Voya 2013 Annual Report Download - page 467

• Following the First Threshold Date, and until and including the date on which ING Group first ceases
to beneficially own at least 20% of our outstanding common stock (which is referred to as the “Third
Threshold Date”), ING Group will be entitled to nominate two ING Group Directors (one, if there shall
be at such time fewer than eight directors on our board of directors).
Following the Third Threshold Date, ING Group will have no further right to nominate ING Group
Directors. The Majority Holder Date occurred on March 25, 2014.
The Shareholder Agreement also provided that, until the Majority Holder Date, our Board of Directors
would consist of nine members, one of whom would be our CEO and three of whom would be “Independent
Directors”, as defined by NYSE listing rules and Rule 10A-3 under the Exchange Act. On and after the first
anniversary of the Majority Holder Date, our Board of Directors may reduce the number of directors to no fewer
than seven members.
The Shareholder Agreement requires that, until the Third Threshold Date, if at any time the chairman of our
board of directors is not an Independent Director, our Board of Directors will designate a “lead director” who is
an Independent Director and who has the responsibilities described under “Item 10. Directors, Executive Officers
and Corporate Governance—Board of Directors—Lead Director”. In addition, the Shareholder Agreement
includes provisions relating to the membership and conduct of our board and management committees, including
providing that:
• until the First Threshold Date, an ING Group Director shall serve on the Executive Committee of the
board;
• until the first anniversary of the effectiveness of the registration statement relating to our initial public
offering, ING Group may at its option include on our audit committee an ING Group Director who is
not an Independent Director; and afterwards may include on our Audit Committee an ING Group
Director who is an Independent Director;
• at any time during which the board of directors includes an ING Group Director who is also an
Independent Director, at least one member of the Audit Committee shall be an ING Group Director;
• until the Third Threshold Date, ING Group is entitled to have observers present at meetings of our
Management Risk Committee and Management Investment Committee and to receive all materials,
reports and other communications from such committees; and
• our board committees shall have the membership and responsibilities described under “Item 10.
Directors, Executive Officers and Corporate Governance—Board of Directors”.
Provisions Relating to Indemnification and Liability Insurance
The Shareholder Agreement provides that, until at least the day after the last date on which any director
(including any member of the Supervisory Board or the Executive Board of ING Group), officer, employee or
certain designated agents of ING Group or any of its subsidiaries (a “Group Individual”) is a director, officer or
employee of the Company, we must indemnify (including advancement of expenses) each such director, officer
and employee to the greatest extent permitted under Section 145 of the DGCL and other applicable laws. Such
indemnification must continue as to any Group Individual who becomes entitled to indemnification
notwithstanding any subsequent change in our indemnification policies or that such Group Individual ceases to
be a director, officer or employee of the Company.
The Shareholder Agreement also requires that we renew annually our insurance coverage with respect to
director and officer and other fiduciary liability and liabilities under U.S. federal and state securities laws
covering directors, officers and employees of the Company, Group Individuals, the Company, ING Group and
respective Subsidiaries of the Company and ING Group. Such coverage generally is required to be renewed
annually on substantially the same terms in order to cover any claims made on or prior to the sixth anniversary of
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