ING Direct 2008 Annual Report Download - page 62

ING Group Annual Report 2008
1.3 Our Governance
60
Proxy voting facilities
ING Group is a member of the Stichting Communicatiekanaal
Aandeelhouders, through which participating depositary receipt
holders can give voting instructions to the Trust Office. ING Group
provides a similar proxy voting facility to international institutional
investors. In addition, ING Group solicits proxies from its American
Depositary Receipt (‘ADR’) holders in line with common practice in
the United States.
Voting proxy forms for shareholders and voting instruction forms
for depositary receipt holders who do not participate in the
Stichting Communicatiekanaal Aandeelhouders are made available
on ING Group’s website. The submission of these forms is subject
to additional conditions which are specified in the forms
themselves.
Main powers of the General Meeting
The main powers of the General Meeting are to decide on:
the appointment, suspension and dismissal of members of the •
Executive Board and of the Supervisory Board, subject to a
binding nomination or a proposal of the Supervisory Board;
the adoption of the annual accounts;•
the declaration of dividends, subject to the power of the •
Executive Board to make – with approval of the Supervisory
Board – reservations, and the declaration of other distributions,
subject to a proposal by the Executive Board which was
approved by the Supervisory Board;
the appointment of the external auditor;•
an amendment of the Articles of Association, a legal merger •
or division of ING Group, and to dissolve or liquidate ING Group,
all subject to a proposal by the Executive Board which was
approved by the Supervisory Board;
the issue of shares or rights to shares, the restriction or exclusion •
of pre-emptive rights of shareholders, and to delegate these
powers to the Executive Board, subject to a proposal by the
Executive Board which was approved by the Supervisory Board,
and
to authorise the repurchase of outstanding shares and to •
cancel shares.
Moreover, the approval of the General Meeting is required for
Executive Board decisions that are so far-reaching that they
would greatly change the identity or nature of ING Group or its
enterprise. This includes resolutions to transfer or assign otherwise
all or virtually all of the enterprise of ING Group or its subsidiaries
as a consequence of which ING Group or the group over which
ING Group exercises central control ceases to engage in either
insurance or banking activities.
Reporting
Resolutions adopted at a General Meeting shall also be published
on ING Group’s website within one week after the meeting.
The draft minutes of the General Meeting are made available to
shareholders on ING Group’s website (www.ing.com) no later
than three months after the meeting. Shareholders and depositary
receipt holder may react to the draft minutes in the following three
months, after which the final minutes will be adopted by the
chairman of the meeting in question and by a shareholder or
depositary receipt holder appointed by that meeting. The final
minutes are made available on ING Groups’ website
(www.ing.com).
EXECUTIVE BOARD
Appointment and dismissal
Members of the Executive Board are appointed by the General
Meeting from a binding list to be drawn up by the Supervisory
Board. This list shall mention at least two candidates for each
vacancy and if not, the list will be non-binding. The General
Meeting may declare the list non-binding by a majority resolution
supported by at least one-third of the issued share capital.
Candidates for appointment to the Executive Board must comply
with the expertise and reliability requirements set out in the
Wet financieel toezicht (Dutch Financial Supervision Act). Members
of the Executive Board may be suspended or dismissed at any time
by a majority resolution at the General Meeting. A resolution to
suspend or dismiss members of the Executive Board that has not
been introduced by the Supervisory Board needs the support
of at least one-third of the issued capital.
Function of the Executive Board
The Executive Board is responsible for the management of the
company, which includes the responsibility for achieving the
company’s aims and for the company’s results, as well as for
determining the company’s strategy and policy. It also includes
the day-to-day management of the company and its business lines
(Insurance Europe, Insurance Americas, Insurance Asia/Pacific,
Wholesale Banking, Retail Banking and ING Direct). The
organisation, powers and modus operandi of the Executive Board
are detailed in the Executive Board Charter, which was approved
by the Supervisory Board. The Executive Board Charter is available
on the ING Group website (www.ing.com).
Profile of members of the Executive Board
The Supervisory Board has drawn up a profile to be used as a basis
for selecting members of the Executive Board. This Executive Board
profile was submitted for discussion to the annual General Meeting
in 2005. It is available at the ING Group head office and on the
ING Group website (www.ing.com).
Remuneration and share ownership
Details of the remuneration of members of the Executive Board,
including shares and/or option rights granted to them, together
with information pertaining to such decisions, are provided
in the Remuneration Report, starting on page 73. Members of
the Executive Board are permitted to hold shares and depositary
receipts for shares in the company for long-term investment
purposes. Transactions in these shares are subject to the ING
regulations for insiders. These regulations are available on the ING
Group website (www.ing.com).
Ancillary positions/Conflicting interests
To avoid potential conflicts of interest, ING Group has a policy
that members of its Executive Board do not accept corporate
directorships with listed companies outside ING. The only
exception is currently Jacques de Vaucleroy, who is on the Board
of Directors of Delhaize Group in Belgium. He held this position
prior to his appointment to the Executive Board of ING Group.
Transactions involving actual or potential conflicts
of interest
Details of relationships that members of the Executive Board have
with ING Group subsidiaries as ordinary, private individuals are not
Corporate governance (continued)