ING Direct 2008 Annual Report Download - page 57

ING Group Annual Report 2008
55
Corporate governance
This section discusses the application by ING Groep N.V.
(‘ING Group’) of the Dutch Corporate Governance Code
and provides information on capital and control, the
Executive Board, the Supervisory Board and the external
auditors. This section also serves as the ‘corporate
governance statement’ referred to in article 46a of
Directive 78/660/EEC.
RECENT DEVELOPMENTS
Legislative and regulatory developments
In December 2008, the Monitoring Committee of the Dutch
Corporate Governance Code (the ‘Frijns Committee’) published
an updated version of the Dutch Corporate Governance Code
(‘Tabaksblat Code’ or ‘Code’), the draft of which was distributed
for consultation in June 2008. The revised Code became effective
on 1 January 2009.
ING Group is now considering the revised Code and to what extent
it can be implemented. As recommended by the Frijns Committee,
the implementation of the revised Code will be discussed at the
2010 General Meeting as a separate agenda item.
In 2008, several changes of EU origin relating to listed company
disclosure and transparency were proposed to be implemented
in Dutch law. These especially affect annual and interim financial
reporting, a mandatory corporate governance statement in the
annual report and – for public interest entities – the introduction
of a mandatory audit committee. Subsidiaries of a public interest
entity which complies with the mandatory audit committee
requirement are exempt. ING Group, ING Bank N.V, and ING
Verzekeringen N.V. have an audit committee, whereas the
other ING Group subsidiaries in the Netherlands make use of
this exemption.
Furthermore, also as a result of EU legislation, the rules on
the maintenance and alteration of capital of public limited liability
companies were amended. The amended rules, among others
things, facilitate the issue of shares against contribution in kind,
the repurchase of shares, and the provision of financial support for
the acquisition of a company’s own stock by third parties.
A legislative proposal to implement the EU Shareholder Rights
Directive was submitted to the Dutch Parliament in November
2008. It primarily addresses matters of logistics in the build-up to
a general meeting, such as the disclosure and distribution of the
meeting materials, the record date, shareholders’ proposals and
the asking of questions.
Following a consultation procedure, a legislative proposal was
submitted to the Dutch Parliament in November 2008 to facilitate
the introduction of the one-tier board into Dutch company law.
The proposal will clarify the rules on the division of tasks in a
board of directors. This proposal also includes a revised version
of the conflict of interest rules and will abolish the required
second candidate within the context of a binding nomination,
recommended by the Tabaksblat Committee in 2003.
Finally, as a result of a change in Dutch law, the term ‘general
meeting of shareholders’ in the Dutch Civil Code was changed to
‘general meeting’. For the time being ING Group is not planning
to change its Articles of Association to incorporate the new term,
though the term is used in this Annual Report.
Transactions with the Dutch State
On 12 November 2008, ING Group issued 1 billion core Tier-1
securities (‘Securities’) to the Dutch State against payment of
EUR 10 per Security resulting in an increase of ING Group’s core
Tier-1 capital of EUR 10 billion. The Securities do not form part of
ING Group’s share capital; accordingly they do not carry voting