Committees Supervisory Board
The Supervisory Board (SB) has four permanent committees and one ad hoc committee:
1. Nomination and Corporate Governance Committee (combined)
2. Remuneration Committee
3. Risk Committee
4. Audit Committee
5. Environmental, social and governance (ESG) Committee (ad hoc)
- All committees are by nature fully independent of ING.
- Each permanent committee has its own annex in the SB charter of ING Groep and ING Bank and describes the committee’s powers and duties and complies with applicable regulation.
- The SB has established terms of reference for the ESG Committee, which describe the committee’s powers and duties.
1. Nomination and Corporate Governance Committee
- consists of at least three members and currently meets at least four times a year.
- advises the SB, among other things, on the composition of the SB and Executive Board (EB), assists the SB in monitoring and evaluating the corporate governance of ING as a whole and the reporting thereon in the annual report and to the general meeting, and advises the SB on improvements.
The members are: Karl Guha (chair), Mike Rees and Herna Verhagen.
More details in annex 4 of the SB charter
2. Remuneration Committee:
- consists of at least three members and currently meets at least four times a year. In addition, the Remuneration Committee also meets at least two times a year with the Risk Committee.
- advises the SB, among other things, on the terms and conditions of employment (including their remuneration) of EB members and the policies and general principles on which the terms and conditions of employment of EB members and of senior managers of ING and its subsidiaries are based.
The members are: Herna Verhagen (chair), Juan Colombás, Karl Guha and Harold Naus.
More details in annex 5 of the SB charter.
3. Risk Committee:
- Consists of at least three members and currently meets at least seven times a year. In addition, the Risk Committee also meets at least two times a year with the Remuneration Committee.
- Assists and advises the SB in monitoring the risk profile of the company as well as the structure and operation of the internal risk management and control systems.
The members are: Mike Rees (chair), Juan Colombás, Karl Guha, Margarete Haase, Lodewijk Hijmans van den Bergh, Herman Hulst, Harold Naus and Alexandra Reich.
More details in annex 2 of the SB charter.
4. Audit Committee
- consists of at least three members and currently meets at least six times a year.
- assists the SB in monitoring the integrity of the financial statements of the company, in monitoring the compliance with legal and regulatory requirements, and in monitoring the independence and performance of ING’s internal and external auditors.
The members are: Margarete Haase (chair), Juan Colombás, Karl Guha, Herman Hulst and Mike Rees.
More details in annex 3 of the SB charter.
5. ESG Committee
- consists of at least one member of each of the other committees listed above and meets as often as it determines.
- has been established for an initial duration of two years. After this period the Supervisory Board shall determine whether the ESG Committee shall be made permanent.
- assists the SB with matters relating to the various areas of ESG, including but not limited to, the development of ESG and the integration of ESG in the company and its strategy. In addition, the ESG Committee assists the SB by generally monitoring and advising on relevant ESG developments.
The members are: Lodewijk Hijmans van den Bergh (chair), Juan Colombás, Karl Guha, Herman Hulst and Alexandra Reich.
More details in the ESG Committee terms of reference