Voya 2013 Annual Report Download - page 431

NYSE listed company rules or that our Nominating and Governance and Compensation and Benefits committees
each consist solely of independent directors. As of March 25, 2014, we have ceased to be a “controlled
company,” and no longer have the benefit of the controlled company exemption. Accordingly, we will become
subject to all of the applicable NYSE corporate governance rules over a one-year phase-in period ending
March 25, 2015, following which time our Board of Directors must consist of a majority of independent
directors, and our Nominating and Governance and Compensation and Benefits committees must each consist
solely of independent directors. We currently expect that we will meet such requirements well before the
conclusion of the phase-in period.
Section 16(a) Beneficial Ownership Reporting Compliance
Based on a review of reports filed by our directors, executive officers and 10% stockholder during 2013, and
on written representations such reporting persons have provided to us, we believe that all filing requirements
under Section 16(a) of the Exchange Act applicable to our directors, executive officers, and 10% stockholder
were complied with during 2013.
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