ING Direct 2011 Annual Report Download - page 66

General Meeting, ING Group communicates with its shareholders
and the investment community through earnings announcements,
presentations, and meetings with analysts or investors.
ING Group publishes a comprehensive quarterly disclosure package
which includes extensive and detailed financial figures with relevant
explanatory remarks. This information is discussed thoroughly
during press and analyst and investor conference calls on the day
ofthe earnings release, which are broadly accessible to interested
parties. The publication dates of quarterly earnings releases are
announced in advance on ING Group’s corporate website
(www.ing.com).
ING Group participates in several industry conferences and
generally hosts one or two Investor Relations Days each year. These
events are announced in advance on the company website, and
presentation materials are made available in real time on the
website. This is in accordance with the requirement to ensure that
all shareholders and other market participants may have equal and
simultaneous access to information that could potentially influence
the price of the company’s securities. ING Group’s Investor
Relations Days can be accessed by means of live webcasts or
telephone conferencing. All Investor Relations Days and conferences
in which ING Group participates do not take place shortly before
the publication of quarterly financial information.
ING Group strives to maintain an open and constructive dialogue
with current and potential investors, and with industry analysts.
Thescope of such bilateral communication may range from single
investor queries via e-mail, to more elaborate discussions with
analysts or institutional investors that take place via telephone or
face-to-face. These meetings are not announced in advance, nor
can they be followed by webcast or any other means. ING Group’s
Investor Relations department is the main point of contact for these
communications. However, Executive Board members also
participate in investor meetings. Information provided during such
occasions is always limited to that which is already in the public
domain, and any bilateral contacts do not take place shortly before
publication of the regular quarterly results releases. If bilateral
communication between ING Group and investors is organised
and/or facilitated through a broker, an analyst or specialist
salesperson representing the broker may be present in the meeting.
ING Group does not provide brokers with any form of
compensation pertaining to such meeting organisation and/or
facilitation services.
In the event that non-public price sensitive information is
inadvertently disclosed during any bilateral contacts, ING Group
willpublicly announce such information as soon as possible.
ING Group may decide not to accommodate or accept any request
or invitation for entering into a dialogue with (potential) investors,
or to accommodate or accept such request or invitation under
certain conditions.
ING Group is actively covered by approximately 25 analysts who
frequently issue reports on the company. A list of these analysts
can be found within the Investor Relations section of the company
website. During 2011, ING Group did not provide any form of
compensation to parties that are directly or indirectly involved with
the production or publication of analysts’ reports, with the
exception of credit-rating agencies.
shares is subject to prior approval of the Executive Board. The
Articles of Association and the trust conditions for registered shares
in the share capital of ING Group (‘Trust Conditions’) do not restrict
the transfer of depositary receipts for shares. ING Group is not
aware of the existence of any agreement pursuant to which the
transfer of ordinary shares or depositary receipts for such shares
isrestricted.
REPURCHASE OF SHARES
ING Group may repurchase outstanding shares and depositary
receipts for such shares. Although the power to repurchase shares
and depositary receipts for shares is vested in the Executive Board
subject to the approval of the Supervisory Board, prior
authorisation from the General Meeting is required for these
repurchases. Under Dutch law, this authorisation lapses after 18
months. Each year, the General Meeting is asked to approve the
Executive Board’s authority to repurchase shares.
When repurchasing shares, the Executive Board is to observe the
price ranges prescribed in the authorisation. For the ordinary shares
and depositary receipts for such shares, the authorisation currently
in force stipulates a minimum price of one eurocent and a maximum
price equal to the highest stock price on Euronext Amsterdam by
NYSE Euronext on the date on which the purchase agreement is
concluded or on the preceding day of stock market trading.
SPECIAL RIGHTS OF CONTROL
No special rights of control referred to in Article 10 of the EU
Directive on takeover bids are attached to any share.
SHAREHOLDERS’ STRUCTURE
Pursuant to the Dutch Financial Supervision Act (Wet op het
financieel toezicht), any person who, directly or indirectly, acquires
or disposes of an interest in the voting rights and/or the capital of
ING Group as a result of which acquisition or disposal the
percentage of his voting rights or capital interest, whether through
ownership of shares, depositary receipts, American depositary
shares, options or warrants, reaches, exceeds or falls below 5%,
10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% or 95%, is
required to notify in writing the Dutch Authority for the Financial
Markets (Autoriteit Financiële Markten) immediately after the
acquisition or disposal of the triggering interest in ING Group’s
share capital.
Details of investors, if any, who have reported their interest in ING
Group pursuant to the Dutch Financial Supervision Act (or the
predecessor of this legislation) are shown on page 10. ING Group is
not aware of shareholders, potential shareholders or investors with
an interest of 5% or more in ING Group other than the ING Trust
Office and the ING Continuity Foundation.
INVESTOR RELATIONS AND BILATERAL CONTACTS
WITHINVESTORS
ING Group encourages and recognises the importance of bilateral
communication with the investment community. Communications
with current and potential shareholders, depositary receipt holders,
bondholders, and industry analysts is actively managed by the
Investor Relations department.
ING Group strives to provide clear, accurate and timely financial
information that is in strict compliance with the applicable rules and
regulations, in particular those concerning selective disclosure, price
sensitive information and equal treatment. In addition to the annual
64 ING Group Annual Report 2011
Corporate governance continued