ING Direct 2008 Annual Report Download - page 54

ING Group Annual Report 2008
52
Report of the Supervisory Board
In 2008 the Supervisory Board and the Executive Board met
through regular and additional meetings. Many important
issues were discussed, with strategy and the financial
crisis high on the agenda due to the unprecedented
circumstances. Committees of the Supervisory Board
discussed a range of subjects on which the Supervisory
Board received advice, the main ones being the quarterly
results, the financial crisis, the external auditors tender, IT,
corporate governance and human resources.
GENERAL
The Supervisory Board met thirteen times in 2008 of which six
meetings were scheduled. Most of the ad-hoc meetings focused
on the development of the financial markets crisis and the
implications for ING. The unique unprecedented market
circumstances required intensive interaction between the
Supervisory Board and the Executive Board to support the
necessary actions initiated by management to weather the crisis.
Attendance in the scheduled meetings was high: only three
Supervisory Board members were absent once. Due to the fact
that the ad hoc meetings were called at very short notice,
attendance in these meetings was somewhat lower: on average,
about 75% of the Supervisory Board members were present.
The Audit Committee had six meetings, while the Remuneration
and Nomination Committee met five times and the Corporate
Governance Committee met twice. One Audit Committee member
was absent once at the Audit Committee meetings. Three
members were absent once at the Remuneration and Nomination
as well as at the Corporate Governance Committee meetings.
Supervisory Board meetings
While the execution of the strategy was an important subject in
the first half of 2008, the implications of the financial crisis for ING
were the main topic on the agenda of the Supervisory Board
meetings in the second half of 2008.
2008 started off with a Supervisory Board Knowledge Day
in January, a full day of presentations and discussions around
several important ING subjects. The Supervisory Board members
discussed the ING Direct strategy going forward and an extensive
presentation was given on the business opportunities in Asia. The
market developments regarding the financial crisis and liquidity
management at ING were also discussed at the Knowledge Day.
In January 2008, the Supervisory Board also held its annual
full-day meeting on ING’s strategy and medium-term plan,
including the related risks. The medium-term plan addresses the
plans and the financial targets for each of the business lines, and
for the Group as a whole. The Supervisory Board discussed and
approved the medium-term plan and ING’s strategic direction. In
this meeting the feedback of investors on ING over the year 2007
was also discussed.
In February 2008, the 2007 annual figures were discussed,
including the related reports from the internal and external
auditors and the assessment of the Executive Board of the
adequacy and effectiveness of the risk management and control
systems of ING as well as the significant changes made thereto.
In this meeting the draft agenda of the annual General Meeting
as well as the proposed final 2007 dividend were also discussed
and approved.
The quarterly figures of the first three quarters 2008 were
discussed in May, August and November respectively. The results
of the first two quarters declined compared to the same period in
2007, but the direct impact from the financial markets crisis on ING
was still limited. At the end of the third quarter, after the collapse
of Lehman Brothers, financial market circumstances deteriorated
sharply. Several financial institutions became distressed, one of
which was Fortis. After careful consideration with the Supervisory
1.3 Our Governance