ING Direct 2008 Annual Report Download - page 56

ING Group Annual Report 2008
1.3 Our Governance
54
COMPOSITION OF THE EXECUTIVE BOARD
The 2008 annual General Meeting reappointed Eric Boyer de la
Giroday and Eli Leenaars for a new four-year term. John Hele, the
chief financial officer announced his resignation as an Executive
Board member for family reasons as of 31 March 2009. On
26 January 2009, Michel Tilmant stepped down from the Executive
Board to take effect at once. Michel Tilmant will be an adviser to
the company until his retirement from ING on 1 August 2009. The
Supervisory Board decided that Jan Hommen will be appointed as
CEO of ING Group, upon his appointment as a member of the
Executive Board by the annual General Meeting in April 2009.
Eric Boyer, member of the Executive Board since 2004, will be
acting CEO until Jan Hommen can formally take over after the
General Meeting. During that meeting Patrick Flynn will be
proposed as the successor to John Hele as CFO of ING Group.
Further information on the members of the Executive Board is
provided on pages 61-62.
Retirement of Eric Bourdais de Charbonnière
Eric Bourdais de Charbonnière joined the Supervisory Board
in 2004. He became vice-chairman of the Supervisory Board
in February 2005. His inspiring vision combined with his vast
international experience made his input in the meeting very
valuable. We are very grateful for his contribution through
the years.
COMPOSITION OF THE SUPERVISORY BOARD
Cor Herkströter retired as member and chairman of the
Supervisory Board per 1 January 2008. Jan Hommen succeeded
Cor Herkströter as chairman of the Supervisory Board and Wim
Kok succeeded Jan Hommen as chairman of the Audit Committee,
both as of 1 January 2008. For this reason Wim Kok did not retire
in 2008. Luella Gross Goldberg retired after the 2008 annual
General Meeting having stayed on one year longer.
Harish Manwani, Aman Mehta, Joan Spero and Jackson Tai were
appointed as new members of the Supervisory Board at the 2008
annual General Meeting. Jan Hommen succeeded Cor Herkströter
as chairman of the Remuneration and Nomination Committee
and the Corporate Governance Committee. Harish Manwani and
Aman Mehta each became a member of the Corporate Governance
Committee. Joan Spero became a member of the Remuneration
and Nomination Committee. Jackson Tai became a member of
the Audit Committee, together with Piet Hoogendoorn. Claus
Hoffmann stepped down from the Audit Committee and joined
the Corporate Governance Committee. Lodewijk de Waal
participated in the Remuneration and Nomination Committee
and the Corporate Governance Committee as an observer
as of November 2008 onwards.
Following the envisaged appointment of Jan Hommen as the
CEO of ING Group, the Supervisory Board decided to appoint
Peter Elverding as successor to Jan Hommen as chairman of the
Supervisory Board effective after the annual General Meeting
in April 2009. In light of this appointment, the Dutch State has
recommended Tineke Bahlmann as a member for the Supervisory
Board. Eric Bourdais de Charbonnière and Wim Kok will retire from
the Supervisory Board after the 2009 annual General Meeting.
Retirement of Wim Kok
Wim Kok was appointed as a member of the Supervisory Board
in 2003. He contributed substantially to the Audit Committee
and in 2008 he was asked to stay on for one year longer to
succeed Jan Hommen as the chairman of the Audit Committee.
With his background, Wim Kok had good insights into Dutch
politics, and was also of great value for discussions about financial
issues both nationally and internationally. The members of the
Supervisory Board and the Executive Board valued his opinion in
the decision-making process and would like to thank him for his
strong personal contribution.
The Supervisory Board has nominated three candidates for
appointment: Tineke Bahlmann, Jeroen van der Veer and Lodewijk
de Waal. For the proposed appointments approval has been
obtained from DNB (the Dutch central bank).
Information on the members of the Supervisory Board and the
nominated members is provided on page 64-65.
Currently, only one Supervisory Board member, Piet Hoogendoorn
qualifies as ‘non-independent’ as defined in best-practice provision
III.2.1 of the Dutch Corporate Governance Code. Mr. Hoogendoorn
is considered to be not independent, because of his position with
Deloitte Touche Tohmatsu until 1 June 2007, taking into account
the important relationship between Deloitte Touche Thomatsu
and ING.
ANNUAL ACCOUNTS AND DIVIDEND
The Executive Board has prepared the annual accounts and
discussed these with the Supervisory Board. The annual accounts
will be submitted for adoption to the 2009 General Meeting as
part of the Annual Report. The interim dividend for 2008 was
EUR 0.74 per (depositary receipt for an) ordinary share which was
paid in August 2008. ING has announced that it will not pay a final
dividend in May 2009 over the year 2008.
APPRECIATION FOR THE EXECUTIVE BOARD AND
THE ING EMPLOYEES
The Supervisory Board would like to thank the Executive Board
members for the very hard work done in the extremely challenging
circumstances on the financial markets. The Supervisory Board
would also like to express its appreciation to the 125,000 employees
of ING who each serve the interests of the customers, the
shareholders and other stakeholders of ING.
ADDITIONAL INFORMATION
For additional information, reference is made to the section
on corporate governance (pages 55-66) and the Remuneration
Report (pages 73-82), which are deemed to be incorporated
by reference here.
AMSTERDAM, 16 MARCH 2009
THE SUPERVISORY BOARD
Report of the Supervisory Board (continued)