ING Direct 2013 Annual Report Download - page 62

discussed the variable remuneration pool and reviewed the
performance assessment and variable remuneration proposal
forthe Executive Board and Management Boards.
The proposed hurdles for the 2013 capital test were discussed.
Theremuneration proposals for Identified Staff were reviewed in
February and March, including potential cases for holdback of
deferred compensation by way of malus. In February and April the
remuneration package for the future CEO was discussed.
In February, March and April the remuneration policy for ING U.S.
was discussed and supported in light of the post IPO situation and
taking into account the CRD III remuneration regulation. In August
an adjusted governance mandate for the Remuneration Committee
was positively advised. The regulatory developments, including the
proposed legislation regarding a 20% bonus constraint in the
Netherlands and the possible implications for ING were discussed
several times as well. The annual review of the remuneration
frameworks for ING Bank, NN Group, ING Group and ING U.S.
took place as well as the annual risk analyses of the remuneration
policy. The Identified staff selection criteria and the list of
Identifiedstaff for ING Bank, ING Group and ING U.S. were
reviewed and approved.
Corporate Governance Committee meetings
The Corporate Governance Committee met twice in 2013. In
February the Corporate Governance Committee discussed the
agenda for the 2013 annual General Meeting, including the
publication on the application of the Dutch Banking Code by ING
Bank N.V and the implementation of the Dutch Insurers’ Code by
NN Group N.V. The Committee also discussed the legal
restructuring of NN Group and the annual review of the charters of
the Supervisory Board and the Executive Board. In November the
Committee advised on various recommendations regarding the
2014 annual General Meeting.
Insurance Europe Committee
The Supervisory Board decided to set up an additional Insurance
Europe Committee to advise and assist the Supervisory Board on
the preparation of the proposed IPO of NN Group. Jan Holsboer
and Yvonne van Rooy became respectively chairman and member
of this committee. For their coordination and experience as
chairmen of the Audit and Risk Committees respectively, Joost
Kuiper and Robert Reibestein became members of the Insurance
Europe Committee on a temporary basis. The committee met
formally on a monthly basis from November, as well as many
individual meetings.
COMPOSITION OF THE EXECUTIVE AND THE
MANAGEMENTBOARDS
At the General Meeting of Shareholders in May, Ralph Hamers
became a member of the Executive Board, Management Board
Banking and Management Board NN Group (formerly called
INGInsurance Topholding N.V.) and Management Board ING
Verzekeringen N.V. as per AGM of 13 May 2013 and CEO of ING
Bank, NN Group, ING Group and ING Verzekeringen N.V. as per
1October 2013. Jan Hommen remained as CEO until 1 October
2013. Patrick Flynn was appointed as a member of the Executive
Board for a consecutive period of four years. On 1 October 2013,
Ralph Hamers succeeded Jan Hommen as CEO.
the Audit Committee met with the internal and external auditors
toconfirm that all relevant topics were discussed in the Audit
Committee meeting.
Risk Committee meetings
The Risk Committee met four times in 2013 with no absentees. At
each Risk Committee meeting the financial risk and the non-
financial risk reports for banking and insurance were discussed in
detail. In May the Risk Committee discussed the ING Bank Recovery
Report and was updated on the draft resolution plan for banking.
An outline of the NN Group Recovery Plan was provided. In May
and September the IT issues (DDoS attacks) and issues with the
payment infrastructure were discussed in detail. Various stress test
scenarios for ING Bank as well as NN Group were discussed in
August and a presentation on the risk costs of the business lending
portfolio was given followed by a presentation on the smaller
accounts and the SME segment in November. The annual risk
appetite statements for Bank and NN Group were supported. In
November a risk management function review for the Bank and for
NN Group was presented to the Risk Committee. During the year
the Risk Committee closely monitored the progress of various
projects regarding control risk within NN Group. As part of the
2013 permanent education programme, the Risk Committee was
informed in depth on new risks in the financial sector. Each
meeting ended with a general discussion on possible future risks.
Nomination Committee meetings
The Nomination Committee met six times in 2013 with no
absentees, to discuss succession matters for the Executive Board,
specifically the CEO succession and the Management Boards.
Aspecific committee for the CEO succession reported to the
Nomination Committee and the Supervisory Board in January and
February 2013. The Nomination Committee advised to nominate
Ralph Hamers as a member of the Executive Board, Management
Board Banking and Management Board NN Group as per the AGM
of 13 May 2013 and CEO of ING Bank, NN Group and ING Group
as per 1 October 2013.
The Nomination Committee also advised on the re-appointment of
various Supervisory Board members, the nomination of three
Supervisory Board candidates as well as on the future composition
of the Supervisory Board including a future independent
Supervisory Board for NN Group. The Nomination Committee
requested an executive search firm to search for possible NN Group
Supervisory Board candidates with financial expertise, preferably in
the field of insurance, while also aiming to meet the ambition to
have at least 30% female Supervisory Board members. Several
candidates were interviewed by members of the Nomination
Committee and the Supervisory Board. The Nomination Committee
advised the Supervisory Board on the nomination of external
candidates for the future Supervisory Board for NN Group.
Remuneration Committee meetings
In 2013, the Remuneration Committee met seven times with one
absentee at one meeting. Throughout the year the Remuneration
Committee approved Identified Staff related remuneration matters,
based upon the governance framework. The functioning of the
Executive Board and the Management Boards was discussed
regularly. The proposed 2013 performance objectives for the Board
were reviewed and positively advised in January.
In February, the Remuneration Committee approved the thresholds
over which the pool for variable remuneration becomes available. It
60 ING Group Annual Report 2013
Report of the Supervisory Board continued