ING Direct 2008 Annual Report Download - page 83

ING Group Annual Report 2008
81
EXECUTIVE BOARD REMUNERATION STRUCTURE 2009
In October 2008, ING reached an agreement with the Dutch
State to strengthen its capital position. Under the terms of
the agreement, the ING Supervisory Board will review the
remuneration policy for the Executive Board and senior
management to align it with new international standards.
This will include linking incentive schemes to long-term value
creation and risk.
The Supervisory Board has taken notice of the preliminary
recommendations published by some financial authorities and
will continue to monitor developments in this area. For ING as
a global company it is essential to work from one set of global
recommendations. As soon as international standards are
determined ING will review and amend the current remuneration
policy as appropriate. Any changes to the remuneration policy will
require approval by the annual General Meeting. The reviewed
remuneration policy is expected to be proposed to the General
Meeting in 2010 and to be effective as of compensation year 2010.
In December 2008, the Monitoring Committee Dutch Corporate
Governance Code (the ‘Frijns Committee’) published an updated
and revised version of the Tabaksblat Code in its definitive form;
a proposal thereto was disclosed for consultation purposes in
June 2008. The revised Tabaksblat Code became effective as of
1 January 2009. ING Group is now considering the implications
of the revised Tabaksblat Code on the remuneration policy and to
what extent these can be implemented. As recommended by the
Frijns Committee, the implementation of the revised Tabaksblat
Code will be discussed in the 2010 General Meeting as a separate
agenda item.
Policy for 2009
With regard to the remuneration policy for 2009, the Supervisory
Board continues to build upon the remuneration policy initiated
in 2003. In January 2009, ING and the Dutch State reached an
agreement on an Illiquid Assets Back-up Facility (‘Back-up Facility’).
Under the terms of this agreement members of the Executive
Board will not receive any bonuses until a reviewed remuneration
policy has been completed. The remuneration policy will,
among other things, include objectives relating to corporate
and social responsibility.
Executive Board base salary 2009
For 2009 base salary levels will be frozen.
Executive Board short-term incentive plan 2009
Under the terms of the Illiquid Assets Back-up Facility agreed with
the Dutch State in January 2009, the individual Executive Board
members will not receive a 2009 short-term incentive.
Executive Board long-term incentive plan 2009
Under the terms of the Illiquid Assets Back-up Facility agreed with
the Dutch State in January 2009, the individual Executive Board
members will not receive a 2009 long-term incentive award.
REMUNERATION SUPERVISORY BOARD
Remuneration
The annual remuneration of the Supervisory Board members
amounts to: chairman EUR 75,000, vice-chairman EUR 65,000,
other members EUR 45,000. In addition to the remuneration each
member receives an expense allowance. For the chairman and vice-
chairman the annual amount is EUR 6,810. For the other members
the amount is EUR 2,270.
The remuneration for the membership of committees is as follows:
chairman of the Audit Committee EUR 8,000, members of the
Audit Committee EUR 6,000, chairmen of other Supervisory Board
committees EUR 7,500 and members of other Supervisory Board
committees EUR 5,000. In addition to the fixed remuneration,
committee members receive a fee for each meeting they attend.
For the Audit Committee chairman this fee is EUR 2,000 per
meeting and for its members EUR 1,500. For the chairman and
members of other committees the attendance fee amounts to
EUR 450 per meeting. The remuneration and the attendance fee
for the membership of a committee are not applicable to the
chairman and vice-chairman of the Supervisory Board if they are
on one of the committees.
Supervisory Board members receive an additional fee of EUR 2,000
per attended Supervisory Board or Committee meeting in the
event the meeting is held outside the country of residence of the
Supervisory Board member, or an additional amount of EUR 7,500
per attended Supervisory Board or Committee meeting if
intercontinental travel is required for attending the meeting.