ING Direct 2011 Annual Report Download - page 75

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
The following report is issued in compliance with the provisions of
article 14 of the trust conditions for registered shares in the share
capital of ING Groep N.V. and best-practice provision IV.2.6 of the
Dutch Corporate Governance Code.
OBJECT
Pursuant to its articles of association (the ‘Articles of Association’),
the object of Stichting ING Aandelen, a foundation organised
under the laws of the Netherlands, with its registered seat in
Amsterdam (‘ING Trust Office’) is:
a. to acquire and administer for the purpose of management
registered shares in the capital of ING Groep N.V., a public
limited company with its registered office in Amsterdam (‘ING
Group’) and any bonus shares which may be distributed thereon
or shares acquired as stock dividend or by the exercise of
subscription rights and to issue exchangeable depositary receipts
for these shares, to exercise voting rights and all other rights
attaching to the shares, to exercise subscription rights and to
receive dividends and other distributions, including proceeds of
liquidation, subject to the obligation to distribute the income to
the holders of depositary receipts, save that depositary receipts
shall be issued for bonus shares, shares acquired as stock
dividend and shares acquired on behalf of holders of depositary
receipts by virtue of the exercise of subscription rights;
b. to promote the exchange of information between ING Group
on the one hand and the holders of depositary receipts and
shareholders in ING Group on the other;
c. to promote the solicitation of proxies of shareholders other than
the foundation itself and of specific proxies and/or voting
instructions of holders of depositary receipts,
and further to engage in any activity which may be related to the
foregoing in the widest sense, whereby all activities which entail
commercial risk shall be excluded from the foundation’s object.
ACTIVITIES
BOARD MEETINGS
During the 2011 reporting year, the board of ING Trust Office
(the‘Board’) held eight meetings.
In these meetings, among other things, the following topics
were discussed:
- The evaluation of the meeting of holders of depositary receipts
of 24 November 2010 and the preparation of the meeting of
holders of depositary receipts of 23 November 2011.
- The annual General Meeting of ING Group of 9 May 2011
(‘AGM’), the items on the agenda of the AGM (including, among
other things, the remuneration report and the remuneration
policy for members of the Executive Board of ING Group), the
proxy voting results and the voting by ING Trust Office.
- The promotion of participation of shareholders and holders of
depositary receipts and the exercise of voting rights in general.
- The functioning of ING Trust Office, the composition of the
Board, the 2010 balance sheet and statement of income and
expenses of ING Trust Office and the amendments to the trust
conditions for registered shares in the share capital of ING
Group (the ‘Trust Conditions’) in order to align the Trust
Conditions with the Securities Giro Act (Wet giraal
effectenverkeer), as amended 1 January 2011.
73ING Group Annual Report 2011
Report of ING Trust Office