ING Direct 2011 Annual Report Download - page 62

Following the annual General Meeting, Jeroen van der Veer
succeeded Peter Elverding as chairman of the Supervisory Board
and became chairman of the Nomination Committee. Peter
Elverding became chairman of the Remuneration Committee
andwas appointed vice-chairman. Joost Kuiper joined the Audit
Committee, taking over the chair from Jeroen van der Veer, who
had temporarily chaired this committee, and became a member
ofthe Risk Committee. Luc Vandewalle joined the Audit Committee
and the Risk Committee as well. Sjoerd van Keulen became a
member of the Risk Committee and the Remuneration Committee.
Piet Klaver succeeded Peter Elverding as chairman of the Risk
Committee and Henk Breukink succeeded Peter Elverding as
chairman of the Corporate Governance Committee. Please see page
8 for the current composition of the Supervisory Board Committees.
The Supervisory Board has nominated three candidates for
appointment at the 2012 General Meeting: Yvonne van Rooy,
JanHolsboer and Robert Reibestein. For the proposed
appointments approval has been obtained from DNB.
Information on the members of the Supervisory Board is provided
on pages 70–71.
Currently, only one Supervisory Board member, Luc Vandewalle
qualifies as ‘non-independent’ as defined in best practice provision
III.2.1 of the Dutch Corporate Governance Code. Mr. Vandewalle is
considered to be not independent, because of his previous position
at ING Bank Belgium.
ANNUAL ACCOUNTS AND DIVIDEND
The Executive Board has prepared the Annual Accounts and
discussed these with the Supervisory Board. The Annual Accounts
will be submitted for adoption at the 2012 General Meeting as part
of the Annual Report. ING will not propose to pay a dividend over
2011 at the 2012 annual General Meeting.
APPRECIATION FOR THE EXECUTIVE BOARD AND
ING EMPLOYEES
The Supervisory Board would like to thank the members of the
Executive Board and the Management Boards for their continued
commitment to ING in 2011. During 2011 decisive steps were taken
in executing the EC restructuring agreement. The Supervisory
Board would also like to thank the over 97,000 employees of ING
who have continued to serve customers with their best efforts and
made a large contribution to ING’s results in the past year.
ADDITIONAL INFORMATION
For more information, see the section on Corporate governance
(pages 61–72) and the Remuneration report (pages 80–87), which
are deemed to be incorporated by reference here.
AMSTERDAM, 12 MARCH 2012
THE SUPERVISORY BOARD
Board which were publicly announced in October. The Nomination
Committee advised positively on a number of Supervisory Board
candidates for appointment in the 2012 annual General Meeting.
The Nomination Committee advised positively on the proposed
Supervisory Board Nomination Procedure.
Remuneration Committee meetings
In 2011, the Remuneration Committee met seven times, with twice
one absentee. In February, the 2010 performance of the individual
Executive Board and Management Board members was discussed
on the basis of the Group performance criteria and the individual
targets. The Committee advised positively on the 2010 variable
remuneration pools and reviewed the individual compensation
proposals for the Board members and identified staff. After the
publication of the variable remuneration of the Executive Board
inthe 2010 Annual Report, the Committee discussed the public
reaction on the Executive Board variable remuneration at various
occasions. The proposed 2011 performance objectives for the CEO
were decided upon as well. The impact of the new EU Capital
Requirements Directive III and the regulation on controlled
remuneration policy was discussed throughout the year, resulting
inpositive advice on the proposed remuneration frameworks and
implementation plans for ING Group, ING Bank and Insurance
EurAsia in September, taking into account that some issues are still
under discussion.
Corporate Governance Committee meetings
The Corporate Governance Committee met twice in 2011 and one
member was absent once. In February, the Corporate Governance
Committee discussed the agenda for the 2011 annual General
Meeting, including the publication on the application of the Dutch
Banking Code by ING Bank N.V. In November, the Committee
advised to approve the proposed governance structure for
Insurance and discussed the implementation of the Dutch Insurance
Code within Insurance.
COMPOSITION OF THE EXECUTIVE BOARD AND THE
MANAGEMENT BOARDS
As of 1 October 2011, Eric Boyer de la Giroday retired from the
Management Board Banking as vice-chairman. Koos Timmermans
succeeded him as vice-chairman Management Board Banking and
stepped down from his roles as chief risk officer and member of the
Executive Board of ING Group and as member of the Management
Board Insurance as of 1 October 2011. Koos Timmermans was
succeeded by Wilfred Nagel, who was appointed chief risk officer
and member of the Management Board Banking and Management
Board Insurance per 5 October 2011. The Supervisory Board also
nominated Wilfred Nagel as member of the Executive Board and
chief risk officer of ING Group for decision at the annual General
Meeting in May 2012. Until that moment, Patrick Flynn (CFO of ING
Group) has assumed the responsibility for Risk at ING Group level.
COMPOSITION OF THE SUPERVISORY BOARD AND
ITSCOMMITTEES
Claus Dieter Hoffmann retired from the Supervisory Board at the end
of the annual General Meeting in May 2011. Joan Spero stepped
down from the Supervisory Board for personal reasons on 27 May
2011. Sjoerd van Keulen, Joost Kuiper and Luc Vandewalle were
appointed to the Supervisory Board on 9 May 2011.
60 ING Group Annual Report 2011
Report of the Supervisory Board continued