ING Direct 2009 Annual Report Download - page 56

COMPOSITION OF THE SUPERVISORY BOARD
Eric Bourdais de Charbonnière and Wim Kok retired from the
Supervisory Board and Godfried van der Lugt was reappointed as
a member of the Supervisory Board at the annual General Meeting
in April 2009. Tineke Bahlmann and Lodewijk de Waal were
appointed as new members of the Supervisory Board upon
nomination by the Dutch State, following the agreement with
the Dutch State to strengthen the capital position of ING in
November 2008. Jeroen van der Veer was also appointed as
a new member of the Supervisory Board as of 1 July 2009.
Following the annual General Meeting, Peter Elverding succeeded
Jan Hommen as chairman of the Supervisory Board and became
chairman of the Nomination Committee, the Corporate
Governance Committee and the Risk Committee. Jackson Tai
succeeded Wim Kok as chairman of the Audit Committee. In
September Jeroen van der Veer was appointed vice-chairman
of the Supervisory Board.
Peter Elverding, Piet Klaver, Karel Vuursteen, Joan Spero and
Lodewijk de Waal became members of the Nomination Committee
when it started meeting at the beginning of 2009. Peter Elverding,
Jackson Tai, Godfried van der Lugt, Claus Dieter Hoffmann, Piet
Klaver and Tineke Bahlmann joined the new Risk Committee.
Tineke Bahlmann also joined the Audit Committee. Jeroen van
der Veer joined the Audit Committee and the Remuneration
Committee, taking over the chair of the Remuneration Committee
from Peter Elverding, who had temporarily chaired this committee.
Lodewijk de Waal also became a member of the Remuneration
Committee and the Corporate Governance Committee. Henk
Breukink joined the Audit Committee.
Karel Vuursteen will retire from the Supervisory Board after the
annual General Meeting in April 2010, as will Piet Hoogendoorn
and Harish Manwani. Considering his ING experience and the
requirement of the Code Banken to have sufficient banking
experience represented in the Supervisory Board, Godfried van
der Lugt was asked to stay on the Supervisory Board although he
was due to retire in April 2010, having reached the age of 70 in
2010. Taking into account ING’s new strategy and the evaluation
of its functioning, the Supervisory Board wishes to reduce its size
and therefore the Supervisory Board has nominated no new
candidates for appointment and will consist of 11 members.
Currently, only one Supervisory Board member, Piet Hoogendoorn
qualifies as ‘non-independent’ as defined in best-practice provision
III.2.1 of the Dutch Corporate Governance Code. Mr. Hoogendoorn
is considered to be not independent, because of his position
with Deloitte Touche Tohmatsu until 1 June 2007, considering
the important relationship between Deloitte Touche Thomatsu
and ING.
Information on the members of the Supervisory Board is
provided on pages 65-67.
well as the succession planning of the Executive Board and the
Management Boards. The Nomination Committee specifically
discussed various CFO candidates for appointment in the 2009
annual General Meeting.
REMUNERATION COMMITTEE MEETINGS
The Remuneration Committee met eight times in 2009. The report
of the Adviescommissie Toekomst Banken (Advisory Committee
Future of Banks), various international standards (G20, FSB, FSA, IIF)
and the remuneration standards laid down in the Code Banken
(Dutch Banking Code) were extensively discussed. Subsequently,
the scope and the details of the new remuneration policy for the
Executive Board and senior management were developed in the
Remuneration Committee as well as a governance structure for
remuneration. An independent external adviser assisted the
Remuneration Committee during this process. In February, the
2008 performance of the Executive Board members was discussed
on the basis of the Group performance criteria and the individual
targets as well as the proposed 2009 objectives for the Executive
Board. A reduction of the discretionary 2008 bonus pool was
discussed in several meetings. The implications of the Illiquid Assets
Back-up Facility with the government for the Executive Board
remuneration were also discussed.
CORPORATE GOVERNANCE COMMITTEE MEETINGS
The Corporate Governance Committee discussed the agenda
for the 2009 annual General Meeting, which included the
appointment of Jan Hommen and Patrick Flynn to the Executive
Board. The Committee continued its discussions on the position
of the ING Trust Office.
COMPOSITION OF THE EXECUTIVE BOARD
On 26 January 2009, Michel Tilmant, chief executive officer,
stepped down from the Executive Board. The annual General
Meeting in April 2009 appointed Jan Hommen as a member of
the Executive Board and Patrick Flynn as the new CFO of ING
Group. Subsequently the Supervisory Board appointed Jan
Hommen as the new CEO of ING Group.
In May 2009, separate Management Boards Banking and Insurance
were introduced to simplify the governance structure and further
increase business focus. Jan Hommen, Patrick Flynn and Koos
Timmermans remained members of the Executive Board while also
becoming members of the Management Boards Banking and
Insurance. Eric Boyer de la Giroday, Eli Leenaars and Dick Harryvan
stepped down from the Executive Board and became members of
the Management Board Banking. Jacques de Vaucleroy, Hans van
der Noordaa and Tom McInerney stepped down from the Executive
Board and became members of the Management Board Insurance.
The composition of the Management Boards Banking and
Insurance has changed as of 1 January 2010 (see pages 27 and 37).
More information on the members of the Executive Board is
provided on page 62.
Report of the Supervisory Board (continued)
1.3 Our governance
ING Group Annual Report 2009
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