ING Groep N.V. (INGA) Earnings Call Transcript & Summary

April 28, 2020

Euronext Amsterdam NL Financials Banks shareholder_meeting 237 min

Earnings Call Speaker Segments

Gheorghe Wijers

executive
#1

Ladies and gentlemen, good afternoon. My name is Hans Wijers. I'm Chairman of the Supervisory Board of ING, and I would like to extend a warm welcome to you, shareholders and representatives of the Central Works Council. So welcome to this Annual General Meeting of ING, as you can see, under exceptional circumstances. These are extraordinary times that we're experiencing, and that requires us all to adapt to these circumstances. And because of the crisis, the coronavirus crisis, we have decided to organize this year's AGM differently so as to comply with the instructions of the government and the Dutch public health institution, which is why we decided to hold a meeting at this site, the Cedar location, Cedar building. And you see that only a limited number of Supervisory Board and Executive Board members are present here in this room. The other members are, and that is quite important, obviously, are participating remotely, and some of them can actually take the floor. And this is to reduce the health risk. And we've also limited the number of shareholders that can attend today's AGM. Those shareholders who have indicated that they wish to attend the meeting -- sounds very unfriendly, but -- will be attending the meeting at their own risk. We are urging everybody, and as you see, this is quite self-evident, to adhere to social distancing, so the 1.5 meter. So please maintain a distance of 1.5 meters at all times. We've also encouraged the option to follow the meeting via the webcast, the live webcast, and to vote in advance and also, insofar as possible, to submit questions beforehand. These questions will be answered during the meeting. Thank you very much for your understanding and for cooperating because this way, we can, nonetheless, hold an AGM. Here, on the podium, you see, on behalf of the Supervisory Board, Herna Verhagen, Chairwoman of the Remuneration Committee; you see myself; and members of the Executive Board, Ralph Hamers, CEO; Steven van Rijswijk, Chief Risk Officer; and over there, Vroukje van Oosten Slingeland, General Counsel of the company. Here in the room, on the first row, you see, on behalf of the external auditor for the financial year 2019, you see Marc Hogeboom, KPMG; and also the independent civil law notary, Joyce Leemrijse of Allen & Overy. The following people are participating remotely that -- in order to make sure that we maintain our -- and fulfill our health requirements: Tanate Phutrakul, Chief Financial Officer. He is taking place through an audio connection. And the other members of the Supervisory Board, Hermann-Josef Lamberti, Chairman of the Audit Committee; and Mike Rees, Chairman of the Risk Committee, are taking part via an audio link. And also taking part remotely, Waldo Bakker on behalf of the external auditor, KPMG; and Sylvia -- Cindy van Eldert-Klep, the Company Secretary. And all the other supervisory directors will be listening in remotely as well. The meeting is being held in Dutch, just as a presentation by the CEO will also be in Dutch. And English will only be spoken if someone doesn't have Dutch as a mother tongue. We have headsets available for everyone in order to be able to follow the meeting entirely in Dutch or entirely in English. Channel 3 is Dutch. Channel 4 is English. As approved by the Annual General Meeting held on April 25, 2006, the meeting will be broadcast live on ING's corporate website. The shareholders have been notified of the meeting in accordance with the law and the articles of association so the meeting can, therefore, pass legally valid resolutions. And I can also inform you that no shareholders have submitted resolutions for discussions at this meeting. And then I have a number of formal announcements to make. Issued shares as per the record date of the 31st of March 2020 consisted of 3,900,494,550 shares. ING and its subsidiaries on that date had jointly 1,315,663 shares. The number of shares on which a vote can be cast is 3,899,178,887. One vote can be cast on each share. The statement of the capital present or represented and the number of proxy votes to be cast will be projected on the screen prior to the first vote. The minutes of the meeting of the 23rd of April 2019 have been adopted and have been signed by the Chairman, Secretary and the designated shareholder Ms. M. M. Grootfaam from Amsterdam and have been available on ING's corporate website since October 23, 2019. The draft minutes have also been available for inspection at the company's offices since July 23, 2019. The minutes of the meeting will be taken by the Secretary. Given the extraordinary circumstances and notarial record, the meeting will be prepared for the adoption of the minutes. In order to make the minutes, we will be recording the meeting. An audio recording will be made. Ladies and gentlemen, in connection with the extraordinary circumstances, as a shareholder, you've been able to submit your questions on the agenda items up to 48 hours prior to the start of this meeting. These questions and the answers to those questions will be dealt with during the meeting. We will be clustering questions and answers as much as possible in line with the agenda items to which they relate, and that will also be recorded in the minutes of the meeting. I'll be asking the questions on behalf of yourselves, and I will then be allocating the questions to the persons present here who will be answering those questions. Should you wish to ask a question during the meeting, I would request you to raise your hand. I shall then give you the opportunity to ask a question. You can then ask a question by approaching 1 of the 2 microphones here in the room. I would urge you, once again, in connection with health issues not to touch the microphones, and after a shareholder has asked his or her question, there'll be a hostess who will clean the microphone with a hygienic wipe. So please don't take this personally. It's got nothing to do with you personally. It's got to do with the health concerns that we all have. There's no any other business, so I would request you to raise any questions you have under the relevant item of the agenda and also urge you not to ask any questions or make any comments with respect to your customer relationship with