Report
Expert Corporate Governance Service (ECGS)
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ING Groep - 23 April 2019

In general, ING Group ("ING") is in compliance with the Dutch regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 4a, discharge of the executive board is sought. In view of the substantial fine and the ongoing investigation into shortcomings in the execution of customer due diligence requirements in Italy (see below), ECGS is unwilling to grant discharge to the members of the executive board. Accordingly, ECGS recommends to vote OPPOSE.

Under ITEM 4b, discharge of the supervisory board is sought. With reference to comments made under ITEM 4a above, ECGS is unwilling to grant discharge to the members of the supervisory board. Accordingly, ECGS recommends to vote OPPOSE.

Under ITEM 7c, it is proposed to newly appoint Ms. Herna Verhagen as Member of the supervisory board. Although she is considered independent, ECGS has concerns over her aggregate time commitments. Ms. Verhagen is currently already serving as CEO of PostNL N.V. (listed) and non-executive director of Rexel S.A. (listed). Considering her proposed appointment at ING (listed), the number of mandates held would exceed ECGS' guidelines. In view of concerns over aggregate time commitments, ECGS recommends to vote OPPOSE.

ING's solid commercial performance in 2018 was overshadowed by two important issues that adversely impacted the Company's reputation. The first one was the supervisory board's proposal to increase the CEO's annual base salary by more than 50%, which was withdrawn five days after publication, following strong criticism from various stakeholders. The second was the settlement with the Dutch Public Prosecution Service relating to serious shortcomings in the execution of customer due diligence requirements to prevent financial crime at ING Netherlands during the period 2010-16, resulting in a record fine of EUR 775 million. ECGS furthermore notes that, in the beginning of 2019 it became clear that the anti-money laundering compliance issues were not limited to ING Netherlands, but also involved ING Italy, where the Company is currently under investigation by the Italian Central Bank.

Underlying
ING Groep N.V.

ING Groep is a global financial institution based in the Netherlands. Co. is engaged in offering a wide range of retail and wholesale banking services to customers in over 40 countries across Europe, the Americas, Asia and Australia. In addition to the basic banking services of lending, payments and cash management and treasury, Co. provides tailored banking solutions in areas including corporate finance, commercial finance (factoring), equity markets and debt capital markets to help clients achieve their business goals. Co.'s operations are organized along five segments: Retail Netherlands; RetailBelgium: Retail Germany: Retail Other; and Wholesale Banking.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

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Expert Corporate Governance Service (ECGS)

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