Voya 2013 Annual Report Download - page 429

Our Board of Directors has determined that Messrs. Griswell, Hubbell and Zwiener are independent under
the NYSE listing rules (an “independent director”). In considering their independence, the board of directors
considered the relationships between each of Messrs. Griswell, Hubbell and Zwiener, on the one hand, and the
Company and ING Group, on the other hand, described in their respective biographical information, above. The
ING Group Directors are Messrs. Flynn, Koemans, and Nagel.
Audit Committee
The Audit Committee’s primary function is to assist the Board of Directors in fulfilling its oversight
responsibilities of the financial reports and other financial information filed with the SEC or provided by us to
regulators; our risk and capital profile and policies; our independent auditors’ qualifications and independence;
and the performance of our independent auditors and our internal audit function. Pursuant to the phase-in
provisions of the NYSE listing requirements and Rule 10A-3 promulgated by the SEC under the Exchange Act,
our Audit Committee is composed solely of directors who are “independent” under the NYSE listing rules and
Rule 10A-3.
The Audit Committee currently consists of Mr. Zwiener, who serves as chairman, and Messrs. Griswell and
Hubbell, all of whom are “financially literate” as such term is defined in the NYSE listing rules. Our Board of
Directors has identified Mr. Zwiener as an “audit committee financial expert” as such term is defined under SEC
rules.
Compensation and Benefits Committee
The Compensation and Benefits Committee is responsible for annually reviewing and approving the
corporate goals and objectives relevant to the compensation of the Chief Executive Officer and evaluating his or
her performance in light of these goals; determining the compensation of our executive officers and other
appropriate officers, and administering our incentive and equity-based compensation plans.
The Compensation and Benefits Committee consists of Mr. Griswell, who serves as chairman, and Messrs.
Hubbell and Nagel. Mr. Nagel serves as an ING Group Director. The Compensation and Benefits Committee
must consist solely of independent directors no later than March 25, 2015, in accordance with the phase-in
provisions of the NYSE listing rules.
Nominating and Governance Committee
The Nominating and Governance Committee is responsible for identifying and recommending candidates
for election to our Board of Directors and each committee of our Board of Directors, reviewing and reporting to
the Board of Directors on compensation of directors and Board committee members, developing, recommending
and monitoring corporate governance principles applicable to the Board of Directors and the Company as a
whole.
The Nominating and Governance Committee consists of Mr. Hubbell, who serves as chairman, and
Mr. Griswell.
Finance Committee
The Finance Committee is responsible for reviewing our financial affairs based upon periodic reports and
recommendations of our management; monitoring our financial structure and long-term financial plan and
recommending appropriate action to our board of directors with respect to financial policies, allocation of capital
to our businesses and methods of financing our businesses; monitoring our capital needs and financing
arrangements, our ability to access capital markets and management’s financing plans; and reviewing and
approving or recommending for approval certain issuances of securities, investments, dispositions and other
transactions above certain amounts.
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