ING Direct 2004 Annual Report Download - page 42

Corporate governance refers to the proper management and
supervision of companies. The year 2004 was the year of the
implementation of the Dutch Corporate Governance Code
(“Tabaksblat Code”). During 2004, ING adapted its practices, its
Articles of Association and the charters of the Executive Board
and the Supervisory Board to the extent necessary in order to
comply with the Tabaksblat Code. ING’s corporate-governance
structure, including its application of the Tabaksblat Code, as
well as information on capital and control, the Executive Board,
the Supervisory Board and the external auditors are discussed
in detail below. This chapter ends with the reports of the ING
Trust Office and the ING Continuity Foundation.
Application of the Dutch Corporate Governance Code
In a separate document, entitled: “The Dutch Corporate
Governance Code – ING’s implementation of the Tabaksblat
Code for good corporate governance”, ING Group sets out
whether and how it applied each of the best-practice
provisions of the Dutch Corporate Governance Code
(“Tabaksblat Code”).
The ING Group corporate-governance structure as reflected in
this document, including some deviations from the Tabaksblat
Code as explained, will be submitted for approval to the
Annual General Meeting of Shareholders in 2005. Once the
corporate-governance structure is approved by the General
Meeting of Shareholders, ING will be considered to be in full
compliance with the Code.
Changes in 2004
As the Executive Board and Supervisory Board decided
to implement the Dutch Corporate Governance Code
expeditiously, the best-practice provisions of the Tabaksblat
Code were already applied in the preparation for and the
follow-up of the 2004 General Meeting of Shareholders as
much as possible. This was reflected in the agenda for this
meeting, not only in the breakdown of the various items to
be discussed, but also in the contents of the resolutions
passed at that meeting, e.g.:
- the adoption of the remuneration policy for the Executive
Board members;
- an amendment to the Articles of Association to bring these
into line with the best practices detailed in the Code and with
the requirements of the Act on the large-company regime,
which became effective in the meantime. One of the most
significant amendments is the abolition of the required larger
majority for the rejection of a binding proposal for nomination
to the Executive Board or Supervisory Board and for dismissal
of a member of either Board. Moreover, under the amended
Articles of Association, the number of shareholders’ votes
required for an item to be submitted for inclusion in the
agenda of the General Meeting of Shareholders is reduced
to 1 per mille of the share capital or a total stock-price value of
EUR 50 million.
- three new Executive Board members – Eric Boyer de la
Giroday, Eli Leenaars and Hans Verkoren – were appointed for
a period of four years and shall be eligible for reappointment
for four years without any limit to the number of times they
may be reappointed, taking into account ING’s retirement
rules for Executive Board members. As they were already
employed by ING, their employment contracts were
continued on the same basis, taking into account their
existing contractual rights as regards severance payments.
Following the 2004 General Meeting of Shareholders, the
draft minutes of that meeting were published on the ING
website. Moreover, the Supervisory Board appointed a
Company Secretary (the General Counsel) in February 2004,
and adopted a whistleblower procedure, which has since been
approved by the Dutch Central Works Council.
In accordance with the Tabaksblat Code, ING announced
a more active role as an institutional investor and published
its global voting policy on its website.
With effect from the publication of the 2003 results in
February 2004, ING’s periodic meetings with analysts, such as
those held after publication of the quarterly, half-year and
annual figures, can be followed simultaneously by telephone
or webcast.
Finally, the charters of the Supervisory Board and its committees
and of the Executive Board were brought into line with the
best-practice provisions of the Tabaksblat Code and were made
available on the ING website.
CORPORATE GOVERNANCE1.3
MANAGEMENT
AND GOVERNANCE
40 ING Group Annual Report 2004
IMPLEMENTATION OF THE DUTCH CORPORATE GOVERNANCE CODE