ING Direct 2011 Annual Report Download - page 72

the Remuneration report on pages 86 and 87. Members of the
Supervisory Board are permitted to hold shares and depositary
receipts for shares in the share capital of ING Group for long-term
investment purposes. Details are given on page 87. Transactions by
members of the Supervisory Board in these shares and these
depositary receipts for shares are subject to the ING regulations for
insiders. These regulations are available on the website of ING
Group (www.ing.com).
INFORMATION ON MEMBERS OF THE SUPERVISORY BOARD
JEROEN VAN DER VEER (CHAIRMAN)
(Born 1947, Dutch nationality, male; appointed in 2009, term
expires in 2013)
Former chief executive officer of Royal Dutch Shell plc.
Other business activities: non-executive director of Royal Dutch
Shell plc and chairman of the Supervisory Board of Koninklijke
Philips Electronics N.V. (listed companies). Member of the
Supervisory Board of Het Concertgebouw N.V. Chairman of
Platform Bètatechniek. Chairman of the Supervisory Council of
Nederlands Openluchtmuseum. Member of the Board of Nationale
Toneel (theatre).
PETER A.F.W. ELVERDING (VICE-CHAIRMAN)
(Born 1948, Dutch nationality, male; appointed in 2007, term
expires in 2015)
Former chairman of the Managing Board of Directors of Koninklijke
DSM N.V. Former vice-chairman of the Supervisory Board of De
Nederlandsche Bank N.V. (Dutch central bank).
Other business activities: chairman of the Supervisory Board of Océ
N.V. and chairman of the Supervisory Board of Koninklijke BAM
Groep N.V. (listed companies). Vice-chairman of the Supervisory
Board of SHV Holdings N.V. Chairman of the Supervisory Board of
Q-Park N.V. Member of the Supervisory Board of Koninklijke
FrieslandCampina N.V. Member of the Board of Stichting Instituut
GAK.
J.P. (TINEKE) BAHLMANN
(Born 1950, Dutch nationality, female; appointed in 2009, term
expires in 2013)
Professor in Business Administration, University of Utrecht.
Chairman of the Dutch Media Authority.
Other business activities: vice-chairman of the Supervisory Board of
N.V. Nederlandsche Apparatenfabriek ‘Nedap’ (listed company).
Member of the Board of Maatschappelijk Verantwoord
Ondernemen Nederland (CSR). Chairman of Stichting Max Havelaar.
Member of the Board of De Baak Management Centre VNO-NCW.
Member of the Board of Toneelgroep Amsterdam (theatre).
HENK W. BREUKINK
(Born 1950, Dutch nationality, male; appointed in 2007, term
expires in 2015)
Former managing director of F&C and country head for F&C
Netherlands (asset management firm).
Other business activities: member of the Supervisory Board of NSI
N.V. (real estate fund) and non-executive director of F&C Sapphire
hedge fund, Ireland (listed companies). Non-executive director of
Brink Groep BV. Non-executive chairman of Heembouw Holding
B.V. Chairman of the Supervisory Board of Omring (health care
institution). Member of the Supervisory Board of HaagWonen
(housing corporation). Chairman of the Supervisory Board of
Inholland University.
The Audit Committee assists the Supervisory Board in monitoring
the integrity of the financial statements of ING Group, ING
Verzekeringen N.V. and ING Bank N.V., in monitoring the
compliance with legal and regulatory requirements and in
monitoring the independence and performance of ING’s internal
and external auditors. On 31 December 2011, the members of the
Audit Committee were: Joost Kuiper (chairman), Tineke Bahlmann,
Henk Breukink, Aman Mehta and Luc Vandewalle.
The Supervisory Board has determined that Sjoerd van Keulen,
Joost Kuiper and Aman Mehta are financial experts as referred to in
the Corporate Governance Code. Joost Kuiper and Aman Mehta
were appointed to the Audit Committee per 9 May 2011 and
14 February 2011, respectively. Sjoerd van Keulen was appointed to
the Risk Committee per 9 May 2011.
Sjoerd van Keulen and Joost Kuiper are considered by the
Supervisory Board as financial experts due to their broad
experience in the banking and insurance business and the Dutch
financial sector while Aman Mehta has gathered his experience by
serving as chief executive officer of Hong Kong & Shanghai Banking
Corporation (HSBC) in Hong Kong.
The Risk Committee assists and advises the Supervisory Board in
monitoring the risk profile of ING as a whole as well as the
structure and operation of the internal risk management and
control systems. On 31 December 2011, the members of the Risk
Committee were: Piet Klaver (chairman), Tineke Bahlmann, Sjoerd
van Keulen, Joost Kuiper, Luc Vandewalle and Jeroen van der Veer.
The Remuneration Committee advises the Supervisory Board,
among other things, on the terms and conditions of employment
(including remuneration) of the members of the Executive Board
and on the policies and general principles on which the terms and
conditions of employment of the members of the Executive Board
and of senior managers of ING and its subsidiaries are based. On
31 December 2011, the members of the Remuneration Committee
were: Peter Elverding (chairman), Sjoerd van Keulen, Piet Klaver,
Jeroen van der Veer and Lodewijk de Waal.
The Nomination Committee advises the Supervisory Board, among
other things, on the composition of the Supervisory Board and
Executive Board. On 31 December 2011, the members of the
Nomination Committee were: Jeroen van der Veer (chairman), Peter
Elverding, Sjoerd van Keulen, Piet Klaver and Lodewijk de Waal.
The Corporate Governance Committee assists the Supervisory
Board in monitoring and evaluating the corporate governance of
ING as a whole and the reporting thereon in the Annual Report
and to the General Meeting and advises the Supervisory Board on
improvements. On 31 December 2011, the members of the
Corporate Governance Committee were: Henk Breukink (chairman),
Aman Mehta, Jeroen van der Veer and Lodewijk de Waal.
The current composition of the Supervisory Board Committees can
be found on the Company’s website (www.ing.com), which is
updated on a regular basis.
REMUNERATION AND SHARE OWNERSHIP
The remuneration of the members of the Supervisory Board is
determined by the General Meeting and is not dependent on the
results of ING Group. Details of the remuneration are provided in
70 ING Group Annual Report 2011
Corporate governance continued