ING Direct 2013 Annual Report Download - page 63

ANNUAL ACCOUNTS AND DIVIDEND
The Executive Board has prepared the Annual Accounts and
discussed these with the Supervisory Board. The Annual Accounts
will be submitted for adoption at the 2014 annual General Meeting
as part of the Annual Report. ING will not propose to pay a
dividend over 2013 at the 2014 annual General Meeting.
APPRECIATION FOR THE EXECUTIVE BOARD AND
ING EMPLOYEES
The Supervisory Board would like to express its gratitude to the
members of the Executive Board and the Management Boards for
their work in 2013. During 2013, decisive steps were once more
taken in executing the European Commission restructuring
agreement. The Supervisory Board would also like to thank all
employees of ING who continue to serve the interests of customers,
shareholders and other stakeholders of ING and have shown
continued commitment in the past year.
ADDITIONAL INFORMATION
For more information, see the section on Corporate governance
(pages 62-73) and the Remuneration report (pages 81-87), which
are deemed to be incorporated by reference here.
AMSTERDAM, 17 MARCH 2014
THE SUPERVISORY BOARD
COMPOSITION OF THE SUPERVISORY BOARD
Jeroen van der Veer was reappointed to the Supervisory Board for
aconsecutive period of four years. Tineke Bahlmann, the state-
nominated Supervisory Board member, was reappointed to the
Supervisory Board for a consecutive period of four years,
concluding after the annual General Meeting in 2017.
Isabel Martín Castellá, Carin Gorter and Hermann-Josef Lamberti
were appointed to the Supervisory Board on 13 May 2013 by the
annual General Meeting. Following the annual General Meeting,
Carin Gorter and Isabel Martín Castellá joined the Audit
Committee. Carin Gorter also joined the Corporate Governance
Committee.
Hermann-Josef Lamberti joined the Risk Committee. Henk Breukink
and Yvonne van Rooy stepped down from the Audit Committee
and joined the Remuneration and the Nomination committees.
Please see page 9 for the composition of the Supervisory Board
Committees at year-end 2013.
As a result of the unwinding of the IABF agreement, the
governance restrictions as part of the IABF agreement will no
longer be applicable, including the right of the Dutch State to
nominate two members for appointment to the Supervisory Board
and the special approval rights of the state-nominees regarding
certain decisions of the Supervisory Board.
The Nomination Committee and the Supervisory Board will
continue to strive for an adequate and balanced composition of the
Supervisory Board when selecting and nominating new members
for appointment.
Currently, only one Supervisory Board member, Luc Vandewalle
qualifies as “non-independent” as defined in best practice
provision III.2.2 of the Dutch Corporate Governance Code.
LucVandewalle is considered to be not independent because of
hisprevious position at ING Bank Belgium.
61ING Group Annual Report 2013
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