ING Direct 2009 Annual Report Download - page 69

CHANGE OF CONTROL CLAUSES IN MATERIAL AGREEMENTS
ING Group is not a party to any material agreement that becomes
effective or is to be amended or terminated, subject to the
condition of a change of control of ING Group following a public
bid as defined in section 5:70 of the Dutch Financial Supervision
Act. ING Group subsidiaries may have customary change of control
arrangements included in agreements related to various business
activities, such as joint venture agreements, letters of credit and
other credit facilities, reinsurance agreements and futures and
option trading agreements. Following a change of control of ING
Group (as the result of a public bid or otherwise), such agreements
may be amended or terminated, leading, for example, to an
obligatory transfer of the interest in the joint venture, early
repayment of amounts due, loss of credit facilities or reinsurance
cover and liquidation of outstanding futures and option
trading positions.
SEVERANCE PAYMENTS TO MEMBERS OF THE EXECUTIVE
BOARD
The employment contracts with the members of the Executive
Board provide for severance payments, which become due on
termination of the contract in connection with a public bid as
defined in section 5:70 of the Dutch Financial Supervision Act. For
the amounts due, it is not relevant whether or not termination of
the contract is related to a public bid. In accordance with the terms
of the issuance of the Securities, severance payments to the
members of the Executive Board have been limited to a
maximum of one year’s fixed salary, in line with the Corporate
Governance Code.
AMENDMENT OF THE ARTICLES OF ASSOCIATION
The General Meeting may resolve to amend the Articles of
Association, provided the resolution is adopted on a proposal of
the Executive Board which has been approved by the Supervisory
Board. Such a resolution of the General Meeting requires a majority
of at least two-thirds of the votes cast at a general meeting at
which at least two-thirds of the issued share capital is represented.
An amendment has to be passed by notarial deed, and this in turn
requires a declaration of no objection to be issued by the Minister
of Justice.
EXTERNAL AUDITOR
At the General Meeting on 22 April 2008, Ernst & Young was
appointed to audit the financial statements of ING Group for the
financial years 2008 to 2011 inclusive, to report on the outcome of
these audits to the Executive Board and the Supervisory Board and
to provide an audit opinion on the financial statements of ING
Group. Furthermore, Ernst & Young also audited and reported on
the effectiveness of internal control over financial reporting on
31 December 2009.
The external auditor attended the meetings of the Audit
Committee and the 2009 annual General Meeting.
After a maximum period of five years of performing the financial
audit of ING Group or ING Verzekeringen N.V. or ING Bank N.V.,
the lead audit partners of the external audit firm and the audit
partners responsible for reviewing the audits, have to be replaced
by other partners of the external audit firm. The Audit Committee
provides recommendations to the Supervisory Board regarding
Akzo Nobel N.V. and of TomTom N.V. and member of the
Supervisory Board of Henkel KGaA (listed companies). Member of
the Board of Directors of Heineken Holding N.V. Chairman of the
Concertgebouw Fund Foundation. Member of the Supervisory
Board of Nyenrode Foundation.
LODEWIJK J. DE WAAL
(Born 1950, Dutch nationality, male; appointed in 2009,
term expires in 2013)
General manager of Humanitas.
Other business activities: member of the Supervisory Board of
PGGM N.V. Member of the Advisory Board of Zorgverzekeraars
Nederland. Chairman of the Supervisory Council of SNV. Member
of the Advisory Board of Stichting Nationaal Fonds Kunstbezit.
President of the Hay Group Vision Society.
CHANGES IN THE COMPOSITION
In April 2009 the General Meeting appointed Tineke Bahlmann,
Jeroen van der Veer and Lodewijk de Waal to the Supervisory
Board. Tineke Bahlmann and Lodewijk de Waal were recommended
as State Nominees. Their appointments became effective on
27 April 2009. The appointment of Jeroen van der Veer became
effective as of 1 July 2009. As a State Nominee, Tineke Bahlmann
replaced Peter Elverding who succeeded Jan Hommen as chairman
of the Supervisory Board.
In addition, Eric Bourdais de Charbonnière and Wim Kok retired
from the Supervisory Board, reaching or having reached the
age of 70.
Piet Hoogendoorn, Harish Manwani and Karel Vuursteen have
decided to retire from the Supervisory Board at the end of the 2010
annual General Meeting. At the same meeting, Piet Klaver will be
nominated for reappointment.
More information can be found in the convocation for the 2010
annual General Meeting, available on the website of ING Group
(www.ing.com).
FINANCIAL REPORTING
A description of the main features of ING Group’s internal control
and risk management systems in relation to the financial reporting
process is included in the statement with respect to Section 404
Sarbanes-Oxley Act on page 74, which is deemed to be
incorporated by reference here.
CHANGE OF CONTROL PROVISIONS
LEGAL PROVISIONS
Pursuant to the terms of the Dutch Financial Supervision Act a
declaration of no objection from the Dutch Minister of Finance
must be obtained by anyone wishing to obtain or hold a
participating interest of at least 10% in ING Group and to exercise
control attached to such a participating interest. Similarly, on the
basis of indirect change of control statutes in the various
jurisdictions where subsidiaries of ING Group are operating,
permission from or notification to local regulatory authorities
may be required for the acquisition of a substantial interest in
ING Group.
ING Group Annual Report 2009 67