and the model governance have to adhere to strict requirements set out in the Capital Requirements Regulation (CRR).

The CRR distinguishes three approaches for determining the required capital for credit risk: the standardised approach (SA), the foundation internal ratings-based (F-IRB) approach, and the advanced internal ratings-based (A-IRB) approach. We use SA and A-IRB for our loan portfolios.

The standardised approach prescribes a set of rules for determining the required capital based on various characteristics such as client type, loan type, collateral type, and external rating. Under A-IRB banks are allowed to use own estimates for PD, EAD and LGD. The PD is defined as the likelihood that a client will default within one year, the EAD is defined as the bank’s expected exposure at the time a client defaults, and the LGD is the expected loss percentage in the event that a client defaults. As a result, A-IRB is more risk-sensitive than SA.


We have approval from DNB to determine and report the required regulatory capital for our residential mortgage exposures portfolio using the A-IRB method. For these

models, we have a model governance framework in place. As part of this, the performance of the models is periodically monitored, and these models are also periodically validated against independent models.

The PD model is mostly based on behavioural aspects of the client and the LGD models on the underlying collateral. For the capital calculations a so-called downturn LGD is applied, i.e. the expected loss at default during an economic downturn. Estimation of the EAD is based on the limit and credit utilisation.

Besides the residential mortgage portfolio, we have three other retail portfolios:

Qualifying revolving retail exposures up to €40,000;

Other retail exposures up to €2 million;

Small and medium-sized enterprises (SMEs) with total exposures up to €1 million.

For these three retail portfolios the SA method has been used for capital calculations since the end of 2020.

The non-retail portfolio comprises four sub-portfolios with the following exposures:

Exposures to corporate clients;

Exposures to private customers exceeding €2 million (excluding residential mortgages);

Commercial real estate exposures;

Exposures to holding companies that are clients with non-controlling interests and shareholdings.

For all these non-retail portfolios the SA method has been used for capital calculations: for the first two sub-portfolios this has been done since the end of 2020; for the other two sub-portfolios this has been done since the first half of 2018. Prior to this the F-IRB method was used for these exposures.

IRB equity portfolio

The IRB equity portfolio includes our own positions in equities in the investment portfolio, subordinated receivables, non-controlling interests and shareholdings which appear on Van Lanschot Kempen's company statement of financial position. We use the simple risk-weighted method to calculate the risk-weighted assets for positions in shares. In this method, a specific risk weighting (190%, 290% or 370%) is assigned to each position, based on a number of characteristics. A risk weighting of 250% is applied for significant investments in financial institutions that are not deducted from equity because they fall below the regulatory threshold. Positions taken in shares and subordinated loans of wholly owned subsidiaries are excluded from IRB. These are reported using the SA method.

Other loans and advances

The risk-weighted assets of the other portfolios, such as the debt securities in our investment portfolio managed by the Treasury department (i.e. excluding retail, non-retail and equity), are calculated on the basis of the standardised approach.

2.1.3.1Definition of default and credit-impaired assets

In November 2020, we introduced the new definition of default according to the EBA guidelines. Most notably, the materiality threshold was changed to a uniform European standard. The new definition of default had no material impact on ECL levels in 2020. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows have occurred:



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A breach of contract such as a more than 90 days past due event with a materiality of more than €100 and more than 1% of total credit obligation (retail exposures) or more than €500 and more than 1% of total credit obligation for non-retail exposures;

Significant financial difficulty of the issuer or the borrower and an inability to meet future payments;

Concession(s) granted to the borrower that the lender would not otherwise consider, relating to the borrower’s financial difficulty (forbearance);

A growing likelihood that the borrower will enter bankruptcy or other financial restructuring;

The disappearance of an active market for that financial asset because of financial market difficulties;

The purchase or origination of a financial asset at a deep discount that reflects the incurred credit loss.

It may not always be possible to identify a single discrete event; instead the combined effect of several events may have caused financial assets to become impaired. All impaired assets are also classified as defaulted by Van Lanschot Kempen under CRR rules. Van Lanschot Kempen has implemented one definition that serves for all the different purposes.

2.2Forborne exposures

A loan is regarded as forborne if the borrower is unable to meet its contractual obligations towards the bank and the bank then decides to make a concession to the client by modifying the terms and conditions of the loan agreement. The objective of this modification is to enable the borrower to meet the renewed obligations, and it would not have been offered if those circumstances had not arisen. Forbearance actions may include one or more of the following measures:

Amendment of the original terms and conditions of the loan agreement with which the client is unable to comply due to financial difficulties, with a view to restoring the client’s payment capacity;

Full or partial refinancing of a forborne exposure.

The purpose of the measures taken in forbearance situations is to maximise the chance of restoring the borrower’s payment capacity and to minimise the risk of losses due to having to write off all or part of the loan. The measures must offer the client an appropriate and sustainable solution enabling them to comply with the original obligations arising from the credit agreement in due course.

Application of forbearance measures is exclusively reserved for the Credit Restructuring & Recovery department, which pursues a policy based on general principles that it translates to match the specific situation of the individual client. Given the nature of these loans, the Credit Restructuring & Recovery department carries out intensive credit management. Before any new arrangements are agreed, a detailed analysis is made of the client, their financial situation and the likelihood of income recovery. The outcome of this analysis may have consequences for the client’s review frequency and the size of any loan loss provision to be made. If the client qualifies for appropriate forbearance measures, a proposal will be drawn up and submitted to the competent assessor(s) for approval. If a forbearance measure is granted, the borrower is classified as a non-performing credit.


In practice, forbearance measures do not always have the desired effect – i.e. the recovery of the client’s payment capacity or an end to the process of declining payment capacity. This may, for example, be the result of a further deterioration in the client’s financial circumstances or the failure of those circumstances to improve as expected. Such cases will be reanalysed and a strategy determined. However, the principle is explicitly maintained that the forbearance measure must be appropriate, sustainable and effective. Any new arrangements agreed with the borrower must also meet these strict criteria.

A forbearance situation ends when the “non-performing” status has no longer been applied to the loan for a probation period of two years. The non-performing status must last a minimum of one year starting from the last forbearance measure. The client must moreover have made significant and regular payments of interest and/or principal during at least half of the probation period. During the two-year probation period, no payments by the borrower may be in arrears for more than 30 days. If this condition is not met, the probation period will start again from the date the client is no longer in arrears for more than 30 days.

The recording and monitoring of loans which are subject to forbearance is carried out by the Credit Restructuring & Recovery department. Each quarter, and where appropriate more frequently for specific loans, an individual assessment is carried out of forborne exposures which are in default, in relation to any provision made. In addition to this quarterly assessment (as part of the provisioning process), these loans are subject to extensive credit risk management, the intensity and frequency of which will as far as possible match the specific circumstances of the loan.

As a result of the Covid-19 crisis, a limited number of clients asked for financial assistance. In the period March-September 2020, we assisted these clients with tailor-made solutions: temporary payment suspension for a maximum of six months or temporary liquidity support. In accordance with the EBA Guidelines on reporting and disclosure of exposures subject to measures applied to the Covid-19 crisis, these amendments were not registered as forbearance measures and as a result they are not treated as non-performing exposures. If further assistance or amendment of the terms and conditions are necessary, these exposures will be classified as forborne and non-performing.

Tables 2.2.A through 2.2.E show the total volume of forborne exposures. We apply several types of forbearance measures (see Table 2.2.A). Following the decision to apply such a measure, a loan remains under the supervision of the Credit Restructuring & Recovery department until the forbearance situation has ended.



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Table 2.2.A Types of forborne exposure

31/12/2020

31/12/2019

Total

43,155

55,452

Repayments/reviews temporarily reduced/suspended

33,538

38,091

Provision of (temporary) additional funding (emergency loan)

7,729

11,584

Temporary reduction in interest rate or loan is made interest-free

1,887

5,503

Conditional and/or partial forgiveness of the loan

274

Table 2.2.B Changes in forborne exposures

2020

2019

At 1 January

55,452

69,731

New forborne exposures

14,566

12,184

Additions and repayments

-30,163

-33,286

Assets no longer designated as forborne exposures

-500

-8,362

Impairments

3,799

15,184

At 31 December

43,155

55,452

Additions and repayments are related to clients that have a forborne exposure in place.

Tables 2.2.C and 2.2.D provide an insight into the underlying collateral of forborne loans. This breakdown is based on the

collateral used under Basel regulations, with the exception of commercial real estate, for which collateral is based on market values. The value in the Total primary collateral column is the lower of the subscription value or the value of the collateral.

Table 2.2.C Forborne exposures by collateral at 31/12/2020

Balance outstanding

Mortgage collateral

Commercial real estate

Financial collateral

Total primary collateral

Secondary collateral and unsecured loans

Total

43,155

2,150

16,856

15,960

34,965

8,189

Mortgage loans

2,150

2,150

2,150

Current accounts

22,520

15,960

15,960

6,560

Loans

18,485

16,856

16,856

1,630

Table 2.2.D Forborne exposures by collateral at 31/12/2019

Balance outstanding

Mortgage collateral

Commercial real estate

Financial collateral

Total primary collateral

Secondary collateral and unsecured loans

Total

55,452

2,877

24,380

15,948

43,205

12,247

Mortgage loans

3,010

2,877

2,877

132

Current accounts

20,263

15,948

15,948

4,315

Loans

32,180

24,380

24,380

7,799

The geographical breakdown in Table 2.2.E is based on client locations.

Table 2.2.E Forborne exposures by geographical area

31/12/2020

31/12/2019

Total

43,155

55,452

Netherlands

42,761

55,073

Belgium

Other

394

379



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2.2.1Write-off policy

We write off loans as soon as there is sufficient certainty about the loss after the sale of collateral and after exploring other redress opportunities.

2.3 Breakdown of the loan portfolio

We adopt a cautious approach to granting unsecured loans. Our loan book mainly consists of loans to Private Banking clients (primarily loans secured by residential real estate), as well as a number of commercial real estate loans and

securities-backed loans. The remainder of the loan portfolio comprises consumer loans and private customised financing (other loans), which are solely intended for clients who have placed substantial funds with us. The mortgage loans also include Kempen Dutch Inflation Fund, a fund that invests in leasehold contracts primarily in connection with Dutch residential real estate to create an investment in long-term Dutch inflation-linked cash flows.

Table 2.3 Breakdown of loan portfolio by
entity (excluding impairments)

31/12/2020

31/12/2019

Limit

Utilisation

Limit

Utilisation

Total

9,431,894

8,512,402

9,544,548

8,661,663

Van Lanschot Kempen Wealth Management

8,953,707

8,124,092

9,063,194

8,255,267

Kempen Capital Management

175,614

175,614

219,510

219,510

Van Lanschot Kempen other

302,573

212,696

261,844

186,886

2.4Collateral

In general, collateral can be used for all current and future amounts owed by a debtor. In addition to residential mortgage collateral and guarantees provided by governments and credit institutions, commercial real estate, financial collateral, receivables, stocks and inventories may serve as

collateral. The majority of collateral is not directly linked to a specific financing arrangement.

Tables 2.4.A and 2.4.B provide insight into the underlying collateral of the loan portfolio.

Table 2.4.A Loans and advances to the public and private sectors by collateral at 31/12/2020

Balance outstanding

Mortgage collateral

Commercial real estate

Financial collateral

Guarantees

Total primary collateral

Secondary collateral and unsecured loans

Total

8,448,326

6,433,364

435,126

277,965

144

7,146,598

1,301,728

Mortgage loans

6,512,265

6,433,364

144

6,433,508

78,757

Loans

1,274,792

435,126

435,126

839,666

Current accounts

363,652

191,688

191,688

171,964

Securities-backed loans and settlement receivables

297,418

86,276

86,276

211,142

Subordinated loans

199

199

Table 2.4.B Loans and advances to the public and private sectors by collateral at 31/12/2019

Balance outstanding

Mortgage collateral

Commercial real estate

Financial collateral

Guarantees

Total primary collateral

Secondary collateral and unsecured loans

Total

8,597,894

6,216,064

462,358

374,261

4,788

7,057,471

1,540,424

Mortgage loans

6,442,472

6,216,064

876

6,216,940

225,532

Loans

1,322,734

462,358

3,911

466,269

856,465

Current accounts

518,979

218,746

218,746

300,233

Securities-backed loans and settlement receivables

313,130

155,515

155,515

157,615

Subordinated loans

579

579



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The category Secondary collateral and unsecured loans mainly comprises loans for which collateral has been pledged in the form of operating assets, inventories and receivables, as well as collateral which for technical reasons is not directly linked to a specific loan. Tables 2.4.A and 2.4.B have been drawn up on the basis of the definitions contained in the Basel regulations, with the exception of commercial real estate, which is based on the market value. The value under primary collateral is the lower of the subscription value or the value of the collateral. The total amount of unsecured loans is small. In general, collateral can be used for all current and future amounts owed by a debtor.

The average loan-to-value (LTV) of our mortgage loans, based on 100% foreclosure value, is 74% (2019: 76%).

2.5 Concentration within the loan portfolio

About 82% of our loan portfolio consists of loans to private clients. The credit risk in this portfolio is limited (see Section

2.8, Loss allowance for expected credit loss). We aim for a diversified loan portfolio, reflecting our risk appetite. We have set limits for concentrations in individual sectors.

2.5.1 Individual loan concentrations

The ten largest loans to individual counterparties other than financial institutions totalled €180 million at year-end 2020, compared with a total loan portfolio of €8.5 billion (2019: €280 million; total loan portfolio €8.7 billion).

2.5.2 Geographical concentrations

In line with our strategy, the majority of lending takes place in the Netherlands and Belgium. The geographical breakdown is based on client locations. A small portion of the Belgian market is served from the Dutch branch network.

Table 2.5.2 Loans and advances to the public and private sectors by geographical area

31/12/2020

31/12/2019

Total

8,448,326

8,597,894

Netherlands

7,761,852

8,097,188

Belgium

265,105

256,050

Other

421,369

244,656


2.6Encumbered and unencumbered assets

Certain items in the statement of financial position are classified as encumbered. Tables 2.6.A and 2.6.B provide insight into the financial assets treated as encumbered. These tables have been drawn up on the basis of carrying value.

Encumbered assets

Pledged as collateral:

Cash pledged to a counterparty bank or central clearing party as security for obligations stemming from derivatives (CSA contracts);

Investments in debt instruments pledged to DNB or counterparty banks in the context of repo transactions or for securities and derivatives clearing purposes;

Securitised mortgage loans and receivables underlying debt instruments which have been pledged as collateral to DNB for transaction settlements or have been placed with institutional investors in the form of securitisation notes or covered bonds.

Other:

Statutory reserve deposits with central banks;

Reserve accounts of the covered bond entities to which we have no access.

Unencumbered assets

Eligible as collateral:

Investments in debt instruments which appear on the ECB eligible list of marketable assets but are not classed as encumbered at the reporting date;

Securitised mortgage loans and advances underlying debt instruments which are held by us and which appear on the ECB eligible list of marketable assets but are not classified as encumbered at the reporting date.




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Table 2.6.A Encumbered and
unencumbered assets

Encumbered assets

Unencumbered assets

31/12/2020

Pledged as collateral

Other

Eligible as collateral

Not eligible as collateral

Total

Total

2,445,557

22,270

2,386,330

9,348,124

14,202,281

Cash and cash equivalents and balances at central banks

14,647

2,213,155

2,227,803

Due from banks

154,125

7,623

48,836

210,584

Financial assets at fair value through profit or loss

101,696

189,291

290,987

Financial assets at fair value through other comprehensive income

487,364

1,713,669

375,030

2,576,063

Loans and advances to the public and private sectors

1,626,514

300,000

6,521,812

8,448,326

Other financial assets at amortised cost

177,554

270,965

448,518

Table 2.6.B Encumbered and
unencumbered assets

Encumbered assets

Unencumbered assets

31/12/2019

Pledged as collateral

Other

Eligible as collateral

Not eligible as collateral

Total

Total

2,123,693

22,063

2,673,157

8,625,077

13,443,990

Cash and cash equivalents and balances at central banks

14,425

1,402,739

1,417,164

Due from banks

174,338

7,638

115,580

297,556

Financial assets at fair value through profit or loss

142,448

179,061

321,509

Financial assets at fair value through other comprehensive income

2,029,900

354,361

2,384,261

Loans and advances to the public and private sectors

1,725,446

299,112

6,573,336

8,597,894

Other financial assets at amortised cost

223,909

201,697

425,606

2.7Netting of financial assets and liabilities

Tables 2.7.A and 2.7.B show the netting of financial assets and liabilities. The right to net derivatives is laid down in a master netting agreement per counterparty. For information about the netting criteria, please see “Summary of significant accounting principles”.


Table 2.7.A Netting of financial assets and liabilities 31/12/2020

Gross

Gross in the statement of financial position

Net in the statement of financial position

Related amounts not netted in the statement of financial position

Net

Derivatives (assets)

398,389

21,686

376,702

9,293

367,409

Derivatives (liabilities)

510,489

21,686

488,802

9,293

479,509

Table 2.7.B Netting of financial assets and liabilities 31/12/2019

Gross

Gross in the statement of financial position

Net in the statement of financial position

Related amounts not netted in the statement of financial position

Net

Derivatives (assets)

414,524

47,245

367,279

5,398

361,881

Derivatives (liabilities)

497,071

47,245

449,826

5,398

444,428



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2.8 Loss allowance for expected credit loss

Under the IFRS 9 standard, we recognise a loss allowance for ECL on financial assets measured at amortised cost or fair value through profit or loss, as well as for financial guarantees and loan commitments. When there is no significant deterioration in credit risk since initial recognition, ECL is recognised based on a 12-month expected credit loss (Stage 1). When a significant increase in credit risk has occurred, ECL is recognised based on a lifetime ECL (Stage 2). For impaired loans (Stage 3), a lifetime ECL is recognised.

Expected loss measurement

We measure expected credit losses by using a sophisticated approach and an alternative approach. In both these approaches, ECL reflects an unbiased probability-weighted amount that is determined by evaluating a range of possible outcomes, the time value of money, and reasonable and verifiable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions. Both approaches calculate a 12-month and a lifetime ECL for the exposures of all three stages. After the risk stage determination in the stage calculation, the relevant ECL is assigned:

12-month ECL for Stage 1;

Lifetime ECL for Stage 2 and Stage 3.

The key elements of the ECL calculation are the probability of default (PD), exposure at default (EAD), loss given default (LGD), and loss given non-cure (LGN). The loss given non-cure is an estimate of the loss arising in the event of a default without cure occurring at a given time. It is based on the difference between the contractual cash flows due and those that the lender would expect to receive, including from the realisation of any collateral.

In addition to these four key elements, we incorporate forward-looking information for the sophisticated approach. We identify macroeconomic variables and consider three macroeconomic scenarios in calculating ECL:

A base-case scenario;

An upside scenario;

A downside scenario.

These scenarios are associated with different PDs, EADs and LGNs. In the process of building the PD, cure rate and LGN models for IFRS we included several macroeconomic risk drivers in the long list of risk drivers. Those determined as best-performing during modelling were selected to be part of the model. The macroeconomic scenarios are generated based on inputs from the Bureau for Economic Policy Analysis (CPB), DNB and Van Lanschot Kempen’s economic experts. The reported ECL (12-month or lifetime, depending on the stage) is a weighted average of ECLs per macroeconomic scenario. The table below shows the macroeconomic variables used for the sophisticated approach.

Model

Macroeconomic variables

PD calibration

Gross domestic product (GDP)

Volume of exports (EXP)

Cure rate

Total investments (TI)

Private consumption (PC)

Residential real estate price (RREP)

Government consumption (GC)

LGN

Gross domestic product (GDP)

Residential real estate price (RREP)

Significant deterioration in credit risk

To determine the deterioration in credit risk of a financial instrument since initial recognition, we compare the current risk of default at the reporting date with the risk of default on initial recognition.

To calculate the lifetime probability of default (LPD) at origination and the LPD at reporting date, we use four PD models: private individuals, small and medium-sized enterprises, corporates, and commercial real estate. If the increase in LPD exceeds the designated threshold, the exposure is transferred to Stage 2 and the lifetime ECL is calculated.

We use the following thresholds for the different PD models:

Private investments

0.8

Small and medium-sized enterprise

0.9

Corporates

1.3

Commercial real estate

0.9

A backstop is applied and financial instruments that are materially overdrawn and more than 30 days past due are transferred from Stage 1 to Stage 2. If the financial instrument is credit-impaired, it is transferred to Stage 3.

Threshold

An exposure will be regarded as "significantly deteriorated" if the result of the following formula exceeds the limit:



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Financial instruments following sophisticated approach

For the majority of financial instruments included in the line item Loans and advances to the public and private sectors, including mortgage loans, loans, current accounts, subordinated loans and financial guarantees and loan commitments, we apply a sophisticated approach to calculate ECL. This approach uses an umbrella model that combines the following sub-models:

Various models that provide the expected flow of exposures to the default state;

A PD calibration model giving the flow from performing to default;

A full prepayment model and amortisation model giving the outflow from the portfolio of an entire exposure due to prepayment or contract expiration;

A migration model providing flows from performing rating classes to other performing rating classes;

A cure rate model giving the flow from default to performing classes and the non-cure state;

Various product-level models that give the expected exposure at the moment a client goes into default;

An amortisation model showing the contractual payments during the lifetime of a product and the part of the exposure flowing out of the portfolio due to partial prepayments;

An EAD model giving the exposure as a function of the limit or outstanding amount just before default;

A product-level model evaluating the part of EAD that may be lost – the loss given loss (LGL) model;

A discount factor to discount the loss from the moment of default to the moment of reporting.

Financial instruments following the alternative approach

We apply an alternative approach for cash and cash equivalents, due from banks, debt instruments at amortised cost, debt instruments at fair value through other comprehensive income, and loans and security-backed loans issued by the Belgian branch and F. van Lanschot Bankiers (Schweiz) AG. The alternative approach comprises an investments model and a foreign loan model.

Investments model

The investments model is applied to calculate the ECL for cash and cash equivalents, due from banks, debt instruments at amortised cost, and debt instruments at fair value through other comprehensive income. These financial instruments all have a low risk profile. All such exposures are assigned to Stage 1 as long as their external rating is investment grade. We use a simplified model to calculate 12-month ECL, using publicly available data for PD and LGD based on external ratings. If financial assets are downgraded below investment grade, these assets will be sold.

Foreign loans model

For the loans and securitised loans issued by the Belgian branch and F. van Lanschot Bankiers (Schweiz) AG, we have developed a foreign loans model. These two portfolios fall outside the scope of the IRB models and no requirements on historical data have been set. The foreign loan model calculates ECL as the sum of future exposure discounted at the effective interest rate at recognition for non-revolving products and the current effective interest rate for revolving products.

The loss allowance for ECL on financial instruments and the macroeconomic variables used are described in the following section.

Covid-19 impact

The International Accounting Standards Board (IASB) and banking regulators have emphasised that entities should apply appropriate judgement when determining the effects of Covid-19 on ECL during this period of enhanced economic uncertainty arising from the pandemic. This is necessary while models based on historic data cannot make a correct estimate of the increase credit risk stemming from Covid-19. Consequently, Van Lanschot Kempen has performed an additional review on the loan portfolio. We monitored and examined client payment behaviour in the light of Covid-19, looking at whether we were able to derive additional signals from our list of arrears, monthly risk checks, a check on signals of declining savings or AuM, or, for commercial real estate, a combination of a low debt service coverage ratio and high LTV  to determine whether there had been a deterioration in credit quality. Based on this client-by-client analysis we have implemented a management overlay on those clients which have shown an increase in credit risk. This resulted in a PD increase by moving these clients one risk bucket higher and a stage transfer from Stage 1 to Stage 2. In addition to the client-by-client analysis, we also analysed if certain economic sectors showed a significant increase in credit risk. We concluded that this applies to the following industries: hospitality, leisure and commercial real estate (excluding residential real estate). We increased the PD of these sectors by moving these exposures one risk bucket higher and also applied a stage transfer to Stage 2. The total management overlay applied for individual clients and the economic sectors resulted in an increase in the provision of €4.9 million.

Even after incorporating this management overlay, the net impact on our credit portfolio was relatively limited. This is reflected in the comparatively small increase in expected credit loss (ECL).

Loss allowances

The table below shows the ECL loss allowances and the corresponding book values, categorised by balance sheet line item and ECL by stage, as at 31 December 2019 and 31 December 2020.



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Table 2.8 Loss allowance for expected credit loss

31/12/2020

31/12/2019

Carrying value (excluding impairments)

Expected credit loss

Carrying value (excluding impairments)

Expected credit loss

Total

15,137,318

64,863

14,231,141

64,423

Cash and cash equivalents and balances at central banks

2,227,803

0

1,417,165

1

Due from banks

210,584

0

297,557

1

Financial assets at fair value through other comprehensive income

2,576,063

416

2,384,261

549

Loans and advances to the public and private sectors

9,342,017

64,075

9,469,589

63,768

Other financial assets at amortised cost

448,530

12

425,634

28

Financial guarantees and loan commitments

332,320

358

236,935

76




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The table below shows the IFRS 9 stage and coverage ratios for loss allowances recognised in the loan portfolio, categorised by ECL stage, as at 31 December 2020 and 31 December 2019.





€ million

As at 31 December 2020

As at As at 31 December 2019

Loan portfolio

Provision

Coverage ratio

Stage ratio

Loan portfolio

Provision

Coverage ratio

Stage ratio

STAGE 1

Mortgages

5,669

0.4

0.0%

94.0%

5,336

0.4

0.0%

90.7%

Other loans

1,211

2.8

0.2%

66.9%

1,433

2.8

0.2%

75.2%

PB loans

6,880

3.2

0.0%

87.7%

6,769

3.2

0.0%

86.9%

CB loans

30

0.1

0.3%

15.5%

165

0.3

0.2%

52.0%

Mortgages distributed by third parties

475

0.1

0.0%

99.8%

552

0.1

0.0%

99.8%

Total

7,386

3.4

0.0%

86.8%

7,486

3.7

0.0%

86.4%

STAGE 2

Mortgages

311

0.9

0.3%

5.2%

489

1.4

0.3%

8.3%

Other loans

522

5.9

1.1%

28.8%

400

2.9

0.7%

21.0%

PB loans

833

6.8

0.8%

10.6%

889

4.3

0.5%

11.4%

CB loans

108

1.9

1.8%

55.1%

52

1.3

2.5%

16.4%

Mortgages distributed by third parties

0.0%

0.0%

1

0.0%

0.1%

Total

941

8.7

0.9%

11.0%

942

5.5

0.6%

10.9%

STAGE 3

Mortgages

51

3.2

6.2%

0.8%

60

5.7

9.6%

1.0%

Other loans

77

33.7

43.9%

4.2%

73

36.0

49.3%

3.8%

PB loans

128

36.8

28.8%

1.6%

133

41.7

31.4%

1.7%

CB loans

57

15.1

26.3%

29.4%

101

12.8

12.8%

31.6%

Mortgages distributed by third parties

1

0.0

1.7%

0.2%

1.8%

0.1%

Total

186

51.9

27.9%

2.2%

234

54.6

23.3%

2.7%

TOTAL

Mortgages

6,032

4.4

0.1%

5,885

7.5

0.1%

Other loans

1,809

42.4

2.3%

1,906

41.7

2.2%

PB loans

7,841

46.8

0.6%

7,791

49.2

0.6%

CB loans

195

17.1

8.8%

318

14.5

4.6%

Mortgages distributed by third parties

476

0.1

0.0%

553

0.1

0.0%

Total

8,512

64.1

0.8%

8,662

63.8

0.7%

Stage 1

The model-based Stage 1 provisions on loans decreased to €3.4 million during 2020, mainly due to an increase in credit quality in the IFRS 9 models. These credit risk improvements are supported by low arrears in the loan portfolio and relatively positive macroeconomic expectations for 2021 and 2022 taking into account the effects of the lock-down, restrictions and the government support and relief measures. The macroeconomic figures published by CPB and DNB in December 2020 predict a recovery in 2021 and 2022

following the sharp recession in 2020. We assume that for some economic sectors the model outcome does not (yet) fully reflect the present credit risks, and we have applied a management overlay to exposures to adjust the credit risks in these sectors. As a result of the overlay, €362 million of exposures were transferred to Stage 2. Without this overlay, the nominal value of Stage 1 would have increased due to improvements in credit risk (mortgages transferring from Stages 2 and 3 to Stage 1).




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Stage 2

The model-based Stage 2 provisions increased due to the management overlay, partly offset by positive CPB and DNB predictions as mentioned before, improved credit quality (transfers to Stage 1) and limited transfers to Stage 3. The nominal value of Stage 2 exposures would have been lower if no management overlay had been applied. The combined effect was a higher coverage ratio compared with 2019.

Stage 3

The baseline for Stage 3 provisions is determined by our Credit Risk, Restructuring & Recovery department, with limited IFRS 9 model adjustments.  In 2020, Stage 3 provisions decreased marginally due to the release of the provisions for two clients, write-offs and limited new defaults. These decreases were partly offset by an increased provision for two existing exposures.


IFRS 9

31/12/2020

31/12/2019

Write-offs

Change provision

Total change

Stage 1

3,926

4,305

-379

-379

Stage 2

8,786

5,552

3,234

3,234

Stage 3

52,151

54,629

-3,220

742

-2,478

Total

64,863

64,486

-3,220

3,597

377


Loss allowances for ECL change over time for several reasons: the credit risk of financial instruments may significantly increase or decrease, financial instruments may become credit-impaired, or new financial assets may be originated. The following tables explain the changes in the loss allowances during the year and the loss allowance recognised in the statement of income.

The repayment of loans by a number of defaulted Corporate Banking clients had no impact on the level of provisions (no provisions were recognised at year-end 2019), but lowered impaired exposure and thus moved the coverage ratio from 23.3% to 27.9%.

The table below shows the total loss allowances recognised per IFRS 9 stage. The total change in Stage 3 amounted to a decrease of €2.5 million, of this amount €3.2 million is related to write-offs, €7.6 million is related to additions of loss allowances and €6.9 million to releases of loss allowances in Stage 3.

Changes in impairments of Financial assets at fair value through other comprehensive income

Stage 1

Stage 2

Stage 3

Total

At 1 January 2020

549

549

Additions or releases without transfer

-187

-187

New financial assets originated or purchased

55

55

Total through profit or loss

416

416

At 31 December 2020

416

416

Changes in impairments of Financial assets at fair value through other comprehensive income

Stage 1

Stage 2

Stage 3

Total

At 1 January 2019

544

544

Additions or releases without transfer

-23

-23

New financial assets originated or purchased

27

27

Total through profit or loss

549

549

At 31 December 2019

549

549




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Changes in impairments of Loans and advances to the public and private sectors

Stage 1

Stage 2

Stage 3

Total

At 1 January 2020

3,664

5,546

54,558

63,768

Additions or releases without transfer

-1,746

3,559

-872

941

Transfer to Stage 1

543

-3,044

-91

-2,592

Transfer to Stage 2

-315

2,900

-520

2,065

Transfer to Stage 3

-208

-213

2,048

1,626

New financial assets originated or purchased

1,487

1,487

Total through profit or loss

3,426

8,746

55,124

67,295

Amounts written off

-3,220

-3,220

At 31 December 2020

3,426

8,746

51,904

64,075

Changes in impairments of Loans and advances to the public and private sectors

Stage 1

Stage 2

Stage 3

Total

At 1 January 2019

3,691

8,621

100,499

112,811

Additions or releases without transfer

-888

-2,905

-12,027

-15,819

Transfer to Stage 1

524

-5,141

-28

-4,644

Transfer to Stage 2

-307

6,400

-4,267

1,826

Transfer to Stage 3

-3,167

-1,429

8,287

3,691

New financial assets originated or purchased

3,812

3,812

Total through profit or loss

3,664

5,546

92,465

101,675

Amounts written off

-37,907

-37,907

At 31 December 2019

3,664

5,546

54,558

63,768

In 2020, the migration matrix for private individuals and small & medium enterprises was recalibrated. This has led to a decrease in provisioning of €0.7 million.

Changes in impairments of Financial guarantees and loan commitments

Stage 1

Stage 2

Stage 3

Total

At 1 January 2020

62

6

8

76

Additions or releases without transfer

-20

22

17

19

Transfer to Stage 1

-4

-3

Transfer to Stage 2

-1

16

15

Transfer to Stage 3

-405

247

-157

New financial assets originated or purchased

410

410

Total through profit or loss

46

40

273

359

At 31 December 2020

46

40

273

359

Changes in impairments of Financial guarantees and loan commitments

Stage 1

Stage 2

Stage 3

Total

At 1 January 2019

106

98

82

286

Additions or releases without transfer

-93

-170

-74

-337

Transfer to Stage 1

40

-372

-332

Transfer to Stage 2

-8

450

442

New financial assets originated or purchased

16

16

Total through profit or loss

62

6

8

76

At 31 December 2019

62

6

8

76



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All financial instruments included in the line items Cash and cash equivalents, Due from banks, and Debt instruments at amortised cost are classified in Stage 1, and no transfers have taken place.

