ING Direct 2013 Annual Report Download - page 72

After being appointed to the Supervisory Board, a former member
of the Executive Board may also be appointed to one of the
Supervisory Board’s committees. However, appointment to the
position of chairman of a committee is only possible if the
individual in question resigned from the Executive Board at least
four years prior to such appointment.
ING Group needs to balance several relevant selection criteria when
composing its Supervisory Board but strives for an adequate and
balanced composition thereof, by taking into account all relevant
selection criteria including but not limited to experience in retail
and wholesale banking, insurance, gender balance, executive
experience, experience in corporate governance and experience in
the political and social environment. Annually, the Nomination
Committee assesses the composition of the Supervisory Board. In
the context of such assessment, ING Group aims to have a gender
balance by having at least 30% men and at least 30% women
amongst its Supervisory Board members. In 2013, the composition
of the Supervisory Board met the above-mentioned gender balance
(33.3% women).
TERM OF APPOINTMENT OF MEMBERS OF THE
SUPERVISORY BOARD
A member of the Supervisory Board retires no later than at the end
of the first General Meeting held four years after his or her last
appointment or reappointment. In accordance with the Corporate
Governance Code, members of the Supervisory Board may as a
general rule be reappointed for two additional four-year terms.
Under special circumstances however, the Supervisory Board may
deviate from this general rule, among others in order to maintain
abalanced composition of the Supervisory Board and/or to
preserve valuable expertise and experience. As a general rule,
members of the Supervisory Board shall also resign at the end of an
annual General Meeting in the year in which they attain the age of
70 and shall not be reappointed. The schedule for resignation by
rotation is available on the website of ING Group (www.ing.com).
ANCILLARY POSITIONS/CONFLICTING INTERESTS
Members of the Supervisory Board may hold various other
directorships, paid positions and ancillary positions and are asked
toprovide details on these positions. Such positions may not
conflict with the interests of ING Group. It is the responsibility of
the individual member of the Supervisory Board and the
CorporateGovernance Committee to ensure that the directorship
duties are performed properly and are not affected by any other
positions that the individual may hold outside ING Group.
Members of the Supervisory Board are to disclose material conflicts
of interest and potential conflicts of interest and to provide all
information relevant thereto. Thereupon the Supervisory Board
–without the member concerned taking part – decides whether
aconflict of interest exists.
In case of a conflict of interest, the relevant member of the
Supervisory Board abstains from discussions and decision-making
on the topic or the transaction in relation to which he or she has
aconflict of interest with ING Group.
TRANSACTIONS INVOLVING ACTUAL OR POTENTIAL
CONFLICTS OF INTEREST
In accordance with the Corporate Governance Code, transactions
with members of the Supervisory Board in which there are
a. the issuance or acquisition of its own shares by ING Group,
other than related to the Securities issuance (including, for the
avoidance of doubt, for the purpose of conversion or financing
of a repurchase of Securities), as part of regular hedging
operations or in connection with employment schemes;
b. the cooperation by ING Group in the issuance of depositary
receipts for shares;
c. the application for listing on or removal from the price list of
any stock exchange of the securities referred to in a. or b.;
d. the entry into or termination of a lasting cooperation between
ING Group or a dependent company and another legal entity or
partnership or a general partner in a limited partnership or
general partnership where such cooperation or termination
thereof has a material significance for ING Group, i.e.
amounting to one-quarter or more of ING Group’s issued
capital and reserves as disclosed in its balance sheet and notes
thereto;
e. the acquisition by ING Group or a dependent company of a
participating interest in the capital of another company
amounting to one-quarter or more of ING Group’s issued
capital and reserves as disclosed in its balance sheet and notes
thereto or a material increase or decrease in the magnitude of
such participating interest;
f. investments involving an amount equal to one-quarter or more
of ING Group’s issued capital and reserves as disclosed in its
balance sheet and notes thereto;
g. a proposal to wind up ING Group;
h. filing of a petition for bankruptcy or moratorium of ING Group;
i. a proposal to reduce the issued capital of ING Group (other
than related to the Securities issuance);
j. a proposal for merger, split-off or dissolution of ING Group;
k. a proposal to change ING Group’s remuneration policy; and
l. appointment of the chief executive officer of the
ExecutiveBoard.
The voting rights of the State Nominee as described above no
longer apply given the unwinding of the IABF as described above.
ING Group indemnifies the members of the Supervisory Board
against direct financial losses in connection with claims from third
parties as far as permitted by law on the conditions laid down in an
indemnity statement. ING Group has also taken out a liability
insurance for the members of the Supervisory Board.
PROFILE OF MEMBERS OF THE SUPERVISORY BOARD
The Supervisory Board has drawn up a profile to be used as a basis
for its composition. It is available on the website of ING Group
(www.ing.com) and at the ING Group head office.
In view of their experience and the valuable contribution that
former members of the Executive Board can make to the
Supervisory Board, it has been decided, taking into account the size
of the Supervisory Board and ING’s wide range of activities that
such individuals may become members of the Supervisory Board of
ING Group. There is, however, a restriction in that only one in every
five other members of the Supervisory Board may be a former
member of the Executive Board. In addition, this member must wait
at least one year after resigning from the Executive Board before
becoming eligible for appointment to the Supervisory Board.
Former members of the Executive Board are not eligible for
appointment to the position of chairman or vice-chairman of the
Supervisory Board.
70 ING Group Annual Report 2013
Corporate governance continued