ING Direct 2002 Annual Report Download - page 89

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Annual Report 2002 · ING Group86
Corporate Governance
STOCK OPTION PLAN
ING Group has granted option rights on ING
Group shares to a number of senior executives
(members of the Executive Board and the
Executive Committees, general managers and
other officers nominated by the Executive
Board), to all ING Group staff in the Netherlands
and to a considerable number of employees
outside the Netherlands. The purpose of the
option scheme, apart from promoting a lasting
growth of ING Group, is to attract, retain and
motivate senior executives and staff.
ING Group purchases direct or indirect its
own shares at the time options are granted in
order to fulfil the obligations with regard to the
existing stock option plan and to hedge the
position risk of the options concerned. The
purpose of this policy is to avoid an increase in
the number of shares, causing a dilution of the
net profit per share. As at 31 December 2002,
28,437,105 own shares were held in connection
to the option plan (2001: 69,088,290). As a result
the granted option rights were hedged, taking
into account the following parameters: strike
price, opening price, zero coupon interest rate,
dividend yield, expected volatility and employee
behaviour.
The option rights are valid for a period of
five or ten years. Option rights that are not
exercised within this period lapse.
Each year, the ING Group Executive Board
will take a decision as to whether the option
scheme is to be continued and, if so, to what
extent. Option rights granted will remain valid
until expiry date, even if the option scheme is
discontinued. The option rights are subject to
certain conditions, including a certain continuous
period of service. The exercise prices of the
options are the same as the quoted prices of ING
Group shares at the date on which the options
are granted.
2002 2001
MEMBERS OF THE SUPERVISORY BOARD (1)
Cor Herkströter 1,616 1,616
Lutgart van den Berghe 886 886
Luella Gross Goldberg 6,000 6,000
Paul van der Heijden 1,716 0
Aad Jacobs 01,890
Paul Baron de Meester 4,970 4,970
Karel Vuursteen 1,510 0
16,698 15,362
(1) ING Group shares of direct family included; members of the Supervisory Board (including direct family) not
mentioned in this table did not hold ING Group shares.
ING GROUP SHARES HELD BY MEMBERS OF THE SUPERVISORY BOARD