ING Direct 2013 Annual Report Download - page 75

staatsgesteunde ondernemingen) prohibits financial institutions to
grant severance payments to members of the Executive Board in
case of state aid to such financial institution.
AMENDMENT OF THE ARTICLES OF ASSOCIATION
The General Meeting may resolve to amend the Articles of
Association, provided that the resolution is adopted on a proposal
of the Executive Board, which has been approved by the
Supervisory Board. Such a resolution of the General Meeting
requires a majority of at least two-thirds of the votes cast at a
General Meeting, whereby at least two-thirds of the issued share
capital is represented. An amendment of the Articles of Association
has to be passed by notarial deed.
EXTERNAL AUDITOR
At the annual General Meeting held on 14 May 2012, Ernst &
Young Accountants LLP (EY) was appointed to audit the financial
statements of ING Group for the financial years 2012 and 2013, to
report on the outcome of these audits to the Executive Board and
the Supervisory Board and to provide an audit opinion on the
financial statements of ING Group. In the 2013 annual General
Meeting, the appointment of EY as auditor of ING Group was
extended by two more years, i.e. for the financial years 2014 and
2015. ING Group started a project with the objective of changing
its external audit firm as of the financial year 2016.
Furthermore, EY also audited and reported on the effectiveness of
internal control over financial reporting on 31 December 2013.
The external auditor may be questioned at the annual General
Meeting in relation to its audit opinion on the annual accounts.
Theexternal auditor will therefore attend and be entitled to address
this meeting. The external auditor attended the meetings of the
Audit Committee and of the Risk Committee and attended and
addressed the 2013 annual General Meeting, wherein the external
auditor was questioned on the audit opinion.
New legislation on the accountancy profession (Wet op het
accountantsberoep) came into force as of 1 January 2013 which
prohibits certain services from being conducted by an external
audit firm. The ING Group’s policy on external auditor
independence has been updated to reflect the new legislation
onthe accountancy profession as of 1 January 2013.
The external auditor may only provide services to ING Group
anditssubsidiaries with the permission of the Audit Committee.
ING Group provides the Audit Committee with a full overview of
allservices provided by the external auditor, including related fees,
supported by sufficiently detailed information. This overview
isperiodically evaluated by the Audit Committee throughout
theyear.
More information on ING Group’s policy on external auditor
independence is available on the website of ING Group
(www.ing.com).
CHANGES IN THE COMPOSITION
In May 2013 the General Meeting appointed Isabel Martín Castellá,
Carin Gorter and Hermann-Josef Lamberti to the Supervisory
Board. Furthermore, the General Meeting reappointed Jeroen van
der Veer and Tineke Bahlmann to the Supervisory Board. Tineke
Bahlmann was recommended as State Nominee. Piet Klaver and
Sjoerd van Keulen retired from the Supervisory Board.
FINANCIAL REPORTING
A description of the main features of ING Group’s internal control
and risk management systems in relation to the financial reporting
process is included in the statement with respect to Section 404
ofthe Sarbanes-Oxley Act on pages 79-80, which is deemed to be
incorporated by reference herein.
CHANGE OF CONTROL PROVISIONS
LEGAL PROVISIONS
Pursuant to the terms of the Dutch Financial Supervision Act a
declaration of no objection from the Dutch central bank (“DNB”)
must be obtained by anyone wishing to obtain or hold a
participating interest of at least 10% in ING Group and to
exercisecontrol attached to such a participating interest. Similarly,
on the basis of indirect change of control statutes in the various
jurisdictions where subsidiaries of ING Group are operating,
permission from or notification to local regulatory authorities
maybe required for the acquisition of a substantial interest in
INGGroup.
CHANGE OF CONTROL CLAUSES IN MATERIAL AGREEMENTS
ING Group is not a party to any material agreement that becomes
effective or is required to be amended or terminated, in case of a
change of control of ING Group following a public bid as defined
insection 5:70 of the Dutch Financial Supervision Act. ING Group
subsidiaries may have customary change of control arrangements
included in agreements related to various business activities, such
as joint venture agreements, letters of credit and other credit
facilities, ISDA-agreements, hybrid capital and debt instruments,
reinsurance agreements and futures and option trading
agreements. Following a change of control of ING Group (as
theresult of a public bid or otherwise), such agreements may
beamended or terminated, leading, for example, to an
obligatorytransfer of the interest in the joint venture, early
repayment ofamounts due, loss of credit facilities or reinsurance
cover andliquidation of outstanding futures and option
tradingpositions.
SEVERANCE PAYMENTS TO MEMBERS OF THE
EXECUTIVEBOARD
The contracts entered into with the members of the Executive
Board provide for severance payments, which become due upon
termination of the applicable Executive Board member’s contract
inconnection with a public bid as defined in section 5:70 of the
Dutch Financial Supervision Act. For purposes of calculating the
amounts due, it is not relevant whether or not termination of the
employment contract is related to a public bid. Severance payments
to the members of the Executive Board are limited to a maximum
of one year’s fixed salary, in line with the Corporate Governance
Code. Dutch legislation (Law on the limitation of liability of
supervisors of financial markets and rules on remuneration of
persons who determine the day-to-day policy (“dagelijkse
beleidsbepalers”) of financial institutions receiving state aid)
(Wetaansprakelijkheidsbeperking DNB en AFM en bonusverbod
73ING 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