ING Direct 2002 Annual Report Download - page 23

Annual Report 2002 · ING Group20
Report of the Supervisory Board
directly by the General Meeting of Shareholders
following binding nominations by the Supervisory
Board. It was also decided to give holders of
depositary receipts the same rights as share-
holders and to lift all voting-right restrictions.
The Stichting Administratiekantoor will be
renamed Stichting ING Aandelen (‘Trust Office
ING Shares’) and will fulfil a more active role.
Based on its new objectives, the Stichting will
give priority to the interests of shareholders and
holders of depositary receipts. The Board will
consist entirely of independent members and
will be obliged to explain its voting behaviour at
the General Meeting of Shareholders. The new
Trust Office will vote for all absent holders of
depositary receipts and for those who have not
given a proxy vote.
Regarding the role of the Supervisory
Board, it was decided to update the duties of
the existing committees – the Audit Committee
and Remuneration and Nomination Committee –
and to lay them down in new charters. It was also
decided to establish a new committee: the
Corporate Governance Committee. Its duties
include monitoring international developments
in the field of corporate governance and
advising the Supervisory Board about the
implementation of these developments within
ING. The committee will meet at least once a
year. More information has been included in
the chapter on Corporate Governance (from
page 76).
Composition of the Supervisory
and Executive Board
In 2002, the Supervisory Board consisted of
twelve members. In April, the Supervisory Board
bade farewell to Jan Berghuis and Jan Kamminga,
as was already announced in the previous
annual report together with the appointment of
Karel Vuursteen. After the Shareholders’ Meeting
of 15 April 2003, three members will retire
permanently: Lutgart van den Berghe, Hans
Tietmeyer and Mijndert Ververs. Lutgart van den
Berghe and Mijndert Ververs will retire as they
have reached the maximum term of twelve
years. Mijndert Ververs has also reached the age
of 70, which is the age at which members of the
Supervisory Board retire in principle. Hans
Tietmeyer will retire as he will reach the
maximum age limit of 72. The Supervisory Board
has the intention to appoint two new members:
Claus Hoffmann and Wim Kok. Their appoint-
ments will be subjects on the agenda of the
Annual General Meeting of Shareholders of 15
April 2003. As former CFO of Robert Bosch, Claus
Hoffmann has gained extensive expertise in
German and European markets, which is of
great value for ING as well. He will also be
appointed member of the Audit Committee.
Wim Kok has been proposed for appointment
because of his expertise and vision regarding
global economic, social and political issues
which he gained while serving as Minister of
Finance and Prime Minister of the Netherlands
and in several previous positions. The Central
Workers Council has met with both candidates
and has given its concurring advice to the
proposed appointments.

Hessel Lindenbergh
Hessel Lindenbergh, a member of the Executive
Board, will step down as of 1 July 2003 having
reached the retirement age of 60. In 1983, he
joined NMB Bank, the present ING Bank, where
he was successively responsible for the domestic
and international wholesale business. In 1995,
he became a member of the Executive Board of
ING Group. In that same year, ING acquired the
British investment bank Barings. In the
following two years, Hessel Lindenbergh
assumed the heavy responsibility of integrating
these activities into the ING organisation. In
1998, he became vice-chairman of ING
Netherlands and in 2000 co-chairman of ING
Europe. The corporate client has always been
the focal point in his career. He was passionate
about serving large corporate clients and had a
special talent for maintaining contacts with
these clients at the highest level in his capacity
as a member of the Executive Board. After 20
years, ING bids farewell to an upright and
professional banker in heart and soul. His
contribution to the development of ING has been
significant, for which we would like to thank
him sincerely.
THE SUPERVISORY BOARD AND
THE EXECUTIVE BOARD


Three Supervisory Board
members retire:
Lutgart van den Berghe,
Hans Tietmeyer and
Mijndert Ververs
—
Two new appointments:
Claus Hoffmann, former
CFO of Robert Bosch GmbH,
and Wim Kok, former Prime
Minister of the Netherlands
—
Hessel Lindenbergh will
retire as Executive Board
member