ING Direct 2011 Annual Report Download - page 60

The Supervisory Board and the Executive Board met for eight
regular meetings and one additional meeting in 2011. The strategy,
the progress in executing the Restructuring Plan of the European
Commission as well as the impact of the sovereign debt crisis in the
eurozone for the bank and the insurance/investment management
(IM) operations were important topics on the agenda.
The Committees of the Supervisory Board discussed a range of
subjects on which the Supervisory Board received information, the
main ones being the quarterly results, risk management, corporate
governance, the adjustments to the remuneration policy and
human resources.
GENERAL
SUPERVISORY BOARD MEETINGS
The Supervisory Board met nine times in 2011 of which eight
meetings were regular meetings. On average, 94% of the
Supervisory Board members were present at the scheduled
meetings. Apart from closely monitoring the financial results in
2011, the Supervisory Board also frequently discussed the strategy,
the progress in executing the restructuring plan of the European
Commission (EC) including the preparation of the initial public
offerings (IPOs) for Insurance EurAsia and Insurance US as well as
the repayment to the Dutch State. In the second half of 2011
the sovereign debt crisis in the eurozone and the impact on the
banking and insurance businesses were also important topics on
the agenda.
During the annual Supervisory Board Knowledge Day in January
2011 presentations were given on regulatory developments in
Europe and the US, the implementation of Basel III and the
measures ING has taken to improve its duty of care towards
customers. Furthermore, several educational sessions on specific
topics were organised for the Supervisory Board during the year.
Also in January, the Supervisory Board held its annual full-day
meeting on ING’s strategy including the further execution of the
ECrestructuring plan, as well as the medium-term plan (MTP) and
related risks. The medium-term plan addresses the plans and the
financial and non-financial targets for the bank and the insurance
businesses and for the Group as a whole. The Supervisory Board
discussed the strategic ambitions for ING Bank, ING Insurance/IM
and ING Group while taking into account the regulatory changes,
the economic developments, the emerging sovereign debt crisis in
the eurozone, the execution of the EC restructuring plan and the
intended repayment to the Dutch State. The Supervisory Board
approved the medium-term plans and the proposed strategic
directions for ING Bank, ING Insurance/IM as well as for ING Group.
The 4Q 2010 and the 2010 annual figures were discussed in February,
including the related reports from the external auditors and the
assessment of the Executive Board of the adequacy and effectiveness
of ING’s risk management and control systems. The Supervisory
Board was informed that the operational separation of ING Bank and
Insurance/IM was completed and various measures had been taken
inpreparation for the two IPOs. The Supervisory Board was also
updated on potential divestment options, discussed the intended
repayment to the Dutch State in May 2011 and supported a proposal
not to make funds available for indexation for the pension fund. The
draft agenda of the annual General Meeting was discussed and
approved, including the proposal to amend the Articles of Association
of ING Groep N.V. and the publication on the application of the
Dutch Banking Code. The investor feedback on ING’s performance
over 2010 was presented to the Supervisory Board.
The successive quarterly figures of 2011 were discussed in May,
August and November, respectively. The Annual Accounts and
the SOX 404 sign-off were approved in March. The 2011 General
Meeting was evaluated in May.
In May, the Supervisory Board discussed the impact on employees,
customers and the public in general as a result of the public debate
about the decision of the Executive Board not to accept variable
remuneration for 2010 and decided to address this issue at the
General Meeting. The Supervisory Board was updated on the
58 ING Group Annual Report 2011
Report of the Supervisory Board