ING Direct 2011 Annual Report Download - page 76

receipts could use a chance majority of votes to the disadvantage
ofthe shareholders and holders of depositary receipts present nor
represented at a general meeting of ING Group.
MEETING OF HOLDERS OF DEPOSITARY RECEIPTS
According to the Trust Conditions, ING Trust Office may consult
holders of depositary receipts in a separate meeting if and when
it considers this necessary or desirable. In addition, one or more
holders of depositary receipts who jointly hold at least 10% of the
total number of depositary receipts issued by ING Trust Office,
may request the Board in writing, setting out the matters to be
considered in detail, to convene a meeting of holders of
depositary receipts.
The Board convened a meeting of holders of depositary receipts,
which was held on 23 November 2011. 0.05% of the total number
of depositary receipts issued was present or represented during this
meeting. During the meeting a report was made on the activities of
ING Trust Office. In addition, the Board answered various questions
of holders of depositary receipts attending the meeting. The
minutes of the aforementioned meeting are published on the
website of ING Trust Office (www.ingtrustoffice.com).
DEPOSITARY-RECEIPTS STRUCTURE
During the years 2008-2011, participation of shareholders,
excluding ING Trust Office, and holders of depositary receipts in
annual general meetings of ING Group continually increased from
38.7% to 47.1%. Only the extraordinary General Meeting of
25 November 2009 deviates from this trend with a markedly
lower turnout of 31.1%.
In 2010, ING evaluated the position of ING Trust Office and the
depositary-receipts structure, and concluded that it would be
premature to change or abolish the 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 and the completion of the
divestments approved in the extraordinary General Meeting in
2009, the outcome of which was discussed in the annual General
Meeting of 27 April 2010.
OUTSTANDING DEPOSITARY RECEIPTS
On 31 December 2011, the nominal value of administered ordinary
shares amounted to EUR 919,266,828.96 for which 3,830,278.454
depositary receipts were issued, each with a nominal value of EUR
0.24. During the reporting year, the net number of depositary
receipts increased with 51,427.
The increase came about as follows:
add:
conversion of shares into depositary receipts 58,927
less:
conversion of depositary receipts into shares 7,500
COMPOSITION AND REMUNERATION BOARD
The members of the Board are appointed by the Board itself for a
maximum term of four years and may be reappointed two times.
Holders of depositary receipts may make recommendations to the
Board on persons to be appointed as members of the Board. The
Board informs them for such purpose and in good time when, for
what reason and according to which profile a vacancy must be
filled and in which manner a recommendation should take place.
MEETINGS WITH ING GROUP
During the 2011 reporting year, the Board had four meetings with
the chairmen of the Executive Board and the Supervisory Board of
ING Group.
In these meetings, among other things, the following topics were
discussed:
- The activities and performance of ING Group in 2010 on the
basis of the press release of 16 February 2011 and the 2010
figures, the activities and performance of ING Group over the
first six months of 2011 on the basis of the press release of
4August 2011 and the activities and performance of ING Group
over the first nine months of 2011 on the basis of the press
release of 3 November 2011.
- The appeal with the General Court of the European Union
against specific elements of the European Commission’s
decision regarding ING’s restructuring plan.
- Several items on the agenda of the AGM.
- The progress in the restructuring of ING Group.
ANNUAL GENERAL MEETING ING GROUP, VOTES CAST AND
VOTING BEHAVIOUR
ING Trust Office attended the AGM and during this meeting ING
Trust Office asked the Executive Board and the Supervisory Board
of ING Group various questions, answered questions of
shareholders and holders of depositary receipts and made a
statement on how it proposed to vote, where desired.
ING Trust Office granted proxies to holders of depositary receipts
who attended the AGM in person or who were represented by a
third party, to vote at their own discretion on such a number of
shares equal to the number of depositary receipts held by the
relevant holder of depositary receipts on the record date, with due
observance of the Articles of Association and the Trust Conditions.
Holders of depositary receipts who did not attend the AGM in
person or who were not represented by a third party, were entitled
to give binding voting instructions to ING Trust Office for a number
of shares equal to the number of depositary receipts held by the
relevant holder of depositary receipts on the record date. During
the AGM, ING Trust Office voted on these shares in accordance
with the voting instructions given. A more detailed overview of
these voting results can be found on de website of ING Group
(www.ing.com).
In accordance with the Articles of Association and the Trust
Conditions, ING Trust Office voted at its own discretion on the
shares for which it did not issue voting proxies and did not receive
voting instructions, representing 52.9% of the total votes that
might be cast at the AGM. In voting such shares, ING Trust Office
was guided primarily by the interests of all holders of depositary
receipts, taking into account the interests of ING Group and its
affiliated enterprise. As a result, ING Trust Office voted on these
shares in favour of all voting items on the agenda of the AGM.
ING Trust Office promotes the solicitation of proxies of shareholders
of ING Group other than ING Trust Office itself and of specific
proxies or voting instructions of holders of depositary receipts. ING
Trust Office encourages the greatest possible participation of
shareholders and holders of depositary receipts and promotes the
execution of voting rights in a transparent way. At the same time it
prevents that a minority of shareholders and holders of depositary
74 ING Group Annual Report 2011
Report of ING Trust Office continued