ING Direct 2002 Annual Report Download - page 81

Annual Report 2002 · ING Group78
Corporate Governance
Executive Board
RULES The Executive Board has drawn up
a set of rules governing the manner in which it
functions. These rules, which were approved by
the Supervisory Board, are currently being
updated in connection with the adoption of the
new corporate governance regime for ING.
COMPENSATION, LOANS, GRANTED OPTION
RIGHTS AND HOLDING OF SECURITIES The
compensation of and loans and options granted
to the members of the Executive Board and the
policies on which such compensation and grants
are based, are disclosed in the annual accounts
as well as on pages 81-84 of this report. Executive
Board members are permitted to hold shares of
the company as long-term investments.
Supervisory Board
PROFILE OF THE SUPERVISORY BOARD
The Supervisory Board of ING Group has drawn
up a profile to serve as a benchmark for its
composition and to ensure its independent
position from ING. This profile was approved by
the Central Workers Council and the Annual
General Meeting of Shareholders in 2002. The
profile is available at the company’s offices in
Amsterdam and on the company’s website
[www.ing.com]. No more than one former
member of the Executive Board can be
appointed to the Supervisory Board for every
five Supervisory Board members. Former
Executive Board members cannot be appointed
chairman or vice-chairman of the Supervisory
Board. Former ING Executive Board members
will, in case of an appointment to the Super-
visory Board, observe a waiting period of one
year following their retirement from the
Executive Board. Currently, former ING Executive
Board members can be appointed as a member
of a Supervisory Board committee following
their appointment to the Supervisory Board.
They can only be appointed chairman of such a
committee after a period of four years following
their retirement from the Executive Board.
Under new charters for these committees, which
were approved early 2003, they can only be
appointed after having observed a waiting
period of five years following their retirement
from the Executive Board.
RULES The Supervisory Board has drawn
up a set of rules governing the manner in which
it functions. These rules also set forth the duties
of the three Supervisory Board Committees: the
Audit Committee, the Remuneration and
Nomination Committee and the Corporate
Governance Committee. These rules and the
charters for the committees are being modernised
in connection with the adoption of the new
corporate governance regime for ING.
REAPPOINTMENT OF SUPERVISORY BOARD
MEMBERS Supervisory Board members retire at
the next Shareholders’ Meeting following
completion of a term of office of four years. Super-
visory Board members may be reappointed
twice to serve another term of four years.
Supervisory Board members are obliged to retire
no later than in the year in which they reach the
age of 70 or, in exceptional circumstances, 72 or
after having served on the Supervisory Board for
a period of twelve years. The reappointment of
Supervisory Board members is carefully considered
and is in no way automatic. There is a set
reappointment procedure to be followed. In
agreement with recent legislation, it will be
proposed to the General Meeting of Share-
holders to partially lift this maximum age
restriction.
As a structure company within the meaning
of the Netherlands Civil Code, ING Group
currently has a controlled co-optation system for
Supervisory Board membership. This means that
the members are appointed (or re-appointed) by
the Supervisory Board itself, although the
Central Workers Council and the Shareholders’
Meeting have the right to recommend candidates
and to raise objections. In connection with the
abandonment of the structure regime at Group
level and in line with regulatory requirements,
this co-optation system for Supervisory Board
membership will be replaced by a system
providing for appointment by the Shareholders’
Meeting on the basis of binding recommendations
by the Supervisory Board.
OTHER OFFICES HELD/INDEPENDENCE OF
SUPERVISORY BOARD MEMBERS Each year, the
members of the Supervisory Board are required
to give details of any other directorships and
paid offices they may hold. The exercise of such
offices by a member of the Supervisory Board
may not conflict with the interests of ING Group
in any way whatsoever. Responsibility for the
proper performance of the duties associated
with membership of the ING Supervisory Board
in relation to those other offices is a matter for
the individual Supervisory Board members and,
as from 2003, the Corporate Governance
Committee of the Supervisory Board, which
committee will also advise the Supervisory Board
on conflict of interest issues, if and when these
would arise.