ING Direct 2013 Annual Report Download - page 65

DUTCH BANKING CODE
The Dutch Banking Code (“Banking Code”) is applicable to ING
Bank N.V. and not to ING Group. The Banking Code can be
downloaded from the website of the Dutch Banking Association
(www.nvb.nl). The principles of the Banking Code as a whole are
considered as a reference by ING Bank N.V. and their application is
described in the publication “Application of the Dutch Banking
Code by ING Bank N.V.”, available on the website of ING Group
(www.ing.com). ING Group voluntarily applies the principles of the
Banking Code regarding remuneration with respect to the
members of its Executive Board and considers these principles as a
reference for its own corporate governance. ING Group’s
remuneration policy for the Executive Board and senior
management is compliant with these principles.
DUTCH INSURERS’ CODE
The Dutch Insurers’ Code (“Insurers’ Code”) is applicable to the
Dutch subsidiaries of NN Group N.V. pursuing insurancebusiness
and not to ING Group, ING Verzekeringen N.V. or NN Group N.V.
The Insurers’ Code can be downloaded from the website of the
Dutch Association of Insurers (www.verzekeraars.nl). However,
insurance companies that are part of a group (“concern”) can decide
whether to apply all or parts of the Insurers’ Code at the group level.
The remuneration policy for the Management Board and senior
management is compliant with the corporate governance-related
principles of the Insurers’ Code and is voluntarily applied on group
level. The application of the Insurers’ Code principles is described in
the publication “Application of the Insurers’ Code by ING Insurance
Eurasia” available on the website of ING Group (www.ing.com).
DIFFERENCES BETWEEN DUTCH AND US CORPORATE
GOVERNANCE PRACTICES
In accordance with the requirements of the US Securities and
Exchange Commission, ING Group, as a foreign private issuer
whose securities are listed on the New York Stock Exchange
(“NYSE”), must disclose in its Annual Report on Form 20-F any
significant differences between its corporate governance practices
and those applicable to US domestic companies under the NYSE
listing standards.
ING Group believes the following to be the significant differences
between its corporate governance practices and NYSE corporate
governance rules applicable to US companies:
• ING Group has a two-tier board structure, in contrast to the
one-tier board structure used by most US companies. In the
Netherlands, a public limited liability company (naamloze
vennootschap) with a two-tier board structure has an executive
board as its management body and a supervisory board which
advises and supervises the executive board. In general, members
of the executive board are employees of the company while
members of the supervisory board are not. The latter are often
former state or business leaders and sometimes former
members of the executive board. Members of the executive
board and other officers or employees of the company cannot
simultaneously be a member of the supervisory board. The
supervisory board must approve specified decisions of the
executive board. Under the Corporate Governance Code, all
members of the supervisory board with the exception of not
more than one person, should be independent. All members of
ING Group’s Supervisory Board, with the exception of Luc
Vandewalle, are independent within the meaning of the
Corporate Governance Code. The definition of independence
indicated to not use its right to recommend a second candidate for
appointment as a member of the Supervisory Board. As a result of
the agreement completed in December 2013 with the Dutch State
on the unwinding of the IABF as described above these
arrangements have expired. Furthermore, in line with these
arrangements a sustainable remuneration policy for the Executive
Board and Senior Management was introduced in 2010, which
contains certain specific arrangements in relation to the
remuneration of members of the Executive Board.
For more information on the State Nominees, please refer to the
section on the Supervisory Board; for more information on ING’s
remuneration policy, please refer to the Remuneration report,
starting on page 81.
SHAREHOLDER PARTICIPATION AND POSITION OF
INGTRUST OFFICE (STICHTING ING AANDELEN)
During the years 2010–2013, participation of shareholders,
excluding the ING Trust Office, and holders of depositary receipts in
the decision-making in annual General Meetings consistently
increased from 41.3% to 51.4%.
ING Group’s depositary-receipts structure was evaluated by the
Executive Board and the Supervisory Board in 2010. On the basis of
this evaluation, the Executive Board and the Supervisory Board
concluded that it would be premature to change or abolish ING
Group’s depositary-receipts structure in 2010 and that it would be
appropriate to reconsider this as part of a re-evaluation of ING
Group’s entire governance structure following the current
restructuring of ING Group and the completion of the divestments
approved by the 2009 extraordinary General Meeting. The
outcome of the aforementioned evaluation was discussed in the
2010 annual General Meeting.
In the 2013 annual General Meeting, it was discussed that under
the original agreement between ING Group and the European
Commission, the restructuring was initially expected to be
completed by the end of 2013, so that any reconsideration would
be done in 2014. However, ING Group, together with the Dutch
State, reached an agreement with the European Commission on
anamended restructuring plan, in November 2012, part of which
was an extended deadline for the aforementioned divestments.
As ING Group was still in the implementation phase of the
amended restructuring plan, ING did not regard it as an
opportunemoment to reconsider its governance and depositary-
receiptsstructure.
CORPORATE GOVERNANCE CODES
COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE
For its corporate governance structure and practices, ING Group
uses the Corporate Governance Code as reference. The Corporate
Governance Code can be downloaded from the website of the
Dutch Corporate Governance Code Monitoring Committee
(www.commissiecorporategovernance.nl).
The application of the Corporate Governance Code by ING is
described in the publication “ING’s implementation of the Dutch
Corporate Governance Code”, dated April 2010, on the website of
ING Group (www.ing.com), which is to be read in conjunction with
this section and is deemed to be incorporated into this section.
An update of the aforementioned publication is forthcoming.
63ING 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