ING Direct 2009 Annual Report Download - page 72

Report of ING Trust Office (continued)
and made a statement on how it proposed to vote, where desired.
ING Trust Office granted proxies to holders of depositary receipts
who attended the AGM and/or the EGM in person or who were
represented by a third party, to vote at their own discretion on a
number of shares equal to the number of depositary receipts held
by the relevant holder of depositary receipts on the record date,
with due observance of the Articles of Association and the Trust
Conditions for registered shares in the share capital of ING Group
(the ‘Trust Conditions’).
Holders of depositary receipts who did not attend the AGM and/or
the EGM in person or who were not represented by a third party,
were entitled to give binding voting instructions to ING Trust
Office for a number of shares equal to the number of depositary
receipts held by the relevant holder of depositary receipts on the
record date.
In accordance with the Articles of Association and the Trust
Conditions, ING Trust Office voted at its own discretion on the
shares for which it did not issue voting proxies and did not receive
voting instructions, representing 64.4% and 68.9% of the total
votes that might be cast at the AGM and the EGM respectively.
In voting such shares, ING Trust Office primarily promoted the
interests of all holders of depositary receipts, while having regard
for 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.
ING Trust Office organises the solicitation of proxies of shareholders
of ING Group other than ING Trust Office itself and of specific
proxies or voting instructions of holders of depositary receipts.
ING Trust Office encourages the greatest possible participation of
shareholders and holders of depositary receipts and promotes the
execution of voting rights in a transparent way. At the same time it
prevents that a minority of shareholders and holders of depositary
receipts could use a chance majority of votes to the disadvantage of
the shareholders and holders of depositary receipts present nor
represented at a general meeting of ING Group.
ING Trust Office indicated earlier that abolishing depositary receipts
would be considered when the turnout at the general meeting of
ING Group reached a level of at least 35% of the votes that may be
cast on ordinary shares for three consecutive years. The threshold
of 35% was exceeded at the annual General Meeting in 2007
(36.7%), 2008 (38.7%) and 2009 (35.6%). At the EGM, the level
was 31.1%.
At the AGM, ING Group announced that it 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. At the AGM, ING Trust
Office indicated that it understands these considerations of ING
Group. ING Trust Office asked ING Group to state its position in
respect of ING Trust Office and depositary receipts again before
the annual General Meeting of ING Group in 2010.
Before this meeting the Board discussed with the chairman of the
Executive Board and the chairman of the Supervisory Board of
ING Group the activities and performance of ING Group over
2008 on the basis of the press release of 18 February 2009 and
the 2008 figures.
On 27 April 2009, the Board convened before the AGM to discuss
the proxy voting results and to decide on the initial position of the
Board vis-à-vis the items on the agenda of the AGM.
On 12 May 2009, the Board met, among other things, to evaluate
the AGM.
On 30 September 2009, the Board held a meeting to discuss,
among other things, the position of ING Trust Office in general
and developments in respect of the Class Litigation.
On 26 October 2009, the Board met to discuss the agreement in
principle between ING Group and the European Commission, the
restructuring plan of ING Group (the ‘Restructuring Plan’) and the
rights issue of ING Group (the ‘Rights Issue’), as presented by ING
Group on that same date. The general counsel of ING Group was
invited to the meeting to give an explanation of these subjects and
to answer various questions of the Board. During this same
meeting, without the presence of the general counsel, the Board
also prepared for the extraordinary General Meeting of ING Group
on 25 November 2009 (the ‘EGM’).
On 16 November 2009, the Board held a meeting to prepare for
the EGM. During the same meeting the Board also discussed,
among other things, an amendment of the Articles of Association,
which amendment came into effect on 19 November 2009 and as
a result of which the age limit for members of the Board was
deleted and the Articles of Association were aligned with an
amended to the Euronext Rulebook, Book II.
After this meeting, the Board met with the chairman of the
Executive Board and the chairman of the Supervisory Board of ING
Group to obtain further clarification on the Restructuring Plan and
the Rights Issue.
On 25 November 2009, the Board convened before the EGM to
discuss the proxy voting results and to decide on the initial position
of the Board vis-à-vis the items on the agenda of the EGM.
In addition, the Board had a meeting with the chairman of the
Executive Board and the chairman of the Supervisory Board of
ING Group on 2 December 2009 to discuss the activities and
performance of ING Group over the first nine months of 2009
on the basis of the press releases of 26 October 2009 and
11 November 2009.
Furthermore, the Board met with the chairman of the Executive
Board and the chairman of the Supervisory Board of ING Group on
7 December 2009 to discuss the position of ING Trust Office in
general.
ING Trust Office attended the AGM and the EGM. During those
meetings ING Trust Office asked the Executive Board and the
Supervisory Board of ING Group various questions, answered
questions of shareholders and holders of depositary receipts
1.3 Our governance
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