ING. Obviously, you can hand out compliments, but please don't ask any questions because you can do so at a different point of time. Your mobile phones. Please switch them off or switch off the sound of your mobile phones. Put them on silent, and I'd like to draw your attention to the fact that you're not allowed to take any photographs or make video recordings during the meeting, and this has got to do with privacy. And then in conclusion, as we've highlighted before, this meeting will be broadcast on ING's website, as usual. Right. So how we can organize things. Agenda Items 2a through 2b will be explained separately. After that explanation, there will be an opportunity to ask questions with respect to agenda Items 2a through 2d. I'll ask the questions that have been submitted prior to the meeting. And after that, you'll be given the opportunity to add any questions you may have, and we'll be allocating the questions, first subject, strategy, financial performance, et cetera, et cetera. And then we'll proceed to you other subjects covered by 2a through 2d, and then there'll be questions about 2d on the agenda, which is the remuneration report 2019 and 2d -- and after 2d, we will be proceeding to an advisory vote. Agenda Item 2e and the work carried out by KPMG in 2019 will subsequently be explained by Mr. Hogeboom, auditor of KPMG. After that, there'll be opportunity to ask questions on that item of the agenda. And then Item 2e will be voted on. ING, prior to the Annual General Meeting, once again, used an electronic voting platform. This platform supports our ING's wishes -- wish to involve shareholders in its decision-making as much as possible, not least, because the platform makes it easier for shareholders to register for and vote at the meetings. Of the total registered capital, virtually all registrations and voting instructions have been received via the EVO platform, the electronic voting platform. Voting will take place electronically on all proposals tabled on the agenda for decision-making. A voting pad and chip card have been issued to those with voting rights so that they can vote electronically. And of course, they've been cleaned beforehand. And the voting pad and chip card must be returned once you exit the room after the -- when you leave the meeting. You don't have to hand them in if you temporarily leave the room. We will be explaining how the system works. Vroukje van Oosten will be explaining that later on. Before we proceed to the substance of the meeting, I'd just like to explain a number of items of the agenda. Remuneration policy. That will be addressed in more detail during Agenda Items 2, 5 and 6. Herna Verhagen, member of the Supervisory Board and Chairwoman of our Remuneration Committee, will be telling you more about the policy itself, what it involves, what has changed. I'm not going to discuss that now. But what I would like to highlight is that in 2019, we evaluated the remuneration policy of ING in great detail. We consulted with our customers, society at large, stakeholders we trust. Government organizations has been -- this is a consultation that we had committed to after prior events. And I have to say that we very much valued the contribution of all these stakeholders. It really helped us to find a good balance between the very -- varying points of view that exist in society today. About the dividend, Agenda Item 3. Undoubtedly, you will have read that ING, just like a member of other European banks, has decided to adopt the recommendation of the European Central Bank and to suspend the payment of dividends until at least the 1st of October 2020. This means that we have eliminated the Agenda item 3b in relation to a dividend proposal and will not be putting it to a vote. ING is doing all it can to support our customers and society during the corona crisis. We're working with local representatives of the sector and the government to ensure financial flexibility and our role as a bank and to take the appropriate responsibility, particularly now. Suspending the dividend is an example thereof. ING is financially healthy, more than meets the required buffers set by regulators, but we believe that it's sensible to follow the recommendation of the ECB and, for the moment, to refrain from paying dividend. You'll be hearing more about this from Ralph Hamers. He'll be explaining how we helped stakeholders in these times. You can also read more about it on our website, and this is how we can all make a contribution to supporting customers and society at large where financial flexibility is so important. Today, we're talking -- and let's not forget about that. We're talking about the 2019 financial year. In the context of the coronavirus pandemic, I can imagine you may have questions about the potential impact of the pandemic on ING. We will try to answer these questions as much as possible but not if they relate to the quarterly results because the quarterly results, as you know full well, will be published on the 8th of May, which is when you will be hearing more about all of this. Last announcement before we proceed to Item 2a of the agenda. In general, composition of the Supervisory Board, Agenda item 8, we are asking for your approval on the proposed appointment of 3 new members of the Supervisory Board. Our goal is to ensure that the composition of the Supervisory Board is always such that we can carry out our duties properly at all times. The 3 -- the new proposed members are Juan Colombás, Herman Hulst, Harold Naus. And you'll find more about them later on under Agenda Item 8. But there are also a number of members we're saying goodbye to: Eric Boyer, Hermann-Josef Lamberti. Both are stepping down for personal reasons. Robert Reibestein, as you know, stepped down as per the 1st of January of this year as a member of Supervisory Board, and that for health reasons. I'll be speaking about this later just as the fact that our very much appreciated CEO, Ralph Hamers, will also be leaving us. These are my introductory remarks. Ladies and gentlemen, we will now proceed to Item 2 of the agenda, which is the report of the Executive Board, as included in the annual report, Pages 3 through 91, the explanatory notes to the agenda and the notice of the meeting under Agenda Item 2b. And I'd also like to refer to the chapter on risk management of the annual Report 2019, Pages 162 through 249. And I'm now pleased to give the floor to Ralph Hamers.

