ING Direct 2015 Annual Report Download - page 16

Contents
Who we are
Report of the
Management
Board
Corporate
Governance
Consolidated
annual accounts
Parent company
annual accounts
Other
information
Additional
information
Legislative and regulatory developments
The Bank Resolution and Recovery Directive (“BRRD”) was
implemented in Dutch law in 2015. Although banks in distress
are the focal point of the BRRD, certain provisions must be
applied outside situations of distress. One of these provisions
requires companies, subject to the BRRD, at all times to
maintain sufficient authorised share capital to permit the
issue of as many ordinary shares as required for a potential
future bail-in. The BRRD also permits, subject to certain
conditions, a reduction in the convocation period for
shareholders meetings from 42 days (the Dutch standard) to
10 days.
On 16 October 2014, the Dutch Banking Association published
a revised version of the Dutch Banking Code. Just like its
predecessor, the revised version (“Banking Code”), is
applicable to ING Bank N.V. The Banking Code will apply to the
financial year 2015 and subsequent years, and as of the
financial year 2015, ING Bank N.V. will explain how it applied
the Banking Code.
Financial reporting process
As ING Bank N.V. is a consolidated subsidiary of ING Groep N.V.
(“ING Group”) its policies and procedures for establishing and
maintaining adequate internal control over financial reporting
are the same as those applied by ING Group for its
consolidated financial statements with respect to ING Bank
N.V. and the entities included in the latter's own consolidated
financial statements.
ING’s internal control over financial reporting is a process
designed under the supervision of our principal executive and
principal financial officers to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.
Our internal control over financial reporting includes those
policies and procedures that:
• pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of ING;
• provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial
statements in accordance with generally accepted
accounting principles, and that our receipts and
expenditures are being made only in accordance with
authorisations of our management and directors; and
• provide reasonable assurance regarding prevention or
timely detection of unauthorised acquisition, use or
disposition of our assets that could have a material effect
on our financial statements.
As ING Group is subject to the US Sarbanes-Oxley Act, its
Executive Board assessed the effectiveness of its internal
control over financial reporting as of 31 December 2015 which
was audited by ING Group's external auditor. For more
information, please refer to the 2015 Annual Report of ING
Group which is available on its website (www.ing.com).
Board composition
ING Bank aims to have an adequate and balanced
composition of its Management Board. Thereto, annually, the
Supervisory Board assesses the composition of the
Management Board. In the context of such assessment, ING
Bank aims to have a gender balance by having at least 30%
men and at least 30% women amongst its Management
Board members. However, because of the fact that ING Bank
needs to balance several relevant selection criteria when
composing its Management Board, the composition of the
Management Board did not meet the abovementioned
gender balance in 2015 (no women). ING Bank will continue to
strive for an adequate and balanced composition of its
Management Board in future appointments, by taking into
account all relevant selection criteria including but not limited
to gender balance, executive experience, experience in
corporate governance of large stock-listed companies and
experience in the political and social environment.
Information on members of the Management
Board
R.A.J.G. (Ralph) Hamers member and chairman
Management Board
(Born 1966, Dutch nationality, male; appointed in 2013)
Ralph Hamers was appointed a member of the Executive
Board of ING Group on 13 May 2013. On 1 October 2013, he
was appointed CEO and chairman of this Board and of the
Management Board Banking. Ralph Hamers joined ING in
1991. Before his appointment to the Executive Board, he was
CEO of ING Belgium and Luxembourg.
Ancillary positions pursuant to CRD IV:
Chairman of the Management Board of ING Bank N.V. and the
Executive Board of ING Groep N.V.
Other relevant ancillary position:
Member of the Management Board of the Nederlandse
Vereniging van Banken (NVB).
Corporate Governance
ING Bank Annual Report 2015 14