Credit quality

Van Lanschot Kempen allocates each exposure to a credit risk grade based on a variety of data that are determined to be predictive of the risk of default. Credit risk grades are defined

using qualitative (applying experienced credit judgement) and quantitative factors that are indicative of risk of default. These factors vary depending on the nature of the exposure and the type of borrower.

We use internally developed rating pools for the line items Loans and advances to the public and private sectors and Financial guarantees and loan commitments.

Credit grade

Description

Investment grade

Non-credit-impaired financial assets that are not placed under the supervision of the Credit Restructuring & Recovery department, internal rating pool 1

Standard monitoring

Non-credit-impaired financial assets that are not placed under the supervision of the Credit Restructuring & Recovery department, internal rating pools 2 to 4

Special monitoring

Non-credit-impaired financial assets that are placed under the supervision of the Credit Restructuring & Recovery department, internal rating pools 1 to 4

Default

Credit-impaired financial assets

All financial instruments under the line items Cash and cash equivalents, Due from banks, Debt instruments at amortised cost and Debt instruments at fair value through other comprehensive income are investment grade, which means their external rating is at least BBB-. We use external ratings for these line items.

The credit quality of the line items Loans and advances to the public and private sectors and Financial guarantees and loan commitments is shown in the tables below. Assessment of credit quality is based on our internal credit rating system and year-end stage classification. The amounts presented are gross of impairment allowances.



Credit quality of Loans and advances to the public and private sectors 31/12/2020

Stage 1

Stage 2

Stage 3

Total

Credit grade

Investment grade (AAA to BBB-)

8,106,648

8,106,648

Standard monitoring (BB+ to B-)

962,287

962,287

Special monitoring (CCC to C)

80,306

80,306

Default (DDD to D)

192,776

192,776

Gross carrying amount

8,106,648

1,042,593

192,776

9,342,017

Loss allowance

3,426

8,746

51,904

64,075

Carrying amount

8,103,222

1,033,847

140,873

9,277,942

Credit quality of Loans and advances to the public and private sectors 31/12/2019

Stage 1

Stage 2

Stage 3

Total

Credit grade

Investment grade (AAA to BBB-)

8,205,162

8,205,162

Standard monitoring (BB+ to B-)

921,443

921,443

Special monitoring (CCC to C)

100,651

100,651

Default (DDD to D)

242,334

242,334

Gross carrying amount

8,205,162

1,022,094

242,334

9,469,589

Loss allowance

3,664

5,546

54,558

63,768

Carrying amount

8,201,498

1,016,548

187,776

9,405,821




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Credit quality of Financial guarantees and loan commitments 31/12/2020

Stage 1

Stage 2

Stage 3

Total

Credit grade

Investment grade (AAA to BBB-)

318,232

318,232

Standard monitoring (BB+ to B-)

10,223

10,223

Special monitoring (CCC to C)

550

550

Default (DDD to D)

3,315

3,315

Gross carrying amount

318,232

10,773

3,315

332,320

Loss allowance

46

40

273

358

Carrying amount

318,186

10,733

3,042

331,962


Credit quality of Financial guarantees and loan commitments 31/12/2019

Stage 1

Stage 2

Stage 3

Total

Credit grade

Investment grade (AAA to BBB-)

232,573

232,573

Standard monitoring (BB+ to B-)

3,673

3,673

Special monitoring (CCC to C)

320

320

Default (DDD to D)

369

369

Gross carrying amount

232,573

3,993

369

236,935

Loss allowance

62

6

8

76

Carrying amount

232,511

3,987

361

236,859

Macroeconomic variables

We incorporate forward-looking information for the sophisticated approach. We use macroeconomic variables and consider three macroeconomic scenarios in calculating ECL: a base scenario, an upside scenario, and a downside scenario. The weightings of the scenarios were 25% for both the positive and negative scenarios and 50% for the neutral scenario as at 31 December 2019 and 31 December 2020. The table below shows the macroeconomic variables used for the sophisticated approach as at 31 December 2019 and 31 December 2020.









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Macroeconomic variables

As at 31 December 2020

As at 31 December 2019

2020

2021

2022

2019

2020

2021

Gross domestic product

Base-case scenario

-3.92%

3.28%

3.28%

1.99%

1.69%

1.39%

Upside scenario

-2.36%

4.84%

4.84%

3.41%

3.11%

2.81%

Downside scenario

-6.98%

0.22%

0.22%

-0.58%

-0.88%

-1.18%

Volume of exports

Base-case scenario

-3.25%

5.95%

4.45%

2.82%

2.72%

2.32%

Upside scenario

-0.17%

9.03%

7.53%

4.85%

4.75%

4.35%

Downside scenario

-9.29%

-0.09%

-1.59%

-0.86%

-0.96%

-1.36%

Total investments

Base-case scenario

-5.97%

5.23%

5.23%

6.44%

2.94%

2.94%

Upside scenario

1.53%

12.73%

12.73%

15.29%

11.79%

11.79%

Downside scenario

-20.70%

-9.50%

-9.50%

-9.66%

-13.16%

-13.16%

Private consumption

Base-case scenario

-6.75%

5.15%

4.85%

1.62%

2.22%

2.62%

Upside scenario

-5.30%

6.60%

6.30%

2.69%

3.29%

3.69%

Downside scenario

-9.59%

2.31%

2.01%

-0.31%

0.29%

0.69%

Residential real estate price

Base-case scenario

7.42%

2.32%

1.42%

7.23%

3.23%

2.53%

Upside scenario

8.74%

3.64%

2.74%

10.29%

6.29%

5.59%

Downside scenario

4.84%

-0.26%

-1.16%

1.68%

-2.32%

-3.02%

Government consumption

Base-case scenario

-0.45%

4.15%

3.75%

1.90%

2.70%

1.60%

Upside scenario

-0.23%

4.37%

3.97%

1.89%

2.69%

1.59%

Downside scenario

-0.88%

3.72%

3.32%

1.91%

2.71%

1.61%

For the portfolios that fall under the scope of IFRS9, Van Lanschot Kempen performs a scenario analysis to calculate the sensitivity of the ECL to macroeconomic variables. The main economic drivers of the ECL are gross

domestic product (GDP), volume of exports (EXP), total investments (TI), private consumption (PC), residential real estate price (RREP) and government consumption (GC). In the table below, ECLs are shown per stage and per scenario.

 Sensitivity analysis as at 31 December 2020

Stage 1

Stage 2

Stage 3

Total

Change

Original situation

3,926

8,786

52,151

64,863

Base-case scenario

3,657

8,788

51,810

64,255

-608

Upside scenario

2,983

6,900

50,647

60,530

-4,333

Downside scenario

5,376

10,669

53,472

69,517

4,654

Collateral credit-impaired financial instruments

In general, collateral can be used for all current and future amounts owed by a debtor. In addition to residential mortgage collateral and guarantees provided by governments and credit institutions, commercial real estate, financial collateral, receivables, stocks and inventories may serve as collateral. The majority of collateral is not directly linked to a

specific financing arrangement. For credit-impaired financial assets, the Credit Restructuring & Recovery department determines the liquidation or recovery value of the available collateral, based on the most recent valuation reports. The table below shows the collateral for financial assets considered credit-impaired.

Collateral for credit-impaired assets as at 31 December 2020

Gross exposure

Impairment

Carrying amount

Value of collateral

Loans and advances to public and private sectors

192,776

51,904

140,872

268,669

Financial guarantees and loan commitments

3,315

273

3,042

5,032

No impairment is recognised for credit-impaired financial instruments if the collateral is sufficient to cover the outstanding obligation. The total carrying amount of credit-

impaired financial instruments for which there is no impairment recognised is €73.1 million (2019: €106.0 million).



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3.Market risk

Market risk is the risk of loss as a result of changes in market variables, including interest rates, exchange rates and share prices. Other variables not directly observable in the market, such as volatility, long-term dividend expectations and correlations, can also influence the value of financial instruments. The market risk to which we are exposed can be divided into two components: the market risk to which Van Lanschot Treasury (part of the Other activities operating segment) is exposed in respect of its necessary market maintenance, its structured products activities and services to clients. Market risk stemming from trading activities in institutional securities is concentrated at the Merchant Banking operating segment.

3.1 Trading activities in securities

Our trading activities in securities, mainly comprising equities and equity derivatives, are concentrated at the Merchant Banking operating segment. A governance structure has been created to facilitate effective risk management. The risks are managed using value at risk (VaR) limits as well as gross and net limits. Daily stress tests provide information about changes in portfolio values in extreme market conditions and complement the VaR calculation. The VaR for the trading portfolios is computed daily, based on a one-day time horizon with a 97.5% confidence level on one year of historical data. The continued validity of the assumptions underlying the VaR computation is regularly tested using back-testing. Other risks relating to derivatives, which are mainly embedded in our structured notes, are expressed in “the Greeks” (e.g. Delta,

Vega, Rho) and are separately monitored on a daily basis or more frequently if necessary. Separate limits are in place for all risk drivers. VaR and other relevant risk parameters are reported to senior management (including one Executive Board member) on a daily basis. The embedded derivatives sold to our clients are hedged by Van Lanschot Kempen. From the second quarter of 2020, sold derivatives have been hedged back-to-back, whereas previously they were macro-hedged per risk driver. This means that the complex derivatives sold to clients are broken down into individual risk drivers (i.e. delta exposure on S&P500 or EurostoXX 50). The total macro exposure per risk driver is calculated and this is hedged by using relatively simple (mostly listed) options. All risk drivers have individual limits and are (intra) daily monitored by us, although some basis risks remain. Moreover, macro-hedging assumes that if the underlying risk drivers (equity, interest rate and currency markets) change, the hedges can be adjusted in a timely manner to keep the portfolio balanced. The exceptional volatility in March led to unforeseen illiquidity in the financial markets. It was thus not always possible for us to adjust the hedges in time and illiquidity in certain hedge instruments led to a significant increase in hedging costs. Besides the exceptional volatility, the changes in dividend yield and lending spread were also very steep. Lastly, market risks are also generated by investments in Kempen’s management book (notional €115.9 million; 2019: €85.6 million). These investments provide seed capital for newly launched Kempen Capital Management funds and allow us to co-invest with our clients.

Table 3.1 Trading activities VaR

2020

2019

Derivatives-related

Share-related

Derivatives-related

Share-related

At 31 December

431

156

219

158

Highest VaR

1,515

388

582

475

Lowest VaR

141

84

19

113

Average VaR

434

192

359

238

3.2 Van Lanschot Kempen market risk

To a limited degree, Van Lanschot Kempen is also exposed to market risks. These risks stem from its treasury activities (mainly foreign exchange exposure, comprising client transactions and own positions). The Treasury department is part of the Other activities operating segment. The majority of

transactions and positions in the statement of financial position are denominated in euros. Exchange rate risk is managed within the required limits and an authorisation structure applies. Foreign exchange positions are shown in Table 3.2.B and include all cash, forward and option positions of the entities in scope of consolidation.

Table 3.2.A Exchange rate risk of treasury trading activities (total gross nominal foreign exchange
position translated to x €1,000)

2020

2019

At 31 December

293

546

Highest position

791

1,970

Lowest position

-61

83

Average position

242

462



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Table 3.2.B Foreign exchange positions (€1,000)

2020

2019

Total

915

583

Australian dollar

1,037

-8

US dollar

58

344

Pound sterling

48

7

New Zealand dollar

7

50

Singapore dollar

1

57

Norwegian krone

-68

-12

Canadian dollar

-74

30

Swiss franc

-221

-180

Other

126

295

The capital requirement for exchange rate risk was €0.11 million at year-end 2020 (2019: €0.06 million). This amounts to 6% of the net open positions in each currency (2019: 8%).

In addition, some market risk exposure results from investments made in Van Lanschot’s management book. The current exposure in this portfolio is €27.1 million (2019: €32.0 million). Credit spread risk in the banking book (CSRBB) is the risk of volatility in earnings and/or equity, caused by spread movements in the swap curve, for banking book instruments that are classified at fair value.

For Van Lanschot Kempen, CSRBB is mainly concentrated in the investment and liquidity portfolios. CSRBB limits have been imposed on these portfolios, which are monitored by ALCO on a monthly basis.

3.3Market risk: interest rate and share-related instruments

We use the maturity method to calculate the capital adequacy requirement in respect of the general risk on debt instruments in the trading portfolio. Share-related instruments are share instruments included under Financial assets from trading activities (see Table 3.3).

Table 3.3 Market risk

31/12/2020

31/12/2019

Risk weighting

Capital adequacy requirement

Risk weighting

Capital adequacy requirement

Total

241,258

19,301

188,431

15,075

Interest-related instruments

110,333

8,827

139,633

11,171

Share-related instruments

130,462

10,437

48,015

3,841

Currency-related instruments

463

37

783

63

Weighting and requirements

We use the standardised approach for all types of market risk. The market risk of interest rate derivatives is included under Interest rate-related instruments; the market risk of share-related derivatives is included under Share-related instruments; and the market risk of currency derivatives is included under Currency-related instruments.

4.Operational risk

Operational risks are potential losses that result from inadequate or failed internal processes, systems, inadequate or incorrect human actions, external events and fraud. Within Van Lanschot Kempen, operational losses are classified using operational loss event types as set out in the Basel framework. Managing operational risks is the responsibility of line management (the first line of defence); this also includes the responsibility for information security and business continuity.

We have created a range of instruments for identifying, evaluating, monitoring and managing operational risks to support the bank’s management in their roles as risk owners.

Operational risk appetite: This appetite defines the level of – quantitative and qualitative – operational risk we are willing to accept. Exceeding this appetite requires the

attention of the Executive Board and will lead to additional mitigation measures as necessary.

Risk identification and assessment via risk and control self-assessments and scenario analysis:

Risk and control self-assessment is a tool that allows line managers to systematically identify and assess risks so that steps can be taken to manage any risks outside the risk appetite. Risk and control self-assessments are carried out, at tactical (department) level, on the most important value chains of the organisation and on our most important programmes and projects. These assessments are re-performed periodically in order to reassess and update the existing operational risk level.

Scenario analyses are used to assess low frequency but high-impact risks. The results of these analyses are used to provide insight into the adequacy of the Pillar 1 capital requirement vis-à-vis the operational risk profile.


Risk response: Management is responsible for deciding how to treat risk, and whether to mitigate, accept or transfer (insure) it:

Action tracking:  Action tracking is used to track progress made in the delivery of actions to mitigate identified risks, arising from risk and control self-assessments, failing controls, analysis of incidents or



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complaints, findings by Internal Audit and external regulators, and other relevant events.

Control effectiveness monitoring: To ensure that the most important risks (key risks) are mitigated sufficiently, key controls have been defined; these are assessed on a regular basis to determine their effectiveness.

Risk insurance: To protect the organisation against major operational risk-related losses, we have taken out insurance policies that cover claims and losses resulting from the services offered. Broadly speaking, these policies are a combination of fraud and professional liability insurance, directors’ liability insurance and various other liability and accident insurance policies.

Risk acceptance: If a risk is assessed to be outside of the risk appetite and it is not possible or economically viable to lower the risk, the risk can be accepted at Executive Board level.

Risk monitoring:

Incident management: Risks that materialise through an incident are registered in our database via the incident management process. For severe incidents, root cause analyses are carried out. The incidents database allows the systematic recording and analysis of losses resulting from operational risks. It contains information about losses incurred as a result of operational risks in prior years and forms the foundation of the operational risk management measurement system for Van Lanschot and Kempen. A total of 140 incidents entailing a loss of more than €1,000 were logged in the database in 2020 (2019: 112 incidents).

Risk measurement: This is based on key risk indicators (early warnings), which highlight trends and/or provide prospective information about operational risks.

Risk meetings:  Periodic meetings with risk owners are held to monitor the development of the risk profile in relation to the risk appetite.

Information security

Information security contributes to the protection of client and corporate information. Both automated and manual information processing are carried out. Taking the right measures on the basis of targeted risk analyses of business and IT processes ensures that both our client data and corporate data are adequately protected.

Business continuity management

Business continuity has increased in significance due to the global Covid-19 pandemic. Within Van Lanschot Kempen this is managed using a two-tier model with a crisis management team (CMT) at senior level and a crisis support team which is responsible for the execution of CMT decisions. The goal is to ensure the health of our employees and provide our services at the same level as before the pandemic. As part of this, the vast majority of our people are working from home. To keep our service levels up to par, business-critical teams are still working on our premises. Business continuity analyses are carried out as part of our business continuity management process in order to gain insight into critical processes and the resources needed to ensure continuity of service and address potential threats. Embedding business continuity management in the organisation is essential to give the bank sufficient resilience against the impact of an incident or disaster. Business continuity thus has universal scope within the bank; it comprises policies, standards and procedures

aimed at safeguarding critical processes or enabling a restart within a specified timeframe in the event of a disaster. The objective is to keep any financial, reputational and/or other material damage to a minimum, both for us and for our clients. Procedures are tested on a regular basis, with tests of fallback procedures and crisis governance carried out every year.

5.Settlement risk

We are required to hold capital for financial transactions that are not settled within five days of the agreed deadline, if the difference between the agreed settlement price and the price at the reporting date could lead to a loss.

At year-end 2020, financial transactions totalling €25 million (2019: €10 million) had to be reported in the context of settlement risk.

6.CVA risk

Under the CRR, account must also be taken of the risk-weighted assets in relation to credit valuation adjustment (CVA), which must be adequate to cover the risk of a deterioration in the creditworthiness of the counterparty in an OTC derivatives transaction. This CVA capital adequacy requirement is additional to requirements applying to the risk-weighted assets in relation to the “regular” default risk. We use the SA method to calculate the capital requirement for CVA.

7.Strategic risk

Strategic risk can be defined as the threat to our results or equity resulting from failure to respond (adequately) to changes in environmental factors, or from incorrect strategic decisions. Environmental factors include the actions of competitors, clients, potential market entrants and public authorities. Strategic risk is not inherently undesirable, since there can also be an upside to taking on these risks. We take a forward-looking approach to strategic risk, keep a close eye on external developments and set our strategic

priorities accordingly. Our strategy puts a strong focus on advanced data analytics, among other areas. Existing risk management practices and measures are assessed regularly to ensure that possible new risks that may arise from changes in strategic direction or in the business environment are captured adequately.

8.Interest rate risk

Interest rate risk in the banking book (IRRBB) is the exposure to adverse market interest rate movements, arising from banking book activities. Adverse interest rate movements may impact a bank’s current and/or future earnings, capital and market value. Responsibility for IRRBB management has been delegated by the Executive Board to ALCO. Interest rate risks in non-banking book items are managed as part of market risk.

Our main source of interest rate risk is the maturity mismatch between assets and liabilities. In general, assets have longer interest rate maturities than liabilities, contractually as well as behaviourally. We model client behaviour with respect to the prepayment patterns of mortgages and loans and the interest rate risk profiles of savings and current accounts. Client behaviour risk is another important source of interest rate risk, as actually observed client behaviour may deviate from assumptions. Differences between assumed and actually observed client behaviour could have a material adverse impact on future results.



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We pursue a prudent interest rate risk policy that aims to mitigate the effect of prospective interest rate movements which could affect future net interest income, while balancing the costs of hedging activities on current earnings. We manage interest rate risk from both a long- and a short-term perspective. The short-term interest rate risk is addressed mainly from a net interest income perspective (delta net interest income, or ΔNII). This involves an analysis of the interest income under a number of market interest rate scenarios, relative to the baseline scenario in which interest rates are expected to develop based on forward rates.

In 2020, all ΔNII scenarios remained within risk appetite limits. By year-end 2020, the most adverse scenario was a non-parallel scenario in which short-term market rates fall over the next twelve months, with us being unable to reduce savings rates sufficiently. The ΔNII for this scenario was -6.5% at the end of 2020 (end of 2019: -7.6%). Table 8.A shows the interest rate risk metrics.

Table 8.A Interest rate risk metrics

31/12/2020

31/12/2019

Delta net interest income (ΔNII)

-6.5%

-7.6%

Delta economic value of equity (ΔEVE)

-1.4%

-6.9%

We address long-term interest rate risk by means of the economic value approach, which looks at how movements in interest rates impact the value of the bank’s assets and liabilities. The rule-of-thumb metric for economic value analysis is duration of equity, which indicates the net impact of parallel interest rate changes on economic value, assuming a linear relationship between these parameters.

In the current interest rate environment, however, the relationship between economic value and interest rate changes is less linear due to, among other factors, "floors" in interest rates on various balance sheet items. For this reason, we focus not only on duration and delta NII, but also on the “true” economic value changes under various scenarios, in which all interest rate cash flows are re-plotted and revalued at shocked interest rate curves. In calculating economic values, we use coupon rates that are “stripped” from margins. In 2020, all delta economic value of equity (ΔEVE) scenarios remained within risk appetite limits. By year-end 2020, the most adverse scenario was an instant upwards shock of 200 basis points. The ΔEVE for this scenario was -1.4% at the end of 2020 (end of 2019: -6.9%).

We aim to neutralise the impact of differences in accounting classifications on interest rate steering. Hence, we mostly hedge the interest rate risk in fair value items in the banking book on a back-to-back basis, by means of interest rate swaps. By doing so, we make sure that Result on financial transactions – to the extent that it arises from banking book items – is only impacted by market changes in credit spreads over the swap curve and that there is no net impact from changes in the swap curve itself. For this reason, the ΔNII scenarios we use to assess our interest rate risk profile do not affect the Result on financial transactions. We use hedge accounting to offset changes in the market value of derivatives that are used for hedging portfolios classified at amortised cost.

9.Liquidity risk

The main objective of our liquidity risk management is to ensure that we are able to maintain or generate sufficient cash resources to meet our payment obligations in full as they come due, on acceptable terms. One of the key elements of our approach towards liquidity risk management is to maintain stakeholder confidence in the bank’s solidity at all times.

The main source of liquidity risk that we are exposed to relates to the share of client deposits in our funding base. Although client deposits have proven to be relatively price-inelastic and sticky over time, the withdrawable nature of such deposits poses potential outflow risks, especially for those deposits not covered by the deposit guarantee scheme (DGS).

The roll-over risk with respect to maturing capital market funding is less substantial for us. We use capital market funding as a diversifying funding source from retail deposits, but have a limited number of deals outstanding with no concentration in tenors.

To manage liquidity risks, we use a forward-looking liquidity risk framework that enables the comprehensive measurement, evaluation and calibration of indicators related to liquidity risk. The framework consists of the risk appetite statement, the liquidity buffer, monitoring and reporting, forecasting, funding planning and contingency planning.

Limits for liquidity risk are revised on an annual basis as part of the risk appetite statement. Limits set include, but are not limited to, levels of the liquidity coverage ratio, the net stable funding ratio and stress test survival periods, which are reported on a monthly basis to ALCO. The liquidity buffer is the main defensive element against liquidity risk, and the quality and size of the buffer are monitored frequently, along with in- and outflows in the client deposit base. Finally, each year we outline our capital and funding planning for a three-year horizon, both under regular circumstances in the capital and funding plan, and under potential future stress or emergency situations in the liquidity contingency plan, complemented by the recovery plan.

Part of our liquidity and funding planning is scenario analysis, of which stress testing is a key element. By means of stress testing, we assess our resilience to a variety of adverse liquidity events – Van Lanschot Kempen-specific events, system-wide events, and a combination of these two.



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9.1 Contractual maturity

Tables 9.1.A and 9.1.B show the assets and liabilities based on their remaining contractual terms to maturity at the reporting date, without taking behavioural aspects into account. These amounts correspond with the amounts included in the consolidated statement of financial position. Items with no maturity, such as equity instruments, assets and liabilities classified as held for sale, and provisions are presented separately.

Derivative liabilities are included on a net basis if cash flows are settled net. For other derivative liabilities the contractual gross cash flow payable is included.


As savings and current accounts do not have fixed terms, the balances of non-maturity instruments are presented within the withdrawable on demand category.

Due from banks and amounts due to banks include collateral delivered and received related to derivative transactions. Allocation of this collateral over the maturity buckets is conducted in accordance with the maturity classification of the derivative contracts.



Table 9.1.A Contractual maturity of assets and liabilities at 31/12/2020

Withdrawable on demand

< 3 months

3 to 12 months

1 to 5 years

More than 5 years

Subtotal

Maturity not applicable

Total

Assets

Cash and cash equivalents and balances at central banks

2,227,803

2,227,803

2,227,803

Financial assets held for trading

61,678

61,678

Due from banks

32,133

820

10,742

131,713

35,176

210,584

210,584

Derivatives

32,940

77,422

139,976

126,364

376,702

376,702

Financial assets at fair value through profit or loss

117,567

3,854

50,190

71,219

242,830

48,157

290,987

Financial assets at fair value through other comprehensive income

101,441

394,267

2,036,817

43,538

2,576,063

2,576,063

Loans and advances to the public and private sectors

610,176

57,362

122,762

524,037

7,133,990

8,448,326

8,448,326

Other financial assets at amortised cost

105,073

80,875

262,570

448,518

448,518

Investments in associates using the equity method

72,202

72,202

Other assets1

130,759

37,759

39,375

33,687

241,580

194,584

436,163

Total assets

2,987,678

432,249

774,017

3,205,707

7,372,755

14,772,406

376,621

15,149,026

Total assets excluding derivatives

2,987,678

399,309

696,595

3,065,731

7,246,391

14,395,704

376,621

14,772,325

Equity and liabilities

Financial liabilities from trading activities

26

26

26

Due to banks

32,613

8,100

1,127

453,039

6,250

501,129

501,129

Public and private sector liabilities

9,775,835

34,391

57,991

152,320

120,571

10,141,109

10,141,109

Derivatives

29,771

84,375

127,744

246,912

488,802

488,802

Financial liabilities at fair value through profit or loss

11,833

65,509

582,738

80,789

740,869

740,869

Issued debt securities

16,263

1,453,634

1,469,897

1,469,897

Lease liabilities

836

16,344

35,123

52,303

52,303

Other liabilities2

53,040

108,690

161,730

64,586

226,316

Subordinated loans

16,909

155,570

172,479

172,479

Equity

1,356,096

1,356,096

Total equity and liabilities

9,808,448

137,161

334,791

2,802,729

645,216

13,728,344

1,420,682

15,149,026

Total equity and liabilities excluding derivatives

9,808,448

107,390

250,416

2,674,985

398,303

13,239,542

1,420,682

14,660,224

On-balance gap

-6,820,770

295,088

439,226

402,978

6,727,539

1,044,062

-1,044,061





1 Includes Property and equipment, Goodwill and other intangible assets, Tax assets and Other assets as presented in the consolidated statement of financial position.

2 Includes Provision, Tax liabilities and Other liabilities as presented in the consolidated statement of financial position.



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Table 9.1.B Contractual maturity of assets and liabilities at 31/12/2019

Withdrawable on demand

< 3 months

3 to 12 months

1 to 5 years

More than 5 years

Subtotal

Maturity not applicable

Total

Assets

Cash and cash equivalents and balances at central banks

1,417,164

1,417,164

1,417,164

Financial assets held for trading

49,263

49,263

Due from banks

75,593

28,194

128

141,180

52,461

297,556

297,556

Derivatives

30,869

103,536

138,279

94,595

367,279

367,279

Financial assets at fair value through profit or loss

87,385

52,648

38,228

98,620

276,882

44,627

321,509

Financial assets at fair value through other comprehensive income

25,258

261,804

1,863,425

233,775

2,384,261

2,384,261

Loans and advances to the public and private sectors

760,454

83,625

126,072

368,830

7,258,913

8,597,894

8,597,894

Other financial assets at amortised cost

25,001

25,014

375,591

425,606

425,606

Investments in associates using the equity method

52,452

52,452

Other assets1

112,621

31,841

17,573

162,035

243,832

405,867

Total assets

2,340,597

358,217

586,624

3,003,497

7,639,744

13,928,678

390,174

14,318,853

Total assets excluding derivatives

2,340,597

327,348

483,088

2,865,218

7,545,149

13,561,399

390,174

13,951,573

Equity and liabilities

Financial liabilities from trading activities

2,150

2,150

2,150

Due to banks

56,377

2,270

5,960

24,048

53,060

141,715

141,715

Public and private sector liabilities

9,133,688

57,976

53,532

192,568

107,331

9,545,095

9,545,095

Derivatives

35,496

83,220

132,394

198,715

449,826

449,826

Financial liabilities at fair value through profit or loss

50,318

114,212

608,613

134,459

907,602

907,602

Issued debt securities

1,033,154

511,955

1,545,109

1,545,109

Lease liabilities

945

19,701

39,853

60,499

60,499

Other liabilities2

48,104

79,495

127,600

49,597

177,196

Subordinated loans

17,274

155,815

173,090

173,090

Equity

1,316,570

1,316,570

Total equity and liabilities

9,190,065

196,315

337,365

2,027,753

1,201,188

12,952,685

1,366,167

14,318,853

Total equity and liabilities excluding derivatives

9,190,065

160,819

254,145

1,895,359

1,002,473

12,502,859

1,366,167

13,869,027

On-balance gap

-6,849,469

161,902

249,259

975,744

6,438,556

975,994

-975,994

The assets comprise many long-term mortgage loans while the liabilities are made up of many short-term deposits. This results in a gap between the "Withdrawable on demand" and "More than five years" columns. Potential liquidity risks are addressed by means of monthly stress tests – discussed monthly in ALCO – that test the bank’s resilience to a variety of adverse liquidity events, and taking behavioural aspects into account.

For each transaction we have guaranteed, the maximum guaranteed amount is included in the relevant term bucket under which the bank first has the right to terminate the transaction. For each obligation arising from an irrevocable commitment, the committed amount is classified in the relevant term bucket under which we first have the right to withdraw the commitment.




1 Includes Property and equipment, Goodwill and other intangible assets, Tax assets and Other assets as presented in the consolidated statement of financial position.

2 Includes Provision, Tax liabilities and Other liabilities as presented in the consolidated statement of financial position.



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9.2Contractual maturities of undiscounted cash flow of financial liabilities

Tables 9.2.A and 9.2.B show liabilities by maturity based on contractual, undiscounted cash flows and including related future cash flows, such as interest payments. Repayments

which are subject to notice are treated as if notice were to be given immediately. However, we expect that many clients will not request repayment at the earliest possible date, and the tables below do not reflect the expected cash flows as indicated by our deposit retention history.

Table 9.2.A Contractual maturities of undiscounted cash flow of liabilities at 31/12/2020

Withdrawable on demand

< 3 months

3 to 12 months

1 to 5 years

More than 5 years

Total

Financial liabilities from trading activities

26

26

Due to banks

9,316

31,397

1,127

453,039

6,250

501,129

Public and private sector liabilities

9,804,403

34,603

59,786

154,580

159,540

10,212,912

Derivatives

149,545

30,472

35,769

121,669

151,347

488,802

Financial liabilities at fair value through profit or loss

12,094

65,794

585,177

79,262

742,327

Issued debt securities

5,575

18,899

936,053

508,750

1,469,277

Of which covered bond

5,575

1,792

936,053

508,750

1,452,170

Of which floating-rate notes

17,107

17,107

Subordinated loans

956

8,046

43,145

207,186

259,334

Total undiscounted liabilities

9,963,264

115,123

189,421

2,293,663

1,112,335

13,673,806

Table 9.2.B Contractual maturities of undiscounted cash flow of liabilities at 31/12/2019

Withdrawable on demand

< 3 months

3 to 12 months

1 to 5 years

More than 5 years

Total

Financial liabilities from trading activities

2,150

2,150

Due to banks

41,530

17,117

5,960

24,048

53,060

141,715

Public and private sector liabilities

9,172,136

56,435

65,175

193,466

125,260

9,612,472

Derivatives

224,376

14,414

24,836

94,385

91,815

449,826

Financial liabilities at fair value through profit or loss

51,454

114,536

613,173

137,821

916,984

Issued debt securities

5,750

2,797

1,040,859

513,125

1,562,531

Of which covered bond

5,750

1,864

1,022,403

513,125

1,543,142

Of which floating-rate notes

933

18,456

19,389

Subordinated loans

956

8,576

53,167

222,298

284,997

Total undiscounted liabilities

9,438,041

148,276

221,881

2,019,097

1,143,380

12,970,675

10.Securitisation risk

We treat securitisation as an asset class in our investment portfolio. We are not party to any synthetic securitisations and have no trading position in securitisation transactions.

Funding

We do not structure securitisations for other entities and have no outstanding securitisations in which we act as a seller and/or servicer. We use retained covered bonds, issued out of our Conditional Pass-Through Covered Bond Programme 2, as a contingent liquidity buffer.