Ralph Hamers

executive
#2

Thank you, Hans. Welcome to all of you, all those attending the webcast and people in the room. It's a good thing we have people in the room as well. It gives a slightly different atmosphere, I believe, and it also shows how much you feel concerned by ING, not only concerning the year 2019, which is the topic of today's AGM. I appreciate this, and it's good to see you. Obviously, the report concerns in 2019, but it would be hard for me not to dwell first on developments during the past weeks, essentially, because a lot has changed over the past weeks. The way we have conducted or ran our business over the past weeks meant, first of all, to acknowledge the fact that we are dealing with an unheard of crisis, a crisis that is unheard of and also unknown to us. We are still at a stage where we, as a bank, have to look at the developments in the economy, developments that are subject to influences that are taken in the field of pandemology, fighting the pandemic. We try and forecast such decisions, but this is difficult. And therefore, the key point for us is to stand up for all our customers, many of whom are facing difficult times, to support them. And this is what we're doing. Over the past few weeks, we have defined 3 priorities, and you see them on the screen. Not in a particular order, but these are the main priorities. First is to support our customers, retail and corporate customers, in these difficult times. Secondly, providing support to our employees to make sure that they keep safe and that they continue working. And the third priority is providing support to the communities we belong to. Obviously, our bank operates worldwide, and we are deeply rooted in the economy of about 40 countries out of the 42 where we operate, and we see commitment being asked from us, and we think that's proper, and we try and embody this. Let me give you some examples concerning support to customers. And in mentioning them, I think it's important to point out that when talking about customers and talking about communities, we have to focus on our purpose. We have a purpose, which we defined 7 years ago, and this is our guiding motto in such times of uncertainty. And the motto is that we want to allow people to keep one step ahead of their lines and developments. This is what we use to focus on assistance to our customers. Can we anticipate the problems? Can we, for instance, give extensions of loan repayments or payment deferrals? This is tailor-made work. We try and align ourselves with the authorities, with other banks to make sure that, together, we can provide maximum support for the societies we operate in. Also, several governments have set up guarantee schemes, which we try and shape as best as we can, and we try and use these schemes to help our customers pass through these odd times of crisis of unpredictability. This also concerns the enlargement of possibilities for contactless payment, speeding up digital operations for people who are no longer allowed to visit a bank office or who cannot visit the bank office because they're closed. And this is why these people now have to fall back on digital solutions, but this is not something that all people get to terms with easily. We provide coaching, for instance, allowing people to get to terms as fast as possible with online channels. Now a few words about our employees. We have undertaken lots of actions. The first priority was to make sure that no one would be jeopardized in their health situation to make sure that people could live in safety and then that people could work from home. And of the 55,000 to 57,000 employees, more than 80% are currently working from home. Very rapidly, we made it possible to have capacity in place, to have stable capacity in place to allow people to keep communicating. This has been a huge job. But once this is in place, it's important to take stock of the fact that these people are working from home but that the home situation is not always perfect for giving full attention to one's job. So we have to take stock of home situation. Some people have young children who no longer can go to school. Other people live in smaller flats, which makes it difficult to find proper place for confidential operations. This is something we give attention to and we have a near-daily pulse check with our employees to see whether people are motivated, feel supported. This is something we give attention to, to make sure that they can keep working safely in this way. And then a last point about our third priority. So how do we play our role in society? We do this in a variety of ways. In the countries worst hit by the pandemic, we've conducted campaigns for collecting materials for the Red Cross or UNICEF for organizations that are able to provide immediate assistance to the medical system, and we have indicated we would double the contribution of our customers. That's an example. We have also made some venues available to hospitals to be quickly converted into emergency hospitals for patients. We have made laptops available to families that cannot afford laptops but where the children have to follow homeschooling at the moment. So it's important also to take stock of this. And that's something we did in a variety of countries. In a variety of ways we've tried to respond to needs, trying to support as we can and, to be very specific in the way