ING Direct 2002 Annual Report Download - page 79

Proposals to change governance
In November 2002, the Supervisory Board
approved a proposal to change ING’s corporate
governance regime fundamentally. In December
2002, the Executive Board decided (with approval
from the Supervisory Board) to propose to the
General Meeting of Shareholders to abandon
the Dutch structure regime applied at ING Group
level and to amend the Articles of Association of
ING Group accordingly. As a result, the structure
regime will be established at the management
level of ING Netherlands and the shareholders
will get the right to determine the annual
accounts and to appoint the members of the
Supervisory and Executive Boards. Such
appointments will be made on the basis of
binding recommendations made by the Super-
visory Board, because of the prevailing regulatory
requirement that proposed members of these
boards must be vetted by the Dutch central
bank and the Dutch Pensions and Insurance
Supervisory Authority prior to their appoint-
ment. However, the shareholders can reject such
proposals with a majority of 2/3 of the votes in a
shareholders’ meeting in which at least 1/3 of
the issued capital is present or represented. In
December 2002, the Executive Board, the
management of ING Netherlands and the Central
Workers Council of ING signed a covenant to
give further effect to this proposal.
In addition, a proposal will be made to the
Annual General Meeting of Shareholders of ING
Group to be held on 15 April 2003 to amend the
Articles of Association of ING Groep N.V., in such
Annual Report 2002 · ING Group76
Corporate Governance
a way that all depositary-receipt holders (natural
and legal persons) are treated as if they were
shareholders, can exchange their depositary
receipts for ordinary shares or preference shares
(thus removing the 1% cap) and vote on these
shares, without any limitations or maximum (thus
removing the existing 1% voting limitation).
If this proposal is adopted, the Conditions
of Administration for the depositary receipts
will be amended to the effect that holders of
depositary receipts may obtain a voting proxy
for the full number of their depositary receipts,
without any limitation, whether they attend the
Shareholders’ meeting in person or are
represented by or give instructions to someone
else and whether in ‘peacetime’ or not. In the
latter situation, ING will go farther than present
and pending Dutch legislation. This means that
all shareholders and depositary-receipt holders
can exercise their voting rights during the
Annual General Meeting of Shareholders either
(1) in person, or (2) by means of a proxy to
another person (3) or by means of a binding
voting instruction to the Stichting Administratie-
kantoor ING Groep. This also means that the
Stichting Administratiekantoor ING Groep will
only exercise a vote to its own discretion for
those depositary receipts the holders of which
neither attend the Annual General Meeting, nor
gave a voting proxy to another person, nor gave
a voting instruction to the Stichting Administratie-
kantoor ING Groep itself. This way, ING aims to
intensify the commitment of providers of capital
to the company.
CORPORATE GOVERNANCE
Good corporate governance always entails a careful balance
of the short-term and long-term interests of the Group and its
stakeholders as a whole. This balance must be reflected in
fair, adequate and efficient corporate governance systems
which are disclosed in a transparent manner. In 2002, the
Supervisory Board of ING approved certain important
changes to ING’s corporate governance regime. ING – having
followed up on virtually all recommendations made by the
Dutch Peters Committee on corporate governance – is now
moving to comply with some of the other recommendations
by the Peters Committee and other Corporate Governance
Committees.
RECENT DEVELOPMENTS