Investments

Part of our liquidity investment portfolio is invested in RMBS. We invest only in the most senior and AAA tranches of RMBS transactions. If they comply with the simple, transparent and standardised (STS) requirements, these securitisations qualify as high-quality liquid assets in an assessment of the liquidity coverage ratio. All tranches are ECB eligible, meaning that they have at least two ratings from an external credit assessment institution (ECAI).

As the investments are part of the liquidity buffer, they can be used as collateral, in repo transactions, or sold if necessary. The RMBS portfolio represents a small share of the total investment portfolio. 

Risk exposures within the investment portfolio

The credit risks of the investments are not hedged. Our investment portfolio as a whole is monitored by the Treasury and Credit Risk Approval departments on a daily basis. The portfolio is monitored on nominal limits as well as on credit risk limits.

Management

Interest rate risk is limited, as RMBS are typically floating-rate notes. Interest rate risk is monitored at balance sheet level and includes the investment portfolio. We used the SEC-ERBA methodology to calculate the total risk exposure of RMBS investments.




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11.Climate change risk

Climate change risk reflects the (physical and/or transitional) impacts of a change in the climate on Van Lanschot Kempen's financial position and/or reputation. The risk of climate change on our activities is periodically assessed. The climate change risk to our private banking activities (the most important lending portfolio here being the mortgage portfolio) is assessed to be limited and no separate lending restrictions are made. In asset management, climate change risks are taken into account when investments are made or investment managers are selected.

12.Compliance risk

As a specialist wealth manager, it is Van Lanschot Kempen's purpose to preserve and create wealth, in a sustainable way, for our clients and the societies we serve. When operating in financial markets, it is crucially important that we conduct our business activities in accordance with the expectations of our clients, shareholders, employees and competent authorities, but also that we follow high ethical standards, in alignment with our values and risk appetite, and within the boundaries of applicable laws, rules, regulations, internal policies and procedures and industry standards relevant to Van Lanschot Kempen. This increases the long-term sustainability of our  business activities and helps us to fulfil our purpose.

We maintain a permanent, independent and effective compliance function to identify, assess, monitor and report on compliance risk, i.e. the risk of failure by Van Lanschot Kempen to comply with regulations as applicable to Van Lanschot Kempen and/or of undertaking or failing to undertake those activities prohibited or mandated under applicable regulations. Additionally, we have put in place policies and procedures and systems and controls necessary to manage compliance risk. 

The Compliance department is headed by the Chief Compliance Officer, who reports directly to the Chairman of the Statutory Board. The Compliance department fulfils its responsibilities by providing advice and assistance to Van Lanschot Kempen committees and staff, and by continuously monitoring adherence to regulations within Van Lanschot Kempen‘s day-to-day operations.

Compliance risk has remained a focal point for Van Lanschot Kempen in 2020, both from an internal and an external perspective. Externally, 2020 has again brought significant changes to our regulatory landscape. Examples are the ongoing Brexit and Libor cessation processes, the implementation and development of the 5th and 6th Anti-Money Laundering (AML) Directives and the EU’s new sustainable action plan, implemented through regulatory provisions such as the Sustainable Financial Disclosure Regulation (SFDR) and the revised Benchmarks Regulation (BMR). 

We are proactively responding to these external regulatory developments through the constitution of dedicated implementation working groups participated in by the Compliance team at Van Lanschot Kempen, as well as through other control functions within the firm. Special efforts have been dedicated to the implementation of various sustainability-related regulatory developments, and we have been working extensively to adapt policies, procedures and controls to the new regulatory requirements as well as to the demands and expectations of clients and investors.

In addition to these external regulatory developments, we have devoted, and continue to devote, substantial resources to the strengthening of our compliance framework and our Compliance team. In this context, the Executive Board has established a group-wide project to enhance our anti-financial crime framework and its policies, procedures and controls. We are currently well positioned to implement the enhancements identified by this overarching project. Finally, in 2019 and 2020 specific parts of Kempen & Co (as of 1 January 2020 part of Van Lanschot Kempen Wealth Management) were the subject of an investigation by the AFM regarding compliance with the Money Laundering and Terrorist Financing (Prevention) Act (Wwft). This investigation has been concluded by the AFM. No formal enforcement measures have been imposed.

Separately, the Compliance team has continued to enhance the compliance framework through dedicated efforts to strengthen our policies and procedures across business lines as well as the compliance risk management programme. We have also continued to develop and deliver a dedicated compliance training programme for staff. The Compliance team was also strengthened in 2020 by the hiring of additional senior compliance experts, including a new head of anti-financial crime, and the establishment of a compliance management team. Further optimising Compliance is integral to our strategic direction.

13.Financial reporting risk

The Statutory Board is responsible for devising and implementing an adequate system of internal control for our financial reporting. The system is designed to provide reasonable assurance as to the reliability of financial reporting and that the financial statements are prepared in accordance with generally accepted accounting principles and applicable legislation and regulations.

We have the following tools in place to manage financial reporting risks:

Periodic management reports and KPI dashboards, accompanied by analysis of financial and non-financial figures and trends;

A risk and control framework describing processes and procedures, and setting out primary controls such as authorisations and segregation of duties;

The findings from the review of the operational effectiveness of the internal control system by Internal Audit, which are discussed with the Executive Board, the Statutory Board, the Audit and Compliance Committee and the Supervisory Board;

The Van Lanschot Kempen Accounting Manual, which sets out the principles we pursue with respect to financial accounting;

Assessment and approval of the annual report by the Statutory Board and discussion of this by the Audit and Compliance Committee and by the Supervisory Board.

The management teams of the relevant divisions have provided the Statutory Board with in-control statements on the extent of internal control, based on the results of testing procedures for the risk and control framework, the risks reported on a quarterly basis, the follow-up of these risks, and the incidents reported. Risk Management and Compliance have evaluated these statements.





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14.Fair value

14.1Financial assets at fair value through profit or loss

A portion of the financial instruments are measured at fair value in the statement of financial position. Tables 14.1.A and 14.1.B provide a breakdown of these instruments into three levels. The fair value is based either on quoted prices in active markets, inputs other than quoted prices that are observable in the market, or inputs based on data not observable in the market.

We have developed a policy on the criteria for allocating financial instruments recognised in the statement of financial position at fair value to each of the three levels. A review is carried out at the end of each reporting period to determine whether any changes have taken place in the hierarchy between the levels.

Level 1: Quoted prices in active markets

The fair value of financial instruments traded in an active market is based on the price at the reporting date (market price). The bid price is applied for financial assets and the offer price for financial liabilities. Since these instruments are traded in an active market, their prices adequately reflect current and frequent market transactions between unrelated parties.

Level 2: Inputs observable in the markets

The fair value of financial instruments not traded in an active market (e.g. over-the-counter financial derivatives) is established using cash flow and option valuation models. Using estimates, we make assumptions based on the market conditions (observable data) at the reporting date.             

The estimated present value of future cash flows is used to determine the fair value of the other financial instruments. The fair value of interest rate swaps is calculated as the present value of estimated future cash flows. The discount rate is the same as the market interest rate at the reporting date for a similar instrument subject to the same conditions, taking into account collateral furnished under credit support annexes (CSAs).

The fair value of forward currency contracts is calculated by reference to forward exchange rates at the reporting date.

Estimates and judgements made are based on past experience as well as other factors, including expectations with respect to future events that could reasonably occur given current circumstances. Estimates and judgements are assessed on an ongoing basis.

Level 3: Significance of unobservable market data

The financial instruments in this category are assessed on an individual basis. Their valuation is based on the best estimate of management by reference to the most recent prices, prices of similar instruments and, to a not insignificant extent, information not observable in the market. Unobservable inputs may include volatility, correlation, seasonality and credit spreads. A valuation technique is used in which at least one input that has a significant effect on the instrument’s valuation is not based on observable market data. A significant effect on the instrument’s valuation is considered to be present when the unobservable input accounts for at least 10% of the total instrument’s fair value and exceeds a threshold of €50,000. The effect of fair value adjustments on the instrument’s valuation is included in the assessment.

Table 14.1.A Financial instruments at fair value at 31/12/2020

Level 1

Level 2

Level 3

Total

Assets

Financial assets from trading activities (FVtPL)

56,622

4,576

480

61,678

Derivatives (FVtPL)

45,381

326,756

4,565

376,702

Financial assets at fair value through profit or loss

201,308

68,580

21,099

290,987

Financial assets at fair value through other comprehensive income

2,576,063

2,576,063

Total assets

2,879,374

399,912

26,144

3,305,430

Liabilities

Financial liabilities from trading activities (FVtPL)

26

26

Derivatives (FVtPL)

44,083

442,860

1,859

488,802

Financial liabilities at fair value through profit or loss

655,730

85,139

740,869

Total liabilities

44,109

1,098,590

86,998

1,229,697




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Table 14.1.B Financial instruments at fair value at 31/12/2019

Level 1

Level 2

Level 3

Total

Assets

Financial assets from trading activities (FVtPL)

44,648

4,152

463

49,263

Derivatives (FVtPL)

31,224

329,517

6,539

367,279

Financial assets at fair value through profit or loss

263,740

44,231

13,539

321,509

Financial assets at fair value through other comprehensive income

2,384,261

2,384,261

Total assets

2,723,873

377,900

20,541

3,122,313

Liabilities

Financial liabilities from trading activities (FVtPL)

2,150

2,150

Derivatives (FVtPL)

29,345

417,071

3,410

449,826

Financial liabilities at fair value through profit or loss

898,491

9,111

907,602

Total liabilities

31,496

1,315,561

12,521

1,359,578

Transfers of financial assets or liabilities between levels

We have developed a policy document for the fair value hierarchy. This divides the variables used into observable and unobservable market inputs. If the unobservable input variables are significant, the instrument is classified as Level 3. An unobservable input variable is significant if the change in the fair value due to the application of the variable is greater than the threshold values. Our policy is to recognise transfers into and out of fair value hierarchy levels at the end of the reporting period.

In 2020, our valuation technique remained unchanged, with non-observable input variables being assessed on significance. As a result of this assessment, some financial instruments included in Derivatives (assets and liabilities) and in Financial liabilities at fair value through profit or loss have been transferred from Level 2 to Level 3 and vice versa. The Derivatives receivables and payables and Financial liabilities

at fair value through profit or loss were transferred to Level 2 as a result of the input variables’ correlation and seasonality; the shorter remaining term to maturity of these financial instruments meant that these input variables qualified as non-significant, justifying a transfer to Level 2. In the case of Derivatives (assets), this entailed a transfer of €0.8 million from Level 2 to Level 3 and a transfer of €0.8 million from Level 3 to Level 2. In the case of Financial liabilities at fair value through profit or loss, it involved a transfer of €0.0 million from Level 2 to Level 3. The transfer of Derivatives (liabilities) includes a €0.3 million shift from Level 3 to Level 2.

Breakdown of movements in financial assets and liabilities classified under Level 3

Tables 14.1.C and 14.1.D provide a breakdown of the movements in all financial assets and liabilities classified as Level 3 items and recognised at fair value in the statement of financial position.

Table 14.1.C Breakdown of changes in financial liabilities classified as Level 3 in 2020

At 1 January

To statement
of income

To equity1

Issues

Settlements

Transfers

At 31 December

Assets

Financial assets from trading activities (FVtPL)

463

40

-23

480

Derivatives (FVtPL)

6,539

604

18

-3,357

761

4,565

Financial assets at fair value through profit or loss

13,539

7,442

118

21,099

Total assets

20,541

8,086

136

-3,380

761

26,144

Liabilities

Derivatives (FVtPL)

3,410

-1,263

-319

31

1,859

Financial liabilities at fair value through profit or loss

9,111

-2,085

4,000

-7,195

81,308

85,139

Total liabilities

12,521

-3,348

4,000

-7,514

81,339

86,998

Total assets less liabilities

8,020

11,434

-3,864

4,134

-80,578

-60,854







1.The changes in value recognised in equity are included in the statement of comprehensive income as Revaluation of financial assets at fair value through other comprehensive income



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Table 14.1.D Breakdown of changes in financial liabilities classified as Level 3 in 2019

At 1 January

To statement
of income

To equity1

Issues

Settlements

Transfers

At 31 December

Assets

Financial assets from trading activities (FVtPL)

472

-13

4

463

Derivatives (FVtPL)

10,138

-1,034

2,358

-5,038

114

6,539

Financial assets at fair value through profit or loss

21,143

2,175

641

-8,972

-1,448

13,539

Total assets

31,753

1,129

3,003

-14,010

-1,333

20,541

Liabilities

Derivatives (FVtPL)

8,641

5

479

-5,807

92

3,410

Financial liabilities at fair value through profit or loss

27,896

-934

-11,620

-6,231

9,111

Total liabilities

36,537

-929

479

-17,427

-6,139

12,521

Total assets less liabilities

-4,784

2,058

2,523

3,417

4,805

8,020


Table 14.1.E Fair value changes recognised in profit or loss of financial instruments classified as Level 3

2020

2019

Realised

Unrealised

Total

Realised

Unrealised

Total

Net interest income

Income from securities and associates

40

7,240

7,280

-13

-668

-681

Result on financial transactions

4,155

4,155

2,739

2,739

Impairments

Total

40

11,395

11,434

-13

2,071

2,058

































1.The changes in value recognised in equity are included in the statement of comprehensive income as Revaluation of financial assets at fair value through other comprehensive income.



Risk management

152

Table 14.1.F Notes on fair value determination using unobservable market inputs (Level 3)

Fair value

Valuation method

Significance of unobservable market inputs

31/12/2020

31/12/2019

Assets

Financial assets from trading activities

Shares, unlisted

480

463

Net asset value

Net asset value

Face value

Derivatives

Structured product derivatives

Options1

3,786

3,765

Option model

Volatility

Correlation

Equity swaps1

779

2,774

Discounted cash flow model

Option model

Volatility

Correlation

Financial assets at fair value through profit or loss

Debt instruments: company cumprefs (shareholdings) (FVPL mandatory)1

2,227

2,024

Discounted cash flow model

Interest rate

Discount rates

Shares, unlisted

12,204

8,149

Net asset value

Most recent published net asset values of the underlying assets

Kempen: Cost or lower market value

4,563

1,905

Net asset value

Net asset value

Market value

1,789

1,203

Net asset value

Multiple analyses of comparable companies less a discount for illiquidity and company size based on EVCA guidelines

Most recently known share price

316

258

Net asset value

EBITA

Issue or transfer price

Market price on final trading day

Face value less provisions

Total assets

26,144

20,541

Liabilities

Derivatives

Structured product derivatives

Credit-linked swaps

31

Discounted cash flow model

n/a

Options1

1,828

3,410

Option model

Volatility

Correlation

Financial liabilities at fair value through profit or loss

Structured debt instruments1

85,139

9,111

Discounted cash flow model

Option model

Volatility

Correlation

Total liabilities

86,998

12,521





1Please refer to Tables 14.1.G and 14.1.H for the range and sensitivity of these financial instruments. No range or sensitivity information is available for the other financial instruments.



Risk management

153

Table 14.1.G Notes on range and sensitivity of unobservable market inputs (Level 3) at 31/12/2020

Significant unobservable market inputs

Range (weighted average)

Sensitivity

Assets

Derivatives

Structured products derivatives

Options

Correlation

-10.6%-11.7% (0.6%)

Total impact €0.1m

Volatility

13.8%-29.9% (21.8%)

Total impact €3.1m

Dividend

-1.0%-3.4% (1.8%)

Total impact €0.5m

Equity swaps

Correlation

-24.6%-28.4% (1.2%)

Total impact €0.0m

Volatility

-12.3%-27.5% (20.0%)

Total impact €0.0m

Dividend

-1.0%-3.4% (2.0%)

Total impact €0.1m

Financial assets at fair value through profit or loss

Interest rates

-6% - 12% (1%)

Change of 1% - change of €0.0m

Debt instruments: company cumprefs (shareholdings)

Discount rates

-6% - 12% (1%)

Change of 1% - change of €0.0m

Liabilities

Derivatives

Structured products derivatives

Options

Correlation

-25.1%-34.3% (2.2%)

Total impact €0.3m

Volatility

n/a

n/a

Financial liabilities at fair value through profit or loss

Structured debt instruments

Correlation

n/a

n/a

Volatility

n/a

n/a

Table 14.1.H Notes on range and sensitivity of unobservable market inputs (Level 3) at 31/12/2019

Significant unobservable market inputs

Range (weighted average)

Sensitivity

Assets

Derivatives

Structured products derivatives

Options

Correlation

-19% - 20% (1%)

Total impact €0.3m

Volatility

13% - 18% (16%)

Total impact €0.4m

Equity swaps

Correlation

-13% - 15% (2%)

Total impact €0.1m

Volatility

n/a

n/a

Financial assets at fair value through profit or loss

Interest rates

-6% - 12% (1%)

Change of 1% - change of €0.0m

Debt instruments: company cumprefs (shareholdings)

Discount rates

-6% - 12% (1%)

Change of 1% - change of €0.0m

Liabilities

Derivatives

Structured products derivatives

Options

Correlation

-23% - 26% (1%)

Total impact €0.8m

Volatility

n/a

n/a

Financial liabilities at fair value through profit or loss

Structured debt instruments

Correlation

n/a

n/a

Volatility

n/a

n/a



Risk management

154

14.2Financial instruments at amortised cost

Table 14.2 shows the carrying amount and fair value of financial instruments at amortised cost, with the exception of line items Cash and cash equivalents and balances at central banks, Other assets and Other liabilities. For these financial instruments the carrying amount is a reasonable approximation of the fair value.

The value of financial instruments at amortised cost is taken as the amount for which the instrument could be exchanged in a commercial transaction between willing parties, other than in a forced or liquidation sale. If there is an active market, we use the market value to determine the fair value. For financial instruments for which no market prices are available, the fair values shown in Table 14.2 are estimated on the basis of the present value or using other estimation or valuation methods.

Table 14.2 Financial instruments at amortised cost

31/12/2020

31/12/2019

Fair value

Carrying amount

Fair value

Carrying amount

Level

Valuation method

Significant observable and unobservable market inputs

Assets

 

Due from banks

210,420

210,584

297,444

297,556

2

Discounted cash flows using applicable money market rates

Interest rate and discount rate

Loans and advances to the public and private sectors

8,652,262

8,448,326

8,855,716

8,597,894

3

Discounted cash flows using current market fees for comparable loans and taking into account the creditworthiness of the counterparty

Interest rate, discount rate and counterparty credit risk

Other financial assets at amortised cost

457,808

448,518

442,305

425,606

1

Quoted prices in active markets

-

Liabilities

Due to banks

500,796

501,129

141,715

141,715

2

Discounted cash flows using applicable money market rates for liabilities

Interest rate and discount rate

Public and private sector liabilities

10,210,451

10,141,109

9,607,892

9,545,095

3

Discounted cash flows using applicable money market rates for liabilities with a comparable term to maturity, taking account of own credit risk

Interest rate, discount rate and own credit risk

Issued debt securities

1,474,494

1,469,897

1,550,831

1,545,109

1

Quoted prices in active markets

Interest rate and discount rate

Subordinated loans

225,531

172,479

222,483

173,090

3

Discounted cash flows using applicable money market rates for debt instruments with a comparable term to maturity, taking account of own credit risk

Interest rate, discount rate and own credit risk



Notes to the consolidated statement of financial position

155

NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER

(€1,000)

1. Cash and cash equivalents and balances at central banks

2020

2019

Total

2,227,803

1,417,164

Cash

33

32

Balances at central banks

2,099,782

1,243,932

Statutory reserve deposits at central banks

14,647

14,425

Amounts due from banks

113,341

158,776

Impairments

0

-1

The increase in Balances at central banks is mainly explained by the funding obtained under the TLTRO III programme (€400 million) and the increase of Public and private sector liabilities. See note 15 (Due to banks) for more information.

Statutory reserve deposits comprise balances at central banks within the scope of the minimum reserves requirement. We cannot use these balances in our day-to- day operations.

Reconciliation with consolidated statement of cash flows

2020

2019

Changes

Cash and cash equivalents

2,227,803

1,417,164

810,639

Due from banks, available on demand

28,841

75,594

-46,753

Due to banks, available on demand

-32,614

-56,377

23,763

Due from/to banks, available on demand, net

-3,773

19,217

-22,990

Total

2,224,030

1,436,381

787,649

2. Financial assets from trading activities

2020

2019

Total

61,678

49,263

Debt instruments

Structured debt instruments

4,502

4,152

Total debt instruments

4,502

4,152

Equity instruments

Shares, listed

56,697

44,648

Shares, unlisted

480

463

Total equity instruments

57,177

45,111

3. Due from banks

2020

2019

Total

210,584

297,556

Deposits

164,953

206,975

Receivables arising from unsettled securities transactions

28,841

75,594

Loans and advances

16,790

14,987

Impairments

-1

Deposits include a total of €154.1 million
(2019: €174.3 million) serving as collateral for
liabilities arising from derivatives transactions.



Notes to the consolidated statement of financial position

156

4. Derivatives

At 31 December 2020

Asset

Liability

Contract amount

Total

376,702

488,802

10,048,314

Derivatives used for trading purposes

Currency derivatives

146

137

13,663

Equity derivatives

63

97

160

Client option positions

45,172

43,849

45,172

Total derivatives used for trading purposes

45,381

44,083

58,995

Derivatives used for hedge accounting purposes

Derivatives: fair value hedge accounting

123,730

126,386

3,865,360

Derivatives: portfolio fair value hedge accounting

-508

82,900

1,693,000

Derivatives: cash flow hedge accounting

365

20,665

100,000

Total derivatives used for hedge accounting purposes

123,587

229,951

5,658,360

Other derivatives

Economic hedges

20,003

17,955

119,329

Structured product derivatives

187,731

196,813

4,211,630

Total other derivatives

207,734

214,768

4,330,959

At 31 December 2019

Asset

Liability

Contract amount

Total

367,279

449,826

11,653,638

Derivatives used for trading purposes

Currency derivatives

133

129

11,141

Equity derivatives

172

961

1,133

Client option positions

30,994

28,256

30,994

Total derivatives used for trading purposes

31,298

29,345

43,267

Derivatives used for hedge accounting purposes

Derivatives: fair value hedge accounting

103,864

97,312

3,454,540

Derivatives: portfolio fair value hedge accounting

2,076

96,745

2,090,000

Derivatives: cash flow hedge accounting

20,687

100,000

Total derivatives used for hedge accounting purposes

105,940

214,744

5,644,540

Other derivatives

Economic hedges

1,376

4,119

130,609

Structured product derivatives

228,665

201,617

5,835,223

Total other derivatives

230,041

205,736

5,965,831

We use derivatives for both trading and hedging purposes.

Note 4, Derivatives shows both the positive and negative market values of the derivatives, as well as their notional values.

The following types of interest rate derivatives are used:

Interest rate swaps;

Interest rate options.

The following types of currency derivatives are used:

Currency options;

FX forwards.

The following types of equity derivatives are used:

Equity forwards;

Futures;

Long and short structured product options;

Equity swaps.

Inflation-linked swaps and swaptions are also used.



Notes to the consolidated statement of financial position

157

We use interest rate swaps and inflation-linked swaps as hedging instruments in our hedge accounting.

Ineffectiveness of derivatives for hedge accounting purposes

2020

2019

Fair value

Ineffective

Fair value

Ineffective

Total

-106,364

820

-108,804

-686

Fair value hedge accounting model

-2,657

465

6,552

326

Portfolio fair value hedge accounting model

-83,407

355

-94,668

-1,012

Cash flow hedge accounting model

-20,300

-20,687

The total ineffectiveness of fair value hedges at year-end 2020 was €0.8 million (2019: €0.7 million negative), comprising €28.9 million in negative value changes in hedging instruments (2019: €56.0 million negative) and positive changes in the value of the hedged items of €29.7 million (2019: €55.4 million).


Hedged items in cash flow hedge accounting by term at 31/12/2020

Within 1 year

1 to 3 years

3 to 5 years

5 years and longer

Total

-14,568

Cash inflow

Cash outflow

-14,568

Hedged items in cash flow hedge accounting by term at 31/12/2019

Within 1 year

1 to 3 years

3 to 5 years

5 years and longer

Total

-15,221

Cash inflow

Cash outflow

-15,221



Notes to the consolidated statement of financial position

158

5. Financial assets at fair value through profit or loss

2020

2019

Total

290,987

321,509

Debt instruments

Government paper and government-guaranteed paper

25,332

27,932

Sovereign, supranationals and agencies (SSA) bonds

62,759

62,638

Banks and financial institutions, listed

1,351

19,458

Covered bonds

35,821

79,470

Puttable investment funds

117,567

87,385

Company cumprefs (shareholdings) (FVPL mandatory)

2,227

2,024

Total debt instruments

245,057

278,906

Equity instruments (FVPL mandatory)

Shares, listed

9,088

Shares, unlisted

45,930

33,515

Total equity instruments

45,930

42,603

All financial assets at fair value through profit or loss are designated at fair value through profit or loss on initial recognition with the exception of puttable investment funds, company cumprefs (shareholdings) and equity instruments.

The maximum credit risk to which we were exposed in the reporting period is equal to the carrying amount.


Changes in financial assets at fair value through profit or loss

2020

2019

At 1 January

321,509

218,583

Purchases

123,982

162,111

Sales

-42,701

-56,129

Redemptions

-113,797

-18,050

Value changes

3,450

15,294

Other changes

-1,456

-298

At 31 December

290,987

321,509



Notes to the consolidated statement of financial position

159

6. Financial assets at fair value through other comprehensive income

2020

2019

Fair value

Face value

Fair value

Face value

Total

2,576,063

2,520,600

2,384,261

2,335,985

Debt instruments

Government paper and government-guaranteed paper

633,251

616,650

539,189

524,500

Sovereign, supranationals and agencies (SSA) bonds

522,013

506,662

454,305

440,556

Banks and financial institutions, listed

24,731

24,700

Covered bonds

1,007,503

988,670

928,015

914,155

Asset-backed securities

351,968

349,098

385,661

381,604

Companies, listed

61,328

59,520

52,362

50,470

Total debt instruments

2,576,063

2,520,600

2,384,261

2,335,985

Changes in gross carrying amount of Financial assets at fair value through other comprehensive income

Stage 1

At 1 January 2020

2,335,985

Additions or releases without transfer

-291,985

New financial assets originated or purchased

476,600

At 31 December 2020

2,520,600

Changes in gross carrying amount of Financial assets at fair value through other comprehensive income

Stage 1

At 1 January 2019

1,798,601

Additions or releases without transfer

326,184

New financial assets originated or purchased

211,200

At 31 December 2019

2,335,985

Changes in Financial assets at fair value through other comprehensive income

2020

2019

At 1 January

2,384,261

1,803,584

Purchases

502,135

1,139,837

Sales

-51,680

-150,296

Redemptions

-255,476

-418,551

Value changes

9,497

17,682

Other changes

-12,674

-7,995

At 31 December

2,576,063

2,384,261

The loss allowance for financial assets at fair value through other comprehensive income is recognised in Other comprehensive income and does not reduce the carrying amount of the financial asset.




Notes to the consolidated statement of financial position

160

7. Loans and advances to the public and private sectors

2020

2019

Total

8,448,326

8,597,894

Mortgage loans

6,324,624

6,287,753

Loans

1,306,949

1,349,692

Current accounts

390,815

547,762

Securities-backed loans and settlement claims

297,418

313,130

Subordinated loans

199

579

Value adjustments fair value hedge accounting

192,398

162,746

Impairments

-64,075

-63,768

Impairments

2020

2019

Total

-64,075

-63,768

Mortgage loans

-4,756

-8,027

Current accounts

-32,157

-28,783

Other loans and advances

-27,163

-26,958

Impairments on Loans and advances to the public and private sectors amounted to €64.1 million at year-end 2020 (2019: €63.8 million). For more information, see "Risk management", under 2.8, Loss allowance for expected credit loss.

We have provided our clients with the option of moratorium arrangements in response to the Covid-19 crisis. Few clients have made use of these arrangements.

Changes in gross carrying amount of Loans and advances to the public and private sectors

Stage 1

Stage 2

Stage 3

Total

At 1 January 2020

8,205,162

1,022,094

242,334

9,469,589

Additions or releases without transfer

-1,274,663

-456,442

-74,150

-1,805,255

Transfer to Stage 1

613,657

-615,869

-5,161

-7,373

Transfer to Stage 2

-1,104,905

1,112,705

-9,894

-2,094

Transfer to Stage 3

-23,116

-19,895

42,867

-144

New financial assets originated or purchased

1,690,513

1,690,513

Amounts written off

-3,220

-3,220

At 31 December 2020

8,106,648

1,042,593

192,776

9,342,017

Changes in gross carrying amount of Loans and advances to the public and private sectors

Stage 1

Stage 2

Stage 3

Total

At 1 January 2019

7,559,491

1,399,661

336,236

9,295,388

Additions or releases without transfer

-567,299

-833,749

-79,078

-1,480,126

Transfer to Stage 1

1,032,935

-1,039,654

-4,373

-11,092

Transfer to Stage 2

-1,484,481

1,544,877

-61,628

-1,232

Transfer to Stage 3

-40,850

-49,042

89,084

-808

New financial assets originated or purchased

1,705,367

1,705,367

Amounts written off

-37,907

-37,907

At 31 December 2019

8,205,162

1,022,094

242,334

9,469,589

We acquired no significant financial or non-financial assets during the year through the seizure of collateral held as security (2019: nil). In general, the policy is to dispose of these assets within a reasonably short period. The proceeds are used to redeem the outstanding amount.

See “Risk management” (under 2, Credit risk) for more information about Loans and advances to the public and private sectors.



Notes to the consolidated statement of financial position

161

8. Other financial assets at amortised cost

2020

2019

Fair value

Face value

Fair value

Face value

Total

448,518

440,293

425,606

412,000

Debt instruments

Government paper and government-guaranteed paper

227,781

220,300

211,729

200,000

Banks and financial institutions, listed

172,047

172,000

213,905

212,000

Covered bonds

29,882

29,200

Asset-backed securities

18,820

18,793

Impairments

-12

-28

Changes in gross carrying amount of Other financial assets at amortised cost

Stage 1

At 1 January 2020

412,000

Additions or releases without transfer

-39,999

New financial assets originated or purchased

68,292

At 31 December 2020

440,293

Changes in gross carrying amount of Other financial assets at amortised cost

Stage 1

At 1 January 2019

532,000

Additions or releases without transfer

-120,000

At 31 December 2019

412,000

Changes in Other financial assets at amortised cost

2020

2019

At 1 January

425,606

554,209

Purchases

81,436

Redemptions

-51,855

-120,000

Value changes

16

6

Other changes

-6,684

-8,608

At 31 December

448,518

425,606

9. Investments in associates using the equity method

Changes in associates using the equity method

2020

2019

At 1 January

52,452

54,071

Acquisitions and contributions

15,056

4,447

Sales and repayments

-2,217

-15,311

Income from associates

12,398

13,469

Impairments

87

Dividend received

-5,572

-4,516

Other changes

85

206

At 31 December

72,202

52,452

All associates valued using the equity method are unlisted investments.





Notes to the consolidated statement of financial position

162

10. Property and equipment

2020

2019

Total

90,317

102,521

Buildings

28,670

31,517

Right-of-use – buildings

42,975

51,648

Right-of-use – transport equipment

7,765

7,318

IT, operating system software and communications equipment

4,592

5,168

Other assets

6,315

6,840

Work in progress

30

The total value of Property and equipment fell from €102.5 million to €90.3 million at year-end 2020, mainly due to depreciation on Right-of-use assets – buildings. The decrease in Buildings is due to the sale of a building with carrying amount of €3.5 million, with the realised profit of €2.3 million recognised in the statement of income.

The acquisition of Hof Hoorneman Bankiers increased the carrying amount of Buildings by €1.8 million. Lease liabilities amounted to €52.3 million at year-end 2020 (2019: €60.5 million) and are included in Other liabilities.


