ING Direct 2009 Annual Report Download - page 73

The activities involved in the administration of shares are performed
by Administratiekantoor van het Algemeen Administratie- en
Trustkantoor B.V., Amsterdam.
The contact details of ING Trust Office are:
Maartje Dapperen
Telephone + 31 20 5418645
E-mail: maartje.[email protected]
AMSTERDAM, 15 MARCH 2010
BOARD OF STICHTING ING AANDELEN
On 31 December 2009, the nominal value of administered ordinary
shares amounted to EUR 919,347,298.56 for which 3,830,613,744
depositary receipts were issued, each with a nominal value of
EUR 0.24. During the reporting year, the net number of depositary
receipts increased with 1,768,433,481.
The increase came about as follows:
Add:
conversion of shares into depositary receipts 40,920
issued as a result of the Rights Issue 1,768,412,544
Less:
conversion of depositary receipts into shares 19,983
The Board currently consists of:
Jan Veraart, chairman, former chairman of the Executive •
Board of Hollandsche Beton Groep N.V.;
Huib Blaisse, lawyer and partner at Blaisse Advocaten;•
Paul Frentrop, head Corporate Governance APG Groep N.V.;•
Carel van den Driest, former chairman of the Executive Board •
of Koninklijke Vopak N.V.;
Herman Hazewinkel, former chairman of the Executive Board •
of Koninklijke Volker Wessels Stevin N.V.
A profile and an overview of additional relevant positions held
by the members of the Board can be found on the website of
ING Trust Office (www.ingtrustoffice.com).
The members of the Board are appointed by the Board itself.
According to the Dutch Corporate Governance Code holders of
depositary receipts may make recommendations to the board of
the trust office for the appointment of board members. The
Articles of Association give interpretation to this rule by requiring
that any proposed appointment is announced in a national daily
newspaper at least thirty days before the date of the proposed
appointment, so holders of depositary receipts can react to
that. In the decision-making process, the Board will consider
recommendations of holders of depositary receipts. In 2009,
there were no appointments or reappointments to the Board.
All members of the Board stated that they meet the conditions
regarding independence as referred to in the Articles of Association
and in the Dutch Corporate Governance Code.
The annual remuneration for the chairman of the Board amounts
to EUR 25,000.00 and for the other members of the Board to
EUR 20,000.00.
In 2009, the costs of the activities of ING Trust Office amounted
to EUR 530,204.84.
In 2009, ING Trust Office obtained external legal advice on several
issues relevant for the performing of its activities.
According to the Trust Conditions, ING Trust Office may consult
holders of depositary receipts in a separate meeting if and when it
considers this necessary or desirable. This possibility has not been
used. Where appropriate, the Board will consider whether a
meeting of holders of depositary receipts will have added value
next to the general meetings of ING Group.
ING Group Annual Report 2009 71