ING Direct 2008 Annual Report Download - page 69

ING Group Annual Report 2008
67
Report of ING Trust Office
The following report is issued in compliance with the
provisions of article 15 of the Trust Conditions for registered
shares in the share capital of ING Groep N.V.
Pursuant to its articles of association, the object of Stichting ING
Aandelen (‘ING Trust Office’), a foundation organised under the
laws of the Netherlands, established in Amsterdam is:
a. to foster the interests of the holders of depositary receipts for
shares in the capital of ING Groep N.V. (‘ING Group’), while
having regard for the interests of (i) ING Group itself, (ii) the
enterprises carried on by ING Group and companies associated
with it in a group and (iii) all other stakeholders in ING Group,
such that all those interests are balanced and safeguarded as
effectively as possible;
b. to acquire and administer for the purposes of management
registered shares in the capital of ING Group and any bonus
shares which may be distributed thereon or shares acquired as
stock dividend or by the exercise of subscription rights and to
issue exchangeable depositary receipts for these shares to
exercise voting rights and all other rights attaching to the shares,
to exercise subscription rights and to receive dividends and other
distributions, including proceeds of liquidation, subject to the
obligation to distribute the income to the depositary receipt
holders, save that depositary receipts shall be issued for bonus
shares, shares acquired as stock dividend and shares acquired
on behalf of depositary receipt holders by virtue of the exercise
of subscription rights;
c. to foster the exchange of information between ING Group
on the one hand and the depositary receipt holders and
shareholders in ING Group on the other;
d. to promote and organise the solicitation of proxies of
shareholders other than the foundation itself and of specific
proxies and/or voting instructions of depositary receipt holders,
and further to engage in any activity which may be related to the
foregoing in the widest sense, whereby all activities which entail
commercial risk shall be excluded from the foundation’s object.
During the 2008 reporting year the Board of ING Trust Office
(the ‘Board’) held five meetings.
On 4 March 2008 the Board met to discuss among others
corporate governance developments, the composition of the
Board, the independence of ING Trust Office and its position in
general. During this meeting the Board also prepared for the
annual General Meeting of ING Group of 22 April 2008.
On 2 April 2008 the Board held a meeting to discuss among others
the 2007 balance sheet and statement of income and expenditure
of ING Trust Office, the power of attorney to the secretary of ING
Trust Office, the amendment of the Articles of Association of ING
Trust Office and the amendment of the Trust Conditions. During
this meeting the Board also prepared for the annual General
Meeting of ING Group of 22 April 2008. Prior to this meeting the
Executive Board and Supervisory Board of ING Groep discussed
with the Board the activities and performance of ING Group over
2007 on the basis of the press release of 20 February 2008 on the
2007 figures.
On 22 April 2008 the Board convened before the annual General
Meeting of ING Group to discuss the proxy voting results and to
decide on the initial position of the Board vis-à-vis the items on the
agenda. During this meeting the Board also signed and adopted
the 2007 balance sheet and statement of income and expenditure
of ING Trust Office.
On 3 November 2008 the Board held an additional meeting given
the developments in the financial markets and the position of ING.
In this meeting the Board discussed with the general counsel of
ING the position of ING, in particular the transaction agreed
between the Dutch government and ING Group.
The last meeting was held on 3 December 2008. In this meeting
the Board discussed among others the amendment of the Articles
of Association of ING Trust Office, the composition of the Board,
the statements regarding independence of the members of the
Board, the agreement regarding reimbursement of costs between
ING Trust Office and ING Group and corporate governance
developments. During this meeting the Board also looked back at
the annual General Meeting of ING Group of 22 April 2008 and
looked forward to the annual General Meeting of ING Group of
27 April 2009. Prior to this meeting the Executive Board and
Supervisory Board of ING Group discussed with the Board the
activities and performance of ING Group over the first nine months
of 2008 as published on 12 November 2008.
As stated above, given the developments in the financial markets
and the position of ING, the Board held an additional meeting
on 3 November 2008. Furthermore, the Board followed the
developments very closely and, where necessary, obtained further
clarification on the specific choices ING Group made, including the
nature of the capital injection by the Dutch government, the
decision on the final dividend, the appointment and the powers
of two members of the Supervisory Board and the changes to
the remuneration policy of the members of the Executive Board.
Where the Board thought it useful, it has asked ING Group to
provide greater clarity, especially on the question whether the
capital injection by the Dutch government was under the
circumstances the best option for all holders of depositary
receipts and all other stakeholders. ING Trust Office informed the
shareholders and holders of depositary receipts of ING Group
about the foregoing by way of an additional column of the
chairman of the Board in the magazine ING Shareholder nr. 4.
ING Trust Office organises the solicitation of proxies of
shareholders of ING Group other than ING Trust Office itself and
of specific proxies or voting instructions of holders of depositary
receipts. The Board encourages the greatest possible participation
of shareholders and holders of depositary receipts.
Holders of depositary receipts in the Netherlands, the United
Kingdom and the United States are able to vote by proxy.
For the 2008 annual General Meeting of ING Group votes were
cast for 38,69% of the total number of issued ordinary shares
(excluding the voting rights on the former preference shares).
ING Trust Office voted for the remaining shares.