ING Direct 2011 Annual Report Download - page 73

1 Who we are 2 Report of the Executive Board 3 Corporate governance 4 Consolidated annual accounts 5 Parent company annual accounts 6 Other information 7 Additional information
LODEWIJK J. DE WAAL
(Born 1950, Dutch nationality, male; appointed in 2009, term
expires in 2013)
Former general manager of Humanitas.
Other business activities: member of the Supervisory Board of
PGGM N.V. Member of the Advisory Board of Zorgverzekeraars
Nederland. Chairman of the Advisory Board of Stichting Nationaal
Fonds Kunstbezit. Member of the Netherlands’ National Contact
Point (NCP) of the OECD. Chairman of the Supervisory Council of
Museum Volkenkunde. Chairman of the Platform ‘Slim Werken Slim
Reizen’. Member of the Toetsingscommissie Beloningen
Woningcorporaties.
CHANGES IN THE COMPOSITION
Jackson Tai, Godfried van der Lugt and Joan Spero resigned from
the Supervisory Board as of 6 January 2011, 24 January 2011 and
1 June 2011 respectively. Claus Dieter Hoffmann retired at the end
of the 2011 annual General Meeting.
The current term of appointment of Aman Mehta will expire at the
end of the 2012 annual General Meeting. At this meeting, Aman
Mehta will be nominated for reappointment. In addition, the
Supervisory Board has nominated three candidates for
appointment: Yvonne van Rooy (born 1951, Dutch nationality,
female), Jan Holsboer (born 1946, Dutch nationality, male) and
Robert Reibestein (born 1956, Dutch nationality, male). The
proposed appointments have been approved by the Dutch central
bank (DNB).
More information can be found in the convocation for the 2012
annual General Meeting, available on the website of ING Group
(www.ing.com) from 29 March 2012.
FINANCIAL REPORTING
A description of the main features of ING Group’s internal control
and risk management systems in relation to the financial reporting
process is included in the statement with respect to Section 404
Sarbanes-Oxley Act on page 78, which is deemed to be
incorporated by reference herein.
CHANGE OF CONTROL PROVISIONS
LEGAL PROVISIONS
Pursuant to the terms of the Dutch Financial Supervision Act a
declaration of no objection from the Dutch Minister of Finance must
be obtained by anyone wishing to obtain or hold a participating
interest of at least 10% in ING Group and to exercise control
attached to such a participating interest. Similarly, on the basis of
indirect change of control statutes in the various jurisdictions where
subsidiaries of ING Group are operating, permission from or
notification to local regulatory authorities may be required for the
acquisition of a substantial interest in ING Group.
CHANGE OF CONTROL CLAUSES IN MATERIAL AGREEMENTS
ING Group is not a party to any material agreement that becomes
effective or is required to be amended or terminated, in case of a
change of control of ING Group following a public bid as defined in
section 5:70 of the Dutch Financial Supervision Act. ING Group
subsidiaries may have customary change of control arrangements
included in agreements related to various business activities, such
as joint venture agreements, letters of credit and other credit
facilities, ISDA-agreements, hybrid capital and debt instruments,
reinsurance agreements and futures and option trading
SJOERD VAN KEULEN
(Born 1946, Dutch nationality, male; appointed in 2011, term
expires in 2015)
Former chairman of the Executive Board of SNS Reaal N.V.
Chairman of Holland Financial Centre.
Other business activities: member of the Supervisory Board of
Heijmans N.V. and chairman of the Supervisory Board of Mediq N.V.
(listed companies). Member of the Supervisory Board of APG Groep
N.V. and Vado Beheer B.V. Member of the Supervisory Committee
of World Wildlife Fund. Chairman of the Board of Investment Fund
for Health in Africa. Member of the Supervisory Board of Stichting
PharmAccess International. Chairman of the Supervisory Board of
Access to Medicine Foundation. Board member of Stichting Health
Insurance Fund.
PIET C. KLAVER
(Born 1945, Dutch nationality, male; appointed in 2006, term
expires in 2014)
Former chairman of the Executive Board of SHV Holdings N.V.
Other business activities: chairman of the Supervisory Board of
PostNL N.V. (listed company). Chairman of the Supervisory Board of
each of Koninklijke Dekker B.V., Credit Yard Group B.V., Dura
Vermeer Groep N.V. and Blokker Holding B.V. Vice-chairman of the
Supervisory Board of SHV Holdings N.V. Member of the Board of
the African Parks Foundation.
JOOST CH.L. KUIPER
(Born 1947, Dutch nationality; male; appointed in 2011, term
expires in 2015)
Former member of the Executive Board of ABN AMRO Bank N.V.
Other business activities: chairman of the Supervisory Board of IMC
B.V. Member of the Supervisory Board of each of Hespri Holding
B.V., AutoBinck Holding N.V. and Nexus Institute. Board member of
each of Stichting voor Ooglijders, Prins Bernhard Cultuurfonds and
Stichting Democratie en Media. Treasurer of Mondriaan Stichting.
AMAN MEHTA
(Born 1946, Indian nationality, male; appointed in 2008, term
expires in 2012)
Former chief executive officer of Hong Kong & Shanghai Banking
Corporation (HSBC) in Hong Kong.
Other business activities: non-executive director of each of Tata
Consultancy Services, Jet Airways Ltd., PCCW Ltd., Vedanta
Resources Plc, Wockhardt Ltd., Godrej Consumer Products Ltd.,
Cairn India Ltd. and Max India Ltd. Member of the governing board
of Indian School of Business.
LUC A.C.P. VANDEWALLE
(Born 1944, Belgian nationality, male; appointed in 2011, term
expires in 2014)
Former chairman and non-executive member of ING Belgium NV/SA.
Other business activities:
Chairman of the Supervisory Board of each of Bakker Hillegom B.V.,
Domo Real Estate, Matexi Groep, Plu Holding and Transics
International. Member of the Supervisory Board of each of Allia
Insurance Brokers, Arseus, Besix Groep, Galloo, Masureel
Veredeling, Sea-Invest, Sioen Industries, Vergroup, Veritas and Willy
Naessens Industriebouw.
71ING Group Annual Report 2011
Corporate governance continued