|
Shareholders are not only interested in a good
long-term return on their investment, but also in having a say in
decision-making. ING strives for a modern corporate governance
strategy that takes into account the interests of all its
stakeholders, including shareholders.
Voting rights
At ING, "one-share, one-vote" prevails.
Shareholders and depositary-receipt holders enjoy the same voting
rights. Until 2003, ING's system of depositary receipts did not
carry voting rights and exchanging depositary receipts into shares
was limited to 1% of issued share capital. All voting restrictions
have been eliminated. There are no restrictions for
depositary-receipt holders to exchange their certificates for
ordinary shares.
Proxy voting
Shareholders and depositary-receipt holders can
vote under all circumstances and without any restrictions, whether
they attend the AGM or not. Voting at a distance is called "proxy
voting". This is done by filling out a special form to vote in
writing.
ING introduced proxy voting for Dutch shareholders in 2003. In the
Netherlands, ING works with the Shareholders' Communication
Channel, an organisation that sends proxy forms to shareholders who
have signed up for this service. Only shareholders whose shares or
depositary receipts are in custody with a Dutch bank can make use
of this organisation to vote by proxy.
Shareholders' Communication Channel
In 2004, ING extended proxy voting to international shareholders in
the US and the UK. In mid-2003, about 80% of ING's shareholders
were outside the Netherlands, with the US and the UK together
accounting for 48%. Holders of ADRs in the US automatically receive
information on proxy voting from their custodian bank.
Proxy solicitation
Proxy solicitation means collecting proxy
votes. A depositary-receipt holder or shareholder can transfer the
proxy vote granted to him to a third party, without any
restrictions. A holder of depositary receipts does not have voting
rights, but if he or she wants to attend the AGM, a proxy will be
granted, which can be transferred to someone else.
Those who do not attend the AGM and do not want to have themselves
represented will leave it the body that looks after the interests
of the holders of the depositary receipt-holders and shareholders:
the ING Trust Office.
Appointments Supervisory Board
The General Shareholders' Meeting has the right
to appoint and dismiss Supervisory Board members, based on a
binding nomination from the Supervisory Board. Until 2003, the
Supervisory Board had the authority to select its own members.
Annual accounts
The General Shareholders' Meeting has the right
to determine the annual accounts of ING Group. Until 2003, the
Shareholders' Meeting was only entitled to approve or reject the
annual accounts.
|
