ING Direct 2011 Annual Report Download - page 71

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
is based on a marriage that exists no longer, to allow for situations
where there is no material family relation.
In case of a conflict of interest, the relevant member of the
Supervisory Board, as the Corporate Governance Code
recommends, abstains from discussions and decision-making on
the topic or the transaction in relation to which he or she has a
conflict of interest with ING Group.
TRANSACTIONS INVOLVING ACTUAL OR POTENTIAL
CONFLICTS OF INTEREST
In accordance with the Corporate Governance Code, transactions
with members of the Supervisory Board in which there are
significant conflicting interests will be disclosed in the Annual
Report. In deviation of the Corporate Governance Code however,
this does not apply if (i) disclosure would be against the law; (ii) the
confidential, share-price sensitive or competition-sensitive character
of the transaction prevents disclosure; and/or (iii) the information is
so competition-sensitive that disclosure could damage the
competitive position of ING Group.
Significant conflicting interests are considered to be absent in case
of a relationship that a member of the Supervisory Board may have
with ING Group subsidiaries as an ordinary, private individual, with
the exception of any loans that may have been granted (for an
overview of loans granted to members of the Supervisory Board
see page 87).
INDEPENDENCE
Annually, the members of the Supervisory Board are requested to
assess whether the criteria of dependence set out in the Corporate
Governance Code do not apply to them and to confirm this in
writing. On the basis of these criteria, all members of the
Supervisory Board, with the exception of Luc Vandewalle, are to be
regarded as independent on 31 December 2011. Luc Vandewalle is
not to be regarded as independent because of his former position
at ING Belgium. Members of the Supervisory Board to whom the
independence criteria of the Corporate Governance Code do not
apply, and members of the Supervisory Board to whom the criteria
do apply but who can explain why this does not undermine their
independence, are deemed to be independent.
COMPANY SECRETARY
ING Group’s company secretary is Jan-Willem Vink, general counsel
of ING Group.
COMMITTEES OF THE SUPERVISORY BOARD
On 31 December 2011, the Supervisory Board had five standing
committees: the Audit Committee, the Risk Committee, the
Remuneration Committee, the Nomination Committee and the
Corporate Governance Committee.
The organisation, powers and conduct of the Supervisory Board are
detailed in the Supervisory Board Charter. Separate charters have
been drawn up for the Audit Committee, the Risk Committee, the
Remuneration Committee, the Nomination Committee and the
Corporate Governance Committee. These charters are available on
the website of ING Group (www.ing.com). A short description of
the duties for the five Committees follows below.
PROFILE OF MEMBERS OF THE SUPERVISORY BOARD
The Supervisory Board has drawn up a profile to be used as a basis
for its composition. It is available on the website of ING Group
(www.ing.com) and at the ING Group head office.
In view of their experience and the valuable contribution that
former members of the Executive Board can make to the
Supervisory Board, it has been decided, taking into account the size
of the Supervisory Board and ING’s wide range of activities that
such individuals may become members of the Supervisory Board of
ING Group. There is, however, a restriction in that only one in every
five other members of the Supervisory Board may be a former
member of the Executive Board. In addition, this member must wait
at least one year after resigning from the Executive Board before
becoming eligible for appointment to the Supervisory Board.
Former members of the Executive Board are not eligible for
appointment to the position of chairman or vice-chairman of the
Supervisory Board.
After being appointed to the Supervisory Board, a former member
of the Executive Board may also be appointed to one of the
Supervisory Board’s committees. However, appointment to the
position of chairman of a committee is only possible if the individual
in question resigned from the Executive Board at least four years
prior to such appointment.
TERM OF APPOINTMENT OF MEMBERS OF THE
SUPERVISORY BOARD
A member of the Supervisory Board retires no later than at the end
of the first general meeting held four years after his or her last
appointment or reappointment. In accordance with the Corporate
Governance Code, members of the Supervisory Board may as a
general rule be reappointed for two additional four-year terms.
Under special circumstances however, the Supervisory Board may
deviate from this general rule, among others in order to maintain a
balanced composition of the Supervisory Board and/or to preserve
valuable expertise and experience. As a general rule, members of
the Supervisory Board shall also resign at the end of the annual
general meeting in the year in which they attain the age of 70 and
shall not be reappointed. The schedule for resignation by rotation is
available on the website of ING Group (www.ing.com).
ANCILLARY POSITIONS/CONFLICTING INTERESTS
Members of the Supervisory Board are asked to provide details on
any other directorships, paid positions and ancillary positions they
may hold. Such positions may not conflict with the interests of ING
Group. It is the responsibility of the individual member of the
Supervisory Board and the Corporate Governance Committee to
ensure that the directorship duties are performed properly and are
not affected by any other positions that the individual may hold
outside the Group.
In accordance with the Corporate Governance Code, members of
the Supervisory Board are to disclose material conflicts of interest
and potential conflicts of interest and to provide all information
relevant thereto. Thereupon the Supervisory Board – without the
member concerned taking part – decides whether a conflict of
interest exists. In special circumstances, the Supervisory Board may
deviate from this rule and decide that, notwithstanding the fact
that the matter would entail a conflict of interest according to the
Corporate Governance Code, a conflict of interest does not exist.
This concerns in particular situations in which the conflict of interest
69ING Group Annual Report 2011
Corporate governance continued