ING Direct 2011 Annual Report Download - page 67

1 Who we are 2 Report of the Executive Board 3 Corporate governance 4 Consolidated annual accounts 5 Parent company annual accounts 6 Other information 7 Additional information
DIALOGUE WITH SHAREHOLDERS AND HOLDERS OF
DEPOSITARY RECEIPTS
In 2011, shareholders and holders of depositary receipts were
allowed to ask questions about items on the agenda for the annual
General Meeting and they will similarly be allowed to do so in 2012.
Shareholders and holders of depositary receipts can visit the
website of ING Group (www.ing.com) to submit their questions.
RECORD DATE
Pursuant to Dutch law, the record date for attending a general
meeting and voting on the proposals in that general meeting is the
twenty-eighth day before the day of the general meeting.
Shareholders and holders of depositary receipts who hold shares
and/or depositary receipts for shares at the record date are entitled
to attend the general meeting and to exercise other rights related
to the general meeting in question on the basis of their holding at
the record date, notwithstanding a subsequent sale or purchase of
shares or depositary receipts for shares. The record date is
published in the notice for the general meeting. In accordance with
US requirements, the depositary sets a record date for the
American Depositary Shares (‘ADSs’), which date determines which
ADSs are entitled to give voting instructions. This record date can
differ from the record date set by ING Group for shareholders and
holders of depositary receipts.
ATTENDING GENERAL MEETINGS
For logistical reasons, attendance at a general meeting by
shareholders and holders of depositary receipts, either in person or
by proxy, is subject to the requirement that ING Group is notified in
advance. Instructions to that effect are included in the notice for
the general meeting.
General meetings are webcasted via the Company’s website
(www.ing.com), so that shareholders and holders of depositary
receipts who do not attend the general meeting in person, may
nevertheless follow the course of affairs in the meeting by internet
webcast.
VOTING RIGHTS ON SHARES
Each share entitles the holder to cast one vote at the general
meeting. The Articles of Association do not restrict the voting rights
on any class of shares. ING Group is not aware of any agreement
pursuant to which voting rights on any class of its shares are
restricted.
VOTING ON THE ORDINARY SHARES BY HOLDERS OF
DEPOSITARY RECEIPTS AS PROXY OF ING TRUST OFFICE
Although the depositary receipts for shares do not formally carry
any voting rights, holders of depositary receipts, in practice, rank
equally with shareholders with regard to voting. ING Trust Office
will, subject to certain restrictions, grant a proxy to a holder of
depositary receipts allowing such holder, in the name of ING Trust
Office, to exercise the voting rights attached to the number of
ordinary shares that corresponds to the number of depositary
receipts held by such holder of depositary receipts. On the basis of
such a proxy, the holder of depositary receipts may vote such
shares according to his or her own discretion.
ING Group presented at seven industry conferences throughout the
course of the year. In total, there were 364 meetings (including
conference calls) with institutional investors and/or analysts.
Combined, conference presentations and face-to-face meetings
with investors and/or analysts took place in 32 different cities across
the globe. In 2011, ING Group did not host any Investor Days.
The geographical distribution of ING Group’s investor base is
diverse – an estimated 48% of shares outstanding are held in the
US, 30% in the Benelux, 18% in the UK, 1% in Switzerland and
3% in the rest of the world. Please refer to the ‘ING share’ chapter
for more details.
GENERAL MEETING
FREQUENCY, NOTICE AND AGENDA OF GENERAL MEETINGS
General meetings are normally held each year in April or May, to
discuss the course of business in the preceding financial year on the
basis of the reports prepared by the Executive Board and the
Supervisory Board, and to decide on the distribution of dividends or
other distributions, the appointment and/or reappointment of
members of the Executive Board and the Supervisory Board (if any),
other items requiring shareholder approval under Dutch law, and
any other matters proposed by the Supervisory Board, the Executive
Board or shareholders or holders of depositary receipts in
accordance with the Articles of Association.
Meetings are convened by public notice via the website of ING
Group (www.ing.com) no later than on the forty-second day before
the day of the general meeting. As of the date of convening a
general meeting, all information relevant for shareholders and
holders of depositary receipts is made available to them on this
website and at the ING Group head office.
This information includes the notice for the general meeting, the
agenda, the place and time of the meeting, the address of the
website of ING Group, the verbatim text of the proposals with an
explanation and instructions on how to participate in the meeting
(either in person or by proxy), as well as the reports of the Executive
Board and the Supervisory Board. More complex proposals such as
amendments to the Articles of Association are normally not
included in the notice but are made available separately on the
website of ING Group and at the ING Group head office.
PROPOSALS BY SHAREHOLDERS AND HOLDERS OF
DEPOSITARY RECEIPTS
Proposals to include items on the agenda for a general meeting
that have been adequately substantiated under applicable Dutch
law can be made by shareholders and holders of depositary
receipts representing a joint total of at least 0.1% of the share
capital or representing together, on the basis of the stock prices on
Euronext Amsterdam by NYSE Euronext, a share value of at least
EUR 50 million. Given the periods of notice required for proxy
voting, proposals have to be submitted in writing at least 60 days
before the date of the meeting. Properly submitted proposals will
be included on the agenda for the general meeting.
65ING Group Annual Report 2011
Corporate governance continued