ING Direct 2009 Annual Report Download - page 67

and Executive Board. On 31 December 2009, the members of
the Nomination Committee were: Peter Elverding (chairman),
Piet Klaver, Joan Spero, Jeroen van der Veer, Karel Vuursteen
and Lodewijk de Waal.
The Corporate Governance Committee assists the Supervisory
Board in monitoring and evaluating the corporate governance of
ING as a whole and the reporting thereon in the Annual Report
and to the General Meeting, and advises the Supervisory Board on
improvements. On 31 December 2009, the members of the
Corporate Governance Committee were: Peter Elverding (chairman),
Henk Breukink, Claus Dieter Hoffmann, Harish Manwani, Aman
Mehta and Lodewijk de Waal.
REMUNERATION AND SHARE OWNERSHIP
The remuneration of the members of the Supervisory Board is
determined by the General Meeting and is not dependent on the
results of ING Group. Details of the remuneration are provided in
the Remuneration report on pages 86-87. Members of the
Supervisory Board are permitted to hold shares and depositary
receipts for shares in the share capital of ING Group for long-term
investment purposes. Details are given on page 87. Transactions
by members of the Supervisory Board in these shares and these
depositary receipts for shares are subject to the ING regulations
for insiders. These regulations are available on the website of
ING Group (www.ing.com).
INFORMATION ON MEMBERS OF THE SUPERVISORY BOARD
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 Koninklijke
DSM N.V. 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 Oostwegel Holding BV. Member of the Board of Stichting
Instituut GAK.
JEROEN VAN DER VEER (VICE-CHAIRMAN FROM
1 OCTOBER 2009)
(Born 1947, Dutch nationality, male; appointed in 2009,
term expires in 2013)
Former chief executive officer of Royal Dutch Shell plc.
Other business activities: vice-chairman and senior independent
director of Unilever N.V., non-executive director of Royal Dutch
Shell plc and member of the Supervisory Board of Koninklijke
Philips Electronics N.V. (listed companies). Vice-chairman of a NATO
Expert Group to work on NATO’s new strategic concept. Member
of the Supervisory Board of Het Concertgebouw N.V.
TINEKE (J.) P. BAHLMANN
(Born 1950, Dutch nationality, female; appointed in 2009,
term expires in 2013)
Professor in Business Economics, University of Utrecht.
Chairman of the Dutch Media Authority.
Other business activities: vice-chairman of the Supervisory Board
COMMITTEES OF THE SUPERVISORY BOARD
On 31 December 2009, the Supervisory Board had five standing
committees: the Audit Committee, the Risk Committee (as of
1 June 2009), the Remuneration Committee, the Nomination
Committee (created from the split of the Remuneration and
Nomination Committee on 1 January 2009) and the Corporate
Governance Committee.
The organisation, powers and modus operandi of the Supervisory
Board are detailed in the Supervisory Board Charter. Separate
charters have been drawn up for the Audit Committee, Risk
Committee, the Remuneration Committee, the Nomination
Committee and the Corporate Governance Committee. These
charters are available on the website of ING Group (www.ing.com).
A short description of the duties for the five Committees
follows below.
The Audit Committee assists the Supervisory Board in monitoring
the integrity of the financial statements of ING Group, ING
Verzekeringen N.V. and ING Bank N.V., in monitoring the
compliance with legal and regulatory requirements and in
monitoring the independence and performance of ING’s internal
and external auditors. On 31 December 2009, the members of the
Audit Committee were: Jackson Tai (chairman), Tineke Bahlmann,
Henk Breukink, Piet Hoogendoorn, Godfried van der Lugt and
Jeroen van der Veer.
The Supervisory Board has determined that the following members
of the Audit Committee are financial experts as referred to in the
Corporate Governance Code: Piet Hoogendoorn, Godfried van der
Lugt and Jackson Tai. Piet Hoogendoorn has gathered his expertise
in the auditing profession, whereas Godfried van der Lugt and
Jackson Tai have gathered their experience by serving as executive
officers and on the boards of international conglomerates:
Piet Hoogendoorn serving as chairman of the Board of Directors of
Deloitte Touche Tohmatsu, Godfried van der Lugt serving as CEO of
ING Group and Jackson Tai serving as CEO of DBS Bank
(Development Bank of Singapore) and managing director in the
Investment Banking Division of JP Morgan.
The Risk Committee assists and advises the Supervisory Board in
monitoring the risk profile of ING Group as well as the structure
and operation of the internal risk management and control
systems. On 31 December 2009, the members of the Risk
Committee were: Peter Elverding (chairman), Tineke Bahlmann,
Claus Dieter Hoffmann, Piet Klaver, Godfried van der Lugt and
Jackson Tai.
The Remuneration Committee advises the Supervisory Board,
among other things, on the terms and conditions of employment
(including remuneration) of the members of the Executive Board
and on the policies and general principles on which the terms and
conditions of employment of the members of the Executive Board
and of senior managers of ING and its subsidiaries are based. On
31 December 2009, the members of the Remuneration Committee
were: Jeroen van der Veer (chairman), Peter Elverding, Piet Klaver,
Joan Spero, Karel Vuursteen and Lodewijk de Waal.
The Nomination Committee advises the Supervisory Board,
among other things, on the composition of the Supervisory Board
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