Changes in property and equipment 2020

Buildings

Right-of-use – buildings

Right-of-use – transport equipment

IT, operating system software and communications equipment

Other assets

Work in progress

Total

At 1 January

31,517

51,648

7,318

5,168

6,840

30

102,521

Capital expenditure

168

676

524

1,368

Additions

2,815

3,533

2,883

895

10,126

Disposals

-3,643

-3,643

Capitalisation of investments

-30

-30

Depreciation

-2,186

-9,802

-3,823

-3,454

-1,420

-20,685

Other

453

213

-6

660

At 31 December

28,670

42,975

7,765

4,592

6,315

90,317

Historical cost

51,602

61,831

15,232

61,362

24,215

214,242

Accumulated depreciation and impairments

-22,932

-18,856

-7,467

-56,770

-17,900

-123,925

Net carrying amount at 31 December

28,670

42,975

7,765

4,592

6,315

90,317

Changes in property and equipment 2019

Buildings

Right-of-use – buildings

Right-of-use – transport equipment

IT, operating system software and communications equipment

Other assets

Work in progress

Total

At 31 December 2018

35,465

5,453

7,214

106

48,238

Impact of adopting IFRS 16

59,108

7,752

66,860

At 1 January

35,465

59,108

7,752

5,453

7,214

106

115,098

Capital expenditure

668

3,141

2,196

9

6,014

Additions

1,594

3,210

4,804

Disposals

-2,397

-2

-2,399

Capitalisation of investments

-85

-85

Depreciation

-2,219

-9,055

-3,644

-3,424

-2,564

-20,906

Other

-6

-6

At 31 December

31,517

51,647

7,318

5,168

6,840

30

102,521

Historical cost

71,807

60,702

10,962

60,224

23,737

30

227,462

Accumulated depreciation and impairments

-40,290

-9,055

-3,644

-55,056

-16,897

-124,942

Net carrying amount at 31 December

31,517

51,648

7,318

5,168

6,840

30

102,521



Notes to the consolidated statement of financial position

163

11. Goodwill and other intangible assets

2020

2019

Total

155,007

141,311

Goodwill

103,057

95,247

Other intangible assets

51,950

46,064

The carrying amounts of goodwill arising from acquisitions in earlier years and other intangible assets are given in the table above.

Changes in goodwill and other intangible assets 2020

Goodwill

Client bases

Brand
names

Application
software

Total

At 1 January

95,247

37,509

5,366

3,189

141,311

Additions

7,810

12,513

63

20,386

Amortisation

-4,770

-767

-1,154

-6,691

Impairments

At 31 December

103,057

45,252

4,599

2,099

155,007

Historical cost

103,057

63,713

15,330

62,560

244,660

Accumulated amortisation and impairments

-18,461

-10,731

-60,461

-89,653

Net carrying amount at 31 December

103,057

45,252

4,599

2,099

155,007

Changes in goodwill and other intangible assets 2019

Goodwill

Client bases

Third-party
distribution
channels

Brand
names

Application
software

Total

At 1 January

130,247

42,280

6,132

4,424

183,083

Additions

167

167

Amortisation

-4,770

-767

-1,402

-6,939

Impairments

-35,000

-35,000

At 31 December

95,247

37,509

5,366

3,189

141,311

Historical cost

130,247

51,200

4,899

15,330

62,497

264,173

Accumulated amortisation and impairments

-35,000

-13,691

-4,899

-9,965

-59,308

-122,863

Net carrying amount at 31 December

95,247

37,509

5,366

3,189

141,311

The accumulated impairments on goodwill amounted to €88 million at 31 December 2020 (2019: €88 million) and have been deducted from the historical cost. The

additions to Goodwill and Client bases are due to the

acquisition of Hof Hoorneman Bankiers in the Netherlands in 2020; see “Business combinations in 2020”.


We have defined six CGUs, namely Private Banking, Evi, Asset Management, Merchant Banking, Other and Non-strategic investments. These correspond to our operating segments (see section on segment information) except for the Other activities segment, which is split between Other and Non-strategic investments. For impairment testing, goodwill was allocated to Private Banking, Asset Management, Merchant Banking and Non-strategic investments. The goodwill in Non-strategic investments relates to our subsidiary Holowell. Goodwill from the acquisition of Hof Hoorneman Bankiers (€7.8 million) was allocated to CGU Private Banking.



At half-year 2020, we performed a goodwill impairment trigger analysis to determine whether the Covid-19 crisis is an impairment trigger for one or more of our CGUs. We concluded that a goodwill impairment test for the CGU Merchant Banking was necessary. For the CGUs Asset Management, Private Banking and Non-strategic investments the analysis showed that no impairment test was needed. The impairment test performed did not result in a goodwill impairment for Merchant Banking at half-year 2020.



Notes to the consolidated statement of financial position

164

In 2020, the Structured Products team was transferred from Merchant Banking to our Treasury department (part of the Other activities segment) in anticipation of the most recent strategic update and given the risk profile and complexity of the structured products activities. This transfer, which is in line with our most recent strategic update, has implications for our reporting structure. The results of the structured products activities will no longer be reported as part of Merchant Banking (Securities) but as part of the Other activities segment. As Van Lanschot Kempen’s CGU structure is based on its reporting structure, we analysed whether goodwill should be reallocated to the units affected. It was determined that no goodwill should be reallocated to CGU Other.

The impact of the current economic crisis as a result of the Covid-19 pandemic on the performance of the CGUs with allocated goodwill has been limited during 2020. Private Banking's activities are performing in line with expectations. This segment's operating profit before tax decreased mainly as a result of lower interest income and an addition to loan loss provisions (compared with a release in 2019). The net inflow of assets under management was historically high. Asset Management's operating profit before tax increased compared with the previous year and higher client assets were driven by net inflows and positive market performance.  Merchant Banking's performance was in line with expectations.


Allocation of goodwill to CGUs (based on segments)

2020

2019

Total

103,057

95,247

Private Banking

9,505

1,695

Asset Management

49,292

49,292

Merchant Banking

41,293

41,293

Non-strategic investments

2,967

2,967

Van Lanschot Kempen performed its annual impairment test on the goodwill arising from acquisitions in earlier years. To determine whether an impairment is necessary, the recoverable amount of each CGU is compared with its carrying amount. The recoverable amount is calculated on the basis of value in use. This calculation uses cash flow projections for each CGU for a five-year period. These projections are based on the current year and on the financial estimates for the years 2021 until 2025 used by management in its strategic forecast as per end of 2020. For the period after the explicit projections per CGU, the growth rate is set at the long-term market growth rate of 1.0%. This growth rate applies to all CGUs, as in the long term all CGUs will be impacted by the same economic market developments. The rate is based on our own projections and on wealth management market projections by market experts.

Management has compared the main assumptions against market forecasts and expectations. Cash flow estimates are based on our strategic plans and potential future trends. Events and factors that could have a significant impact on the estimates include stock and bond market developments, effects of mergers and acquisitions, competitive conditions, client behaviour and changes in the client base, cost structure, trends in interest rates and risks, and other circumstances specific to the industry and sector. Cash flows are discounted using a cost of equity for each CGU which reflects the risk-free interest rate, supplemented with a surcharge for the market risk exposure of the CGU.

The weighted average cost of capital (WACC) is used as the discount rate for the cash flows in the impairment test for Non-strategic investments.

CGU

Discount rate before tax %

Discount rate after tax %

2020

2019

2020

2019

Private Banking

8.5

8.6

6.4

6.7

Asset Management

10.8

9.6

8.1

7.5

Merchant Banking

12.3

10.9

9.2

8.5

Non-strategic investments

13.4

11.2

10.1

9.1

The impairment test performed in 2020 did not result in goodwill impairments. The model uses two baseline scenarios. For the CGUs with allocated goodwill, a sensitivity analysis was also carried out, focusing particular attention on changes in long-term growth, the discount rate and the long-term EBIT margin. This analysis is captured in the sensitivity table below and underlines our conclusion that no impairment is needed.

In addition, an annual test is carried out for indications of impairment of other intangible assets with a finite useful life. For the line item Client bases, movements in the number of clients are assessed. The useful life tests carried out in 2020 provided no indication of a need for further examination, nor of impairments.





Notes to the consolidated statement of financial position

165

Sensitivity analysis

Change required in each key assumption for headroom to equal zero

Headroom

Long-term growth

Discount rate

Long-term EBIT margin

Private Banking

176,345

(2)%

2%

(5)%

Asset  Management

324,935

(652)%

25%

(28)%

Merchant Banking

79,332

(19)%

9%

(27)%

2021

2022

2023

2024

2025

2026-32

Expected amortisation of intangible assets

7,864

7,424

6,614

6,294

3,973

19,782

12. Tax assets

2020

2019

Total

23,155

18,566

Current tax assets

6,842

994

Deferred tax assets

16,313

17,573

Changes in deferred taxes 2020

At 1 January 2020

Acquisition subsidiary

Through
statement
of income

To equity

Tax rate
adjustments

At 31 December 2020

Deferred tax assets

Employee benefits

8,631

-413

2,703

836

11,757

Property and equipment

1,736

345

-1,403

-244

161

595

Lease liabilities – buildings

10,710

-1,921

257

1,691

10,737

Lease liabilities – transport equipment

1,271

-916

1,261

205

1,821

Intangibles

105

105

Derivatives

4,218

-4

642

4,856

Loss available for set-off

3,832

-274

-285

3,273

Commission

249

-54

195

Other

3,241

363

-1,615

287

2,276

Total deferred tax assets before offsetting

33,887

450

-4,618

2,073

3,822

35,614

Offsetting deferred tax assets

-19,301

Total deferred tax assets after offsetting

16,313

Deferred tax liabilities

Property and equipment

1,189

300

-1,034

-242

137

350

Right-of-use assets – buildings

10,813

-2,452

257

1,620

10,238

Right-of-use assets – transport equipment

1,262

-933

1,259

223

1,811

Intangible assets

2,354

3,128

-303

402

5,581

Investment portfolio

507

463

77

1,047

Other

234

145

379

Total deferred tax liabilities before offsetting

16,359

3,428

-4,722

1,882

2,459

19,406

Offsetting deferred tax assets

-19,301

Total deferred tax liabilities after offsetting

105




Notes to the consolidated statement of financial position

166

Changes in deferred taxes 2019

At 31 December 2018

Effect of
changes in
accounting
policies

At 1 January 2019

Through
statement
of income

To equity

Tax rate
adjustments

At 31 December 2019

Deferred tax assets

Employee benefits

6,585

6,585

-384

2,131

299

8,631

Property and equipment

2,301

-568

1,733

-31

34

1,736

Lease liabilities – buildings

12,163

12,163

-2,155

702

10,710

Lease liabilities – transport equipment

1,222

1,222

-44

93

1,271

Derivatives

3,483

3,483

501

233

4,218

Loss available for set-off

11,881

11,881

-7,940

-110

3,832

Commission

203

203

46

249

Other

3,433

3,433

856

-1,153

105

3,241

Total deferred tax assets before offsetting

27,886

12,816

40,702

-9,651

1,480

1,357

33,887

Offsetting deferred tax assets

-16,316

Total deferred tax assets after offsetting

17,573

Deferred tax liabilities

Property and equipment

1,633

1,633

-542

98

1,189

Right-of-use assets – buildings

11,595

11,595

-1,553

771

10,813

Right-of-use assets – transport equipment

1,222

1,222

-53

93

1,262

Intangible assets

2,588

2,588

-266

31

2,354

Investment portfolio

-790

-790

1,270

28

507

Other

111

111

124

234

Total deferred tax liabilities before offsetting

3,542

12,817

16,358

-2,414

1,393

1,021

16,359

Offsetting deferred tax assets

-16,316

Total deferred tax liabilities after offsetting

43


A proportion of the deferred tax assets depends on future taxable profits. Tax losses incurred can be offset against taxable profits in future years. Based on the most recent forecast, it is likely that the existing tax losses can be offset well before expiry. The non-current portion of deferred tax assets that is expected to be recovered or settled after more than 12 months amounts to €7.9 million. See Note 34, Income tax, for more information.


Tax losses to be offset

Financial year

Amount

Final year for

offsetting

2015

5,925

indefinitely

2016

4,360

indefinitely

2017

736

indefinitely

2018

1,457

indefinitely

2019

613

indefinitely

2020

The total amount of tax losses is recognised as a deferred tax asset based on the prevailing tax rate. The losses of 2015 through 2019 arose from the permanent establishment in Belgium. As Belgium does not apply a time limit for offsetting losses, they can be carried forward indefinitely. In 2020, a loss amount of €1.1 million was set off against the current year result.



Notes to the consolidated statement of financial position

167

2020

2019

Unrecognised losses

9,499

20,940

Unrecognised losses are losses for which it is not probable that future taxable profit will be available against which the unused tax losses can be utilised. The decrease in unrecognised losses is mainly the result of the liquidation of NNE BV.


13. Other assets

2020

2019

Total

167,684

143,469

Interest receivable

19,871

19,534

Commission receivable

48,260

44,305

Transitory items

62,627

44,178

Assets acquired through foreclosures

190

Inventories

917

1,078

Other

36,009

34,185

Inventories are related to the non-strategic investments. For better presentation of the other assets categories, commissions receivable are reclassified from transitory items and other. Comparative figures have been adjusted accordingly.



14. Financial liabilities from trading activities

2020

2019

Total

26

2,150

Equity instruments

Shares, listed

26

2,150

Total equity instruments

26

2,150

15. Due to banks

2020

2019

Total

501,129

141,715

Deposits

68,516

85,338

Payables arising from unsettled securities transactions

23,297

14,847

Loans and advances drawn

9,316

41,530

Special loans from ECB

400,000

Special loans from the ECB consist of funding obtained under the targeted longer-term refinancing operations III programme (TLTRO III). The programme is a voluntary initiative of the ECB aimed at providing long-term funding to banks on attractive terms, with the aim of easing the credit conditions of the private sector and boosting bank lending to business. In respons to COVID-19, in Decision (EU) 2020/614 of 30 April 2020 the ECB provided for an additional temporary reduction in interest rates applied to all TLTROs-III under certain conditions which resulted in the funding containing a below-market rate of interest component. The TLTRO III loans are accounted for as a financial liability under IFRS 9 (at amortised cost), and collateralised by eligible securities. This programme has a maturity of three years with an optional redemption each quarter from September 2021 onwards. The interest rate is fixed at the end of maturity or at early redemption. The

benefit of the below-market rate of interest is accounted for in accordance with IFRS 9 and is included in the calculated effective interest rate of the loan. This is recognised in the income statement under "Interest income calculated using the effective interest method" over the term of the TLTRO III loans. Based on the current information, we expect to meet the eligibility criteria and thus receive the forecasted below-market rate of interest.



Notes to the consolidated statement of financial position

168

16. Public and private sector liabilities

2020

2019

Total

10,141,109

9,545,095

Savings

3,129,519

2,994,800

Deposits

132,617

161,502

Current accounts

6,510,092

5,988,483

Other client assets

366,837

398,402

Value adjustments fair value hedge accounting

2,044

1,908

17. Financial liabilities at fair value through profit or loss

2020

2019

Total

740,869

907,602

Unstructured debt instruments

35,882

47,936

Structured debt instruments

704,987

859,666

All financial liabilities at fair value through profit or loss are designated at fair value through profit or loss on initial recognition.

We have issued debt instruments which are managed on the basis of fair value. The fair value is paid to the issuer on maturity date. Management believes that valuation at fair value through profit or loss applies, as this largely eliminates or reduces inconsistencies in valuation and disclosure, and performance is assessed on the basis of fair value.

Financial liabilities at fair value through profit or loss include non-structured debt instruments such as floating-rate notes and fixed-rate notes, and structured debt instruments such as index guarantee notes and trigger notes. Our own credit risk in the reporting year fell by €7.6 million (2019: down €5.6 million), reflecting a decrease of €5.9 million on the back of our own credit quality, together with a reduction of €1.7 million for the passage of time and for changes in the notional amount. The cumulative change in the fair value of Financial liabilities at fair value through profit or loss which can be allocated to the changes in own credit risk amounted to a total increase of €1.1 million (2019: €8.7 million).

18. Issued debt securities

2020

2019

Total

1,469,897

1,545,109

Covered bonds

1,409,034

1,491,490

Floating-rate notes

16,263

17,605

Value adjustments fair value hedge accounting

44,601

36,014

Issued debt securities comprise debt instruments with interest rates that are either fixed or variable, in so far as not subordinated. Of these debt securities, €16.3 million becomes payable on demand in 2021 (2020: nil).

Face value versus carrying amount

The value adjustment of debt securities as a result of hedge accounting is recognised under the line item Issued debt securities.

Face value versus carrying amount of issued debt securities at 31/12/2020

Face value

Value adjustments
fair value hedge
accounting

Premium/discount

Carrying amount

Total

1,430,603

44,601

-5,306

1,469,897

Covered bond

1,414,360

44,601

-5,326

1,453,635

Floating-rate notes

16,243

20

16,263

Face value versus carrying amount of issued debt securities at 31/12/2019

Face value

Value adjustments
fair value hedge
accounting

Premium/discount

Carrying amount

Total

1,514,573

36,014

-5,478

1,545,109

Covered bond

1,497,050

36,014

-5,560

1,527,504

Floating-rate notes

17,523

82

17,605



Notes to the consolidated statement of financial position

169

19. Provisions

2020

2019

Total

64,586

49,597

Provisions for pensions

49,030

39,841

Provision for long-service benefits

3,335

2,552

Provision for restructuring

3,319

3,426

Provision for interest rate derivatives recovery framework

200

184

Provision for financial guarantees and loan commitments

358

76

Other provisions

8,344

3,518

Compared with 2019, provisions increased by €15.0 million, mainly due to the provision for pensions and a provision for interest payments in response to a ruling by the Dutch Financial Services Complaints Authority (Kifid).

We operate a number of employee schemes under which participants receive payments or benefits after they retire. Specifically, there is a pension scheme and a discount scheme for mortgage interest rates, as well as a long-service benefits scheme.

The following defined benefit schemes were valued for the purpose of the 2020 financial statements:

Van Lanschot Kempen employees were eligible for discounted mortgage interest rates. Entitlement to this discount continued beyond retirement from active service. This plan was closed to new entrants after 2015.

The long-service benefits depend on the number of years of service.

The early retirement plan concerns a limited number of employees who were working at the Belgian branch. The outstanding amount is diminishing as this plan has been terminated.

Both a defined contribution scheme and a defined benefit scheme are in place for employees working at the Belgian branch. The pensionable salary for the defined benefit scheme is taken as the average basic salary over the last five years of service. The pension capital is insured with UKZT (Uitgesteld Kapitaal Zonder Tegenverzekering). The accompanying term life assurance is funded from risk premiums. The defined contribution pension plans have been set up according to the Belgian method of defined contributions but do not fulfil all the criteria of a defined contribution pension plan according to IAS 19. For this reason, the defined contribution pension plans are treated as a defined benefit plan in the consolidated financial statements.

Until year-end 2019, Kempen operated an average salary scheme under which 1.875% of the pensionable salary – salary less state pension offset, with an annual ceiling of €41,232 – was accrued for each year of service and which was based on a retirement age of 68. The surviving dependants’ pension was insured on a risk basis.

The pension plans of F. van Lanschot Bankiers (Schweiz) have been set up according to the Swiss method of defined contributions but do not fulfil all the criteria of a defined contribution pension plan according to IAS 19. For this reason, the Swiss pension plans are treated as defined benefit plans in the consolidated financial statements.

Only within a Kempen pension scheme, plan assets fund the obligations (i.e. the scheme is funded). The other schemes are unfunded; payments in any year are made directly by Van Lanschot Kempen.

The pension schemes have been placed with insurers and a pension institution, which are responsible for the pension administration, risk insurance and communication of legal documents to employees who are scheme members. Decisions on and changes to pension scheme content are taken by an internal pensions committee. Where applicable, in the Netherlands the Works Council is consulted for its opinion and/or consent.


The pension schemes of Kempen and Van Lanschot were adjusted and replaced from 1 January 2020 by a single new plan. The new scheme is an individual defined contribution scheme. The former Van Lanschot scheme is classified as a collective defined contribution scheme, and the change of scheme has no impact from an accounting perspective. With the former Kempen scheme classified as defined contribution with guaranteed indexation, the termination of this scheme does have an impact, as the future accrual of entitlements in this plan will cease. This impact of €1.2 million has been processed as a plan amendment and was directly charged to the profit and loss account in the 2019 figures. Because there is still an obligation to pay guarantee costs and to provide indexation on the accrued pension benefits, the remainder of the provision (€35.0 million) stays on the balance sheet. As it has no legally enforceable right to use the surplus in plan assets for settling the obligations for indexation and guarantee costs, Van Lanschot Kempen applies an asset ceiling to the relevant assets in the pension scheme.

The defined benefit obligations are calculated using the projected unit credit method.



Notes to the consolidated statement of financial position

170

Obligations/assets included in the statement of financial position by scheme at 31/12/2020

Pensions

Early retirement

Employee discounts

Long-service benefits

Defined benefit obligations

300,791

30

95

3,335

Fair value of plan assets

251,792

Surplus/deficit

-48,999

-30

-95

-3,335

Obligation at year-end

-48,999

-30

-95

-3,335

Obligations/assets included in the statement of financial position by scheme at 31/12/2019

Pensions

Early retirement

Employee discounts

Long-service benefits

Defined benefit obligations

266,206

45

96

2,552

Fair value of plan assets

226,411

Surplus/deficit

-39,795

-45

-96

-2,552

Obligation at year-end

-39,795

-45

-96

-2,552

Changes in defined benefit obligations for pension scheme

2020

2019

Defined benefit obligations at 1 January

266,206

213,343

Current service costs

2,527

5,442

Interest costs

2,879

4,204

Members' contributions

294

1,498

Gross benefits

-3,843

-2,923

Transfers

-553

-1,059

Discontinuation

-1,179

Remeasurements arising from changes in financial assumptions

30,019

51,506

Remeasurements arising from changes in demographic assumptions

1,761

Experience adjustments

1,677

-5,067

Effect of foreign exchange rates

-176

440

Defined benefit obligations at 31 December

300,791

266,206

At 31 December 2020, the weighted average duration of the defined benefit obligation was 24.4 years (2019: 24.5 years).

Changes in defined benefit obligations for early retirement scheme

2020

2019

Defined benefit obligations at 1 January

45

58

Current service costs

-15

-13

Defined benefit obligations at 31 December

30

45

Changes in defined benefit obligations for long-service benefits scheme

2020

2019

Defined benefit obligations at 1 January

2,552

2,352

Current service costs

156

142

Interest costs

13

33

Financial assumptions

450

120

Gross benefits

-37

-96

Experience adjustments

201

Defined benefit obligations at 31 December

3,335

2,552



Notes to the consolidated statement of financial position

171

Changes in fair value of pension plan assets

2020

2019

Fair value at 1 January

226,411

182,592

Expected return on plan assets

2,563

4,056

Financial assumptions

21,894

36,625

Employer's contribution

4,409

6,848

Employees' contribution

Gross benefits

-3,543

-2,923

Transfers

-553

-786

Effect of foreign exchange rates

611

Fair value at 31 December

251,792

226,411

Actual return on plan assets

24,457

40,680

Current service costs of pension scheme included in statement of income

2020

2019

Current service costs

2,527

5,442

Net interest income

2,879

4,204

Expected return on plan assets

-2,563

-4,056

Net costs

2,843

5,590

Current service costs of early retirement included in statement of income

2020

2019

Current service costs

-14

-13

Net costs

-14

-13

Current service costs of long-service benefits included in statement of income

2020

2019

Current service costs

156

142

Net interest income

13

33

Financial assumptions

450

120

Net costs

619

295

Plan assets by investment category

2020

2019

Fair value

%

Fair value

%

Total

251,792

100

226,411

100

Fixed income

171,995

68

146,320

65

Equities

51,508

20

46,093

20

Mixed funds

2,303

1

2,116

1

Real estate

7,044

3

8,598

4

Cash and cash instruments

-1,027

0

365

0

Other

19,970

8

22,919

10

At each reporting date, an asset/liability matching study is carried out by the pension fund’s asset manager, in which the consequences of the strategic investment policies are analysed. The strategic investment policies of the pension fund are bound by the maximum investment risk. The

maximum investment risk is linked to a strategic asset mix comprising 73% fixed income and 27% equity income investments, with a duration match of 75%. A bandwidth of 5% is in place. The other investment category consists of funds managed by an external pension fund manager.




Notes to the consolidated statement of financial position

172

The most significant actuarial assumptions made at the reporting date are as follows:

Assumptions

2020

2019

Actuarial interest rate pension

0.15% - 0.60%

0.10% - 1.10%

Actuarial interest rate employee discounts

0.0%

0.3%

Actuarial interest rate long-service benefits

0.20% - 0.20%

0.50% - 0.50%

Expected return on investments

0.15% - 0.60%

0.10% - 1.10%

Price inflation

1.75& - 2.00%

1.75% - 2.00%

General salary increase

1.00% - 1.75%

1.00% - 1.75%

Retirement age

64-68 years

64-68 years

The mortality rate is based on publicly available mortality tables for the relevant countries. For the calculations at 31 December 2020, the following mortality tables were used:

Kempen: the mortality tables as published by the Dutch Association of Actuaries (Prognosetafel AG2020);

Belgian branch: the mortality table as published by the Institute of Actuaries in Belgium (MR/FR) with an age correction of -3 years.

F. van Lanschot Bankiers (Schweiz): the mortality table as published by BVG (BVG 2015 GT).

For Kempen, a rise of ten basis points in the actuarial interest rate will lead to a decrease of 2.6% in the pension obligations and will have no effect on the current service

costs in the statement of income, as no future contributions are to be made due to the change in pension scheme.

For the Belgian branch, a reduction of 25 basis points in the actuarial interest rate will lead to an increase of 3.2% in the pension obligations and a rise of 25 basis points in the actuarial interest rate will lead to a decrease of 3.0% in the pension obligations.

For F. van Lanschot Bankiers (Schweiz), a reduction of 50 basis points in the actuarial interest rate will lead to an increase of 8.50% in the pension obligations and a rise of 50 basis points in the actuarial interest rate will lead to a decrease of -7.4% in the pension obligations.

History of changes in pension scheme
gains and losses

2020

2019

2018

2017

2016

Defined benefit obligations

300,791

266,206

213,343

207,094

199,811

Fair value of plan assets

251,792

226,411

182,592

176,818

187,526

Surplus/deficit

-48,999

-39,795

-30,751

-30,276

-12,285

Actuarial gains/losses on obligations

33,456

43,929

-3,811

-3,010

13,484

Actuarial gains/losses on investments

21,894

36,625

-3,230

120

16,734

Expected contributions for 2021

Pension obligations

Employee discounts

Long-service
benefits scheme

Total

2,084

4

233

Expected employer's contributions

1,790

4

233

Expected employees' contributions

294

Provision for restructuring

2020

2019

At 1 January

3,426

6,356

Withdrawals

-2,966

-6,011

Additions

2,859

3,081

At 31 December

3,319

3,426

Additions to the provision for restructuring are partly related to the acquisition of Hof Hoorneman Bankiers (€1.6 million).



Notes to the consolidated statement of financial position

173

Provision for interest rate derivatives recovery framework

2020

2019

At 1 January

184

1,025

Withdrawals

-202

-842

Additions

218

2

At 31 December

200

184

Other provisions

2020

2019

At 1 January

3,518

3,632

Withdrawals

-212

-1,178

Release

-79

-522

Additions

5,117

1,541

Other changes

45

At 31 December

8,344

3,518

Other provisions include provisions made for various legal claims and defined benefit obligations for employee discount schemes. The increase compared with last year is mainly due to a provision for interest payments in response to a ruling by the Dutch Financial Services Complaints Authority (Kifid) for an amount of €5.1 million, which is reasonable in range of an

estimated bandwidth of €5.0 – €5.5 million. An amount of €2.8 million has an expected maturity of one year or longer.




20. Tax liabilities                   

2020

2019

Total

1,060

792

Current tax liabilities

955

749

Deferred tax liabilities

105

43

21. Other liabilities

2020

2019

Total

212,973

187,306

Interest payable

17,164

20,872

Other accruals and deferred income

42,610

52,668

Lease liabilities

52,303

60,499

Other

100,896

53,268

Other liabilities comprise lease liabilities, income received to be credited to future periods and amounts payable such as accrued interest, payables, suspense accounts and unsettled items.

The increase in Other liabilities is partly due to the purchase price and contingent consideration regarding the acquisition of Hof Hoorneman Bankiers; see “Business combinations in 2020”.

Payments not included in lease liability measurement

2020

2019

Total

247

1,776

Leases of low value assets

532

638

Variable lease payments

-285

1,138

Interest expense on leases amounted to €0.8 million at year-end 2020 (2019: €0.9 million), and was recognised in the profit or loss under line item Other interest expense in Note 25, Net interest income.



Notes to the consolidated statement of financial position

174

22. Subordinated loans

2020

2019

Total

172,479

173,090

Certificates of indebtedness

155,570

155,986

Other subordinated loans

16,336

16,450

Value adjustments fair value hedge accounting

573

654

Amortised cost versus carrying amount

The value adjustment of subordinated loans used as hedged items is recognised under Subordinated loans.

Amortised cost versus carrying amount subordinated loans at 31/12/2020

Amortised cost

Value
adjustments
fair value hedge
accounting

Premium/
discount

Carrying
amount

Total

166,336

573

5,570

172,479

7.320% subordinated bond loan 08/33

25,000

956

25,956

7.218% subordinated bond loan 08/38

25,000

1,350

26,350

7.269% subordinated bond loan 08/43

50,000

3,264

53,264

3.396% subordinated bond loan 16/26

50,000

50,000

Other subordinated loans

16,336

573

16,909

Amortised cost versus carrying amount subordinated loans at 31/12/2019

Amortised cost

Value
adjustments
fair value hedge
accounting

Premium/
discount

Carrying
amount

Total

166,450

654

5,986

173,090

7.320% subordinated bond loan 08/33

25,000

1,080

26,080

7.218% subordinated bond loan 08/38

25,000

1,457

26,457

7.269% subordinated bond loan 08/43

50,000

3,449

53,449

3.396% subordinated bond loan 16/26

50,000

50,000

Other subordinated loans

16,450

654

17,104

The average coupon on the other subordinated loans in 2020 was 6.05% (2019: 6.05%).



Notes to the consolidated statement of financial position

175

23. Total equity

2020

2019

Total

1,356,096

1,316,570

Equity attributable to shareholders

Issued share capital

41,362

41,362

Treasury shares

-6,259

-10,007

Share premium reserve

323,719

323,719

Revaluation reserve

3,142

1,831

Actuarial results on defined benefit schemes

-45,511

-37,682

Currency translation reserve

763

872

Cash flow hedge reserve

-14,568

-15,221

Own credit risk reserve

-831

-6,819

Retained earnings

850,218

819,870

Postponed dividend

59,437

Other reserves

852,650

762,852

Undistributed profit (attributable to shareholders)

43,009

92,929

Total equity attributable to shareholders

1,254,481

1,210,853

Equity attributable to AT1 capital securities

AT1 capital securities

100,000

100,000

Undistributed profit attributable to AT1 capital securities

1,688

1,688

Total equity attributable to AT1 capital securities

101,688

101,688

Equity attributable to other non-controlling interests

Other non-controlling interests

-158

3,606

Undistributed profit attributable to other non-controlling interests

85

423

Total equity attributable to other non-controlling interests

-73

4,029

Share capital

2020

2019

Number

Value

Number

Value

Class A ordinary shares (nominal value €1)

41,361,668

41,362

41,361,668

41,362

Unissued shares

108,638,332

108,638

108,638,332

108,638

Authorised capital

150,000,000

150,000

150,000,000

150,000

Changes in share capital

2020

2019

Number

Value

Number

Value

At 1 January

41,361,668

41,362

41,361,668

41,362

Shares issued

Capital increase

61,379,658

61,380

Capital return

-61,379,658

-61,380

At 31 December

41,361,668

41,362

41,361,668

41,362

Share premium reserve

At an extraordinary general meeting of shareholders in

’s-Hertogenbosch on 9 October 2019, our shareholders approved the return of capital in the amount of €1.50 per share, as announced on 27 August 2019. The capital return paid on 23 December 2019 amounted to €61.4 million and was charged to the share premium reserve available for distribution. These transactions are exempt from dividend tax in the Netherlands.


All shares were paid up in cash. During the financial year Van Lanschot Kempen conditionally granted 46,696 depositary receipts for Class A ordinary shares. Van Lanschot Kempen holds 289,849 depositary receipts for Class A ordinary shares to meet open positions (2019: 440,895). For more information on share-based payments, see Note 30, Staff costs.




Notes to the consolidated statement of financial position

176

No option rights have been granted since 2008. By the end of 2020, board members held a total of 266,620 shares and depositary receipts for shares in Van Lanschot Kempen. Awards of unconditional shares and depositary receipts to

staff are linked to performance and employment contracts. For more information about share schemes for staff and the Statutory Board, see page 80.

