ING Direct 2009 Annual Report Download - page 59

In 2006, 28% of the total votes were thus cast, in 2007, the figure
was 36.7%, in 2008, the figure was 38.7% and in 2009, the
figures were 35.6% (annual General Meeting) and 31.1%
(extraordinary General Meeting), so that in the 2009 annual
General Meeting, the 35% threshold was exceeded for the third
time in succession.
With a view to the above, the Executive Board and the Supervisory
Board announced in the 2009 annual General Meeting that they
would consider the steps to be taken with respect to the position
of ING Trust Office. In connection therewith, it was communicated
that, in particular against the backdrop of the financial crisis, more
time is needed to consider the position of ING Trust Office, as the
trust structure can be important to proper decision making in the
near future and also to the long-term interest of ING Group.
In accordance with this announcement, the Executive Board and
the Supervisory Board considered the position of ING Trust Office
in the build-up to the 2010 annual General Meeting. In connection
therewith, they have taken the following into consideration:
The Executive Board and the Supervisory Board have established
that a number of fundamental changes was set in motion by the
financial crisis.
In general, the balance between the various interests which are
involved in financial institutions have been re-evaluated. This
concerns not only the balance between long-term interests and
short-term interests, but also the balance between shareholders’
interests and the interests of other stakeholders. It is unmistakable
and indisputable that, according to prevalent opinion, “good
governance” with financial institutions entails that the long-term
interests and the interests of the other stakeholders are emphasised
more than in the past.
In addition, ING Group proceeded to a radical change of strategy
and structure as a consequence of the financial crisis. This will be
brought to completion in the future by means of the divestment
of the insurance operations (including investment management).
Furthermore, the Executive Board and the Supervisory Board have
established that the depositary-receipt structure as applied by ING
Group, supports “good governance”. Although ING Trust Office,
when determining its voting, puts the interests of shareholders and
holders of depositary receipts first, it also takes into account the
interests of other stakeholders. In this way it ensures a balanced
decision-making.
The depositary-receipt structure also ensures consistency in ING
Group’s decision making as it prevents that the General Meeting
will be unduly influenced by a minority. This consistency is
indispensable, in particular in times of fundamental changes.
The depositary-receipt structure thus provides the Executive Board
and the Supervisory Board the room which is necessary to do
justice to the long-term interests and the interests of the other
stakeholders.
In view of the importance of the balance between the long-term
interests and the short-term interests and between the interests of
shareholders and other stakeholders, as well as the importance of
members of the Executive Board will not receive any •
performance-related payment – either in cash, options, shares
or depositary receipts for shares – for the years 2008, 2009 and
subsequent years until the adoption of the new remuneration
policy mentioned above;
severance payments to members of the Executive Board will •
be limited to a maximum of one year’s fixed salary, in line with
the Corporate Governance Code; and
appointment of the chief executive officer of the Executive •
Board requires approval of the State Nominees.
For more information on the State Nominees, reference is made to
the section on the Supervisory Board; for more information on the
other arrangements, reference is made to the Remuneration report,
starting on page 76.
The issue of the Securities and the IABF were temporarily approved
by the European Commission on 12 November 2008 and 31 March
2009 respectively. In order to obtain definitive approval, ING Group
presented a plan on 26 October 2009 (‘Restructuring Plan’) that will
enable it to pay back the Dutch State, address the requirements of
the European Commission for viability and fair competition and
return its focus to the business and what matters most to
customers. The Restructuring Plan includes a separation of the
banking and insurance operations (including ING Investment
Management), divestment of ING Direct USA and the creation of
a new company in the Dutch retail market out of its current
operations by combining the Interadvies banking division (including
WestlandUtrecht Hypotheekbank and the mortgage activities of
Nationale-Nederlanden) and the existing consumer credit portfolio
of ING Retail Banking. This business, once separated, will be
divested. The Restructuring Plan also provides for a reduction by
ING Group of the outstanding Securities by EUR 5 billion (nominal
amount), the conditions of which were adjusted in mutual
agreement between ING Group and the Dutch State. On
18 November 2009, the European Commission approved the
Restructuring Plan and gave final clearance for the issue of the
Securities and the IABF.
On 25 November 2009, the General Meeting approved the
strategic decision of the Executive Board to divest all insurance
operations (including investment management) and authorised the
Executive Board to issue ordinary shares of such number as would
be necessary to raise an amount of capital up to EUR 7.5 billion, to
enable ING Group to repurchase half of the outstanding Securities
from the Dutch State and to strengthen ING Group’s capital base.
To that effect, on 27 November 2009 ING Group launched a public
offering of ordinary shares which was successfully settled on
21 December 2009.
SHAREHOLDER PARTICIPATION AND POSITION
OF ING TRUST OFFICE
ING Group indicated earlier that the Executive Board and the
Supervisory Board would consider the position of Stichting
ING Aandelen (‘ING Trust Office’) and depositary receipts once
the number of votes cast on ordinary shares and depositary receipts
for ordinary shares at a general meeting, including proxies and
excluding the votes which are at the discretion of ING Trust Office,
was at least 35% of the total votes that may be cast for three
consecutive years.
ING Group Annual Report 2009 57