ING Direct 2008 Annual Report Download - page 70

ING Group Annual Report 2008
1.3 Our Governance
68
ING Trust Office takes the position that abandoning depositary
receipts will be considered when the turnout at the General
Meeting of ING Group reaches a level of at least 35% of the votes
that can be cast on ordinary shares (excluding the multiple voting
rights on the former preference shares) during three consecutive
years. The level of 35% was exceeded during the General
Meetings of 2007 and 2008.
According to its Articles of Association ING Trust Office has to vote
in the interest of all holders of depositary receipts, including the
majority of holders of depositary receipts that has not given voting
instructions, while taking into account the interests of ING Group
itself, the enterprises carried on by ING Group and companies
associated with it in a group and all other stakeholders in ING
Group. By doing so ING Trust Office promotes the execution of
voting rights in a transparent way and prevents at the same time
that a minority of shareholders and holders of depositary receipts
could use a chance majority of votes to the disadvantage of those
investors not present or not represented.
ING Trust Office, represented by the Board, attended the 2008
annual General Meeting of ING Group and answered various
questions. ING Trust Office voted in favour of all agenda items
for the shares for which it had received no voting instructions.
On 31 December 2008 the nominal value of administered ordinary
shares amounted to EUR 494,923,263.12 for which 2,062,180,263
depositary receipts were issued, each with a nominal value of
EUR 0.24. During the reporting year, the net number of depositary
receipts cancelled for ordinary shares ran to 163,583,975.
The decrease came about as follows:
Add:
from exercise of warrants 18,013,226;
from conversion of shares into depositary receipts 1,931,005;
Less:
from conversion of depositary receipts into shares 370,189;
cancellation as a result of share buy-back programme 183,158,017.
During the reporting year 2008 all issued preference A shares
in the share capital of ING Group were cancelled. Given said
cancellation and the fact that there were no preference B shares
in the share capital of ING Group outstanding and there will be
no need to issue preference B shares in the future, the Articles
of Association of ING Trust Office and the Trust Conditions were
amended, as a result of which all provisions with respect to the
preference A shares and preference B shares were deleted.
The Board currently consists of:
Jan Veraart, chairman, former chairman of the Executive Board
of Hollandsche Beton Groep N.V.;
Huib Blaisse, lawyer and partner at Blaisse Advocaten;
Paul Frentrop, Head Corporate Governance APG Groep N.V.;
Carel van den Driest, former chairman of the Executive Board of
Koninklijke Vopak N.V.;
Herman Hazewinkel, former chairman of the Executive Board of
Koninklijke Volker Wessels Stevin N.V.
A profile and an overview of additional relevant offices held by the
members of the Board can be found on the website of ING Trust
Office (www.ingtrustoffice.com).
All members of the Board stated that they meet the conditions
regarding independence as referred to in the Dutch Corporate
Governance Code and the Articles of Association of ING Trust Office.
The annual remuneration for the chairman of the Board amounts
to EUR 25,000.00 and for the other members of the Board to
EUR 20,000.00.
In 2008 the costs of proxy voting amounted to EUR 118,088.94.
In 2008 ING Trust Office obtained an advice from NautaDutilh N.V.
regarding guidelines with respect to the performance of duties by
the Board.
ING Trust Office may consult holders of depositary receipts in a
separate meeting. This possibility was not made use of. The Board
is of the opinion that a meeting of holders of depositary receipts is
not the right medium, because the holders of depositary receipts
that will appear at such a meeting will as a rule also attend the
General Meeting of ING Group. In that meeting they can voice
their opinion and vote themselves. Their interests can therefore
be looked after by themselves and not by ING Trust Office.
The activities involved in the administration of shares are
performed by Administratiekantoor van het Algemeen
Administratie- en Trustkantoor B.V., Amsterdam.
The contact details of ING Trust Office are:
Maartje Dapperen
Telephone + 31 20 5418645
E-mail: [e-mail]
AMSTERDAM, 16 MARCH 2009
BOARD OF STICHTING ING AANDELEN
Report of ING Trust Office (continued)