Changes in reserves in 2020

Revaluation reserve
financial assets at
fair value through
other comprehensive
income

Actuarial
results on
defined
benefit
schemes

Currency
translation
reserve

Cash flow
hedge
reserve

Own credit
risk reserve

Retained
earnings

Postponed dividend

Total

At 1 January

1,831

-37,682

872

-15,221

-6,819

819,870

762,852

Net changes in fair value

1,311

653

1,964

Realised gains/losses through profit or loss

Net reversal of impairment (to profit or loss)

Value change own credit risk

5,987

5,987

Profit appropriation

33,492

59,437

92,929

Share plans

-2,433

-2,433

Actuarial results

-7,829

-7,829

Other changes

-109

-710

-819

At 31 December

3,142

-45,511

763

-14,568

-832

850,219

59,437

852,650

Tax effects

-540

3,164

638

-1,613

1,649

In 2021, the proposed dividend for 2020 was set at €0.70 per ordinary share. At the general meeting to be held on 27 May 2021, shareholders will be invited to approve the distribution of the dividend. If the general meeting approves the dividend proposal, we will pay out €0.20 in June and the remainder – in line with ECB and DNB advice – after 30 September 2021. Van Lanschot Kempen has postponed payment of its 2019 dividend, based on the recommendation

of the ECB and DNB. The Statutory and Supervisory Boards believe that the 2019 dividend (€1.45 per share) can be paid to our shareholders as soon as circumstances related to Covid-19 allow and on condition that we remain in compliance with our stated capital ratio targets, but also after 30 September 2021. The 2019 dividend to be paid amounts to €59.4 million and is included in Other reserves.

Changes in reserves in 2019

Revaluation reserve
financial assets at
fair value through
other comprehensive
income

Actuarial
results on
defined
benefit
schemes

Currency
translation
reserve

Cash flow
hedge
reserve

Own credit
risk reserve

Retained
earnings

Total

At 1 January

-3,064

-29,910

104

-13,509

-11,394

809,008

751,233

Net changes in fair value

5,010

-1,711

3,298

Realised gains/losses through profit or loss

-523

-523

Net reversal of impairment (to profit or loss)

408

408

Value change own credit risk

4,575

4,575

Profit appropriation

15,194

15,194

Share plans

-2,608

-2,608

Actuarial results

-7,772

-7,772

Other changes

768

-1,724

-955

At 31 December

1,831

-37,682

872

-15,221

-6,819

819,870

762,852

Tax effects

-1,151

2,490

437

-1,180

596



Notes to the consolidated statement of financial position

177

Nature and purpose of other reserves

Treasury shares: Covers the cost price of treasury shares kept by Van Lanschot Kempen for shares awarded to staff under current remuneration and equity schemes.

Share premium reserve: Covers amounts paid to Van Lanschot Kempen by shareholders above the nominal value of purchased shares.

Revaluation reserve: Covers movements in the fair value of FVOCI investments.

Actuarial results on defined benefit schemes: Covers actuarial gains and losses on revaluation of investments and defined benefit obligations. The actuarial gains and losses related to a shortfall in minimum performance on defined contribution plan assets, required under Belgian and Swiss law, are also included.

Currency translation reserve: This reserve (which is not available for free distribution) covers currency exchange differences resulting from the valuation of investments in group companies at the prevailing exchange rate in so far as the currency rate risk is not hedged.

Own credit risk reserve: Covers the changes in Van Lanschot Kempen’s own credit risk of financial liabilities at fair value through profit or loss.

Cash flow hedge reserve: Covers the share in the gain or loss on hedging instruments in a cash flow hedge that has been designated as an effective hedge.

Retained earnings: Covers past profits added to equity and changes in connection with the share scheme.

24. Contingent liabilities and irrevocable commitments

2020

2019

Total

1,161,936

1,044,862

Guarantees, etc.

106,570

105,706

Unused credit facilities

1,032,845

901,374

Other

22,520

37,782

For several group companies, guarantees of €239.5 million (2019: €217.6 million) have been issued. It is impossible to predict whether, when and how much of these contingent liabilities will be claimed.

Investigations by supervisory authorities: In 2019 and 2020, specific parts of Kempen & Co (as of 1 January 2020 part of Van Lanschot Kempen Wealth Management) were the subject of an investigation by the AFM regarding compliance with the Money Laundering and Terrorist Financing (Prevention) Act (Wwft). This investigation has been concluded by the AFM. No formal enforcement measures have been imposed.


Contingent assets

In 2015, Van Lanschot Kempen started an appeal against the Dutch tax authorities (Belastingdienst) regarding the applied pro-rata percentage which is used for the calculation of its VAT returns in the Netherlands. In March 2020, the Court in Den Bosch ruled in favour of Van Lanschot Kempen. This ruling results in Van Lanschot Kempen being able to claim VAT from the Dutch tax authorities for the previous years (2014-19), which had already been paid. In August 2020, the Dutch tax authorities appealed against the ruling at the Supreme Court. All relevant documentation has now been sent to the Supreme Court. The indicated time frame for the Supreme Court's ruling is June-September 2021. Van Lanschot Kempen considers this material claim a contingent asset.

The following movements are related to the gross carrying amount of the contingent liabilities and the irrevocable commitments. These figures only include IFRS 9-related items and do not therefore reconcile with the table above.

Changes in gross carrying amount of Guarantees and loan
commitments in 2020

Stage 1

Stage 2

Stage 3

Total

At 1 January

232,573

3,993

369

236,935

Additions or releases without transfer

31,041

-47,526

-2,130

-18,615

Transfer to Stage 1

251

-251

Transfer to Stage 2

-54,673

54,673

Transfer to Stage 3

-4,960

-116

5,076

New financial assets originated or purchased

114,001

114,001

At 31 December

318,233

10,773

3,315

332,321



Notes to the consolidated statement of financial position

178

The following tables show the contingent items (contingent liabilities and irrevocable commitments) based on their remaining contractual terms to maturity at the reporting date.

For each transaction that we have guaranteed, the maximum guaranteed amount is included in the relevant term bucket.

For each obligation arising from an irrevocable commitment, the committed amount is classified in the relevant term bucket.

Contractual maturity of contingent items at 31/12/2020

Withdrawable
on demand

< 3 months

3 to 12
months

1 to 5 years

More than
5 years

Total

Total

361

188,188

9,512

39,013

924,862

1,161,936

Guarantees

361

4,664

7,538

26,905

67,102

106,570

Unused credit facilities

183,524

1,974

9,263

838,084

1,032,845

Other irrevocable commitments

2,844

19,676

22,520

Contractual maturity of contingent items at 31/12/2019

Withdrawable
on demand

< 3 months

3 to 12
months

1 to 5 years

More than
5 years

Total

Total

71

110,876

127,114

11,376

795,425

1,044,862

Guarantees

71

3,011

1,623

7,036

93,965

105,706

Unused credit facilities

107,865

125,491

1,466

666,552

901,374

Other irrevocable commitments

2,874

34,908

37,782



Notes to the consolidated statement of financial position

179

NOTES TO THE CONSOLIDATED STATEMENT OF INCOME

(€1,000)

25. Net interest income

2020

2019

Total interest income

240,592

268,282

Interest income on cash equivalents

64

Interest income on banks and private sector

205,804

224,546

Interest income on financial assets at fair value through other comprehensive income

254

3,617

Interest income on other financial assets at amortised cost

6,479

7,939

Interest income calculated using the effective interest method

212,537

236,165

Interest income on financial assets at fair value through profit or loss

337

1,098

Interest income on derivatives

20,372

21,258

Other interest income

7,345

9,761

Other interest income

28,055

32,116

Interest expense

2020

2019

Total interest expense

88,800

93,385

Interest expense on balances at central banks

4,586

4,369

Interest expense on banks and private sector

21,907

25,771

Interest expense on issued debt securities

10,591

10,083

Interest expense on subordinated loans

8,408

9,688

Interest expense on financial assets at fair value through other comprehensive income

521

Interest expense calculated using the effective interest method

46,013

49,912

Interest expense on financial assets at fair value through profit or loss

154

Interest expense on derivatives

36,617

37,852

Other interest expense

6,016

5,621

Other interest expense

42,787

43,473

Net interest income

151,792

174,897

In 2020, interest result was €23.1 million lower than in 2019. The decrease was mainly caused by lower interest rates as well as the run-off of the Corporate Banking portfolio. While the mortgage volume increased, lower interest rates led to reduced interest income on mortgages. A provision for interest payments in response to a ruling by the Dutch Financial Services Complaints Authority (Kifid) cut 

interest income by a total €5.1 million in 2020. An additional interest claim of €1.0 million to be received from DSB Bank NV was recognised (2019: €3.9 million). Interest income includes interest  from TLTRO III of €2.1 million. The interest result on loans subject to impairment was €2.9 million (2019: €8.6 million).

26. Income from securities and associates

2020

2019

Total

17,741

86,535

Income from associates using the equity method

12,192

9,469

Realised result of associates using the equity method

588

23,957

Realised and unrealised gains/losses on investments at fair value through profit or loss

-3,355

17,067

Other gains on sales

8,317

36,042

Income from securities and associates was down by €68.8 million. Realised result of associates using the equity method were lower, mainly due to the €23.6 million book profit on the sale of our stake in VLC & Partners and Marfo Food Group in 2019. Realised and unrealised gains/losses on

investments at fair value through profit or loss were negative at year-end 2020 mainly due a negative result in our management book. Other gains on sales decreased mainly due to the sale of AIO II in 2019 of €36 million.



Notes to the consolidated statement of financial position

180

27. Net commission income

2020

2019

Total

296,335

290,390

Securities commissions

24,785

24,342

Management commissions

222,419

217,453

Cash transactions and funds transfer commissions

5,245

6,071

Corporate Finance and Equity Capital Markets commissions

36,188

34,886

Other commissions

7,699

7,637

28. Result on financial transactions

2020

2019

Total

-32,289

-7,407

Gains/losses on securities trading

2,149

3,545

Gains/losses on currency trading

8,174

8,904

Gains/losses on derivatives under hedge accounting

-4,259

-6,404

Realised gains on financial assets at fair value through other comprehensive income

177

657

Gains/losses on economic hedges/hedge accounting not applied

-37,901

67,204

Gains/losses on financial assets and liabilities at fair value through profit or loss

-629

-81,314

Compared with 2019, result on financial transactions was down by €24.9 million. The balance of losses on economic hedges and losses on financial assets at fair value through profit or loss came in €24.4 million lower. This balance reflects the revaluation result caused by changes in capital market yields in the marked-to-market portfolio and a number of derivatives positions.

Exceptional volatility and illiquidity in certain segments of the financial markets have led to pre-tax losses of €35.1 million in our structured product portfolio. This is recognised in the line item Gains/losses on economic hedges/hedge accounting not applied. We offer structured products to our

clients at Private Banking as part of our overall wealth management proposition – as an alternative investment product to help diversify their investment portfolios, with risks and returns tailored to the requirements of the client. In essence, this involves using company-issued debt with embedded derivatives linked to equity indices. The extreme volatility and illiquidity of the markets in reaction to the Covid-19 crisis that began in March 2020 made it impossible to make timely adjustments to these hedges, causing losses to mount.


29. Other income

2020

2019

Total

9,161

8,808

Net sales

13,333

13,066

Cost of sales

-4,172

-4,258

Other income comprises net sales and cost of sales from non-strategic investments arising from debt conversion. In certain cases, where a company has not been able to repay a corporate loan granted by Van Lanschot Kempen, the loan

has been converted into a shareholding, thus giving the company time to recover. We aim to sell any shares in non-strategic investments in due course.

30. Staff costs

2020

2019

Total

249,335

250,577

Salaries and wages

189,789

188,647

Pension costs for defined contribution schemes

23,615

18,114

Pension costs for defined benefit schemes

3,101

4,998

Other social security costs

20,240

21,204

Share-based payments for variable remuneration

2,614

4,047

Other staff costs

9,976

13,568



Notes to the consolidated statement of financial position

181

Staff costs declined by €1.2 million mainly due to decreases in Other staff costs. Partly as a result of cost-cutting measures, the average number of FTEs fell during 2020. The increase in Salaries and wages was partly due to collective salary agreements.

In 2020, share-based payments added €1.6 million to equity (2019: €2.0 million). Of the total expenses arising from share-based payments, €1.6 million is included in Salaries and wages (2019: €1.1 million); this amount includes the profit-sharing scheme. Pension costs for defined contribution schemes include €1.1 million for Statutory Board members (2019: €1.1 million).

Pension costs for defined benefit schemes fell due to a change in the pension schemes. The pension schemes of Kempen and Van Lanschot have been replaced by a new individual defined contribution scheme as of 1 January 2020. The former Van Lanschot scheme was classified as a collective defined contribution scheme, and the former Kempen scheme was classified as defined contribution with guaranteed indexation.

The average number of staff in 2020 was 1,750 (2019: 1,834), or 1,630 in full-time equivalents (2019: 1,698), as shown below:

Average FTEs

2020

2019

Total

1,630

1,698

Netherlands

1,444

1,515

Belgium

132

134

Other

53

49

Conditional depositary receipts for shares granted to staff (excluding Statutory Board)

2020

2019

At 1 January

150,613

222,930

Granted

46,696

60,039

Vested

-84,241

-127,107

Forfeited rights

-844

-5,249

At 31 December

112,224

150,613

Conditional depositary receipts for shares are granted to staff both under the variable remuneration policy for identified staff and the long-term share plan (LTP).

The fair value is determined based on the volume-weighted day price for depositary receipts for Class A ordinary shares on the second trading day after release of Van Lanschot Kempen’s annual figures. The fair value is equal to the share price less discounted value of expected dividends during the vesting period. Depositary receipts granted in 2020 had a weighted-average fair value of €16.10 (2019: €16.78).

In 2020, 10,296 conditional depositary receipts for shares were granted under the LTP to a number of senior managers other than members of the Statutory Board (2019: 12,540). The depositary receipts for Class A Van Lanschot Kempen shares will be granted in 2021 on the second trading day after the release of Van Lanschot Kempen’s annual figures for 2020.

Long-term share plan

The long-term share plan allows us to award variable remuneration to certain key employees, including identified staff. It offers a special type of variable remuneration in which the total variable pay takes the form of depositary receipts for Class A Van Lanschot Kempen shares. For the LTP, 60% of the Van Lanschot Kempen shares are awarded immediately and unconditionally, while 40% are awarded conditionally over a period of three years for LTP plans before 2020. For LTP plans from 2020 onwards, 40% are rewarded conditionally over a period of four years.


Conditional depositary receipts for shares will vest if:

(i)Van Lanschot Kempen’s financial position allows this in the year of vesting;

(ii)Risks have been reviewed and no material, unforeseen risks have occurred; and

(iii)The individual has not left the company in the three or four-year period.

Conditional variable remuneration can be revised down if so prompted by risks and performances identified later (malus).

Employees do not receive any dividends during the vesting period. If an employee ceases to be employed by Van Lanschot Kempen within this period, their rights will be forfeited, except in limited circumstances judged on an individual basis.

A part (around 50%) of the conditionally awarded depositary receipts is used to pay income tax.



Notes to the consolidated statement of financial position

182

31. Other administrative expenses

2020

2019

Total

112,608

135,062

Accommodation expenses

7,339

9,389

Marketing and communication

6,543

9,206

Office expenses

4,549

4,922

IT expenses

37,679

52,647

External auditors' fees

3,726

3,652

Consultancy fees

14,459

12,261

Travel and hotel fees

1,038

3,497

Information providers' fees

14,140

14,437

External service provider charges

10,483

7,609

Other

12,651

17,442

IT expenses fell mainly due to the completion of our strategic investment programme in 2019. In addition, marketing costs and travel costs were lower compared with the previous year, partly due to the Covid-19 pandemic. Consultancy fees relate to advisory services (business consultancy, tax) and the implementation and maintenance of software and hardware.

The increase in consultancy fees reflects higher costs related to legal advice and strategic and regulatory projects. 


Fees charged by the external independent auditors (and their network of offices) can be broken down as follows:

Fees charged by external independent auditors 2020

Auditor PwC

Other auditors

Total auditors

Total

3,542

184

3,726

Financial statements audit fee

2,396

132

2,528

Fee for other audit services

231

231

Financial statements audit fee for funds managed by Kempen

583

583

Other non-audit assurance fees

332

53

384

Fees charged by external independent auditors 2019

Auditor PwC

Other auditors

Total auditors

Total

3,512

141

3,652

Financial statements audit fee

2,377

96

2,473

Fee for other audit services

210

210

Financial statements audit fee for funds managed by Kempen

751

751

Other non-audit assurance fees

173

44

217

This is a summary of the services rendered by our auditor PricewaterhouseCoopers Accountants NV:

Financial statements audit;

Financial statements audit for funds managed by Kempen;

Statutory audit of controlled and related entities;

Audit of the regulatory returns to be submitted to De Nederlandsche Bank;

ISAE 3402 report on Kempen Capital Management, Private Banking and DGS;

Non-audit assurance engagements on safeguarding client assets and non-financial information;

Agreed-upon procedures regarding interest rate risk;

Review procedures on 30 June and 31 December 2020;

Comfort letters issued as part of funding transactions and based on Dutch Accounting Standard 3850N;

Reasonable assurance engagement regarding the third series of the targeted longer-term refinancing operations (TLTRO III).



Notes to the consolidated statement of financial position

183

32. Depreciation and amortisation

2020

2019

Total

24,712

25,201

Buildings

2,186

2,219

Right-of-use assets – buildings

9,802

9,055

Right-of-use assets – transport equipment

3,823

3,644

IT, operating system software and communications equipment

3,454

3,424

Application software

1,154

1,402

Intangible assets arising from acquisitions

5,537

5,537

Results on disposals of property and equipment

-2,664

-1,879

Other depreciation and amortisation

1,420

1,799

33. Impairments

2020

2019

Total impairments

1,871

22,854

Cash and cash equivalents and balances at central banks

0

Due from banks

-1

1

Financial assets at fair value through other comprehensive income

-132

5

Loans and advances to the public and private sectors

1,739

-11,857

Other financial assets at amortised cost

-15

-6

Financial guarantees and loan commitments

282

-203

Impairment of financial instruments

1,871

-12,059

Investments in associates using the equity method

-87

Goodwill and intangible assets

35,000

Assets acquired through foreclosures

Other impairments

34,913

Total impairments decreased by €21.0 million compared with 2019, mainly due to impairment of goodwill in 2019; for more information, see Note 11, Goodwill and other intangible assets. See subsection 2.8 "Loss allowance for expected credit loss" of the Risk management section for more information on impairments related to financial instruments.




Notes to the consolidated statement of financial position

184

34. Income tax

2020

2019

Operating profit before tax

54,214

119,529

Total gross result

54,214

119,529

Prevailing tax rate in the Netherlands

25%

25%

Tax

4,370

21,114

Total tax

4,370

21,114

Expected tax on the basis of the prevailing tax rate in the Netherlands

13,554

29,882

Increase/decrease in tax payable due to

Non-deductible interest

157

Tax-free income from securities and associates

-7,911

-10,122

Taxed release of tax reserves

266

Non-deductible costs

1,341

1,382

Non-deductible losses

-81

-113

Adjustments to taxes for prior financial years

-980

3

Impact of foreign tax rate differences

121

-108

Addition/(release) deferred tax assets

-510

181

Other changes

-1,558

9

-9,155

-8,768

Total tax

4,370

21,114

This tax amount consists of the tax expense for the financial year on the operating result as disclosed in the statement of income, also allowing for any tax relief facilities. When determining the tax amount, we have applied currently existing tax rules. Changes in the effective tax rate were

mainly due to the equity holding exemption, deductibility of coupon payments on our AT1 instrument and non-deductible costs. In both 2019 and 2020, the effective tax rate also changed as a result of changes to the statutory tax rate in the Netherlands.

Key income tax components

2020

2019

Total

4,370

21,114

Standard tax

9,509

28,712

Income/expense from foreign tax rate differences

-93

-108

Income/expense from changes in deferred tax assets

-1,725

-8,913

Income/expense from deferred tax liabilities

-2,340

1,420

Income/expense from prior-year adjustments

-980

3

The breakdown of deferred tax assets and liabilities (including tax rate adjustments) through the statement of income is as follows:

Deferred tax assets

2020

2019

Total

-1,725

-8,913

Employee benefits

423

-366

Commissions

-54

46

Property and equipment

-2,183

-1,400

Tax-loss carry-forwards

-274

-8,049

Other

363

856



Notes to the consolidated statement of financial position

185

Deferred tax liabilities

2020

2019

Total

-2,340

1,420

Property and equipment

-2,439

1,186

Intangible assets

99

235

35. Earnings per ordinary share

2020

2019

Net result

49,844

98,414

Share of AT1 capital securities

-6,750

-5,063

Share of other non-controlling interests

-85

-423

Net result for calculation of earnings per share

43,009

92,929

Weighted average number of ordinary shares in issue

40,989,428

40,974,330

Earnings per ordinary share (€)

1.05

2.27

Proposed dividend per ordinary share (€)

0.70

1.45

To calculate earnings per ordinary share, the number of ordinary shares consists solely of the weighted average number of shares in issue, ignoring any treasury shares held by the company.


36. Diluted earnings per ordinary share

2020

2019

Net result for calculation of diluted earnings per share

43,009

92,929

Weighted average number of ordinary shares in issue

40,989,428

40,974,330

Potential shares

161,887

218,240

Weighted average number of ordinary shares in issue, fully diluted

41,151,315

41,192,569

Diluted earnings per ordinary share (€)

1.05

2.26

Diluted earnings per ordinary share are calculated the same way as earnings per share, but taking into account the number of shares that could potentially cause dilution. Diluted earnings per ordinary share reflect the weighted average number of ordinary shares that would be in issue upon conversion into ordinary shares of all potential shares.




Business combinations in 2020

186

BUSINESS COMBINATIONS IN 2020

On 18 August 2020, Van Lanschot Kempen and Hof Hoorneman Bankiers NV ("Hof Hoorneman Bankiers") announced agreement on the acquisition by Van Lanschot Kempen of Hof Hoorneman Bankiers. The transaction was effected by the transfer of 100% of the shares of Hof Hoorneman Bankiers to Van Lanschot Kempen. This acquisition is in line with our strategy and enables us to expand our assets under management. The acquisition involved amongst others the private banking client relationships, including €2.0 billion in client assets, 58.7 FTEs and the products and services of Hof Hoorneman Bankiers, giving Van Lanschot Kempen decisive control over these activities. On 15 January 2021, Van Lanschot Kempen announced the completion of this transaction and took control effective December 2020. We thus consolidated Hof Hoorneman Bankiers in our statement of financial position as at 31 December 2020, as part of our Private Banking segment.

The table below sets out the allocation of the acquisition price to the fair value of the acquired assets (including any

identifiable intangible assets), liabilities and contingent

liabilities at the acquisition date. The identifiable intangible

assets reflect the acquired client base. The goodwill is

attributable to the workforce and the profitability of the

acquired business. The goodwill is included in the Private

Banking CGU.


Hof Hoorneman Bankiers (€ million)

Fair value of acquisition

Carrying amount of acquisition

Cash and cash equivalents

106.3

106.3

Due from banks

2.3

2.3

Property and equipment

3.5

2.1

Intangible assets

12.5

0.2

Financial assets at fair value through profit or loss

10.0

10.0

Loans and advances to the public and private sectors

22.5

22.5

Other assets

9.7

9.7

Total identifiable assets

166.8

153.1

Due to banks

1.9

1.9

Public and private sector liabilities

128.3

128.3

Other liabilities

8.4

7.2

Deferred tax liabilities

3.1

Total identifiable liabilities

141.7

137.5

Total net assets

25.1

15.6

Goodwill

7.8

Consideration

32.8


The consideration includes a contingent amount of €1.2 million related to the earn-out agreement and is recognised under Other liabilities. As Hof Hoorneman Bankiers was consolidated on 31 December 2020, its figures did not contribute to our 2020 statement of income.



Related parties

187

RELATED PARTIES

In the normal course of business, we enter into various related party transactions. Parties are considered related if one party exercises control or has significant influence over the other party regarding financial or operating decisions. Parties related to us include our key management personnel, our subsidiaries, affiliates and parties with significant influence in Van Lanschot Kempen. These transactions are conducted at arm's length.

The Executive Board comprises our key management personnel and is responsible for implementing our strategy and managing our activities. The Board is made up of the Chairman of the Van Lanschot Kempen Statutory Board, the Van Lanschot Kempen CFRO, the Van Lanschot Kempen COO and the members of the management team responsible for for our activities Van Lanschot Private Banking and Kempen Asset Management.

Remuneration of Executive Board

2020

2019

Total

7,662

6,510

Fixed salary, amount in cash

2,882

2,961

Fixed salary, amount in shares1

1,987

1,949

Sign-on bonus, amount in shares2

400

Termination benefit, amount in cash

438

Termination benefit, amount in shares³

312

Fixed payment for pension and disability insurance costs

1,643

1,600

For transactions with key management personnel, see “Remuneration of the Statutory and Supervisory Boards”.

Affiliates

2020

2019

Income

Expenses

Income

Expenses

Stichting Pensioenfonds F. van Lanschot

1,058

1,014

Parties with significant influence in Van Lanschot Kempen

On the basis of regulatory guidelines, management has decided that entities with a shareholding of at least 5% in Van Lanschot Kempen are parties with significant influence in Van Lanschot Kempen.

The table below shows the year-end income and expenditure relating to these parties in the statement of income and the statement of financial position.

Parties with significant influence in Van Lanschot Kempen in 2020

Income

Expenses

Amount receivable

Amount payable

Stichting Administratiekantoor van gewone aandelen A Van Lanschot Kempen

64

APG Asset Management NV

LDDM Holding BV

3

679

Janus Henderson Group plc

Reggeborgh Invest BV

4,126

Reggeborgh ended the €200 million funding commitment that we had made available in November 2019.

The funding to Reggeborgh was granted at market rates and collateral was provided by Reggeborgh.

Loans to parties with significant influence in Van Lanschot Kempen were granted at market conditions, and collateral was provided.

Van Lanschot Kempen did not grant any guarantees in 2020 or 2019, and neither were impairments recognised for receivables.


1.Expenses recognised under IFRS-EU accounting for Van Lanschot Kempen shares differ due to the treatment under IFRS 2. For 2020, expenses under IFRS amounted to €2,205,000 (2019: €2,162,000).

2.Expenses recognised under IFRS-EU accounting for Van Lanschot Kempen shares differ due to the treatment under IFRS 2. For 2020, Sign-on bonus expenses under IFRS amounted to €446,000.

3.Expenses recognized under IFRS-EU accounting for Van Lanschot Kempen shares differ due the treatment under IFRS 2. For 2020, Redundancy expenses under IFRS amounted €348,000.



Related parties

188

Parties with significant influence in Van Lanschot Kempen in 2019

Income

Expenses

Amount receivable

Amount payable

Stichting Administratiekantoor van gewone aandelen A Van Lanschot Kempen

71

APG Asset Management NV

LDDM Holding BV

0

1,788

Janus Henderson Group plc

Reggeborgh Invest BV

2,514

75,000

List of shareholders

In compliance with Section 5.3 of the Dutch Financial Supervision Act, the following notifications have been recorded in the major interests register held by the Dutch Authority for the Financial Markets (AFM). The percentages reflect the number of shares on the register on the dates listed and the current number of shares. This list includes the notifications until 31 December 2020.


Shareholder

Notification date

Interest

Stichting Administratiekantoor van gewone aandelen A Van Lanschot Kempen

24 May 2013

96.80%

Depositary receipt holder

Notification date

Interest

APG Asset Management NV

30 January 2018

9.89%

LDDM Holding BV

3 June 2014

9.68%

Janus Henderson Group plc

17 October 2016

5.56%

Reggeborgh Invest BV

9 April 2018

5.00%

FMR LLC

7 July 2016

4.96%

NN Group NV

23 December 2019

3.23%

T. Rowe Price Group, Inc.

9 May 2017

3.06%

B.H.F. ten Doeschot

3 April 2020

3.02%

Investec Asset Management Limited

22 August 2019

2.99%

Invesco Limited

11 April 2019

2.98%

CRUX Asset Management Limited

31 March 2020

2.97%

Wellington Management Group LLP

9 March 2020

2.94%

Disclosure is required once a shareholder’s interest reaches, exceeds or falls below certain threshold values, and it should be noted that current stakes of listed shareholders and/or depositary receipt holders may have changed since notification date. Stichting Administratiekantoor van gewone aandelen A Van Lanschot Kempen currently holds more than 99.99% of the Class A ordinary shares.

For transactions in associates, see “Disclosures of interest in other entities”.



Disclosure of interests in other entities

189

DISCLOSURE OF INTERESTS IN OTHER ENTITIES

Key judgements and assumptions

We rely on key judgements and assumptions when determining control and significant influence. We have included these under the headings “Basis of consolidation” and “Summary of significant accounting policies”.

Interests in subsidiaries

The consolidated statement of financial position and statement of income comprise subsidiaries and entities in which Van Lanschot Kempen has control, but excludes the names of relatively minor subsidiaries and entities.

Subsidiaries (%)

2020

2019

Van Lanschot Kempen Wealth Management NV

100

100

F. van Lanschot Bankiers (Schweiz) AG

100

100

Kempen & Co NV (part of VLKWM from 1 January 2020)

n/a

100

Kempen Capital Management BV (part of Kempen & Co NV till 1 January 2020)

100

n/a

Van Lanschot Participaties BV

100

100

Quion 17 BV

100

100

Hof Hoorneman Bankiers NV

100

Allshare BV

100

100

Holowell Holding BV

93

93

No restrictions apply between Van Lanschot Kempen and its subsidiaries.


Consolidated structured entities controlled by Van Lanschot Kempen

In the consolidated statement of financial position, we consolidate structured entities. These are designed in such a way that the voting rights are not the dominant factor in deciding who controls the entity, and the relevant activities are governed by contractual arrangements. Van Lanschot Kempen is exposed to substantially all of the risk of the structured entity and thereby controls it. Therefore, these structured entities do not qualify as a transfer of financial assets and are not derecognised from our statement of financial position.

We consolidate the following structured entities:

Van Lanschot Conditional Pass-Through Covered Bond Company BV

Van Lanschot Conditional Pass-Through Covered Bond Company 2 BV





Conditional Pass-Through Covered Bond Programme (CPTCB)

Van Lanschot Kempen established a CPTCB programme in March 2015. Investors have a dual recourse claim: initially against Van Lanschot Kempen, and, in the event of the bank’s failure, against a pool of cover assets. In April 2015 the bank launched the first bond loan of €500 million (maturity of seven years: coupon of 0.275%). The second bond loan of €500 million was placed in March 2016 (maturity of seven years: coupon of 0.375%) and the third bond loan of €500 million was placed in February 2017 (maturity of ten years: coupon of 0.875%). All loans were placed with institutional investors.

Conditional Pass-Through Covered Bond Programme 2 (CPTCB2)

Van Lanschot Kempen established a retained CPTCB programme in July 2019. In September 2019, the bank launched the first bond loan of €300 million (maturity of five years: coupon of 0.40%). All loans were retained.



Disclosure of interests in other entities

190

The tables below show the total amounts of the mortgage loans involved in each covered bond programme.

31/12/2020

31/12/2019

Fair value

Carrying amount

Fair value

Carrying amount

Total

2,250,690

2,151,711

2,163,289

2,101,257

Covered Bond Programme

1,886,670

1,803,700

1,812,359

1,758,025

Covered Bond Programme 2

364,020

348,011

350,930

343,232

Van Lanschot Kempen provides no financial or other support to the covered bond entities, and has no intention of providing such support.

Non-consolidated structured entities

Asset-backed securities are classified as financial assets at fair value through other comprehensive income. These investments are structured entities. We do not consolidate these because Van Lanschot Kempen is not exposed to substantially all of the risk of the structured entity. The table below shows Van Lanschot Kempen’s investments in non- consolidated structured entities and the total income from these investments. The Investments column shows the carrying value as recognised in the consolidated statement of financial position.

Van Lanschot Kempen has no other interests in non-consolidated structured entities such as commitments, guarantees, provisions, derivatives or other obligations. The maximum exposure to non-consolidated structured entities is equal to the acquisition cost and amounted to €355.2 million at 31 December 2020 (2019: €387.3 million).

Van Lanschot Kempen provides no financial or other support to non-consolidated structured entities, and has no intention of providing such support.

Non-consolidated structured entities 2020

Interest income

Comprehensive
income

Total income

Investments

Total

554

-1,591

-1,037

351,968

Asset-backed securities

554

-1,591

-1,037

351,968

Non-consolidated structured entities 2019

Interest income

Comprehensive
income

Total income

Investments

Total

833

1,903

2,736

385,661

Asset-backed securities

833

1,903

2,736

385,661

Non-controlling interests

The consolidated statement of financial position and statement of income include a number of non-controlling interests; a list of non-controlling interests in Van Lanschot Kempen subsidiaries is provided below.

Non-controlling interests

31/12/2020

31/12/2019

Total

-73

4,029

Kempen MIP

4,122

Consolidated investment funds

79

67

Consolidated shareholdings

-151

-159

Van Lanschot Kempen’s minority interests are recognised under non-controlling interests as part of equity.



