ING Direct 2008 Annual Report Download - page 66

ING Group Annual Report 2008
1.3 Our Governance
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reappointed for two four-year terms, based on a proposal from
the Supervisory Board to the General Meeting.
Ancillary positions/Conflicting interests
Members of the Supervisory Board are asked to provide details of
any other directorships, paid positions and ancillary positions they
may hold. Such positions are not permitted to conflict with the
interests of ING Group. It is the responsibility of the individual
member of the Supervisory Board and the Supervisory Board’s
Corporate Governance Committee to ensure that the directorship
duties are performed properly and not affected by any other
positions that the individual may hold outside the group.
Details of transactions involving actual or potential
conflicts of interest
Details of any relationships that members of the Supervisory
Board may have with ING Group subsidiaries as ordinary, private
individuals are not reported, with the exception of any loans that
may have been granted to them (see page 82).
Independence
Annually, the Supervisory Board members are requested to assess
whether the criteria of independence set out in the Tabaksblat
Code do not apply to them and to confirm this in writing. On
the basis of these criteria, all members of the Supervisory Board,
except Piet Hoogendoorn, are to be regarded as independent on
31 December 2008. Members of the Supervisory Board to whom
the independence criteria of the Tabaksblat Code do not apply,
and members of the Supervisory Board to whom the criteria do
apply but who can explain why this does not undermine their
independence, are deemed to be independent.
Remuneration and share ownership
The remuneration of the members of the Supervisory Board is
set by the General Meeting and is not dependent on the results
of the company. Details of the remuneration are provided
in the Remuneration Report on pages 81-82. Members of the
Supervisory Board are permitted to hold shares and depositary
receipts for shares in the company for long-term investment
purposes. Details are given on page 82. Transactions by
Supervisory Board members in ING Group shares and depositary
receipts for shares are subject to the ING regulations for insiders.
These regulations are available on the ING Group website
(www.ing.com).
INFORMATION ON MEMBERS OF THE SUPERVISORY BOARD
Jan H.M. Hommen, chairman (until 27 April 2009)
(Born 1943, Dutch nationality, male; appointed in 2005,
term expires in 2009)
Former vice-chairman and CFO of the Board of Management
of Royal Philips Electronics.
Other business activities: until 22 April 2009, non-executive
chairman of Reed Elsevier Group plc and Reed Elsevier PLC (UK)
and until 8 April 2009, member of the Supervisory Board of
TNT N.V. (listed companies). Chairman of the Supervisory Board
of Academisch Ziekenhuis Maastricht (hospital).
Peter A.F.W. Elverding (chairman from 27 April 2009)
(Born 1948, Dutch nationality, male; appointed in 2007,
term expires in 2011)
Former chairman of the Managing Board of Directors of Royal
DSM N.V. and former vice-chairman of the Supervisory Board
of De Nederlandsche Bank N.V. (Dutch Central Bank).
Other business activities: chairman of the Supervisory Board
of Océ N.V. (listed company). Member of the Supervisory Board
of SHV Holdings N.V. Vice-chairman of the Supervisory Board of
Q-Park N.V. Member of the Supervisory Board of Koninklijke
FrieslandCampina N.V. Chairman of the Supervisory Board
of Maastricht University and member of the Supervisory Board
of the cross-border University of Limburg.
Eric Bourdais de Charbonnière, vice-chairman
(until 27 April 2009)
(Born 1939, French nationality, male; appointed in 2004,
retirement in 2009)
Former managing director of JPMorgan France and chief financial
officer of Michelin.
Other business activities: chairman of the Supervisory Board
of Michelin and member of the Supervisory Board of Thomson
(listed companies). Member of the Supervisory Board of each of
Oddo et Cie, American Hospital of Paris and Associés en Finance.
Henk W. Breukink
(Born 1950, Dutch nationality, male; appointed in 2007,
term expires in 2011)
Former managing director of F&C and country head for F&C
Netherlands (asset management firm).
Other business activities: non-executive/vice-chairman of VastNed
Offices/Industrial (real estate fund) and non-executive director
of F&C hedge funds, Ireland (listed companies). Non-executive
director of Heembouw Holding B.V. and chairman of the
Supervisory Board of Modulus VastGoed Ontwikkelingen. Member
of the Supervisory Board of Omring (health care institution) and
HaagWonen (housing corporation). Also associated as coach
with TEC (Top Executive Coaching).
Claus Dieter Hoffmann
(Born 1942, German nationality, male; appointed in 2003,
term expires in 2011)
Former chief financial officer of Robert Bosch GmbH. Managing
partner of H+H Senior Advisors, Stuttgart.
Other business activities: chairman of the Supervisory Board of
EnBW AG (listed company). Member of the Supervisory Board of
de Boer Structures Holding B.V. Chairman of the Charlottenklinik
Foundation (hospital). Chairman of the Board of Trustees
(Vereinigung der Freunde) of Stuttgart University.
Piet Hoogendoorn
(Born 1945, Dutch nationality, male; appointed in 2007,
term expires in 2011)
Former chairman of the Board of Directors of Deloitte Touche
Tohmatsu and CEO of Deloitte in the Netherlands.
Former chairman of Royal NIVRA (Netherlands Institute
of Chartered Accountants).
Corporate governance (continued)