ING Direct 2008 Annual Report Download - page 65

ING Group Annual Report 2008
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d. the entry into or termination of lasting cooperation between
ING Group or a dependent company and another legal entity
or partnership or as general partner in a limited partnership
or general partnership where such cooperation or termination
thereof has material significance for ING Group, i.e. amounting
to one-quarter or more of ING’s issued capital and reserves as
disclosed in its balance sheet and notes thereto;
e. the acquisition by ING Group or a dependent company of
a participating interest in the capital of another company
amounting to one-quarter or more of ING Group’s issued capital
and reserves as disclosed in its balance sheet and notes thereto
or a material increase or decrease in the magnitude of such
a participating interest;
f. investments involving an amount equal to one-quarter or more
of ING Group’s issued capital and reserves as disclosed in its
balance sheet and notes thereto;
g. a proposal to wind up ING Group;
h. filing of a petition for bankruptcy or moratorium of ING Goup;
i. a proposal to reduce the issued capital of ING Group (other than
related to the Securities issue);
j. a proposal for merger/split-off, dissolution of ING Group;
k. a proposal to the General Meeting to change ING Group’s
remuneration policy; and
l. appointment of the chief executive officer of ING Group’s
Executive Board.
Committees of the Supervisory Board
On 31 December 2008, the Supervisory Board had three
standing committees: the Audit Committee, the Remuneration
and Nomination Committee and the Corporate Governance
Committee. On 1 January 2009, the Remuneration and
Nomination Committee was split into a Remuneration Committee
and a separate Nomination Committee.
The organisation, powers and modus operandi of the Supervisory
Board are detailed in the Supervisory Board Charter. Separate
charters have been drawn up for the Audit Committee, the
Remuneration Committee, the Nomination Committee and the
Corporate Governance Committee. These charters are available
on the ING Group website (www.ing.com). A short description
of the duties for the Committees follows below.
The Audit Committee assists the Supervisory Board in monitoring
the integrity of the financial statements of ING Group, ING
Verzekeringen N.V. and ING Bank N.V., in monitoring the
compliance with legal and regulatory requirements, and in
monitoring the independence and performance of ING’s internal
and external auditors. On 31 December 2008, the members of
the Audit Committee were: Wim Kok (chairman), Peter Elverding,
Piet Hoogendoorn, Godfried van der Lugt and Jackson Tai.
The Remuneration and Nomination Committee advised the
Supervisory Board, among other things on the composition of
the Supervisory Board and Executive Board, on the compensation
packages of the members of the Executive Board and on stock-
based compensation programmes for top senior management,
including the Executive Board. On 31 December 2008, the
members of the Remuneration and Nomination Committee were:
Jan Hommen (chairman), Eric Bourdais de Charbonnière, Piet
Klaver, Joan Spero and Karel Vuursteen, with Lodewijk de Waal
participating as observer, awaiting his appointment to the
Supervisory Board.
The Corporate Governance Committee assists the Supervisory
Board in monitoring and evaluating the corporate governance of
ING as a whole and the reporting of this in the Annual Report and
to the General Meeting, and advises the Supervisory Board on
improvements. On 31 December 2008, the members of the
Corporate Governance Committee were: Jan Hommen (chairman),
Eric Bourdais de Charbonnière, Henk Breukink, Claus Dieter
Hoffmann, Harish Manwani and Aman Mehta, with Lodewijk de
Waal participating as observer, awaiting his appointment to the
Supervisory Board.
The (new) Remuneration Committee advises the Supervisory
Board, among other things, on the compensation packages of the
members of the Executive Board and on stock-based compensation
programmes for top senior management, including the Executive
Board. As of 1 January 2009, the members of the Remuneration
Committee were: Eric Bourdais de Charbonnière (chairman), Piet
Klaver, Joan Spero and Karel Vuursteen.
The (new) Nomination Committee advises the Supervisory Board,
among other things, on the composition of the Supervisory Board
and Executive Board. As of 1 January 2009, members of the
Nomination Committee were: Jan Hommen (chairman), Eric
Bourdais de Charbonnière, Peter Elverding, Piet Klaver, Joan Spero
and Karel Vuursteen.
Profile of members of the Supervisory Board
The Supervisory Board has drawn up a Profile to be used as a basis
for its composition. The 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).
In view of their experience and the valuable contribution that
former members of the Executive Board can make to the
Supervisory Board, it has been decided, taking into account the
size of the Supervisory Board and ING’s wide range of activities,
that such individuals may become members of the Supervisory
Board of ING Group. There is, however, a restriction in that only
one in every five other members of the Supervisory Board may be
a former member of the Executive Board. In addition, this member
must wait at least one year after resigning from the Executive
Board before becoming eligible for appointment to the Supervisory
Board. Former members of the Executive Board are not eligible for
appointment to the position of chairman of the Supervisory Board.
After being appointed to the Supervisory Board, a former member
of the Executive Board may also be appointed to one of the
Supervisory Board’s committees. However, appointment to the
position of chairman of a committee is only possible if the
individual in question resigned from the Executive Board at least
four years prior to such appointment.
Reappointment of Supervisory Board members
Members of the Supervisory Board will resign from the Supervisory
Board at the annual General Meeting held in the calendar year in
which they will complete the fourth year after their most recent
reappointment. As a general rule, they shall also resign at the
annual General Meeting in the year in which they attain the age
of 70 and shall not be reappointed. The schedule for resignation
by rotation is available on the ING Group website (www.ing.com).
Members of the Supervisory Board may as a general rule be