Disclosure of interests in other entities

191

Changes in non-controlling interests

2020

2019

Non-controlling
interests

Undistributed
profit attributable
to non-controlling
interests

Total

Non-controlling
interests

Undistributed
profit attributable
to non-controlling
interests

Total

At 1 January

3,606

423

4,029

6,529

5,684

12,213

Profit appropriation

97

-97

5,376

-5,376

Dividend

-326

-326

-309

-309

Result for the reporting period

85

85

423

423

Other changes

-3,861

-3,861

-8,298

-8,298

At 31 December

-158

85

-73

3,606

423

4,029

Kempen Management Investment Plan (MIP)

As a consequence of the merger between Van Lanschot and Kempen as at 1 January 2020, Kempen ceased to exist. In view of this merger, the Executive Board decided to wind up the Kempen Management Investment Plan (MIP) in 2020. The dissolution of Coöperatie MIP and Stichting MIP was completed in Q4 2020. The certificates which Van Lanschot Kempen Wealth Management NV (VLKWM) and the employees of Kempen & Co held in Stichting MIP were

bought from them for the nominal value of €1,000. There were 3,801 certificates outstanding with employees and 11,199 with VLKWM. There was no impact on the profit and loss account, as no incremental fair value was granted.




Kempen MIP

31/12/2020

31/12/2019

Number of depositary receipts issued to Kempen employees

3,801

Legally required contribution by Van Lanschot Kempen (€)

100

Financial information for Kempen MIP

2020

2019

Total assets

16,285

Total liabilities

Equity attributable to shareholders

12,163

Equity attributable to non-controlling interests

4,122

Total income from operating activities

1,285

Total expenses

Taxes

Net income

1,285

Of which attributable to shareholders

959

Of which attributable to non-controlling interests

326



Disclosure of interests in other entities

192

Consolidated investments

We consolidate one investment in which a non-controlling minority interest of a third party is included. This comprises a minority stake in Holowell Holding BV of Tholen, the Netherlands (7.37%). In 2019, there were two investments in which non-controlling interests of third parties were included, namely Holowell Holding BV of Tholen, the Netherlands (7.37%) and in Allshare BV of Hoofddorp, the Netherlands (0.20%).

The table below provides aggregated information on consolidated investments.

Financial information consolidated investments

2020

2019

Total assets

6,630

13,661

Total liabilities

8,684

12,568

Equity attributable to shareholders

-1,903

1,253

Equity attributable to non-controlling interests

-151

(159)

Total income from operating activities

7,588

8,431

Total expenses

6,219

6,579

Taxes

356

309

Net income

1,013

1,542

Of which attributable to shareholders

939

1,474

Of which attributable to non-controlling interests

75

68

Associates

Investments in associates using the equity method

As part of our investment policy, we invest in medium-sized companies in the Netherlands, only holding minority interests of between 20% and 49%. These investments are classified as investments in associates using the equity method.

The table below shows the largest investments in associates based on the carrying amount.


Name

Activities

Head office

Interest

Bolster Investments
Coöperatief UA

Bolster is a long-term investor specialising in taking minority shareholdings of 20-50% in private companies and pursuing a flexible, long-term investment horizon, allowing its companies' portfolios to realise their long-term growth potential.

Amsterdam

29.75%

Fire Safety Holding BV
(Gerco)

Gerco is the Dutch market leader in the field of fire compartmentation of buildings.

Schoonhoven

42.50%

Movares Group BV

Movares provides engineering and consultancy services in the fields of mobility, infrastructure, spatial planning and transport systems.

Utrecht

32.64%

OGD Beheer BV

OGD provides ICT services to medium-sized and large companies, public and semi-public and non-profit organisations. Its services include service management, outsourcing, software development and ICT training.

Delft

32.20%

Ploeger Oxbo Holding BV

Ploeger Oxbo develops, manufactures and sells a wide range of specialist harvesting equipment to customers across the world.

Roosendaal

11.87%

Quint Wellington
Redwood Holding BV

Quint is an independent consultancy focusing on the strategic management, sourcing and outsourcing, and implementation of IT-related processes in organisations.

Amstelveen

18.00%

Tecnotion Investment BV

Tecnotion designs, produces and sells linear motors across the world, to the semiconductor, electronics, LCD, automotive and robotics industries among others.

Almelo

37.98%



Disclosure of interests in other entities

193

Aggregated financial information of associates for which Van Lanschot Kempen applies the equity method

2020

2019

Associates,
equity method

Attributable to
Van Lanschot Kempen

Associates,
equity method

Attributable to
Van Lanschot Kempen

Total

262,057

72,201

208,636

52,452

Current assets

183,385

37,996

197,762

40,928

Non-current assets

395,674

83,961

351,481

71,935

Current liabilities

-86,007

-20,849

-86,740

-22,246

Non-current liabilities

-230,995

-32,906

-253,866

-36,549

Goodwill

13,969

11,411

Impairments

-6,455

-6,455

Other

-3,515

-6,572

Other financial information

Dividend received

5,572

4,516

Income from operational activities

11,423

9,642

Share of net income

12,398

13,606

Unrecognised share of losses

117

120

Comprehensive income

The table below shows the income and expenses that we report in the statement of income and the positions included in the statement of financial position, as well as guarantees issued at year-end in respect of these entities.


Transactions with associates using the equity method

2020

2019

Income

1

19

Amount payable

1,272

1,193

Guarantees

13,209

28,113

Loans granted to entities in which we exercise significant influence but do not have decisive control are granted on market terms and secured on collateral provided. No impairments were applied to the receivables in either 2020 or 2019.



Disclosure of interests in other entities

194

Van Lanschot Participaties

Investments using the equity method are managed by Bolster Investment Partners, with the exception of our stakes in Bolster Investments Coöperatief. As part of its direct holdings, Van Lanschot Participaties issues subordinated loans and cumulative preference shares, while it also invests in a portfolio of equity funds. In addition, Van Lanschot Participaties is the controlling shareholder of a stake

resulting from debt conversions and consolidated in the Van Lanschot Kempen accounts (note that this is not a core activity for Van Lanschot Participaties). The table below shows Van Lanschot Participaties’ financial impact on the consolidated statement of financial position and statement of income. The table does not include information about controlling interests.

Investment activity

Item

Carrying
value

Interest

Income from securities
and associates

Impairments

Total

Direct investment

Investment in associates using the equity method

35,174

8,290

8,290

Shareholdings

Financial assets at fair value through profit or loss

2,227

203

203

Subordinated loans

Loans and advances to the public and private sectors

199

25

25

Fund investment

Financial assets at fair value through profit or loss

12,204

5,198

5,198

Total

49,804

228

13,488

13,716

Joint ventures in which Van Lanschot Kempen is a partner

We have no joint ventures.



Commitments

195

COMMITMENTS

IT contracts

In the past, Van Lanschot Kempen entered into several IT contracts, e.g. for hiring services and capacity, and for

licensing and maintenance of our systems. Our future contractual payment commitments for the new and existing IT contracts amount to € 28.2 million, as shown below.

Future payments for IT contracts

Total

28,224

Within 1 year

12,262

1 to 5 years

15,962

More than 5 years

Early termination of these contracts could result in additional costs. Exit fees are linked to the remaining term of the contracts.





Segment information

196

SEGMENT INFORMATION

Segmentation of our activities is based on operating segments, as our risk and return profile is chiefly affected by differences in our products and services. Internal cost allocation is based on use of services. Our activities break down into five operating segments, while intersegment transactions are conducted on an arm’s length basis.

Private Banking

Private Banking offers private clients and entrepreneurs a broad range of products in the private banking market, while also focusing on business professionals and executives, healthcare professionals, foundations and associations.

Evi

Evi is Van Lanschot Kempen’s online investment coach in the Netherlands and Belgium. Its activities specifically target mass affluent individuals and Millennials.

Asset Management

A specialist asset manager, Asset Management focuses on a range of investment strategies while also offering fiduciary services to domestic and international institutional clients such as pension funds and insurers.

Merchant Banking

Merchant Banking offers specialist services including equities research and trading, mergers & acquisitions services, capital market transactions and debt advisory services to institutional investors, corporates, financial institutions and public and semi-public entities.

Other activities

These comprise activities in the fields of interest rate, market and liquidity risk management, staff departments, as well as the activities of Van Lanschot Participaties/ Bolster and consolidated investments. In October 2020, we integrated the activities of the Structured Products team from our Merchant Banking segment into our Other activities segment and comparative figures have been adjusted accordingly. This transfer is in line with our most recent strategic update.

Operating segments in 2020 (€ million)

Private
Banking

Evi

Asset
Management

Merchant
Banking

Other activities

Total

Statement of income

Net interest income

137.6

2.9

0.1

11.2

151.8

Income from securities and associates

0.1

17.6

17.7

Net commission income

134.1

5.3

105.3

48.9

2.6

296.3

Result on financial transactions

1.2

-0.1

2.8

-36.2

-32.3

Other income

9.2

9.2

Total income from operating activities

272.9

8.2

105.5

51.7

4.4

442.7

Staff costs

88.7

2.3

51.7

24.6

82.0

249.3

Other administrative expenses

58.6

5.4

13.8

7.1

27.6

112.6

Allocated internal expenses

64.0

1.6

12.9

9.7

-88.2

Depreciation and amortisation

6.1

0.0

0.9

0.3

17.4

24.7

Impairments

2.2

-0.3

1.9

Total expenses

219.6

9.3

79.4

41.7

38.5

388.5

Operating result before tax

53.3

-1.1

26.1

10.0

-34.1

54.2



Segment information

197

Operating segments in 2019 (€ million)

Private
Banking

Evi

Asset
Management

Merchant
Banking

Other activities

Total

Statement of income

Net interest income

154.0

3.2

0.1

17.7

174.9

Income from securities and associates

-0.7

87.3

86.5

Net commission income

130.1

5.1

101.7

49.5

4.0

290.4

Result on financial transactions

1.2

-0.0

3.5

-12.1

-7.4

Other income

8.8

8.8

Total income from operating activities

285.3

8.2

101.1

52.9

105.6

553.2

Staff costs

97.0

3.5

49.8

23.7

76.6

250.6

Other administrative expenses

63.2

5.4

16.3

8.3

41.8

135.1

Allocated internal expenses

70.7

2.2

13.3

9.1

-95.4

Depreciation and amortisation

6.2

0.0

0.9

0.0

18.0

25.2

Impairments

-11.2

0.0

34.0

22.9

Total expenses

226.0

11.1

80.3

41.2

75.1

433.7

Operating result before tax

59.3

-2.9

20.8

11.8

30.5

119.5

The tables below give additional information on the geographical spread of income from operations.

Geographical segments in 2020 (€ million)

Netherlands

Belgium

Other

Total

Statement of income

Total income from operating activities

389.6

35.0

18.1

442.7

Of which income from other segments

-3.8

2.6

1.3

Statement of financial position

Due from banks

166.9

166.9

Investments in associates using the equity method

72.2

72.2

Total non-current assets1

239.1

239.1

Geographical segments in 2019 (€ million)

Netherlands

Belgium

Other

Total

Statement of income

Total income from operating activities

499.1

33.0

21.1

553.2

Of which income from other segments

-4.9

3.7

1.2

Statement of financial position

Due from banks

193.6

193.6

Investments in associates using the equity method

52.5

52.5

Total non-current assets1

246.1

246.1



1Other than financial instruments, deferred tax assets and post-employment assets.



Segment information

198

Country-by-country reporting on a consolidated basis at 31 December 2020

Country

Name of main
subsidiary

Nature of
activities

Average
number of
staff (FTEs)

Total income
from
operating
activities
(€ million)

Operating
result before
tax
(€ million)

Income tax
(€ million)

Government
subsidies
(€ million)

Total

1,630

442.7

54.2

-4.4

Netherlands

VLKWM NV

Wealth management

1,444

389.6

56.1

-4.4

Belgium

VLKWM NV branch

Wealth management

132

35.0

-1.7

0.1

Switzerland

F. van Lanschot Bankiers (Schweiz) AG

Wealth management

31

9.8

0.1

-0.1

United Kingdom

KCM Londen Ltd.

Asset management

17

4.7

-1.0

0.2

United States

Kempen & Co USA Inc.

Securities trading and research distribution

6

3.2

0.7

-0.2

France

Kempen Capital Management NV branch

Asset management

0.5

0.0

Country-by-country reporting on a consolidated basis at 31 December 2019

Country

Name of main
subsidiary

Nature of
activities

Average
number of
staff (FTEs)

Total income
from
operating
activities
(€ million)

Operating
result before
tax
(€ million)

Income tax
(€ million)

Government
subsidies
(€ million)

Total

1,698

553.2

119.5

21.1

Netherlands

VLKWM NV

Wealth management

1,515

498.8

120.6

20.9

Belgium

VLKWM NV branch

Wealth management

133

32.9

-3.5

-0.5

Switzerland

F. van Lanschot Bankiers (Schweiz) AG

Wealth management

28

11.9

1.5

0.4

United Kingdom

Kempen & Co NV branch

Asset management

16

6.0

0.2

0.0

United States

Kempen & Co USA Inc.

Securities trading and research distribution

6

3.2

0.6

0.2

France

Kempen Capital Management NV branch

Asset management

0.4

0.0



Profit appropriation

199

PROFIT APPROPRIATION

If the annual general meeting of shareholders approves the dividend proposal as included in these financial statements, the appropriation of net result will be as follows:


Profit appropriation

2020

2019

Total

43,009

92,929

Addition to/withdrawal from reserves

14,259

33,594

Dividend on Class A ordinary shares

28,750

59,335



Remuneration of the Statutory and Supervisory Boards

200

REMUNERATION OF THE STATUTORY

AND SUPERVISORY BOARDS

For further details of remuneration received in 2020, see “Remuneration” on page 80.

Total direct compensation of the individual members of the Statutory Board in 2020

Fixed salary, amount in cash

Fixed salary, amount in

shares1

Total fixed salary

Total

1,975

1,324

3,299

Karl Guha

730

388

1,118

Constant Korthout

415

312

727

Arjan Huisman

415

312

727

Richard Bruens

415

312

727

Total direct compensation of the individual members of the Statutory Board in 2019

Fixed salary, amount in cash

Fixed salary, amount in

shares1

Total fixed salary

Total

2,087

1,324

3,410

Karl Guha

773

388

1,160

Constant Korthout

438

312

750

Arjan Huisman

438

312

750

Richard Bruens

438

312

750

Pension and disability insurance costs for the individual members of the Statutory Board

2020

2019

Total

1,119

1,110

Karl Guha

381

378

Constant Korthout

246

244

Arjan Huisman

246

244

Richard Bruens

246

244

Total remuneration related to 2020, consisting of fixed salary, pension and disability insurance, amounted to €1,499,000 for Karl Guha (2019: €1,538,000); €973,000 for Constant Korthout (2019: €994,000); €973,000 for Arjan Huisman (2019: €994,000); and €973,000 for Richard Bruens (2019: €994,000).


1Expenses (in €1,000) recognised under IFRS-EU accounting for Van Lanschot Kempen shares differ due to treatment under IFRS 2. For 2020, expenses under IFRS for Karl Guha amounted to €432 (2019: €429), for Constant Korthout to €348 (2019: €346), Arjan Huisman to €348 (2019: €346), and for Richard Bruens to €348 (2019: €346). A proportion of fixed salary is paid in the form of Van Lanschot Kempen shares. Karl Guha received 19,456 shares (2019: 18,953) and the other members of the Statutory Board each received 15,677 shares (2019: 15,273). The number of shares granted is based on the average share price for the first four trading days of 2020: €19.92 (2019: €20.45). IFRS takes the share price at grant date as the basis for recognition. This price also amounted to €19.92 (2019: €20.45).



Remuneration of the Statutory and Supervisory Boards

201

Number of depositary receipts for shares held by Statutory Board members in 2020

At 1 January

Bought/awarded

Sold/post-
employment

At 31 December

Total

225,423

41,197

266,620

Karl Guha

63,722

12,055

75,777

Constant Korthout

62,042

9,714

71,756

Arjan Huisman

41,655

9,714

51,369

Richard Bruens

58,004

9,714

67,718

Loans to Statutory Board members at 31 December 2020

At 31 December

Repaid

Interest

Collateral

Total

1,348

27

Constant Korthout

Arjan Huisman

Richard Bruens

600

1.90%

Mortgage

501

18

1.72%

Mortgage

247

9

1.72%

Mortgage

Loans to Statutory Board members at 31 December 2019

At 31 December

Repaid

Interest

Collateral

Total

1,375

613

Constant Korthout

357

2.30%

Mortgage

150

1.90%

Mortgage

Arjan Huisman

80

Floating

Mortgage

Richard Bruens

600

1.90%

Mortgage

519

18

1.72%

Mortgage

256

8

1.72%

Mortgage

No advances or guarantees have been granted to members of the Statutory Board. No impairments or write-offs have occurred on loans granted to Statutory Board members.



Remuneration of the Statutory and Supervisory Boards

202

Remuneration of the Supervisory Board

2020

2019

Total

607

613

Frans Blom

96

77

Willy Duron (until 28 May 2020)

53

127

Manfred Schepers

95

95

Karin Bergstein (from 28 May 2020)

40

Jeanine Helthuis

83

76

Bernadette Langius

80

80

Maarten Muller

75

73

Lex van Overmeire

85

85

No loans or advances had been granted to members of the Supervisory Board at 31 December 2020 and 31 December 2019.

The company and its subsidiaries only grant personal loans, guarantees and the like to Supervisory Board members within the scope of normal operations and in keeping with conditions laid down in the financial services regulations for directors of Van Lanschot Kempen, subject to the approval of the Supervisory Board. Loans are not forgiven.

's-Hertogenbosch, 24 February 2021

Supervisory Board


Frans Blom, Chairman

Manfred Schepers, Vice-Chairman

Karin Bergstein

Jeanine Helthuis

Bernadette Langius

Maarten Muller

Lex van Overmeire


Statutory Board

Karl Guha, Chairman

Constant Korthout

Arjan Huisman

Richard Bruens



Events after the reporting period

203

EVENTS AFTER THE REPORTING PERIOD


On 11 January 2021, Van Lanschot Kempen announced that Karl Guha has decided to step down from his posts as Chairman of Van Lanschot Kempen’s Statutory and Executive Boards by the end of 2021.

On 14 January 2021, the transfer of 100% of the shares of Hof Hoorneman Bankiers to Van Lanschot Kempen was effected.








Company statement of financial position and income

205

COMPANY STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER

(€1,000)

Assets

2020

2019

Investments in subsidiaries

(a)

1,254,481

1,210,853

Total assets

1,254,481

1,210,853

Equity and liabilities

2020

2019

Equity

(b)

1,254,481

1,210,853

Total equity and liabilities

1,254,481

1,210,853

COMPANY STATEMENT OF INCOME

(€1,000)

Statement of income

2020

2019

Income from subsidiaries

(c)

43,009

92,929

Net result

43,009

92,929

The letter beside each item refers to the relevant Note to the company financial statements.

ACCOUNTING POLICIES GOVERNING COMPANY FINANCIAL STATEMENTS

The company financial statements of Van Lanschot Kempen have been prepared in accordance with the legal requirements as set out in Part 9, Book 2 of the Dutch Civil Code. We have availed ourselves of the facility offered by Section 362(8), Book 2 to use the same accounting policies (including those for the presentation of financial assets as equity or debt) as used in the consolidated financial statements. This does not apply to investments in associates, which are recognised at net asset value.

The consolidated financial statements are denominated in euros, the functional and reporting currency of Van Lanschot Kempen. Unless stated otherwise, all amounts are given in thousands of euros.





Notes to the company financial statements

206

NOTES TO THE COMPANY FINANCIAL STATEMENTS

(€1,000)

aInvestments in subsidiaries

VLKWM is measured at net asset value, with our share in the result recognised in the statement of income under Income from subsidiaries. Movements in this item were as follows:

Investments in subsidiaries

2020

2019

At 1 January

1,210,853

1,243,663

Share premium payment

-61,396

Revaluations

619

-64,342

Group company results

43,009

92,929

At 31 December

1,254,481

1,210,853

Further information on the revaluations can be found in Note 23 to the consolidated financial statements, Equity.

Van Lanschot Kempen has issued undertakings pursuant to Article 403, Book 2, of the Dutch Civil Code for:

Efima Hypotheken BV

Van Lanschot Participaties BV

BV Beheer- en Beleggingsmij Orthenstraat


bEquity

Equity

31/12/2020

31/12/2019

Total

1,254,481

1,210,853

Issued share capital

41,362

41,362

Treasury shares

-6,259

-10,007

Share premium reserve

323,719

323,719

Revaluation reserve

3,142

1,831

Actuarial results on defined benefit schemes

-45,511

-37,682

Cash flow hedge reserve

-14,568

-15,221

Own credit risk reserve

-831

-6,819

Statutory reserves

31,702

20,142

Reserves under the Articles of Association

763

872

Available reserves

818,516

799,728

Postponed dividend

59,437

Other reserves

852,650

762,852

Result for the current financial year

43,009

92,929

For changes in equity, see Note 23 to the consolidated financial statements, Equity.

In the year under review, no conditional rights to depositary receipts for Class A ordinary shares were awarded. To cover its open positions, Van Lanschot Kempen retains 289,849 depositary receipts for Class A ordinary shares (2019: 440,895).

 

The statutory reserves comprise a reserve in the amount of the share in the positive income from associates (Article 389(6), Book 2, of the Dutch Civil Code) of €26.3 million and a reserve for currency translation differences on associates of €0.8 million.

cIncome from subsidiaries

This item includes the net profit attributable to shareholders.

Related parties

For related parties information, see “Related parties” on page 187.







Independent auditor's report

208

INDEPENDENT AUDITOR’S REPORT

To: the general meeting and the supervisory board of Van Lanschot Kempen N.V.

Report on the financial statements 2020

Our opinion

In our opinion:

the consolidated financial statements of Van Lanschot Kempen N.V. together with its subsidiaries (‘the Group’) give a true and fair view of the financial position of the Group as at 31 December 2020 and of its result and cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code;

the company financial statements of Van Lanschot Kempen N.V. (‘the Company’ or 'Van Lanschot Kempen') give a true and fair view of the financial position of the Company as at 31 December 2020 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.

What we have audited

We have audited the accompanying financial statements 2020 of Van Lanschot Kempen N.V., Den Bosch. The financial statements include the consolidated financial statements of the Group and the company financial statements.

The consolidated financial statements comprise:

the consolidated statement of financial position as at 31 December 2020;

the following statements for 2020: the consolidated statement of income, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows; and

the notes, comprising significant accounting policies and other explanatory information.

The company financial statements comprise:

the company statement of financial position as at 31 December 2020;

the company statement of income for 2020; and

the notes, comprising the accounting policies applied and other explanatory information.

The financial reporting framework applied in the preparation of the financial statements is EU-IFRS and the relevant provisions of Part 9 of Book 2 of the Dutch Civil Code for the consolidated financial statements and Part 9 of Book 2 of the Dutch Civil Code for the company financial statements.

The basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. We have further described our responsibilities under those standards in the section ‘Our responsibilities for the audit of the financial statements’ of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of Van Lanschot Kempen N.V. in accordance with the European Union Regulation on specific requirements regarding statutory audit of public-interest entities, the ‘Wet toezicht accountantsorganisaties’ (Wta, Audit firms supervision act), the ‘Verordening inzake de onafhankelijkheid van accountants bij assuranceopdrachten’ (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the ‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics).

Our audit approach

Overview and context of the 2020 audit

Van Lanschot Kempen is a Dutch wealth management institution operating through the business segments Private Banking, online investments and savings platform Evi, Asset Management, Merchant Banking, and Other. The Group is comprised of several components and therefore we considered our group audit scope and approach as set out in the section ‘The scope of our group audit’.

The reliability and continuity of information processing is significant to the Company’s operational, regulatory and financial reporting processes. Also, IT change initiatives (such as the implementation of digital solutions, moving infrastructure and applications to the cloud and the realisation of a more integrated IT environment across the Group) bring inherent operational and reputation risks that could also have an indirect and direct impact on the business and financial reporting processes of the Group. Since these change initiatives affect systems, (outsourcing) processes and the effectiveness of controls, they could affect the financial statements and our audit. We have therefore identified the reliability and continuity of IT systems as a key audit matter.

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we considered where the statutory board made important judgements, for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain including the impact of COVID-19. In the section ‘Summary of significant accounting policies’, subsection ‘Significant accounting judgements and estimates’ of the financial statements, the Group describes the areas of judgement in applying accounting policies and the key sources of estimation uncertainty. Of the judgements and estimates mentioned in this section we considered the impairments of financial assets and the determination of fair value of financial instruments as most significant for the financial year 2020 and therefore also identified these two areas ‘impairment of loans and advances to the public and private sector’, ‘fair value measurement of level 2 and 3 financial instruments’, as key audit matters to our audit.

Other areas of focus in our audit were the impairment of goodwill, assessment of compliance with laws and regulations and the accounting for the acquisition of Hof Hoorneman Bankiers N.V. Though these are areas of focus in our audit, these were not the matters of most significance in



Independent auditor's report

209

the audit of the financial statements of the current period, therefore, these were not considered to be our key audit matters. 

We ensured that the audit teams, both at group and at component levels have the appropriate skills and competences which are needed for the audit of a wealth management organisation with banking operations. We therefore also included experts and specialists in the areas of IT, accounting and valuation of financial instruments, hedge accounting, impairment of goodwill, purchase price allocation, employee benefits and pensions, real estate valuation and taxation in our team.

Impact of COVID-19 on our 2020 audit approach

Following the COVID-19 outbreak, auditors are facing challenges in performing their audits. In response to that, we have switched into working remotely. Inquiries and meetings with management were done via video conferencing. Teams and team members were reminded of the importance of staying alert to the quality of evidence and to perform sufficient and appropriate tests over the audit evidence obtained to be satisfied that the Group’s records are complete, accurate and authentic. The following highlights the areas of focus in our audit that were primarily impacted by COVID-19:

the impact on our audit materiality, including the basis on which our materiality is determined, outlined in the section ‘Materiality;

the impact on our Group audit. We have reassessed our planned audit procedures in relation to the work of component auditors such as organising video conference meetings with local management and component teams instead of our annual site visits and remote review of

selected working papers of the work performed by components. Furthermore, active dialogues, clear communication and effective use of technology have allowed us to direct and supervise the performance of our component teams. Also refer to ‘The scope of our Group audit’;

the impact on the Company’s control environment due to remote working. We have carried out video conferencing meetings with screen-sharing as part of procedures in evaluating the Company’s controls design, implementation and operational effectiveness. We also have paid specific attention to the reliability and continuity of IT systems as described in the section 'Key audit matters' below;

the impact on the Company’s fraud risks exposure and operational incidents. Our procedures are explained in the section ‘Our focus on the risk of fraud and non-compliance with laws and regulations’;

the impact on the Company’s capital and liquidity position.

the Company’s impairment allowances on loans and advances to customers, fair value of financial assets and liabilities and impairment assessment of goodwill. Uncertainty of the current environment and the continual changing nature of the unprecedented impact of the COVID-19 pandemic has added further complexity and challenges when auditing accounting estimates. Our procedures included assessment of these accounting implications and the relevant disclosures in the financial statements in accordance with the financial reporting framework applied by Van Lanschot Kempen. Reference is made to the section 'Key audit matters'.

The outline of our audit approach was as follows:

Materiality

Overall materiality: €3.8 million (2019: €4.1 million).

Audit scope

We conducted our audit work primarily in the Netherlands.

We held video conferencing meetings with our component teams and local Van Lanschot Kempen management in the Netherlands and Belgium.

Audit coverage: 95.1% of consolidated income from operating activities, 97.2% of consolidated total assets and 97.7% of consolidated profit before tax.

Key audit matters

Impairments of loans and advances to the public and private sectors.

Fair value measurement of level 2 and 3 financial instruments.

Reliability and continuity of IT systems.




Independent auditor's report

210

Materiality

The scope of our audit is influenced by the application of materiality, which is further explained in the section ‘Our responsibilities for the audit of the financial statements’.

Based on our professional judgement we determined certain quantitative thresholds for materiality, including the overall materiality for the financial statements as a whole as set out in the table below.

These, together with qualitative considerations, helped us to determine the nature, timing

and extent of our audit procedures on the individual financial statement line items and disclosures and to evaluate the effect of identified misstatements, both individually and in aggregate, on the financial statements as a whole and on our opinion.



Overall Group materiality

€3.8 million (2019: €4.1 million).

Basis for determining materiality

We used our professional judgement to determine overall materiality. As a basis for our judgement, we used 5% of the weighted average of profit before tax from continuing operations, excluding the gain from the sale of one of the Group’s non-strategic operations. The current and previous two years have been weighted with current year receiving twice the weight in the measurement of materiality as we consider the current year to be more relevant (2019: 5% of profit before tax from continuing operations, excluding the gain from the sale of one of the Group’s non-strategic operations).

Rationale for benchmark applied

Based on the current year financial performance, which is impacted by the effects of the COVID-19 virus outbreak, we reconsidered the use of the 5% profit before tax benchmark.
To avoid significant fluctuations (positive and negative) in our materiality calculation due to one-off events (e.g. the loss in the structured products portfolio resulting from the extreme volatility and illiquidity of the markets in reaction to the COVID-19), we assessed relevant performance indicators (i.e. PBT, CET1, operational income) and we deemed that a three-year weighted average of 5% profit before tax, is the most appropriate alternative benchmark to apply in calculating our materiality level for our audit 2020.

Component materiality

To each component in our audit scope, we, based on our judgement, allocate materiality that is less than our overall group materiality. The range of materiality allocated across components was between €1,3 million and €3,8 million.
To each component in our audit scope, we, based on our judgement, allocate materiality that is less than our overall group materiality. The range of materiality allocated across components was between €1.3 million and €3.8 million.

We also take misstatements and/or possible misstatements into account that, in our judgement, are material for qualitative reasons. Examples of areas that we focussed on due to qualitative reasons are the accuracy of disclosures around e.g. the impacts of COVID-19, fair value disclosure, and the remuneration of the supervisory board and the statutory board.

We agreed with the supervisory board that we would report to them misstatements identified during our audit above €190,000 (2019: €200,000) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.

The scope of our group audit

Van Lanschot Kempen N.V. is the parent company of a group of entities. The financial information of this Group is included in the consolidated financial statements of Van Lanschot Kempen N.V.

We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an opinion on the financial statements as a whole, taking into account the management structure of the Group, the nature of operations of its components, the accounting processes and controls, and the markets in which the components of the Group operate.

In establishing the overall group audit strategy and plan, we determined the type of work required to be performed at component level by the Group engagement team and by each component auditor.


The group audit primarily focused on the significant component Van Lanschot Kempen Wealth Management N.V., as this component is considered to be individually financially significant to the Group. This component was subject to the audit of the complete financial information (full scope audit). Additionally, we selected four other components (Van Lanschot Belgian Branch, Van Lanschot

Participaties B.V., Kempen Capital Management B.V. and the in 2020 newly acquired Hof Hoorneman Bankiers N.V.) for full scope audit procedures as well as two other components (Quion 17 B.V. and Kempen Finance B.V.) for the audit of specific account balances, to achieve appropriate coverage on financial line items in the consolidated financial statements.

Compared to prior years F. van Lanschot (Schweiz) AG is, taken its non-significance to the Group, not considered in scope as a component in the group audit 2020 anymore. Our local PwC auditors still perform statutory and regulatory audit procedures in line with prior years and we performed desktop review procedures over the financials of this component in line with other non-significant components.

In total, in performing these procedures, we achieved the following coverage on the financial line items:

Income from operating activities

95.1%

Total assets

97.2%

Profit before tax

97.7%

None of the remaining components represented more than 3.1% of total group assets, profit before tax or income from operating activities. For those remaining components we performed, among other things, analytical procedures to corroborate our assessment that there were no significant risks of material misstatements within those components.

For the components Van Lanschot Belgian Branch, Hof Hoorneman Bankiers N.V. and Quion 17 B.V., we instructed component auditors that are familiar with the local laws and regulations to perform the audit work. For the other components, the group audit team performed the work.

Where component auditors performed the work, we determined the level of involvement we needed to have in their audit work to be able to conclude whether we have



Independent auditor's report

211

obtained sufficient and appropriate audit evidence as a basis for our opinion on the consolidated financial statements as a whole.

We issued instructions to the component audit teams in our audit scope. These instructions included amongst others our risk analysis, materiality and scope of the work. We explained to the component audit teams the structure of the Group, the main developments that are relevant for the component auditors, the risks identified, the materiality levels to be applied and our global audit approach. Using virtual conferencing meetings, we were in active dialogue throughout the year with all component audit teams in scope for group reporting including upon the conclusion of their work. During these calls, we discussed the instructions, the significant accounting and audit issues identified by the component auditors, their reports, the findings of their procedures and other matters, which could be of relevance for the consolidated financial statements.

Normally, the group engagement team visits the component teams and local management and reviews a selection of working papers of component auditors on a rotational basis.

