ING Direct 2009 Annual Report Download - page 65

generally accepted corporate governance practice or
requirement which is applicable to ING Group as an
internationally listed company;
the relevant candidate has a structural conflict of interest •
with ING Group; and
the Dutch central bank refuses to issue a statement of ‘no •
objection’ against the appointment of the relevant candidate.
The Dutch State recommended Lodewijk de Waal and Tineke
Bahlmann for appointment to the Supervisory Board, who were
both appointed by the General Meeting on 27 April 2009.
FUNCTION OF THE SUPERVISORY BOARD
The function of the Supervisory Board is to supervise the policy of
the Executive Board and the general course of events of ING Group
and its business, as well as to provide advice to the Executive Board.
In line with Dutch company law, the Corporate Governance Code
and the Articles of Association, the Supervisory Board Charter
requires all members of the Supervisory Board, including the State
Nominees, to act in accordance with the interests of ING Group
and the business connected with it, taking into account the relevant
interests of all the stakeholders of ING Group, to perform their
duties without mandate and independent of any interest in the
business of ING Group, and to refrain from supporting one interest
without regard to the other interests involved.
Certain resolutions of the Executive Board, specified in the Articles
of Association of ING Group and in the Supervisory Board Charter,
are subject to the approval of the Supervisory Board.
Pursuant to the agreements concerning the transactions with
the Dutch State mentioned above, certain resolutions of the
Supervisory Board are subject to the condition that no State
Nominee voted against the proposal. These rights became effective
as from the 2009 annual General Meeting. These resolutions relate
to the following matters:
a. the issue or acquisition of its own shares by ING Group, other
than related to the Securities issue (including, for the avoidance
of doubt, for the purpose of conversion or financing of a
repurchase of Securities) as part of regular hedging operations
or in connection with employment schemes;
b. the cooperation by ING Group in the issue of depositary
receipts for shares;
c. the application for listing on or removal from the price list of
any stock exchange of the securities referred to in a. or b.;
d. the entry into or termination of lasting cooperation between
ING Group or a dependent company and another legal entity
or partnership or as general partner in a limited partnership or
general partnership where such cooperation or termination
thereof has material significance for ING Group, i.e. amounting
to one-quarter or more of ING Group’s issued capital and
reserves as disclosed in its balance sheet and notes thereto;
e. the acquisition by ING Group or a dependent company of a
participating interest in the capital of another company
amounting to one-quarter or more of ING Group’s issued
capital and reserves as disclosed in its balance sheet and notes
thereto or a material increase or decrease in the magnitude
of such a participating interest;
f. investments involving an amount equal to one-quarter or more
of ING Group’s issued capital and reserves as disclosed in its
balance sheet and notes thereto;
Verzekeringen N.V., but remained an adviser to the
Management Board of this company until 1 January 2010
to ensure a smooth transition.
SUPERVISORY BOARD
APPOINTMENT AND DISMISSAL
Members of the Supervisory 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 contain 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 independency requirements
of the Corporate Governance Code or the requirements of the
Supervisory Board Profile. The list will also be non-binding pursuant
to a resolution to that effect 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 Supervisory Board must comply with the
reliability requirements set out in the Dutch Financial
Supervision Act.
Members of the Supervisory 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 Supervisory Board
which has not been brought forward by the Supervisory Board may
only be adopted by the General Meeting by an absolute majority of
the votes cast which majority represents more than one-third of the
issued share capital.
In connection with the issue of the Securities to the Dutch State,
ING Group and the Dutch State agreed that the Dutch State may
recommend candidates for appointment to the Supervisory Board
in such a way that upon appointment of all recommended
candidates by the General Meeting, the Supervisory Board would
comprise two State Nominees among its members. The Dutch
State may recommend a Supervisory Board member already in
office. The recommendation right of the Dutch State is subject to
applicable law and to corporate governance practices, generally
accepted under stock listing regimes applicable to ING Group and
continues as long as the Dutch State holds at least 250 million
Securities, as long as the IABF continues or any of the Bonds is
outstanding. Should the holding of the Dutch State decrease below
250 million Securities, and both the IABF and the Bonds have
expired, the State Nominees will remain in office and complete
their term of appointment.
Candidates recommended by the Dutch State will be nominated,
by way of a binding nomination, for appointment, unless one or
more specified situations would occur. These include that:
the candidate is not fit and proper to discharge his duties as •
a Supervisory Board member;
upon appointment the composition of the Supervisory Board •
would not be appropriate and/or not be in accordance with the
Supervisory Board Profile;
appointment would be incompatible with any provision of the •
Articles of Association, the Supervisory Board Charter, any
principle or best-practice provision of the Dutch Corporate
Governance Code as applied by ING Group and/or any other
ING Group Annual Report 2009 63