ING Direct 2011 Annual Report Download - page 64

DUTCH INSURERS’ CODE
The Insurers’ Code is applicable to the Dutch subsidiaries of ING
Insurance Eurasia N.V. pursuing insurance business and not to ING
Group, ING Verzekeringen N.V. or ING Insurance Eurasia N.V. The
Insurers’ Code can be downloaded from the website of the Dutch
Association of Insurers (www.verzekeraars.nl). However, insurance
companies that are part of a group (‘concern’) can decide to apply
all or parts of the Insurers’ Code at group level. ING Insurance
Eurasia N.V. voluntarily adheres to the corporate governance related
principles of the Insurers’ Code. ING Insurance Eurasia N.V.’s
remuneration policy for its Management Board and Senior
Management is in agreement with these principles. The remaining
principles of the Insurers’ Code are applied by the subsidiaries of
ING Insurance Eurasia N.V. The application of the Insurers’ Code
principles is described in the publication ‘Application of the Insurers’
Code by ING Insurance Eurasia’ available on the website of the
Company (www.ing.com).
DIFFERENCES BETWEEN DUTCH AND US CORPORATE
GOVERNANCE PRACTICES
In conformity with regulations from the US Securities and Exchange
Commission, ING Group as a foreign private issuer whose securities
are listed on the New York Stock Exchange (‘NYSE’) must disclose in
its Annual Report on Form 20-F any significant differences between
its corporate governance practices and those applicable to US
domestic companies under the NYSE listing standards.
ING Group believes the following to be the significant differences
between its corporate governance practices and NYSE corporate
governance rules applicable to US companies:
• ING Group has a two-tier board structure, in contrast to the
one-tier board structure used by most US companies. In the
Netherlands, a public limited liability company (naamloze
vennootschap) has an Executive Board as its management body
and a Supervisory Board which advises and supervises the
Executive Board. In general, members of the Executive Board are
employees of the company while members of the Supervisory
Board are often former state or business leaders and sometimes
former members of the Executive Board. Members of the
Executive Board and other officers and employees cannot
simultaneously be a member of the Supervisory Board. The
Supervisory Board must approve specified decisions of the
Executive Board. Under the Corporate Governance Code, all
members of the Supervisory Board with the exception of not
more than one person, should be independent. All members
ofING Group’s Supervisory Board, with the exception of Luc
Vandewalle, are independent within the meaning of the
Corporate Governance Code. The definitions of independence
under the Corporate Governance Code, however, differ in their
details from the definitions of independence under the NYSE
listing standards. In some cases the Dutch requirements are
stricter and in other cases the NYSE listing standards are the
stricter of the two. The Audit Committee, Risk Committee,
Remuneration Committee, Nomination Committee and
Corporate Governance Committee of ING Group are comprised
of members of the Supervisory Board.
• In contrast to the Sarbanes-Oxley Act of 2002, the Corporate
Governance Code contains an ‘apply-or-explain’ principle,
offering the possibility to deviate from the Corporate
Governance Code as long as any such deviations are explained.
To the extent that such deviations are approved by the General
Furthermore, in line with these arrangements a sustainable
remuneration policy for the Executive Board and Senior
Management was introduced in 2010, which contains certain
specific arrangements in relation to the remuneration of members
of the Executive Board.
For more information on the State Nominees, please refer to the
section on the Supervisory Board; for more information on ING’s
remuneration policy, please refer to the Remuneration report,
starting on page 80.
SHAREHOLDER PARTICIPATION AND POSITION OF ING
TRUST OFFICE (STICHTING ING AANDELEN)
During the years 2008–2011, participation of shareholders,
excluding the ING Trust Office, and depositary-receipt holders in
annual General Meetings consistently increased from 38.7% to
47.1%. Only the extraordinary General Meeting of 25 November
2009 showed a deviation from this trend with a markedly lower
turnout of 31.1%.
The position of the ING Trust Office and ING Group’s depositary-
receipts structure was evaluated by the Executive Board and the
Supervisory Board in 2010. On the basis of this evaluation, the
Executive Board and the Supervisory Board concluded that it would
be premature to change or abolish ING Group’s depositary-receipts
structure in 2010 and that it would be more appropriate to
reconsider this as part of a re-evaluation of ING Group’s entire
governance structure following the current restructuring of ING
Group and the completion of the divestments approved in the
2009 extraordinary General Meeting. The outcome of the
aforementioned evaluation was discussed in the 2010 annual
General Meeting.
CORPORATE GOVERNANCE CODES
COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE
For its corporate governance structure and practices, ING Group
uses the Corporate Governance Code as reference. The Corporate
Governance Code can be downloaded from the website of the
Monitoring Commission Dutch Corporate Governance Code (www.
commissiecorporategovernance.nl/Corporate_Governance_Code).
The application of the Corporate Governance Code by ING is
described in the publication ‘ING’s implementation of the Dutch
Corporate Governance Code’, dated April 2010, on the website of
the Company (www.ing.com), which is to be read in conjunction
with this section and is deemed to be incorporated into this section.
DUTCH BANKING CODE
The Banking Code is applicable to ING Bank N.V. and not to ING
Group. The Banking Code can be downloaded from the website of
the Dutch Banking Association (www.nvb.nl). The principles of the
Banking Code as a whole are considered as a reference by ING Bank
N.V. and their application is described in the publication ‘Application
of the Dutch Banking Code by ING Bank N.V.’ available on the
website of the Company (www.ing.com). ING Group voluntarily
applies the principles of the Banking Code regarding remuneration
with respect to the members of its Executive Board, and considers
these principles as a reference for its own corporate governance.
ING Group’s remuneration policy for the Executive Board and Senior
Management is in agreement with these principles.
62 ING Group Annual Report 2011
Corporate governance continued