Since the COVID-19 outbreak limited our ability to physically visit any of the components in scope of our group reporting this year, we conducted a series of video conference meetings with local management along with component teams in the Netherlands and Belgium. During these meetings, we discussed the strategy and financial performance of the local businesses, as well as the audit plan and execution, significant risks and other relevant audit topics.

Due to COVID-19 we were also not able to physically review a selection of working papers of selected component auditors, we therefore remotely performed virtual file reviews of the component auditors of the Belgium branch and Quion B.V.

The group engagement team performed the audit work on the group consolidation, financial statement disclosures and a number of complex items such as derivative financial instruments, hedge accounting impairments of goodwill and the impairments of loans and advances to the public and private sector.

Van Lanschot Kempen N.V. has outsourced various parts of its services to third parties amongst which: payment services, mortgage administration services and parts of its IT software management. In our assessment related to these service providers, we evaluated the design and tested the operating effectiveness of the internal controls in place at Van Lanschot Kempen N.V. over the outsourced services. Furthermore, where available, we evaluated the ISAE 3402 type 2 assurance reports rendered by independent auditors and/or we performed additional substantive audit procedures ourselves. Based on the procedures performed, we conclude that in the context of our audit of the financial statements of Van Lanschot Kempen N.V., we could rely on the ISAE 3402 type 2 assurance reports in combination with our substantive audit procedures performed.

By performing the procedures above at components, combined with additional procedures at group level, we have been able to obtain sufficient and appropriate audit evidence

on the Group’s financial information, as a whole, to provide a basis for our opinion on the financial statements.

Our focus on the risk of fraud and non-compliance with laws and regulations


Fraud

The objectives of our audit in respect to fraud are:

to identify and assess the risks of material misstatement of the financial statements due to fraud;

to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate audit responses; and

to respond appropriately to fraud or suspected fraud identified during the audit.


As in all of our audits, in assessing the risks of material misstatement in the financial statements, we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the statutory board that may represented a risk of material misstatement due to fraud. We evaluated the design and the implementation and, where considered appropriate tested the operating effectiveness, of internal controls that mitigate fraud risks, performed data analysis of high-risk journal entries and evaluated key estimates and judgements for bias by Van Lanschot Kempen, we incorporated elements of unpredictability in our audit and we have also involved our forensics specialist in our fraud risk assessment.


We refer to the key audit matters ‘Impairments of loans and advances to the public and private sectors’ and ‘Fair value measurement of level 2 and 3 financial instruments’ that are examples of our approach related to an area with higher risk due to accounting estimates where management makes significant judgements.

The primary responsibility for the prevention and detection of fraud lies with the statutory board with the oversight of the supervisory board.

Laws and regulations

There is an industry risk that emerging compliance or litigation areas have not been identified and/or addressed by management for financial statement purposes. This includes the consideration whether there is a need for the recognition of a provision or a contingent liability disclosure on the future outcome of legal or regulatory processes.

The objectives of our audit, in respect to non-compliance with laws and regulations:

to identify and assess the risk of material misstatement of the financial statements due to non-compliance with laws and regulations; and

to obtain reasonable assurance that the financial statements, taken as a whole, are free from material misstatement, whether due to fraud or error when considering the applicable legal and regulatory framework.

In line with Standard 250 we made a distinction between those laws and regulations which:

have a direct effect on the determination of material amounts and disclosures in the financial statements.



Independent auditor's report

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For this category we believe that we obtained sufficient audit evidence regarding compliance with the provision of those laws and regulations; and

not have a direct effect on the determination of material amounts and disclosures in the financial statement (e.g. Anti-Money Laundering and Anti-Terrorist Financing Act (Wwft)), but where compliance may be fundamental to the operating aspect of the business, to the Company’s ability to continue its business or to avoid material penalties. For this category, we performed specific procedures to identify non-compliance with those laws and regulations that may have a material effect on the financial statements.


The primary responsibility for the prevention and detection of non-compliance with laws and regulations lies with the statutory board with the oversight of the supervisory board. We refer to the section ‘Risk Management’ of the annual report where the statutory board included its risk assessment on non-compliance with laws and regulations and we refer to sections ‘Report of the Supervisory Board’ where the supervisory board reflects thereon.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements. We have communicated the key audit matters to the supervisory board. The key audit matters are not a comprehensive reflection of all matters identified by our audit and that we discussed. In this section, we described the key audit matters and included a summary of the audit procedures we performed on those matters.

We addressed the key audit matters in the context of our audit of the financial statements as a whole, and in forming our opinion thereon. We do not provide separate opinions on these matters or on specific elements of the financial statements. Any comment or observation we made on the results of our procedures should be read in this context.

Compared to last year, we do not consider the risk of impairment of goodwill as a key audit matter anymore since,

the last year’s impairment of goodwill reduced the carrying value;

strategic changes in the CGU’s reduced the risk profile; and

the underlying businesses of the CGU’s are not significantly affected by the uncertain economic conditions following from COVID-19.

As such, the level of estimation uncertainty decreased accordingly.

The other key audit matters did not change compared to previous year as these are related to the daily operations of the Group and are also not likely to disappear in the coming years. Changes in facts, circumstances, risk, processes and audit approach can however change the content of a key audit matter from year to year.



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Key audit matter

Our audit work and observations

Impairments of loans and advances to the public and private sectors

See note 7 to the financial statements for the disclosures of loans and advances to the public and private sectors including impairments, the paragraph ‘Impairments of financial assets’ of the summary of significant accounting principles and subsection 2.8 and 2.9 of the 'Risk Management' paragraph containing the disclosures in view of credit risk including the implications of COVID-19.


The gross loans and advances to the public and private sectors amount to €8,512 million (2019: €8,661 million), the total impairment as at 31 December 2020 amounts to €64 million (2019: €64 million).


In accordance with the requirements of IFRS 9 ‘Financial instruments’, the Company applies a three-stage expected credit loss impairment model. The Company determines loan impairments in stage 1 (allowance equal to twelve-month expected credit loss), and stage 2 (amount equal to the life-time expected credit loss) on a modelled basis. For stage 3 exposures, a loan-by-loan impairment is determined on which a model overlay is applied to account for macro-economic variables and forward-looking information.

Control design and operation effectiveness

We evaluated the design and tested the operating effectiveness of key controls in the following areas:

the loan origination process;

the internal credit risk management process to assess the loan quality classification to identify impaired loans;

the methodology and controls applied in measuring and determining significant increase in credit risk;

the review and approval process that management has in place for timely, accurate and complete determination of stage 3 specific impairment allowances; and

the review and approval process that management has in place for the outputs of the impairment models, and the top-level adjustments that are applied to the model outputs.

Based on the testing of controls, we determined that it was appropriate to place reliance on the above controls for the purpose of our audit.

Model methodology and inputs (stage 1 and 2)

For the modelled loan impairments, the Company utilises the point in time probability of default (PD), the loss-given default (LGD) and the exposure at default (EAD) models for the majority of the loan portfolio. The critical data elements as input for these models are retrieved from the core banking source systems. Three global macro-economic scenarios are incorporated into these models and the probability of the scenarios is weighted in order to determine the expected credit losses. When specific macro-economic exposures are not sufficiently covered by the models or when data limitations or other inherent model limitations are identified, a top-level adjustment is made.

Stage 3 – specific impairment allowance

For each individually impaired loan, the Company determines an impairment allowance based on the most likely scenario taking into account timely identification of impairment triggers, expected future cash flows, discount rates and the value and recoverability of the corresponding collateral. This impairment allowance is the neutral scenario (baseline). A model overlay is applied to calculate for alternative scenarios and the impact of macro-economic variables and forward- looking information. The final ECL is a weighted average over scaled ECLs under the neutral and alternative scenarios.

Judgements and estimation uncertainty

The judgements and estimation uncertainty in the impairment allowance of loans and advances is primarily linked to the following aspects:

the identification of impaired loans including the assessment for which loans credit risk has significantly (de)/increased since inception (stage transfers);

the determination of the future cash flows based on the appropriate use of key parameters (such as forward-looking information) and the valuation of the recoverable collateral for the specific loan by loan (stage 3) impairment allowance. Furthermore, the probability weighting of each impairment scenario in this category is inherently subjective in nature;

the assumptions regarding the PDs, LGDs, LGN’s and EADs applied, including the assumptions applied in overlay models in the model-based impairment allowances (stages 1 and 2);

the uncertainties related to the incorporation of the implications of COVID-19 in the ECL models (macro-economic scenarios and predictions, model performance, etc.); and

any top side adjustments that management applies across the model-based impairment allowances (stages 1 and 2).


Given the above, we consider this area to be subject to a higher degree of estimation uncertainty, where the estimate is impacted by a higher level of complexity, subjectivity and other inherent risk factors (e.g. COVID-19). Therefore, we consider the impairments of loans and advances to the public and private sectors as a key audit matter in our audit.

Assessment of model-based impairments stages 1 and 2

With support of our internal valuation experts, we challenged management on the model-based impairments (stages 1 and 2) by inquiry and review of the applied model methodology, the (updated) model performance monitoring dashboard, the evaluation of the macro-economic scenarios and macro-economic variables applied and the assessment of stage transfers as at 31 December 2020.


Taken the complexity of the model, together with our internal valuation experts and IT specialists, we performed the following:

determined that the model was assessed fit-for purpose and periodic model monitoring is in place to ensure the models are still suitable for its intended use;

determined that appropriate change control policy and procedures are in place;

determined that management uses appropriate skills and knowledge in using the model;

performed substantive procedures over maintenance of completeness and accuracy of data and significant assumptions through the estimation process;

tested operating effectiveness of relevant controls (e.g. controls around automated interfaces) that safeguard completeness and accuracy of significant assumptions and data throughout the estimation process;

determined whether the significant assumptions (e.g. macro-economic scenarios, PDs, LGD’s, LGN’s and EAD’s) used by management to develop the estimate are appropriate in the context of the applicable financial reporting framework; and

determined whether the data (e.g. contractual terms of financial assets, macro-economic predictions) are appropriate in the context of the applicable financial reporting framework and are relevant and reliable in the circumstances.


Finally, together with our internal valuation experts, we specifically addressed the implications of COVID-19 on the ECL models by performing the following:

we performed enquiries with the departments Group Risk Management, Special Recovery & Restructuring, and Finance, Reporting & Control;

we verified whether changes were needed and whether appropriate changes were made to models, underlying assumptions and/or staging policy following the implications of COVID-19;

we reconciled the applied updated macro-economic predictions with the latest publications of the external parties (i.e. CPB and DNB);

we assessed the sensitivity analysis performed by management related to, amongst others, the applied macro-economic forecasts; and

we assessed management overlay amounting to €4.9 million by verifying management’s assumptions and methodology in deriving this overlay.


Based on the above, we assessed that the methodology and inputs for the stage 1 and 2 models to be in line with market and industry practice.


Assessment of specific impairment allowance stage 3

Considering the inherent estimation risk of individually impaired loans, we performed risk-based sample testing for which we selected samples from:

the total loan portfolio to gather evidence as to the correct classification of exposures as being in stage 1, 2 or 3; and

the stage 3 population to gather evidence as to the correct estimate for the impairment allowance was made by management


In the selection of our risk-based sample, we specifically considered the implications of COVID-19 for certain industries deemed to be at higher-risk (e.g.  leisure, hospitality and commercial real estate).


We analysed the latest developments at the borrower as described below and considered whether the key judgements applied in the impairment allowance are acceptable for the balance as at 31 December 2020.



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Key audit matter

Our audit work and observations


The following judgemental areas were tested for the risk-based sample:
classification as a performing or non-performing loan based on the (non-)existence of triggering events;
nature and accuracy of the assumptions and data related to expected future cash flows with reference to the current economic performance (including implications of COVID-19), the assumptions most commonly used in the industry, and a comparison with external evidence or historical trends (if applicable); and
the valuation of the corresponding collateral (e.g. using appraisal reports and/or other information) with support of our valuation experts, with reference to industry standards and the inspection of legal agreements and supporting documentation to confirm the existence and legal right to collateral.

Based on the above, we assessed the methodology and inputs in determining the stage 3 impairment allowance to be in line with market and industry practice.

Finally, we assessed the completeness, accuracy and adequacy of the disclosures relating to the provision for impairment losses, as disclosed in note 9 to the financial statements, to evaluate compliance with disclosure requirements included in EU-IFRS 9.

Fair value measurement of level 2 and 3 financial instruments

See subsection 14 of the Risk management paragraph in the financial statements: 'fair value' that contains the fair valuation policies, its disclosures and the split of financial instruments into level 1, 2 and 3.

The total asset value of financial instruments measured at fair value level 2 and 3 as at 31 December 2020 amounts to €426 million (2019: €398 million) and the total liability value amounts to €1,185 million (2019: €1,328 million).

The fair value measurement of financial instruments consists of:

financial assets and liabilities from trading activities;

derivatives;

financial assets and liabilities at fair value through profit or loss; and

financial assets at fair value through other comprehensive income.

Level 2 and 3 financial instruments

In the determination of the fair value of financial assets and liabilities, management applies a market approach method.


For level 2 and 3 financial instruments, directly observable data like market prices or other market information are not available causing the fair value to be subject to (significant) judgement and estimation uncertainty.


The fair value of such financial instruments is determined using either proxy valuations (level 2) or valuation techniques (such as discounted cash flow models and option valuation models) (level 3), in which judgements made by management and the use of data and assumptions such as: market prices, credit spreads, yield curves, correlations and volatilities are important factors.


Due to the higher degree of estimation uncertainty, the complexity and subjectivity of the valuation techniques used in measurement of such financial instruments, and other inherent risk factors like the implications of COVID-19 on key assumptions and the unexpected volatility and illiquidity in the markets this area is subject to a higher risk of material misstatement. Therefore, we consider the valuation of level 2 and 3 financial instruments as a key audit matter in our audit.

Control design and operating effectiveness

We evaluated the design and tested the operating effectiveness of the internal controls with respect to the governance over the applied valuation models, the financial instrument deal capturing process, the source data management and the valuation of financial instruments.

We determined that we could rely on these controls for the purpose of our audit.

Assessment of the fair value valuation of financial instruments

Taken the complexity of the fair value valuation for each type of level2 and 3 instruments, together with our internal valuation experts, we applied a combination of testing how management made the estimate and developed our own auditor’s point estimate or range. Specifically, we performed the following:


For financial instruments tested by means of how management made the estimate, we:

determined that the models were validated prior to usage and when there were changes to the model, periodic reviews are in place to ensure it is still suitable for its intended use.


For financial instruments for which we developed our own auditor’s point estimate or range, we:

developed for a sample of financial instruments our own auditor’s point estimate or range.


For both testing strategies applied, we:

determined that appropriate change control policy and procedures are in place;

determined that management uses appropriate skills and knowledge in using the model;

performed substantive procedures over maintenance of completeness and accuracy of data and significant assumptions through the estimation process;

tested operating effectiveness of relevant controls (e.g. controls around automated interfaces) that safeguard completeness and accuracy of significant assumptions and data throughout the estimation process;

determined whether the significant assumptions (e.g. discount rate, projected future cash flows) used by management to develop the estimate are appropriate in the context of the applicable financial reporting framework;

determined whether the data (e.g. risk-free rate, market data related to similar transactions and contractual terms and conditions of the instruments) are appropriate in the context of the applicable financial reporting framework and are relevant and reliable in the circumstances; and

reconciled the assumptions and data to available external resources.


Furthermore, we evaluated the impact study performed over the €35.1 million (pre-tax) loss due to COVID-19 on the Structured Products desk incurred in 2020 and the measures taken to reduce future risk of re-occurrence.


Based on the above addressed procedures, we found that management’s outcome of the models and classification of the fair value of the level 2 and 3 financial instruments are reasonable.

We assessed the completeness and accuracy of the disclosures relating to the financial instruments measured at fair value and verified compliance with disclosure requirements from EU IFRS 7.



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Key audit matter

Our audit work and observations

Reliability and continuity of IT systems

See subsection 4.0 ‘Business continuity management’ of the Risk Management paragraph.


The Group relies on the reliability and continuity of information technology (IT) systems for its operational, regulatory and financial reporting processes.


The Group’s accounting and reporting processes are heavily dependent on IT general controls (ITGCs) that establish and preserve the ongoing integrity of the system access rights and restrictions intended in the design of internal control.


The Group is executing a significant number of IT projects to continue to meet the high reporting standards and expectations from stakeholders relating to operating effectiveness, efficiency, cybersecurity and data quality. In this way, the Group is accommodating the ongoing regulatory changes imposed to the banking industry. These projects result in changes in several of the Group’s control activities related to financial reporting. This could increase the risk of material misstatement in financial reporting.


We consider the integration of the Belgian branch’s IT environment into the environment managed in the Netherlands (‘Project Minerva’) one of the most significant IT projects that were completed during the year.


Deficiencies in ITGCs as such could have a pervasive impact across the Group’s internal control framework. Also, outsourcing activities within the Group and to third party service providers is considered an additional focus area to our audit as this brings extra complexity to the IT environment. Through the period of change, there is an increased risk that ITGCs are not operating as intended.


As a result of the above changes, in combination with the increased threat and probability of cyberattacks following COVID-19, we identified the reliability and continuity of information technology of the Group as a key audit matter.



We focused on the ITGCs to the extent relevant for the purpose of our audit of the financial statements.


As part of our audit, our efforts were focused on:

entity-level controls over information technology in the IT organisation, including IT governance, IT risk management and cybersecurity management;

governance over the strategic IT transformational projects including vendor risk and third-party assurance;

for the procedures performed on the outsourced activities relevant to our audit scope, we refer to the section ‘The scope of our group audit’ above;

management of access to programmes and data, including user access to the network, access to and authorisations within applications, privileged access rights to applications, databases and operating systems;

management of changes to applications and IT infrastructure, including the change of the management process and the implementation of changes in the production systems;

computer operations, including batch monitoring, back-up and recovery and incident management; and

management of cybersecurity, through understanding of the Group’s approach to enhancing and managing cybersecurity.


The integration of the Belgian branch’s IT environment into the environment managed in the Netherlands was part of our audit procedures. We performed both controls testing and test of details to evaluate on the proper migration of data relevant to the audit of the financial statements and to address the risk that controls do not function properly as a result of the change.


We evaluated the Group’s assessment and procedures related to the COVID-19 situation (for both internal and key outsourced systems). We have not identified significant impact on the IT environment or cyberattacks due to the COVID-19 situation during the year under audit.


Our audit procedures indicate that we could place reliance on these controls for the purpose of our audit.



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Report on the other information included in the annual report

In addition to the financial statements and our auditor’s report thereon, the annual report contains other information that consists of:

Chairman’s message;

2020: a year in review;

Who we are and what we do;

Our strategic framework;

Our value creation;

Progress report;

Report of the Supervisory Board;

Renumeration report;

Corporate governance;

Our Executive and Supervisory Boards;

Reconciliation of IFRS and management reporting; and

Other information, including the other information pursuant to Part 9 of Book 2 of the Dutch Civil Code.

Based on the procedures performed as set out below, we conclude that the other information:

is consistent with the financial statements and does not contain material misstatements; and

contains the information that is required by Part 9 of Book 2 and the sections 2:135b and 2:145 subsection 2 of the Dutch Civil Code.

We have read the other information. Based on our knowledge and understanding obtained in our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements.

By performing our procedures, we comply with the requirements of Part 9 of Book 2 and section 2:135b subsection 7 of the Dutch Civil Code and the Dutch Standard 720. The scope of such procedures was substantially less than the scope of those performed in our audit of the financial statements.

The statutory board is responsible for the preparation of the other information, including the directors’ report and the other information in accordance with Part 9 of Book 2 of the Dutch Civil Code and the remuneration report in accordance with the sections 2:135b and 2:145 subsection 2 of the Dutch Civil Code.

Report on other legal and regulatory requirements and ESEF

Our appointment

We were appointed as auditors of Van Lanschot Kempen N.V. on 13 May 2015 by the general meeting following a recommendation by the supervisory board. Our appointment has been renewed annually by shareholders representing a total period of uninterrupted engagement appointment of five years.

No prohibited non-audit services

To the best of our knowledge and belief, we have not provided prohibited non-audit services as referred to in article 5(1) of the European Regulation on specific requirements regarding statutory audit of public-interest entities.

Services rendered

The services, in addition to the audit, that we have provided to the Company and its controlled entities, for the period to

which our statutory audit relates, are disclosed in note 31 to the financial statements.

European Single Electronic Format (ESEF)

The Company has prepared its annual report, including the financial statements, in ESEF. The requirements for this format are set out in the Commission Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (these requirements are hereinafter referred to as: the RTS on ESEF).

In our opinion, the annual report prepared in the XHTML format, including the partially tagged consolidated financial statements as included in the reporting package by the Company, has been prepared in all material respects in accordance with the RTS on ESEF.

The statutory board is responsible for preparing the annual report including the financial statements in accordance with the RTS on ESEF, whereby the statutory board combines the various components into a single reporting package. Our responsibility is to obtain reasonable assurance for our opinion whether the annual financial report in this reporting package, is in accordance with the RTS on ESEF.

Our procedures, taking into account Alert 43 of NBA (the Royal Netherlands Institute of Chartered Accountants), included amongst others:

obtaining an understanding of the entity's financial reporting process, including the preparation of the reporting package;

obtaining the reporting package and performing validations to determine whether the reporting package containing the Inline XBRL instance document and the XBRL extension taxonomy files has been prepared, in all material respects, in accordance with the technical specifications as included in the RTS on ESEF;

examining the information related to the consolidated financial statements in the reporting package to determine whether all required tagging has been applied and whether these are in all material respects in accordance with the RTS on ESEF.

Responsibilities for the financial statements and the audit

Responsibilities of the statutory board and the supervisory board for the financial statements

The statutory board is responsible for:

the preparation and fair presentation of the financial statements in accordance with EU-IFRS and with Part 9 of Book 2 of the Dutch Civil Code; and for

such internal control as the statutory board determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

As part of the preparation of the financial statements, the statutory board is responsible for assessing the Company’s ability to continue as a going concern. Based on the financial reporting frameworks mentioned, the statutory board should prepare the financial statements using the going-concern basis of accounting unless the statutory board either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so. The statutory board should disclose events and circumstances that may cast significant



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doubt on the Company’s ability to continue as a going concern in the financial statements.

The supervisory board is responsible for overseeing the Company’s financial reporting process.

Our responsibilities for the audit of the financial statements

Our responsibility is to plan and perform an audit engagement in a manner that allows us to obtain sufficient and appropriate audit evidence to provide a basis for our opinion. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high but not absolute level of assurance, which makes it possible that we may not detect all material misstatements. Misstatements may arise due to fraud or error. They are considered to be material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

Materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.

A more detailed description of our responsibilities is set out in the appendix to our report.

Amsterdam, 24 February 2021

PricewaterhouseCoopers Accountants N.V.

Original has been signed by

R.E.H.M. van Adrichem RA



Appendix to the auditor’s report on the financial statements 2019 of Van Lanschot Kempen N.V.

218

APPENDIX TO OUR AUDITOR’S REPORT ON THE FINANCIAL STATEMENTS 2020 OF VAN LANSCHOT KEMPEN N.V.

In addition to what is included in our auditor’s report, we have further set out in this appendix our responsibilities for the audit of the financial statements and explained what an audit involves.

The auditor’s responsibilities for the audit of the financial statements

We have exercised professional judgement and have maintained professional scepticism throughout the audit in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit consisted, among other things, of the following:

Identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the intentional override of internal control.

Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the statutory board.

Concluding on the appropriateness of the statutory board’s use of the going-concern basis of accounting, and based on the audit evidence obtained, concluding whether a material uncertainty exists related to events and/or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report and are made in the context of our opinion on the financial statements as a whole. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluating the overall presentation, structure and content of the financial statements, including the disclosures, and evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.


Considering our ultimate responsibility for the opinion on the consolidated financial statements, we are responsible for the direction, supervision and performance of the group audit. In this context, we have determined the nature and extent of the audit procedures for components of the Group to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole. Determining factors are the geographic structure of the Group, the

significance and/or risk profile of group entities or activities, the accounting processes and controls, and the industry in which the Group operates. On this basis, we selected group entities for which an audit or review of financial information or specific balances was considered necessary.


We communicated with the supervisory board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. In this respect, we also issue an additional report to the audit committee in accordance with article 11 of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. The information included in this additional report is consistent with our audit opinion in this auditor’s report.


We provide the supervisory board with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related actions taken to eliminate threats or safeguards applied.


From the matters communicated with the supervisory board, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the matter is in the public interest.




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ASSURANCE REPORT OF THE INDEPENDENT AUDITOR

To: the general meeting and the supervisory board of Van Lanschot Kempen N.V.

Assurance report on the sustainability information 2020

Our conclusion

Based on our procedures performed nothing has come to our attention that causes us to believe that the sustainability information included in the annual report 2020 Van Lanschot Kempen N.V. does not present, in all material respects, a reliable and adequate view of:

the policy and business operations with regard to corporate social responsibility; and

the thereto related events and achievements for the year ended 31 December 2020,

in accordance with the Sustainability Reporting Standards of the Global Reporting Initiative (GRI) and the internally applied reporting criteria as included in the section ‘reporting criteria’.


What we have reviewed

We have reviewed the sustainability information for the year ended 31 December 2020, as included in the annual report 2020, in the following sections:

Chairman’s message;

2020: A year in review;

Who we are and what we do;

Our strategic framework;

Our value creation; and

the ‘Sustainability Supplement 2020’ supplement (hereafter: ‘the sustainability information’).


The sustainability information comprises a representation of the policy and business operations of Van Lanschot Kempen N.V., Den Bosch (hereafter: ‘Van Lanschot Kempen’) with regard to corporate social responsibility and the thereto related business operations, events and achievements for the year ended 31 December 2020.

The basis for our conclusion

We have performed our review in accordance with Dutch law, which includes the Dutch Standard 3810N ‘Assuranceopdrachten inzake maatschappelijke verslagen’ ('Assurance engagements on corporate social responsibility reports'). Our responsibilities under this standard are further described in the section ‘Our responsibilities for the review of the sustainability information’ of this assurance report.

We believe that the assurance evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Independence and quality control

We are independent of Van Lanschot Kempen in accordance with the ‘Verordening inzake de onafhankelijkheid van accountants bij assuranceopdrachten’ (ViO – Code of Ethics for Professional Accountants, a regulation with respect to independence) and other for the engagement relevant independence requirements in the Netherlands. Furthermore, we have complied with the ‘Verordening gedrags- en beroepsregels accountants’ (VGBA – “Dutch Code of Ethics”).

We apply the ‘Nadere voorschriften kwaliteitssystemen’ (NVKS – Regulations for quality systems) and accordingly maintain a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and other relevant legal and regulatory requirements.

Reporting criteria

The sustainability information needs to be read and understood in conjunction with the reporting criteria. The statutory board of Van Lanschot Kempen is solely responsible for selecting and applying these reporting criteria, taking into account applicable law and regulations related to reporting.

The reporting criteria used for the preparation of the sustainability information are the Sustainability Reporting Standards of the Global Reporting Initiative (GRI) and the internally applied reporting criteria, as disclosed in the section ‘Reporting principles’ of the ‘our value creation story 2020’ supplement. The absence of an established practice on which to draw, to evaluate and measure non financial information allows for different, but acceptable, measurement techniques and can affect comparability between entities and over time.

Limitations to the scope of our review

The sustainability information includes prospective information such as expectations on ambitions, strategy, plans and estimates and risk assessments. Inherently, the actual results are likely to differ from these expectations. These differences may be material. We do not provide any assurance on the assumptions and the achievability of prospective information in the sustainability information.

The links to external sources or websites in the sustainability information are not part of the sustainability information reviewed by us. We do not provide assurance over information outside of the section mentioned in paragraph ‘What we have reviewed’.

Responsibilities for the sustainability information and the review

Responsibilities of the statutory board and the supervisory board

The statutory board of Van Lanschot Kempen is responsible for the preparation of reliable and adequate sustainability information in accordance with the reporting criteria as included in section ‘reporting criteria’, including the identification of stakeholders and the definition of material matters. The choices made by the statutory board regarding the scope of the sustainability information and the reporting policy are summarized in the section ‘Reporting principles’ of the ‘Sustainability Supplement 2020’ supplement. The statutory board is responsible for determining that the applicable reporting criteria are acceptable in the circumstances.

The statutory board is also responsible for such internal control as the statutory board determines is necessary to enable the preparation of the sustainability information that is free from material misstatement, whether due to fraud or errors.



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The supervisory board is responsible for overseeing Van Lanschot Kempen’s reporting process on the sustainability information.

Our responsibilities for the review of the sustainability information

Our responsibility is to plan and perform the review engagement in a manner that allows us to obtain sufficient and appropriate assurance evidence to provide a basis for our conclusion.


Procedures performed to obtain a limited level of assurance are aimed to determine the plausibility of information and vary in nature and timing from, and are less in extent, than for a reasonable assurance engagement. The level of assurance obtained in review engagements is therefore substantially less than the assurance obtained in audit engagements..

Procedures performed

We have exercised professional judgement and have maintained professional scepticism throughout the review, in accordance with the Dutch Standard 3810N, ethical requirements and independence requirements.

Our procedures included amongst others:

Performing an analysis of the external environment and obtaining insight into relevant social themes and issues and the characteristics of Van Lanschot Kempen.

Evaluating the appropriateness of the reporting criteria used, their consistent application and related disclosures in the sustainability information. This includes the evaluation of the results of the stakeholders’ dialogue and the reasonableness of estimates made by the statutory board.

Obtaining an understanding of the reporting processes for the sustainability information, including obtaining a general understanding of internal control relevant to our review.

Identifying areas of the sustainability information with a higher risk of misleading or unbalanced information or material misstatement, whether due to fraud or errors. Designing and performing further assurance procedures aimed at determining the plausibility of the sustainability information responsive to this risk analysis. These procedures consisted amongst others of:

Interviewing management and relevant staff at corporate and business level responsible for the sustainability strategy, policy and results;

Interviewing relevant staff responsible for providing the information for, carrying out internal control procedures on, and consolidating the data in the sustainability information;

Obtaining assurance evidence that the sustainability information reconciles with underlying records of Van Lanschot Kempen;

Reviewing, on a limited test basis, relevant internal and external documentation;

Performing an analytical review of the data and trends;

Reconciling the relevant financial information with the financial statements.

Evaluating the consistency of the sustainability information with the information in the annual report, which is not included in the scope of our review.

Evaluating the presentation, structure and content of the sustainability information.

To consider whether the sustainability information as a whole, including the disclosures, reflects the purpose of the reporting criteria used.

Amsterdam, 24 February 2021

PricewaterhouseCoopers Accountants N.V.

Original has been signed by

R.E.H.M. van Adrichem RA



Articles of association on profit appropriation

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ARTICLES OF ASSOCIATION ON PROFIT APPROPRIATION

Profit is appropriated in accordance with Article 32 of the Articles of Association. This article states that the dividend on Class C preference shares1 must first be paid from distributable profits (Article 32(1)). The Statutory Board, with the approval of the Supervisory Board, will then determine what portion of remaining profits after dividend distribution on Class C preference shares will go to reserves (Article 32(3)).

The portion of the profit remaining after the distribution on Class C preference shares and transfer to the reserves will be at the disposal of the annual general meeting of shareholders, providing that no further distributions shall be made on Class C preference shares.

If losses have been suffered in any financial year which could not be covered by a reserve or in any other way, no profit distributions will be made until such losses have been recovered (Article 32(5)).

The Statutory Board may decide that a dividend distribution on Class A ordinary shares will be made in full or in part in the form of shares or depositary receipts rather than in cash. This decision is subject to the approval of the Supervisory Board (Article 32(8)).


1There are no Class C preference shares in issue.



Stichting Administratiekantoor van gewone aandelen A Van Lanschot Kempen

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STICHTING ADMINISTRATIEKANTOOR VAN GEWONE AANDELEN A VAN LANSCHOT KEMPEN

Board report

The board (“the Board”) of Stichting Administratiekantoor van gewone aandelen A Van Lanschot Kempen (“the Foundation”) reports on its activities in 2020.

Purpose, policies and activities

The Stichting issues depositary receipts for shares that are exchangeable for their underlying Class A ordinary shares in Van Lanschot Kempen NV (“Van Lanschot Kempen”). Its policy is solely aimed at pursuing what is described in its objects clause as included in Article 2 of its Articles of Association (statutaire doelomschrijving). Its activities exclusively concern holding and managing shares in Van Lanschot Kempen; the Stichting does not engage in any commercial activities.


In line with the Dutch Corporate Governance Code, at every Van Lanschot Kempen general meeting the Stichting grants a proxy to depositary receipt holders that either attend the meeting in person or are represented by a third party. In other words, depositary receipt holders can always vote at their own discretion for the number of shares for which they hold depositary receipts.


