ING Direct 2013 Annual Report Download - page 77

request the Board in writing, setting out the matters to be
considered in detail, to convene a meeting of holders of
depositaryreceipts.
The Board convened a meeting of holders of depositary receipts,
which was held on 27 November 2013. 0.11% of the total number
of depositary receipts issued was present or represented during this
meeting. During the meeting a report was made on the activities of
ING Trust Office. In addition, the Board answered various questions
of holders of depositary receipts attending the meeting. The
minutes of the aforementioned meeting are published on the
website of ING Trust Office (www.ingtrustoffice.com).
DEPOSITARY-RECEIPT STRUCTURE
During the years 2010-2013, participation of shareholders,
excluding ING Trust Office, and holders of depositary receipts in
thedecision-making in annual general meetings of ING Group,
consistently increased from 41.3% to 51.4%.
In 2010, ING evaluated the depositary-receipts structure and
concluded that it would be premature to change or abolish the
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 extraordinary General Meeting in 2009. The
outcome of the aforementioned evaluation was discussed in the
annual General Meeting of 27 April 2010.
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-receipt structure.
OUTSTANDING DEPOSITARY RECEIPTS
On 31 December 2013, the nominal value of administered ordinary
shares amounted to EUR921,682,613.76 for which 3,840,344,224
depositary receipts were issued, each with a nominal value of
EUR0.24. During the reporting year, the net number of depositary
receipts increased with 10,069,970.
The increase came about as follows:
add:
conversion of shares into depositary receipts 10,071,120
less:
conversion of depositary receipts into shares 1,150
COMPOSITION AND REMUNERATION BOARD
The members of the Board are appointed by the Board itself for a
maximum term of four years and may be reappointed two times.
Holders of depositary receipts may make recommendations to the
Board on persons to be appointed as members of the Board. The
Board informs them for such purpose and in good time when, for
what reason and according to which profile a vacancy must be
filled and in which manner a recommendation should take place.
ANNUAL GENERAL MEETING ING GROUP, VOTES CAST
ANDVOTING BEHAVIOUR
ING Trust Office attended the AGM and during this meeting ING
Trust Office asked the Executive Board and the Supervisory Board
of ING Group various questions. These questions are included in
the adopted minutes of the AGM, available on the website of ING
Group (www.ing.com).
51.4% of the total votes that might be cast at the AGM were voted
by registered shareholders (excluding ING Trust Office) and holders
of depositary receipts, by attending the AGM in person, by being
represented by a third party or by giving binding voting instructions
to ING Trust Office.
ING Trust Office granted proxies to holders of depositary receipts
who attended the AGM in person or who were represented by a
third party, to vote at their own discretion on such a number of
shares equal to the number of depositary receipts held by the
relevant holder of depositary receipts on the record date, with due
observance of the Articles of Association and the Trust Conditions.
Holders of depositary receipts who did not attend the AGM in
person or who were not represented by a third party, were entitled
to give binding voting instructions to ING Trust Office for a number
of shares equal to the number of depositary receipts held by the
relevant holder of depositary receipts on the record date. Over
60% of the voting holders of depositary receipts gave binding
voting instructions to ING Trust Office for a number of shares equal
to the number of depositary receipts held by the relevant holder of
depositary receipts on the record date. During the AGM, ING Trust
Office voted on these shares in accordance with the voting
instructions given. A more detailed overview of these voting results
can be found on de website of ING Group (www.ing.com).
In accordance with the Articles of Association and the Trust
Conditions, ING Trust Office voted at its own discretion on the
shares for which it did not issue voting proxies and did not receive
voting instructions, representing 48.6% of the total votes that
might be cast at the AGM. In voting such shares, ING Trust Office
was guided primarily by the interests of all holders of depositary
receipts, taking into account the interests of ING Group and its
affiliated enterprise. As a result, ING Trust Office voted on these
shares in favour of all voting items on the agenda of the AGM.
ING Trust Office promotes the solicitation of proxies of shareholders
of ING Group other than ING Trust Office itself and of specific
proxies or voting instructions of holders of depositary receipts. ING
Trust Office encourages the greatest possible participation in the
decision-making process in annual general meetings of
shareholders and holders of depositary receipts and promotes the
execution of voting rights in a transparent way. At the same time it
prevents that a minority of shareholders and holders of depositary
receipts could use a chance majority of votes to the disadvantage of
the shareholders and holders of depositary receipts present nor
represented at a general meeting of ING Group.
MEETING OF HOLDERS OF DEPOSITARY RECEIPTS
According to the Trust Conditions, ING Trust Office may consult
holders of depositary receipts in a separate meeting if and when it
considers this necessary or desirable. In addition, one or more
holders of depositary receipts who jointly hold at least 10% of the
total number of depositary receipts issued by ING Trust Office, may
75ING 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