ING Direct 2013 Annual Report Download - page 64

RECENT DEVELOPMENTS
LEGISLATIVE AND REGULATORY DEVELOPMENTS
On 1 January 2013, a law on the revision of the corporate
investigative procedure (wet in verband met de aanpassing van
hetrecht van enquête) and a law clarifying the law on
Management and Supervision (wet aanpassing regels over bestuur
en toezicht in naamloze en besloten vennootschappen) came into
force. A law on corporate governance (wijziging van de Wet op het
financieel toezicht, de Wet giraal effectenverkeer en het Burgerlijk
Wetboek naar aanleiding van het advies van de Monitoring
Commissie Corporate Governance Code van 30 mei 2007) came
into force on 1 July 2013.
A legislative proposal on revision and claw back of executive
bonuses and profit-sharing of directors and persons determining
the day-to-day policy (wetsvoorstel aanpassing en terugvordering
van bonussen en winstdelingen van bestuurders en dagelijks
beleidsbepalers) was adopted by the Upper House of the Dutch
Parliament on 10 December 2013 and came into force on
1January2014.
TRANSACTIONS WITH THE DUTCH STATE
On 12 November 2008, ING Group issued 1 billion core Tier 1
securities (“Securities”) for a total consideration of EUR 10 billion to
the Dutch State. Following the repurchase of 500 million Securities
on 21 December 2009, the repurchase of 200 million Securities on
13 May 2011, the repurchase and/or redemption of a total number
of 75 million Securities on 26 November 2012, and the repurchase
and/or redemption of 75 million Securities on 6 November 2013,
another 150 million of Securities representing EUR 1.50 billion
remain outstanding. The Securities do not form part of ING Group’s
share capital; accordingly they do not carry voting rights in the
shareholders’ meeting of ING Group (“General Meeting”). The
financial entitlements of the Securities are described in note 33 to
the consolidated annual accounts.
On 17 December 2013, ING Group announced that it had
completed the agreement with the Dutch State on the unwinding
of the Illiquid Assets Back-up Facility (“IABF”) as announced on
1November 2013. ING Group and the Dutch State formed the IABF
on 26 January 2009 and ING Bank N.V. issued various series of debt
instruments during 2009 under the 2008 Credit Guarantee Scheme
of the Dutch State, for the first time on 30 January 2009. The terms
of the agreement to unwind the IABF have been approved by the
European Commission. The IABF is further described in note 33 to
the consolidated annual accounts.
As part of the aforementioned transactions, certain arrangements
with respect to corporate governance and remuneration were
agreed with the Dutch State. These arrangements had to remain in
place as long as the IABF continued.
These arrangements entailed, among other things, that the Dutch
State could recommend two candidates (“State Nominees”) for
appointment to the Supervisory Board. Certain decisions of the
Supervisory Board required approval of the State Nominees. At the
annual General Meeting in 2013, one State Nominee decided to
step down and not be eligible for reappointment. The Dutch State
(1) Dutch Bulletin of Acts (Staatsblad) 2009, 154.
This section discusses the application by ING Groep N.V. (“ING
Group”) of the Dutch Corporate Governance Code effective as
from 1 January 2009 (“Corporate Governance Code”) and provides
information on the share capital and control, the Executive Board,
the Supervisory Board and the external auditor.
This section, including the parts of this Annual Report incorporated
by reference, together with the separate publication “ING’s
implementation of the Dutch Corporate Governance Code” dated
April 2010, on the website of ING Group (www.ing.com), also
serves as the “corporate governance statement“ referred to in
section 2a of the Decree with respect to the contents of the annual
report (Besluit tot vaststelling van nadere voorschriften omtrent de
inhoud van het jaarverslag).(1)
62 ING Group Annual Report 2013
Corporate governance