ING Direct 2002 Annual Report Download - page 21

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Annual Report 2002 · ING Group18
Report of the Supervisory Board
Supervisory Board meetings
In 2002, the Supervisory Board met seven times,
once without the presence of the Executive
Board. In January, the Medium Term Plan 2002-
2004 was discussed. The main issues were the
economic developments in the most important
economic regions in the world and their
consequences for ING. During the meetings in
February, May, August and November, the 2001
annual results and the quarterly and half-year
results were discussed, respectively. In October
and November, the Supervisory Board spoke
about the developments in corporate
governance and the choices that ING wanted to
make. The Supervisory Board approved the
proposals by the Executive Board. Some of these
proposals will be submitted for the approval of
the Annual General Meeting of Shareholders on
15 April 2003.
Other subjects the Supervisory Board and
the Executive Board discussed in 2002 were
management development, the remuneration
of the Executive Board and the remuneration
structure, the accounting and internal-control
procedures, a number of smaller acquisitions
and the profitability of individual business units.
The development of the capital position of ING
was also an important issue. In this regard, it
was decided to end the policy of a fixed and pre-
determined annual increase in capital gains on
equities and to reintroduce optional cash/stock
dividend.
Several general managers gave presentations
about their business units, which provided the
Supervisory Board not only with information
about the developments within ING but also
with an insight into the management potential.
In this connection, the Supervisory Board visited
the American operations in May 2002.
Dutch Supervisory Board members attended
meetings of the Management Committee
Netherlands with the Central Workers Council
(CWC). Dutch Supervisory Board members
also participated in the ‘Three Councils Day’,
an annual meeting between the CWC, the
Management Committee Netherlands and
delegations of the Executive Board and the
Supervisory Board.
In November, a meeting was held without
the Executive Board. During this meeting the
Supervisory Board discussed its own functioning
and that of the Executive Board.
REPORT OF THE SUPERVISORY BOARD
The result development during economically difficult times
and the modernisation of the corporate governance
structure at ING were the most important issues in 2002. The
Supervisory Board and the Executive Board had a number of
intense discussions about the consequences of the
worldwide economic malaise after the already difficult year
2001. The Supervisory Board is very appreciative of the fact
that ING has succeeded in keeping the results for 2002 at an
adequate level. At the same time, the Supervisory Board
realises that the new economic reality poses big challenges.
ING will have to continue to anticipate these developments.
This will be the main challenge for the years to come.
from left to right
Cor Herkströter, Chairman
Mijndert Ververs, Vice-Chairman
Lutgart van den Berghe
Luella Gross Goldberg
Paul van der Heijden
Aad Jacobs
Godfried van der Lugt
Paul Baron de Meester
Johan Stekelenburg
Hans Tietmeyer
Jan Timmer
Karel Vuursteen
Detailed information on the
Supervisory Board members
is given on page 79.