Voya 2013 Annual Report Download - page 430

The Finance Committee consists of Mr. Koemans, who serves as chairman, and Messrs. Flynn, Nagel and
Zwiener.
Executive Committee of the Board
The Executive Committee of the Board is responsible for taking action where required in exigent
circumstances where it is impracticable to convene, or obtain the unanimous written consent of, the full Board of
Directors.
The Executive Committee of the Board consists of Mr. Martin, who serves as chairman, Mr. Zwiener and
Mr. Koemans.
Lead Director
The Shareholder Agreement provides that until the date ING Group first ceases to beneficially own more
than 20% of our outstanding common stock, if at any time the chairman of the board of directors is not an
independent director, our board will designate a “lead director” who is an independent director. Our Board of
Directors has appointed Mr. Hubbell as the lead director. Mr. Hubbell presides over meetings of the directors
when the Chairman of our Board is absent, that are held by non-management directors without any management
directors present and that are held by independent directors.
The lead director has, among other things, the authority to:
• call meetings of the independent directors;
• consult on and approve meeting agendas and schedules of our Board of Directors;
• together with the chair of the Compensation and Benefits Committee, coordinate the evaluation of the
performance of the CEO by our non-management directors;
• serve as a liaison between the non-management members of our Board of Directors and the Chairman
or the board, as a contact person to facilitate communications by our employees, shareholders
(including ING Group) and others with the non-management directors; and
• review the quality, quantity, appropriateness and timeliness of information provided to our Board of
Directors.
In addition, the lead director is a member and the chairperson of any independent committee designated to
review and approve related party transactions. See “Item 13. Certain Relationships and Related Transactions and
Director Independence—Related Party Transaction Approval Policy.”
Code of Ethics and Conduct
Our Board of Directors has adopted a code of ethics and a code of conduct as such terms are used in
Item 406 of Regulation S-K and the NYSE listing rules. A copy of our Code of Business Conduct and Ethics is
available from our investor relations website at investors.voya.com. The Company intends to satisfy any
disclosure requirement under Item 5.05(c) of Form 8-K with respect to its code of ethics through a notice posted
at investors.voya.com.
“Controlled Company” Exemption
Until March 25, 2014, ING Group owned a majority of our stock, and we elected to be a “controlled
company” for purposes of the NYSE listing rules. Pursuant to the “controlled company” exemption, we were not
required to satisfy certain of the corporate governance rules of the NYSE, including the requirement that we
maintain a Board of Directors containing a majority of directors who are “independent” for purposes of the
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