ING Direct 2009 Annual Report Download - page 63

greatly change the identity or nature of ING Group or its enterprise.
This includes resolutions to transfer or assign otherwise all or
virtually all of the enterprise of ING Group or its subsidiaries as a
consequence of which ING Group or the group over which ING
Group exercises central control ceases to engage in either insurance
or banking activities.
REPORTING
Resolutions adopted at a general meeting shall also be published
on the website of ING Group (www.ing.com) within one week
after the meeting. The draft minutes of the general meeting are, in
accordance with the Corporate Governance Code, made available
to shareholders and holders of depositary receipts on the website
of ING Group (www.ing.com) no later than three months after the
meeting. Shareholders and holders of depositary receipts may react
to the draft minutes in the following three months, after which the
final minutes will be adopted by the chairman of the meeting in
question and by a shareholder or holder of depositary receipts
appointed by that meeting. The final minutes are made available
on the website of ING Group (www.ing.com). In deviation of the
Corporate Governance Code shareholders and holders of
depositary receipts will not have the opportunity to react to the
minutes of a general meeting if a notarial report is drawn up of
the meeting, as this would be in conflict with the laws applicable
to such notarial report.
EXECUTIVE BOARD
APPOINTMENT AND DISMISSAL
Members of the Executive Board are appointed by the General
Meeting from a binding list to be drawn up by the Supervisory
Board. Pursuant to the Dutch Civil Code, this list is to mention at
least two candidates for each vacancy, and if not, the list will be
non-binding. With respect to the second candidate, ING Group’s
policy is to propose retired senior managers or other high ranking
officers who, in view of the forthcoming abolition of this
requirement, do not have to meet the requirements of the
Executive Board Profile. The list will be non-binding pursuant to a
resolution of the General Meeting adopted by an absolute majority
of the votes cast which majority represents more than one-third of
the issued share capital.
Candidates for appointment to the Executive Board must comply
with the expertise and reliability requirements set out in the Dutch
Financial Supervision Act.
Members of the Executive Board may be suspended or dismissed
at any time by a majority resolution of the General Meeting. A
resolution to suspend or dismiss members of the Executive Board
that has not been brought forward by the Supervisory Board may
only be adopted by the General Meeting by a majority of the votes
cast which majority represents more than one-third of the issued
share capital.
FUNCTION OF THE EXECUTIVE BOARD
The Executive Board is charged with the management of ING
Group, which means, among other things, that it is responsible for
the setting and achieving of the company’s objectives, strategy and
policies, as well as the ensuing delivery of results. It also includes
the day-to-day management of ING Group. The Executive Board is
accountable for the performance of these duties to the Supervisory
VOTING ON THE ORDINARY SHARES BY ING TRUST OFFICE
ING Trust Office has discretion to vote in respect of shares for
which it has not issued voting proxies to holders of depositary
receipts and has not received any voting instructions. According
to its articles of association and the Trust Conditions, ING Trust
Office is required to promote the interests of all holders of
depositary receipts, irrespective of whether they attend the general
meeting, also taking into account the interests of ING Group, the
businesses of ING Group and its group companies and all other
ING Group stakeholders when voting such shares, so as to ensure
that all these interests are given as much consideration and
protection as possible.
The depositary receipts and trust office structure outlined above
would prevent a small minority, which coincidentally may form
the majority in a general meeting in the absence of other parties,
from taking decisions purely to suit themselves.
PROXY VOTING FACILITIES
ING Group is a participant of the Shareholder Communication
Channel (Stichting Communicatiekanaal Aandeelhouders), through
which participating holders of depositary receipts can give voting
instructions to ING Trust Office. ING Group provides a similar proxy
voting facility to international institutional investors. In addition,
ING Group solicits proxies from its ADS holders in line with
common practice in the US.
Proxy voting forms for shareholders and voting instruction forms
for holders of depositary receipts who do not participate in the
Shareholder Communication Chanel are made available on the
website of ING Group (www.ing.com). The submission of these
forms is subject to additional conditions which are specified in the
forms themselves.
MAIN POWERS OF THE GENERAL MEETING
The main powers of the General Meeting are to decide on:
the appointment, suspension and dismissal of members of the •
Executive Board and members of the Supervisory Board, subject
to a binding nomination or a proposal of the Supervisory Board;
the adoption of the annual accounts;•
the declaration of dividends, subject to the power of the •
Executive Board to appropriate part of or all of the profits to the
reserves – with approval of the Supervisory Board – and the
declaration of other distributions, subject to a proposal by the
Executive Board which was approved by the Supervisory Board;
the appointment of the external auditor;•
an amendment of the Articles of Association, a legal merger or •
division of ING Group, and winding up ING Group, all subject to
a proposal by the Executive Board which was approved by the
Supervisory Board;
the issue of shares or rights to subscribe for shares, the •
restriction or exclusion of pre-emptive rights of shareholders,
and delegation of these powers to the Executive Board, subject
to a proposal by the Executive Board which was approved by
the Supervisory Board; and
to authorise the repurchase of outstanding shares and to •
cancel shares.
Moreover, the approval of the General Meeting is required for
Executive Board decisions that are so far-reaching that they would
ING Group Annual Report 2009 61