ING Direct 2013 Annual Report Download - page 73

due to his relevant knowledge and experience. Joost Kuiper was
appointed as the chairman of the Audit Committee on 9 May 2011.
The Risk Committee assists and advises the Supervisory Board in
monitoring the risk profile of ING as a whole as well as the
structure and operation of the internal risk management and
control systems. On 31 December 2013, the members of the Risk
Committee were: Robert Reibestein (chairman), Tineke Bahlmann,
Jan Holsboer, Joost Kuiper, Hermann-Josef Lamberti, Luc
Vandewalle and Jeroen van der Veer.
The Remuneration Committee advises the Supervisory Board,
among other things, on the terms and conditions of employment
(including remuneration) of the members of the Executive Board
and on the policies and general principles on which the terms and
conditions of employment of the members of the Executive Board
and of senior managers of ING Group and its subsidiaries are
based. On 31 December 2013, the members of the Remuneration
Committee were: Peter Elverding (chairman), Henk Breukink,
Yvonne van Rooy and Jeroen van der Veer.
The Nomination Committee advises the Supervisory Board, among
other things, on the composition of the Supervisory Board and
Executive Board. On 31 December 2013, the members of the
Nomination Committee were: Jeroen van der Veer (chairman), Henk
Breukink, Peter Elverding and Yvonne van Rooy.
The Corporate Governance Committee assists the Supervisory
Board in monitoring and evaluating the corporate governance of
ING as a whole and the reporting thereon in the Annual Report
and to the General Meeting and advises the Supervisory Board on
improvements. On 31 December 2013, the members of the
Corporate Governance Committee were: Henk Breukink (chairman),
Carin Gorter and Jeroen van der Veer.
The current composition of the Supervisory Board Committees
canbe found on ING Group’s website (www.ing.com), which is
updated on a regular basis.
REMUNERATION AND SHARE OWNERSHIP
The remuneration of the members of the Supervisory Board is
determined by the General Meeting and is not dependent on the
results of ING Group. Details of the remuneration are provided in
the Remuneration report on pages 81-87. Members of the
Supervisory Board are permitted to hold shares and depositary
receipts for shares in the share capital of ING Group for long-term
investment purposes. Details are given on page 86. Transactions by
members of the Supervisory Board in these shares and depositary
receipts for shares are subject to the ING regulations regarding
insiders. These regulations are available on the website of ING
Group (www.ing.com).
INFORMATION ON MEMBERS OF THE SUPERVISORY BOARD
This section provides an overview of the most relevant
directorships, paid positions and ancillary positions, held by
members of the Supervisory Board.
significant conflicting interests will be disclosed in the Annual
Report. In deviation from the Corporate Governance Code
however, this does not apply if (i) such disclosure would be against
the law; (ii) the confidential, share-price sensitive or competition-
sensitive character of the transaction prevents such disclosure; and/
or (iii) the information is so competition-sensitive that disclosure
could damage the competitive position of ING Group.
Significant conflicting interests are considered to be absent in case
of a relationship that a member of the Supervisory Board may have
with ING Group subsidiaries as an ordinary, private individual, with
the exception of any loans that may have been granted. For an
overview of loans granted to members of the Supervisory Board,
see page 86.
INDEPENDENCE
Annually, the members of the Supervisory Board are requested to
assess whether the criteria of dependence set out in the Corporate
Governance Code do not apply to them and to confirm this in
writing. On the basis of these criteria, all members of the
Supervisory Board, with the exception of Luc Vandewalle, are to be
regarded as independent on 31 December 2013. Luc Vandewalle is
not to be considered independent because of his former position at
ING Belgium. Members of the Supervisory Board to whom the
independence criteria of the Corporate Governance Code do not
apply, and members of the Supervisory Board to whom the criteria
do apply but who can explain why this does not undermine their
independence, are deemed to be independent.
COMPANY SECRETARY
ING Group’s company secretary is Jan-Willem Vink, general counsel
of ING Group.
COMMITTEES OF THE SUPERVISORY BOARD
On 31 December 2013, the Supervisory Board had five standing
committees: the Audit Committee, the Risk Committee, the
Remuneration Committee, the Nomination Committee and the
Corporate Governance Committee. Furthermore, a temporarily
committee, the Insurance Europe Committee was established on
1October 2013. This Committee assists the Supervisory Board with
the performance of its duties in relation to the preparation and
execution of the initial public offering process and/or spin-off of
(part of) NN Group.
The organisation, powers and conduct of the Supervisory Board
aredetailed in the Supervisory Board Charter. Separate charters
have been drawn up for the Audit Committee, the Risk Committee,
the Remuneration Committee, the Nomination Committee and
theCorporate Governance Committee. These charters are available
onthe website of ING Group (www.ing.com). A short description
of the duties for the five Committees follows below.
The Audit Committee assists the Supervisory Board in monitoring
the integrity of the financial statements of ING Group, NN Groep
N.V. and ING Bank N.V., in monitoring the compliance with legal
and regulatory requirements and in monitoring the independence
and performance of ING Group’s internal and external auditors. On
31 December 2013, the members of the Audit Committee were:
Joost Kuiper (chairman), Tineke Bahlmann, Isabel Martín Castellá,
Carin Gorter, Jan Holsboer, Robert Reibestein and Luc Vandewalle.
The Supervisory Board has determined that Joost Kuiper is a
financial expert as referred to in the Corporate Governance Code,
71ING 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