In 2020, the Stichting’s activities consisted of:


Convening board meetings (at which the matters mentioned below were discussed);

Granting proxies for Van Lanschot Kempen’s general meetings;

Attending Van Lanschot Kempen’s general meeting;

Exercising the voting rights on Van Lanschot Kempen shares held by the Stichting at Van Lanschot Kempen’s general meetings, to the extent that no proxies had been granted to depositary receipt holders; and

Holding a meeting of the holders of depositary receipts.


The Stichting will continue to pursue its policies and activities in 2021 in accordance with its objects clause and in keeping with past practice.


The Stichting’s income consists of an “independence donation” paid by Van Lanschot Kempen Wealth Management NV. Costs incurred typically only consist of the remuneration due to its Board members and administrative charges (such as accountants' fees). As the Stichting does not have any discretionary funds, it has no policies in place related to such spending. The Board expects the Stichting’s budget for 2021 to be similar to the budget (as well as the profit and loss account) for 2020.

The outbreak of the Covid-19 virus in 2020 has had significant consequences for the global economy. In view of the nature of the activities of the Stichting and especially the fact that it does not conduct any commercial activities, it has not been directly impacted by the consequences of the pandemic. The Board is not aware of any indication (and therefore has no expectation) that the pandemic will in any way impact on the funding provided to the Stichting by Van Lanschot Kempen.

Board meetings

In 2020, the Board held three board meetings, on 22 April 2020, 7 October 2020, and 16 November 2020. Topics covered in these meetings included:

Van Lanschot Kempen’s 2019 financial statements;

The state of affairs within Van Lanschot Kempen, also in light of the consequences of the measures in relation to the COVID-19 pandemic;

The agenda of the general meeting of Van Lanschot Kempen held on 28 May 2020 (“the AGM”) and the Stichting’s voting intentions;

the proposals related to the remuneration policy in respect of Van Lanschot Kempen’s Statutory and Supervisory Boards as well as the remuneration report;

Van Lanschot Kempen’s 2020 half-year results;

The preparations in relation to the meeting of holders of depositary receipts of 16 November 2020;

The manner in which the Stichting will perform its obligations under the Dutch implementation act in relation to the registration of the ultimate beneficial owners of companies and other legal entities; and

The re-appointment of Mr J. Meijer Timmerman Thijssen and Ms C.M.P. Mennen-Vermeule as members of the Board and the composition of the Board more generally.

Van Lanschot Kempen’s general meetings

The Board attended the AGM and the Stichting granted proxy votes to holders of depositary receipts for shares that attended the meeting in person or were represented by third parties. This enabled these depositary receipt holders to vote at their own discretion for the number of Class A ordinary shares corresponding to the depositary receipts of Class A ordinary shares held by them at record date. The Stichting voted, at its own discretion, on the Class A ordinary shares for which no proxy votes had been requested. Such shares represented 34.2% of the total number of votes that could be cast at the AGM.

The Board carefully considered each of the items put to the ballot. With regard to the proposals related to the remuneration policy in respect of Van Lanschot Kempen’s Statutory and Supervisory Boards, as well as the remuneration report, the Board took into consideration the reactions of various stakeholders as well as discussions conducted with respect thereto between the members of the Board and the chairman of the Remuneration Committee of Van Lanschot Kempen’s Supervisory Board. After due consideration the Board decided to vote in favour of all items put to the ballot, including the items relating to the remuneration policy and the remuneration report. 

Meeting of depositary receipts holders and composition of the Board

In 2020, two vacancies arose due to the expiry of the current terms of Mr J. Meijer Timmerman Thijssen and Ms C.M.P. Mennen-Vermeule in accordance with the appointment schedule. Both Mr J. Meijer Timmerman Thijssen and Ms C.M.P. Mennen-Vermeule were available for reappointment.




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The Board convened a meeting of the holders of depositary receipts which took place on 16 November 2020. Holders of depositary receipts were granted the opportunity to make recommendations as to these vacancies prior to the meeting of depositary receipt holders. No such recommendations were received prior to the meeting. During the meeting the Board explained its intention to re-appoint

Mr J. Meijer Timmerman Thijssen and Ms C.M.P. Mennen-Vermeule. After the depositary receipts holders meeting the Board re-appointed Mr J. Meijer Timmerman Thijssen for the period until the depositary receipt holders' meeting to be held in 2022 and Ms C.M.P. Mennen-Vermeule for the period until the depositary receipt holders meeting to be held in 2024. The reappointment of Mr J. Meijer Timmerman Thijssen was motivated by the wish to maintain Board continuity. After the expiry of Mr J. Meijer Timmerman Thijssen’s current term in 2022, he will not be available for reappointment. At the request of the Board, the holders of depositary receipts confirmed their trust in the Board.

The Board’s current members are:

J. Meijer Timmerman Thijssen, Chairman

C.M.P. Mennen-Vermeule, Secretary

W.F. Hendriksen

Mr Meijer Timmerman Thijssen is a consultant with

Freshfields Bruckhaus Deringer.

Ms Mennen-Vermeule is Chief Executive Officer at

Brand Loyalty Group.

Mr Hendriksen is a partner at Van Doorne.

The annual remuneration of the Chairman of the Board amounts to €10,000 (excluding VAT) and that of each other Board member to €7,500 (excluding VAT).

Expenses

Other expenses incurred by the Stichting amounted to €22,683 in 2020.

Outstanding depositary receipts

On 31 December 2020, the Foundation held 41,359,667 Class A ordinary shares with a nominal value of €1 each, for which depositary receipts with the same nominal value have been issued.

Other

The Stichting is a legal entity independent of Van Lanschot Kempen, as referred to in Section 5:71 (1) sub-paragraph (d) of the Financial Supervision Act (Wft).


Stichting contact details

The  Board can be contacted at:

Secretariat of Stichting administratiekantoor gewone aandelen A Van Lanschot Kempen

PO Box 1021

5200 HC ’s-Hertogenbosch

The Netherlands

The Board

's-Hertogenbosch, the Netherlands, 28 January 2021



Stichting Preferente aandelen C Van Lanschot Kempen

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STICHTING PREFERENTE AANDELEN C VAN LANSCHOT KEMPEN

Board report

The board (“the Board”) of Stichting Preferente aandelen C Van Lanschot Kempen (“the Stichting”) reports on its activities in 2020.

Purpose, policies and activities

The Stichting was set up on 28 December 1999 and has its seat in ’s-Hertogenbosch, the Netherlands.


The purpose of the Stichting is to safeguard the interests of Van Lanschot Kempen NV (Van Lanschot Kempen) and its stakeholders, and to avert outside influences that could threaten its continuity, autonomy or identity to the detriment of such interests. The Stichting pursues its purpose by acquiring Class C preference shares in the capital of Van Lanschot Kempen, and by exercising the rights attached to these shares.


The Stichting and Van Lanschot Kempen have signed a call option agreement granting the Stichting the right to acquire Class C preference shares up to 100% of the value of Van Lanschot Kempen’s share capital in issue before the exercise of the call option, less one share. When acquiring Class C preference shares, the Stichting is required to pay a minimum of 25% of the nominal amount. To ensure it will be able to pay when the time comes, the Stichting has a funding agreement with ING Bank in place. Van Lanschot Kempen aims to keep any period with outstanding Class C preference shares as brief as possible, and has committed itself to a maximum of one year as the term within which Van Lanschot Kempen will propose to the general meeting to redeem any Class C preference shares.


The Stichting’s policy is exclusively aimed at pursuing the purpose as described above. It does not in any way engage in commercial activities, or any other type of activities as long as there are no circumstances that, pursuant to its objects clause, would give the Stichting cause to act and exercise its powers.

In 2020, the Stichting’s activities consisted of convening a Board meeting as well as holding ad hoc consultations as and when required.

The Stichting’s income consists of an “independence donation” paid by Van Lanschot Kempen Wealth Management NV. Costs incurred by the Stichting typically only consist of a commitment fee due to ING Bank in relation to the funding agreement, the remuneration due to its Board members and administrative charges (such as accountancy fees). As the Stichting does not have any discretionary funds, it has no policies in place related to such spending. The Board expects the Stichting’s budget for 2021 to be similar to the budget (as well as the profit and loss account) for 2020.

The outbreak of the Covid-19 virus has had significant consequences for the global economy. In view of the nature of the activities of the Stichting and especially the fact that the Stichting does not conduct any commercial activities, the Stichting has not been directly impacted by the

consequences of the pandemic. The Board is not aware of any indication (and therefore has no expectation) that the pandemic will in any way impact on the funding provided to the Stichting by Van Lanschot Kempen.

Board meetings

In 2020, the Board convened for one meeting, on 15 June 2020. Topics discussed at that meeting included:


The state of affairs within Van Lanschot Kempen in light of the Covid-19 pandemic;

Van Lanschot Kempen’s figures for 2019;

The loan facility of the Stichting with ING Bank; and

The minutes of the Board meeting of 25 June 2019.

Extension of loan facility

The term of the loan facility of the Stichting with ING Bank was due to expire on 31 December 2020. In cooperation with ING Bank the Stichting extended the term of the loan facility until 31 December 2023, under materially the same terms.

Composition of the Board

The Board appoints its own members.

The present members of the Board are:

A.A.M. Deterink, Chairman

P.J.J.M. Swinkels

H.P.M. Kivits

Mr Deterink is a former partner of Deterink Advocaten en Notarissen.

Mr Swinkels is the former Chairman of the Board of Directors of Bavaria.

Mr Kivits is the former Chairman of Stage Entertainment.

The annual remuneration of the Chairman of the Board amounts to €10,000 (excluding VAT), and that of each other Board member to €7,500 (excluding VAT).

Expenses

Other expenses incurred by the Stichting amounted to €125,312 in 2020.

Other

The Stichting is a legal entity independent of Van Lanschot Kempen, as referred to in Section 5:71 (1) sub-paragraph (c) of the Financial Supervision Act (Wft).

The Board

's-Hertogenbosch, the Netherlands, 28 January 2021



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GLOSSARY

Advanced internal ratings-based approach (A-IRB)

The most sophisticated credit risk measurement technique. Under A-IRB, a bank is allowed to develop its own models, based on direct or indirect observations, to estimate parameters for calculating risk-weighted assets. Credit risk under A-IRB is determined by using internal input for probability of default (PD), loss given default (LGD), exposure at default (EAD) and maturity (M).

Amortised cost

The amount for which financial assets or liabilities are initially recognised less redemptions, plus or minus accumulated depreciation/amortisation using the effective interest rate method for the difference between the original amount and the amount at maturity date, less impairments or amounts not received.

Assets under administration (AuA)

Assets which are entrusted by clients to Van Lanschot Kempen purely for custody or for which solely administrative services are performed. Clients take their own investment decisions, over which Van Lanschot Kempen has no influence.

Assets under discretionary management

Client assets entrusted to Van Lanschot Kempen under a discretionary management agreement, irrespective of whether these assets are held in investment funds, deposits, structured products (Van Lanschot Kempen index guarantee contracts) or cash.

Assets under management (AuM)

Assets deposited with Van Lanschot Kempen by clients, breaking down into assets under discretionary management and assets under non-discretionary management.

Assets under monitoring and guidance

Client assets that are only subject to monitoring, plus minor advisory and related services. Clients make their own investment decisions and Van Lanschot Kempen has little or no influence on the management of these assets.

Assets under non-discretionary management

Client assets held for clients by Van Lanschot Kempen, irrespective of whether these assets are held in investment funds, deposits, structured products (index guarantee contracts) or cash, with either a Van Lanschot Kempen investment adviser advising the client on investment policy or clients making their own investment decisions without Van Lanschot Kempen’s input.

Basel III

The framework drawn up by the Basel Committee on Banking Supervision, which introduces a stricter definition of capital and several new ratios and buffers with which banks must comply.

Basel IV

The reform of Basel III, commonly referred to as “Basel IV”, involves the final calibration and design of capital output floors, based on revised standardised approaches. It also includes reforms of the IRB approach and the standardised approach for credit and operational risk.

Capital conservation buffer

Capital Requirements Directive IV (CRD IV) requires Van Lanschot Kempen to maintain Common Equity Tier 1 capital equivalent to 2.5 times total risk exposure as a capital conservation buffer. If an institution fails to maintain this capital conservation buffer, it will be restricted in making discretionary distributions.

Cash flow hedges (hedge accounting)

Instruments to hedge the exposure to fluctuations in cash flows of assets, liabilities or future transactions, arising as a result of interest rate changes and/or inflation.

Client option positions

Clients are unable to buy or sell share options directly on the stock exchange. Van Lanschot Kempen purchases or sells on behalf of these clients and covers this with offsetting transactions on the stock exchange. Such receivables and payables are recognised under Derivatives.

Combined buffer requirements

From 2016, subject to transitional provisions, institutions have been required to maintain capital buffers in addition to the own funds requirements contained in the Capital Requirements Regulation (CRR). For Van Lanschot Kempen, the combined buffer requirement consists of the capital conservation buffer extended by the institution-specific countercyclical capital buffer. The G-SII buffer, O-SII buffer and systemic risk buffer are not applicable to Van Lanschot Kempen.

Common Equity Tier 1 (CET 1) capital

Also referred to as core capital. CET 1 capital encompasses a bank’s share capital, share premium and other reserves, adjusted for deductions as specified by regulators, such as goodwill, deferred tax assets and IRB shortfall.

Common Equity Tier 1 (CET 1) ratio

CET 1 capital as a percentage of total risk-weighted assets.

Contingent liabilities

All commitments arising from transactions for which the bank has given a guarantee to third parties.

Countercyclical capital buffer

Common Equity Tier 1 capital equivalent to the total risk exposure amount (calculated in accordance with the CRR) multiplied by the weighted average of the countercyclical buffer rates. The countercyclical buffer rates are set by the designated authority in each member state on a quarterly basis. The buffer is determined by calculating the weighted average of the countercyclical buffer rates that apply in the jurisdictions of the relevant credit exposures.



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Credit-linked swaps

Swaps where variable interest payments linked to Euribor, possibly with a lower or upper limit, are exchanged for credit guarantees in respect of a third party. The counterparty is obliged to pay out if the third party is no longer able to meet its payment obligations. The contract will identify specific payment-triggering events.

Credit risk

The risk that loans are not repaid, not fully repaid or not repaid on time.

Credit support annex (CSA)

Forming part of an international swaps and derivatives agreement (ISDA), a CSA regulates credit support (collateral) for obligations resulting from derivatives.

Credit valuation adjustment (CVA)

An adjustment made on the valuation of derivatives transactions with a counterparty, reflecting the current market value of counterparty credit risk.

Currency options

Currency options grant their buyer the right, but not the obligation, to buy or sell a quantity of a certain currency at a pre-determined exchange rate during or at the end of a pre-determined period. The currency option constitutes an obligation for the seller. Van Lanschot Kempen’s currency options mainly relate to client transactions covered by offsetting transactions in the markets.

De Nederlandsche Bank (DNB)

The Dutch central bank. dnb.nl/en

Defined benefit scheme

A pension scheme other than a defined contribution scheme (see below). In a defined benefit scheme, the company has the constructive obligation to make up any deficit in the scheme. This does not have to be based on any legal requirements, but may be simply on the basis of an historical intention on the part of the company to make up any deficits.

Defined contribution scheme

A scheme in which the company makes agreed contributions to a separate entity (a pension fund) to secure pension rights. The company is not obliged, either legally or effectively, to pay additional contributions if the pension fund does not have enough assets to cover all of its current and future obligations.

Derivatives

Financial assets whose value derives from the value of other financial assets, indices or other variables. Van Lanschot Kempen holds both derivatives whose size (face value), conditions and prices are determined between Van Lanschot Kempen and its counterparties (OTC derivatives), and standardised derivatives traded on established markets.

Discounted cash flow (DCF)

A method to value an investment by estimating future cash flows, taking account of the time value of money.

Duration of equity

A measure of the interest rate sensitivity of equity that reflects the impact on equity of a 1% parallel shift in the interest curve.

Dutch Authority for the Financial Markets (AFM)

The Dutch regulator for financial institutions in the Netherlands. afm.nl/en

Economic hedges

Derivatives used to manage risks without applying hedge accounting, carried at fair value. At Van Lanschot Kempen, these primarily take the shape of interest rate derivatives.

Effective interest rate

The rate that discounts estimated cash flows to the net carrying amount of the financial asset over the life of an instrument, or, where appropriate, over a shorter period.

Efficiency ratio

Operating expenses excluding impairments and result from the sale of public and private sector loans and advances, as a percentage of income from operating activities.

Engagement

A sustainability strategy that seeks to persuade companies, fund managers, borrowers and other stakeholders through active dialogue that their sustainability policies should be made compatible with international treaties and conventions.

Expected loss (EL)

Expected loss on loans, expressed in the formula EL=PD*EAD*LGD.

Expected credit loss (ECL) IFRS 9

The probability-weighted estimate of credit losses (i.e., the present value of all cash shortfalls) over the expected life of a financial instrument.

Exposure at default (EAD) Basel

Exposure at the time of a client’s default, also referred to as net exposure.

Exposure at default (EAD) IFRS 9

The exposure at default is an estimate of the exposure at a future default date, taking into account expected changes in the exposure after the reporting date, including repayments of principal and interest, whether scheduled by contract or otherwise, expected drawdowns on committed facilities, and accrued interest from missed payments.

Fair value hedges (hedge accounting)

A fair value hedge comprises one or more swaps concluded to cover the changes in fair value resulting from changes in interest rates, of debt securities, for example. Hedge relations are typically exact hedges, involving debt securities with fixed rates and terms being offset by swaps with exactly the same terms and fixed interest rates.

Fiduciary management

Holding assets as a trustee or in another fiduciary role for individuals, trusts, pension providers and other institutions. These assets are not included in the consolidated financial statements because they are not Van Lanschot Kempen’s assets.

Fitch

Credit rating agency. fitchratings.com

Forbearance

Making a concession regarding the terms and conditions of a loan agreement due to actual or anticipated financial difficulties which prevent a client from meeting its obligations



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vis- à-vis Van Lanschot Kempen. The concession enables the client to meet the revised obligations. This may also include the whole or partial refinancing of the existing loan.

Forum Ethibel

A Belgian consultancy in the field of corporate social responsibility (CSR) and socially responsible investment (SRI). forumethibel.org

Forwards

Contractual obligations to purchase or sell goods or financial assets at a future date at a pre-determined price. Forward contracts are customised contracts traded on the OTC markets.

Foundation internal ratings-based approach (F-IRB)

An advanced credit risk measurement technique. Under F-IRB, a bank is allowed to develop its own models, based on direct or indirect observations, to estimate parameters for calculating risk-weighted assets. Credit risk under F-IRB is determined by using internal input for probability of default (PD). In contrast to A-IRB, the loss given default (LGD) is included, based on prescribed values.

Funding ratio

The ratio between public and private sector liabilities and total loans and advances (excluding bank borrowing and lending).

Futures

Contractual obligations to purchase or sell goods or financial assets at a future date at a pre-agreed price. Futures are standardised contracts traded on organised markets, with stock exchanges acting as intermediaries and requiring daily settlement in cash and/or deposits of collateral. Van Lanschot Kempen has a number of futures on share indices on its books, partly for own use and partly for clients, for offsetting transactions in the markets.

General meeting

The body formed by voting shareholders and others with voting rights.

Global Reporting Initiative (GRI)

An independent organisation which develops guidelines for sustainability reports. Van Lanschot Kempen’s integrated annual report is based on GRI. globalreporting.org

Gross exposure

The value at which receivables are recognised in the consolidated statement of financial position, with the exception of derivatives. Gross exposure is calculated on the basis of an add-on percentage of the nominal value (fixed percentages in accordance with the Financial Supervision Act) and the positive replacement value.  

Hedge

Protection of a financial position – against interest rate risks in particular – by means of a financial instrument (typically a derivative).

IFRIC (International Financial Reporting Interpretations Committee)

The interpretative body of the International Accounting Standards Board (IASB). IFRIC interprets the application of International Financial Reporting Standards (IFRS) to ensure consistent accounting practices throughout the world and

provide guidance on reporting issues not specifically addressed in IFRS.

Impairment

Amount charged to the result for possible losses on non-performing or irrecoverable loans and advances. Alternatively, an impairment test may suggest lower asset values, if fair values have dipped below carrying amounts and/or the fair value of investments and associates have moved below cost.

Interest rate option

An agreement between a buyer and a seller, under which the seller guarantees the buyer a maximum interest rate (cap) or minimum interest rate (floor) for a fixed term.

Interest rate risk

The risk that profit and equity are impacted by changes in interest rates, in particular in the event of an intentional or unintentional mismatch in the terms of funds lent and borrowed.

Interest rate swaps

A contract in which two parties exchange interest payments for a pre-agreed period and a notional principal amount, while not swapping the face value. An interest rate swap typically involves exchanging fixed-rate cash flows for floating-rate cash flows in the same currency, with the floating rate based on a benchmark interest rate (usually Euribor).

Internal capital adequacy assessment process (ICAAP)

Strategies and procedures designed for the bank’s continuous assessment as to whether the amount, composition and distribution of its equity still reconcile with the size and nature of its current and potential future risks.

Internal ratings-based approach (IRB)

An advanced approach used to calculate credit risk. Van Lanschot Kempen applies both the foundation internal ratings- based (F-IRB) and advanced internal ratings-based (A-IRB) approaches. In this report, IRB refers to both internal ratings-based models.

International Financial Reporting Standards (IFRS)

Accounting and reporting standards drawn up by the International Accounting Standards Board. These standards have been adopted by the European Union and have been applied by us from the 2005 financial year.

Irrevocable commitments

All obligations resulting from irrevocable commitments that could result in loans being granted.

KCM

Kempen Capital Management NV

Level 1: Quoted prices in active markets

The fair value of financial instruments traded in an active market is based on the price at the reporting date (market price). The bid price is applied for financial assets and the offer price for financial liabilities. Since these instruments are traded in an active market, their prices adequately reflect current and frequent market transactions between unrelated parties.



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Level 2: Inputs observable in the markets

The fair value of financial instruments not traded in active markets (e.g. over-the-counter financial derivatives) is established using cash flow and option valuation models. On the basis of its estimates, Van Lanschot Kempen selects a number of methods and makes assumptions based on the market conditions (observable data) at the reporting date.

Level 3: Significance of unobservable market data

The financial assets in this category have been assessed on an individual basis. Their valuation is based on management’s best estimate by reference to the most recent prices, prices of similar instruments and, to a not insignificant extent, information not observable in the market.

Leverage ratio (LR)

The leverage ratio represents the relationship between total assets plus contingent items and the Basel III Tier 1 capital. It is calculated in accordance with the Delegated Act.

Liquidity coverage ratio (LCR)

The LCR represents the ratio between high-quality liquid assets and the balance of cash outflows and cash inflows in the next 30 days.

Liquidity risk

The risk that the bank has insufficient liquid assets available to meet current liabilities in the short term.  

Loss given default (LGD) Basel

An estimate of the loss for Van Lanschot Kempen after liquidation of the received collateral.

Loss given default (LGD) IFRS 9

The loss given default is an estimate of the loss arising in the event of a default occurring at a given time. It is based on the difference between the contractual cash flows due and those that the lender would expect to receive, including from the realisation of any collateral. It is typically expressed as a percentage of EAD.

Market risk

The risk that the value of a financial position changes due to movements in stock exchange prices, foreign exchange and/or interest rates.

Morningstar

Morningstar rates mutual funds and ETFs from 1 to 5 stars based on how well they have performed in comparison to similar funds and ETFs.

Net stable funding ratio (NSFR)

The relationship between available stable funding and the required amount of stable funding.

Non-performing loans (NPL)

Loans are classed as non-performing if they meet one or more of the following criteria: 1) significant limit overrun for a period of more than 90 days; 2) a probability of default of 1; 3) a provision has been taken; 4) forborne exposures for which the two-year probation period has not started.

Operational risk

The risk of direct or indirect losses as a result of inadequate or defective internal processes and systems, inadequate or defective human acts, or external events.

Net Promoter Score (NPS)

The NPS provides information on client loyalty and the number of promoters of the organisation. The score lies within a range of –100 to 100 points, the higher the better. The formula is as follows: NPS = % promoters - % detractors. Promoters give the organisation a score of 9 or 10, whereas detractors award a score of between 0 and 6.

Non-controlling interests

Non-controlling interests in entities that are fully consolidated by Van Lanschot Kempen.

OECD Guidelines

The OECD Guidelines describe what the Dutch government expects from multinational enterprises when it comes to corporate social responsibility. The Guidelines provide companies with guidance in the field of e.g. supply chain management, human rights, child labour, environment and corruption.

Principles for Responsible Investment (PRI)

The Principles for Responsible Investment (PRI) provide a framework for incorporating environmental, social and governance criteria in investment policies.

Probability of default (PD) Basel

The likelihood that a client will default within one year.

Probability of default (PD) IFRS 9

The probability of default is an estimate of the likelihood of default over a given time horizon. A default may only happen at a certain time during the assessed period if the facility has not been previously derecognised and is still in the portfolio.

Proxy voting

Kempen regards it as its fiduciary responsibility to vote at shareholder meetings for its own (Kempen) funds and – at the request of clients – for discretionary mandates. Its proxy voting policy describes how it fulfils this responsibility. kempen.nl/proxyvoting

Residential mortgage-backed securities (RMBS)

Securities backed by residential mortgages. A provider of residential mortgages (typically a bank) will sell these on to a separate entity, a special purpose vehicle (SPV). To finance the mortgages, the SPV will then issue securities called RMBS, which are secured by the mortgages.

Risk-weighted assets (RWA)

The assets of a financial institution after being adjusted by a weighting factor, set by its regulators, that reflects the relative risk attached to the relevant assets. Risk-weighted assets are used to calculate the minimum amount of capital the institution needs to hold. CRR/CRD IV uses the term “total risk exposure amount” instead of RWA, but for now we follow common usage.

SEC-ERBA

Securitisation: External-ratings-based approach.. Provided that securitisations meet operational requirements and have an external rating, the risk weight of a securitisation can be derived from, among other factors, the external rating, seniority and tranche maturity.




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Settlement risk

The risk for financial transactions that are not settled within five days of the agreed deadline if the difference between the agreed settlement price and the price at the reporting date could lead to a loss.


Shortfall

The difference between the calculated expected loss (EL) and the provision made for a loan for which the capital adequacy requirement is calculated using the IRB method. If the calculated EL exceeds the provision made, the difference must be deducted from Common Equity Tier 1 capital.

Solvency

The bank’s buffer capital expressed as a percentage of risk-weighted assets.

Standard & Poor’s

Credit rating agency. spratings.com

Standardised approach (SA)

A method used under Basel to measure operational, market and credit risks, based on a standardised approach, in which risk weightings are prescribed by the regulators.

Strategic risk

Current or future threats to the bank’s results or equity resulting from not or inadequately responding to changes in the environment and/or from taking incorrect strategic decisions. This is a part of the business risk.

Structured products

Synthetic investment instruments specially created to meet specific needs that cannot be met by the standardised financial assets available in the markets.

Sustainable Development Goals (SDGs)

In 2015, the United Nations set out the Sustainable Development Goals (SDGs) for 2030: a set of 17 highly ambitious goals relating to climate, poverty, healthcare, education and other challenges.

Tier 1 capital ratio

The ratio between total Tier 1 capital and risk-weighted assets.

Total capital ratio

The percentage of a bank’s capital adequacy, calculated by dividing qualifying capital by the risk-weighted assets as defined by the Bank for International Settlements (BIS).


Total risk exposure amount (TREA)

The sum of risk weighted exposure amounts for credit risk, foreign-exchange risk, settlement risk, counterparty risk, operational risk, market risk and for credit valuation adjustment (CVA) risk.

Total Tier 1 capital

Total Tier 1 capital of the bank includes share capital, share premium and other reserves, adjusted for certain deductions set by the regulator, such as goodwill and shortfall.

Total Tier 2 capital

Capital instruments and subordinated loans may be designated Tier 2 capital under certain conditions.

UN Global Compact

A non-binding United Nations pact to encourage and support global businesses to adopt sustainable and socially responsible policies, and to report on their implementation. The UN Global Compact is a principle-based framework for companies, setting out ten principles in the areas of human rights, labour, the environment and anti-corruption.

Value at risk (VaR)

Statistical analysis of historical market trends and volatilities, used to estimate the likelihood that a portfolio’s losses will exceed a certain amount.

Van Lanschot Kempen

Van Lanschot Kempen NV

VLKWM

Van Lanschot Kempen Wealth Management NV (formerly Van Lanschot NV)

Weighted average cost of capital (WACC)

A measure of the average cost of a company’s capital, in which debt and equity are proportionally weighted.

Wft (Financial Supervision Act)

Wft governs the supervision of the financial sector in the Netherlands.

Wholesale funding

A type of funding, in addition to savings and deposits, used by banks to fund operations and manage risks.



Ten-year figures

230

TEN-YEAR FIGURES

 

2020

2019

2018

1

2017

2016

Results (€1,000)

 

Total income from operating activities

442,740

553,222

506,282

522,539

524,400

Operating expenses

386,655

410,840

440,193

428,990

440,729

Impairments

1,871

22,854

-13,416

-11,461

-2,115

Operating profit before tax

54,214

119,529

79,504

105,010

85,785

Net result (group profit)

49,844

98,414

80,315

94,945

69,800

Statement of financial position (€1,000)

Equity attributable to shareholders

1,254,481

1,210,853

1,243,663

5

1,332,860

1,340,470

Public and private sector liabilities

10,141,109

9,545,095

9,090,939

9,145,119

9,679,764

Loans and advances to the public and private sectors

8,448,326

8,597,894

8,561,497

9,103,327

9,624,048

Total assets

15,149,026

14,318,853

13,983,184

5

14,658,875

14,877,411

Key data

Number of ordinary shares at year-end (excluding treasury shares)

41,071,819

40,920,773

41,017,021

40,846,973

40,873,462

Average number of ordinary shares

40,989,428

40,974,330

41,004,769

40,959,989

40,908,194

Earnings per ordinary share based on average number of ordinary shares (€)

1.05

2.27

1.82

2.19

1.61

Dividend per ordinary share (€)

0.70

1.45

1.45

1.45

1.20

Efficiency ratio (%)

87.3

74.3

86.9

82.1

84.0

1The 2018 figures have been prepared in accordance with IFRS 9; those for the years from 2009 to 2017 in accordance with IAS 39.

2The 2015 figures have been adjusted to reflect the discontinuing of offsetting current account balances.

3Includes the Result on loans and advances to the public and private sectors amounting to €22.4 million negative.

4Some amounts differ from the 2012 financial statements, reflecting changes resulting from the implementation of revised standard IAS 19 Employee Benefits.

5Some amounts differ from previously published reports, reflecting changes that result from the accounting changes related to provisions for pensions.



Ten-year figures

231

2015

2014

2013

2012

2011

Results (€1,000)

Total income from operating activities

561,140

566,187

551,193

541,764

4

552,386

Operating expenses

422,516

337,138

408,633

449,200

4

426,456

Impairments

61,937

95,529

105,117

258,021

4

79,394

Operating profit before tax

54,284

3

133,520

37,443

-165,457

4

46,536

Net result (group profit)

42,754

108,701

33,506

-147,281

4

43,127

Statement of financial position (€1,000)

Equity attributable to shareholders

1,299,358

1,292,274

1,283,487

1,262,348

4

1,507,245

Public and private sector liabilities

9,908,391

2

10,499,160

10,161,397

11,368,814

13,100,131

Loans and advances to the public and private sectors

10,504,423

2

11,021,107

12,490,723

13,464,234

14,270,431

Total assets

15,831,775

17,259,438

17,670,365

17,940,865

4

18,453,522

Key data

Number of ordinary shares at year-end (excluding treasury shares)

40,961,353

40,826,361

40,926,249

40,879,922

40,809,337

Average number of ordinary shares

40,919,503

40,918,849

40,917,566

40,883,330

40,870,488

Earnings per ordinary share based on average number of ordinary shares (€)

0.83

2.42

0.71

-3.67

4

0.84

Dividend per ordinary share (€)

0.45

0.40

0.20

0.00


0.40

Efficiency ratio (%)

75.3

59.5

74.1

82.9

4

77.2

1The 2018 figures have been prepared in accordance with IFRS 9; those for the years from 2009 to 2017 in accordance with IAS 39.

2The 2015 figures have been adjusted to reflect the discontinuing of offsetting current account balances.

3Includes the Result on loans and advances to the public and private sectors amounting to €22.4 million negative.

4Some amounts differ from the 2012 financial statements, reflecting changes resulting from the implementation of revised standard IAS 19 Employee Benefits.












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Headquarters

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Telephone +31 20 354 45 90

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vanlanschotkempen.com/en

’s-Hertogenbosch Trade Register no. 16014051

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This annual report was published on 25 February 2021.