ING Direct 2008 Annual Report Download - page 64

ING Group Annual Report 2008
1.3 Our Governance
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is responsible for Insurance Europe and ING Investment
Management Europe.
Changes in the composition
Michel Tilmant stepped down from the Executive Board on 26
January 2009. He will be succeeded as chairman of the Executive
Board by Jan Hommen (born 1943, Dutch nationality, male) upon
his appointment to the Executive Board. Jan Hommen will be
nominated for appointment to the Executive Board at the 2009
annual General Meeting. In the intervening months, Eric Boyer
will be acting chairman of the Executive Board.
John Hele will leave ING on 31 March 2009. At the 2009 General
Meeting, Patrick Flynn (born 1960, Irish nationality, male) will
be nominated for appointment to the Executive Board. More
information can be found in the convocation for the 2009 General
Meeting, available on the ING Group website (www.ing.com).
SUPERVISORY BOARD
Appointment and dismissal
Members of the Supervisory 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, failing which the list will be non-binding. The list will
also be non-binding pursuant to a resolution to that effect of the
General Meeting adopted by an absolute majority of the votes
cast which majority represents more than one-third of the issued
share capital. Candidates for appointment to the Supervisory Board
must comply with the reliability requirements set out in the Wet
financieel toezicht (Dutch Financial Supervision Act).
In connection with the issue of Securities to the Dutch State, it was
agreed between ING Group and the Dutch State that the Dutch
State may recommend candidates for appointment to the
Supervisory Board in such a way that upon appointment of all
recommended candidates by ING Group’s General Meeting, the
Supervisory Board will have two State Nominees among its
members. The Dutch State may recommend a Supervisory Board
member already in office. The recommendation right of the Dutch
State is subject to applicable law and to corporate governance
practices, generally accepted under stock listing regimes applicable
to ING Group and continues as long as the Dutch State holds at
least 250 million Securities, as long as the Back-up Facility
continues or any of the Bonds is outstanding. Should the holding
of the Dutch State decrease below 250 million Securities, and
both the Back-up Facility and the Bonds have expired, the State
Nominees will remain in office and complete their term
of appointment.
Candidates thus recommended by the Dutch State will be
nominated, by way of a binding nomination, for appointment at
the next annual General Meeting, unless one or more specified
situations would occur. These include that:
the candidate is not fit and proper to discharge his duties as a •
Supervisory Board member;
upon appointment the composition of the Supervisory Board •
would not be appropriate and/or not be in accordance with the
Supervisory Board profile;
appointment would be incompatible with any provision of the •
ING Group’s Articles of Association, its Supervisory Board
Charter, any principle or best-practice provision of the Dutch
Corporate Governance Code as applied by ING Group and/or
any other generally accepted corporate governance practice or
requirement which is applicable to ING Group as an
internationally listed company
the relevant candidate has a structural conflict of interest with •
ING Group; and
the Dutch central bank refuses to issue a statement of “no •
objection” against the appointment of the relevant candidate.
On 22 October 2008 the Dutch State announced that it
recommended Lodewijk de Waal for appointment to the
Supervisory Board. Also Peter Elverding, already member of the
Supervisory Board, was appointed as State Nominee. On 11 March
2009 the Dutch State announced that it recommended Tineke
Bahlmann to replace Peter Elverding, who will no longer be
available as State Nominee upon his appointment as chairman
of the Supervisory Board as from 27 April 2009.
Members of the Supervisory Board may be suspended or dismissed
at any time by the General Meeting. A resolution to suspend or
dismiss members of the Supervisory Board which has not been
brought forward by the Supervisory Board may only be adopted
by the General Meeting by an absolute majority of the votes cast
which majority represents at least one-third of the issued
share capital.
Function of the Supervisory Board
The function of the Supervisory Board is to supervise the policy
of the Executive Board and the general course of events in the
company and its business, as well as to provide advice to the
Executive Board. In line with Dutch company law, the Tabaksblat
Code and the Articles of Association, the Supervisory Board
Charter requires all Supervisory Board members, including the
State Nominees, to act in accordance with the interests of ING and
the business connected with it, taking into account the relevant
interests of all the stakeholders of ING, to perform their duties
without mandate and independent of any interest in the business
of ING, and to refrain from supporting one interest without
regard to the other interests involved.
As part of its supervisory role, certain resolutions of the
Executive Board specified in the Articles of Association and in
the Supervisory Board Charter are subject to Supervisory
Board approval.
Pursuant to the transactions with the Dutch State mentioned
above, certain Supervisory Board resolutions are subject to the
condition that no State Nominee voted against the proposal. It has
been agreed with the Dutch State that these approval rights will
become effective as from the 2009 General Meeting. These
resolutions relate to the following matters:
a. the issue or acquisition of its own shares by ING Group (other
than related to or in connection with the Securities issue –
including, for the avoidance of doubt, for the purpose of
conversion or financing of a repurchase of Securities – and other
than as part of regular hedging operations and the issuing of
shares according to employment schemes);
b. the cooperation by ING Group in the issue of depositary receipts
for shares;
c. the application for listing in or removal from the price list of any
stock exchange of the securities referred to in a. or b.;
Corporate governance (continued)