Voya 2013 Annual Report Download - page 478

To simplify the administration of the approval process under this policy, the Independent Committee may,
where appropriate, establish guidelines for certain types of related party transactions or designate certain types of
such transactions that will be deemed pre-approved. This policy also provides that the following transactions are
deemed pre-approved:
• decisions on compensation or benefits or the hiring or retention of our or any of our subsidiaries’
directors or executive officers, if approved by the applicable board committee;
• the indemnification and advancement of expenses pursuant to our amended and restated certificate of
incorporation, by-laws or an indemnification agreement; and
• transactions where the related person’s interest or benefit arises solely from such person’s ownership of
our securities and holders of such securities receive the same benefit on a pro rata basis.
The Independent Committee is currently comprised of Messrs. Hubbell, Griswell and Zweiner. Mr. Hubbell, as
“lead director,” is the chairperson of the Independent Committee. A director on the Independent Committee who
has an interest in a related party transaction being considered by the Independent Committee, will not participate in
the consideration of that transaction unless requested by the chairperson of the Independent Committee.
This policy does not apply to the implementation or administration of intercompany agreements, including
the Shareholder Agreement, the Equity Administration Agreement, the Registration Rights Agreement and the
Transitional Intellectual Property License Agreement. Our directors who are also senior executives or directors
of ING Group or any of its subsidiaries may participate in the negotiation, execution, implementation,
amendment, modification, or termination of these intercompany arrangements, as well as in any resolution of
disputes thereunder, on behalf of either or both of us and ING Group or any of its subsidiaries, in each case under
the direction of the Independent Committee or the comparable committee of the board of directors of ING Group.
Our amended and restated certificate of incorporation contains limitations on the obligations of our directors
who have certain relationships with ING Group with respect to certain corporate opportunities.
Director Independence
For a discussion of the independence of our directors, see “Item 10. Directors, Executive Officers and
Corporate Governance—Our Directors.”
Item 14. Principal Accounting Fees and Services
Fees Paid to Independent Registered Public Accounting Firm
The following table provides information about fees payable by us to Ernst & Young LLP for each of 2013
and 2012.
2013 fees
(in millions)
2012 fees
(in millions)
Audit fees .................................... $17.0 $20.4
Audit-related fees(1) ............................ $ 1.6 $ 1.5
Tax fees(2) .................................... $ 0.4 $ 0.3
All other fees ................................. $ 0 $ 0
(1) Includes the audit of the financial statements of employee benefit plans, service organization control reports,
and accounting consultations.
(2) Includes tax compliance services provided to the Company and to consolidated investment funds, and
routine tax advisory services.
All services were approved by the Audit Committee or, during periods when we were a wholly owned
subsidiary of ING Group, the audit committee of ING Group. The charter of our Audit Committee provides that the
Audit Committee pre-approves all audit and any non-audit services rendered to us by our independent registered
public accounting firm. The Audit Committee has adopted a pre-approval policy pursuant to which certain
categories of engagements have been pre-approved without specific prior identification to the Audit Committee.
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