Voya 2013 Annual Report Download - page 446

reputational harm to ING Group or any of its subsidiaries or affiliates, (ii) the Company undergoes significant
adverse changes in its economic and regulatory capital base or (iii) the Company or one of its business lines
suffers a significant failure in risk management. Grants of Company RSUs to the NEOs made pursuant to the
Omnibus Plan are subject to similar clawback provisions in respect of the Company.
Capital Requirements Directive
The European Commission’s CRD affects compensation disclosures and practices in financial services
companies, which all EU member states are required to implement and enforce. One objective of CRD is to
ensure that the total compensation and mix of fixed to variable compensation paid to key “Identified Staff” are
consistent with CRD, as implemented by each EU nation and in alignment with the companies’ risk management
practices and policies. Other objectives of CRD include the incorporation of recoupment or “clawback”
provisions into compensation programs in which our NEOs participate, and the maintenance of an adequate
capital base by the institutions subject to CRD. These policies provide for the Company to make adjustments to
reduce current or prior year variable compensation based on significant changes in the Company’s risk profile. In
the Netherlands, the Dutch National Bank oversees the implementation of and compliance with CRD.
CRD has already been widely implemented across ING Group’s Europe-based financial services businesses.
Under ING Group’s agreement with the DNB, from January 1, 2012 the CRD requirements applied to certain
Company employees, referred to as “Control Function” employees and “Identified Staff”. Control Function
employees include the heads of the corporate audit services, finance, human resources, compliance, risk
management and legal departments and individuals they supervise, in each case, who may have a material impact
on the Company’s risk profile. Identified Staff, who may also be Control Function employees, include employees
who may have a material impact on the Company’s risk profile. Performance metrics for Control Function
employees generally could not be directly linked to financial objectives related to their departments and variable-
to-fixed pay could not exceed certain ratios.
Under CRD as it applied for 2013 compensation, the compensation packages of Identified Staff were subject
to specified parameters, including that (i) variable-to-fixed pay may not exceed certain ratios, and (ii) variable
pay must be composed of at least 50% long-term incentives for Identified Staff (other than those in Investment
Management) and must be composed of at least 30% long-term incentives for those Identified Staff in Investment
Management.
For 2013, the Company had approximately 40 “Identified Staff”, including all of the NEOs, whose total
compensation packages were required to conform with CRD.
As of March 2014, when ING Group ceased to hold a majority of our outstanding stock, we have ceased to
be subject to CRD requirements.
Relationship of Compensation Policies and Practices to Risk Management
The Company adheres to compensation policies and practices that are designed to support a strong risk
management culture. We have reviewed the Company’s compensation programs, policies and practices for
employees and have determined that those programs, policies and practices are not reasonably likely to have a
material adverse effect on the Company.
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