|
The Supervisory Board adopted the profile of
the Executive Board in November 2004. The purpose of the profile is
to provide guiding principles for the appointment of members and
the composition of the Executive Board. You can read the entire
profile below.
Profile (‘Profielschets’) for the appointment of members of the
Executive Board of ING Groep N.V.
0. Preamble
0.1 In order to ensure that the Executive Board of ING is at
all times adequately composed as provided in Article 2:158 of the
Netherlands Civil Code ("Civil Code"), appointments to the
Executive Board of ING are made on the basis of a harmonised policy
and vision of the various corporate bodies of ING.
0.2 The purpose of this profile is to provide guiding
principles for the appointment of members and the composition of
the Executive Board.
1. General
1.1 The Executive Board members have a collective
responsibility for the proper functioning and for the proper
discharge of the obligations of the Executive Board.
1.2 The members of the Executive Board shall be guided by the
interests of ING and its businesses. The Executive Board shall act
as a board with joint responsibility and is independent of specific
interest groups concerned with the company. None of the members of
the Executive Board will fulfil functions or take positions that
conflict with the interests of ING.
2. Profile of the Executive Board
A. Composition in general
2.1 Each Executive Board member shall be capable of assessing
the broad outline of the overall policy. Each Executive Board
member shall have the specific expertise required for the
fulfilment of the tasks assigned to him as referred to in Annex 4
of the Executive Board Charter. The composition of the Executive
Board shall be such that it is able to carry out its duties
properly.
2.2 The Executive Board is considered to be adequately composed
if it meets the following criteria:
(a) among its members, there is a proper
dispersal of (a) specific know-how with respect to the various
aspects of the business and corporate policy of ING with regard to
the various social and economic connections of ING in which it is
engaged and of corporate, political and social experience;
(b) its members have an open eye for and
are capable to evaluate (international) social, economical,
political and other developments relevant to ING;
2.3 The Executive Board shall consist of
a mix of persons with executive experience, preferably gained in
the private sector, experience in corporate governance of large
stock-listed companies and experience in the political and social
environment in which such companies operate. In addition, there
will be a balance in the experience and affinity with the nature
and culture of the business of ING.
B. Primary Areas of Competence
2.4 The criteria referred to article 2.2 (a) and (b) of this
Profile can be met if the Executive Board is composed of persons
who are considered leading experts in the following areas of
competence:
a. management of complex multinational
enterprises;
b. international economical, regulatory
and public policy issues;
c. labour and social relations within
companies;
d. retail and wholesale banking;
e. insurance;
f. asset management;
g. audit, finance and control;
h. risk management;
i. legal affairs and corporate
governance;
j. corporate integrity;
k. information technology and
e-business;
l. human resources and management
development;
m. marketing, in particular in the area
of financial products and services.
3. Final Provisions
3.1 As ING’s situation, markets and environment change, the
need of the Executive Board for specific competencies might change.
At the initiative of the Executive Board this profile shall be
reviewed on a regular basis in the light of changing circumstances
and against the background of ING’s prevailing situation.
3.2 This profile shall be published on ING’s website
www.ing.com.
|