we play out the role we have in society. That covers my overview of the past few weeks, which really made us aware of what's really important in life. But this AGM is dedicated to 2019. I have to be accountable to you for 2019, where we had one priority, which, you remember, there's been a period of time when we failed to play our role as gatekeepers of the financial system. We launched an improvement program in 2018, and in 2019, our #1 priority was to implement and complete this program. So obviously, we used additional capacity to get the client files in order. We hired more than 4,000 additional FTEs to make this happen. We also bought some tools, as we call them in English. We made a systematic risk analysis on a country-by-country base to get clear information about risks about the activities per country. That's only an overview of some of the issues that we dealt with. We've given a lot of attention to the situation in Italy, in particular, because we were in consultations with a regulator there on the specific ways we should improve based on their findings. So that's an overview of what we did in 2019 to implement the KYC -- the improvement program. But we look beyond as well. We look further, asking ourselves the question whether this is the most efficient way to embody to implement our function as gatekeepers. Can we improve? And this is why we started consultations with authorities and regulators to see to which extent we're allowed to exchange data with other banks, to see to which extent we can use new technologies to filter some payment streams to monitor behavior, to filter out forms of suspicious behavior and to report on them. We've been very active in a number of fields to implement the KYC improvements program, and that was the key priority for 2019, as you know. All this is not at all detrimental to our work. We were also working on controlling nonfinancial risks. That's also a core of our strategy. Why? Well, because, as you know, for 7 years, we have been focusing on the further development of banking. Banking is becoming more and more of a digital business, and that means that people will see banks more and more like a little icon on their smartphone and not as a building on the top of the high street. And if the only thing they see is a little icon, then this little icon should be gateway to accessibility to services, services that are transparent, services that are reliable and that the reputation of this little icon be protected. And therefore it's so important to focus on the availability of systems, of services and to make sure one doesn't end up with any kind of reputation problems. And this is why the improvement program and the focus on nonfinancial risks has become a core part of our strategy. If you look at the development of the strategy and if you ask the question to which extent this change of behavior we want to see with our customers is actually boiling down, you can see the following: You see that already 82% -- or 30% (sic) [ 37% ] of the more than -- which is 40 million of customers never have any other kind of engagement with us than through their mobile devices. That's a huge percentage. 82% of all customer interactions are through mobile devices, and we also see a high level of customer engagement but also a sign that customers get to know us better and better, allowing us to serve them better and better. And the last graph shows us that sales through mobile channels are growing going forward. So this strategy is paying off. And we see that 4.5 billion customer interactions have been through mobile channels. So in other words, there is a huge increase in mobile contacts and mobile interaction with our customers. So therefore, we have to be more and more simple, available with bespoke solutions. And if customers want to see other solutions, we must make sure we can implement them in our services. For instance, Google Pay and Apple Pay have been made available to customers in a variety of countries. In the many territories, we were the first to do so. So where is all of this heading? This is a slide you know. We introduced it 3 years ago when we announced a speed-up of our strategy to moving towards a single platform. And the current crisis is even further accelerating this development. Open the newspapers and you see how important online buying, online consultations, online banking are taking off in these times when, basically, we're all supposed to be at home, where we shouldn't go too lightheartedly to a shop. And this is why we see an accelerated move towards platforms in the world. This is something we started working towards 3 years ago. This illustration shows us that, in our view, in this world, you can have 3 platforms -- platform strategies. The first strategy is to make ING a stand-alone platform. How do we maintain the importance of ING? How do we maintain such a level of trust that customers will select ING for their banking, business banking questions worldwide. This means standardizing across boundaries. The app you know from the Netherlands is the same app we use in Germany, the same app that will be available in Belgium in 2 months. So that means that 20 million customers will be using the same app. And that gives an enormous drive towards ING as the go-to platform. The second solution is providing specific solutions, financial management through Yolt or you have komgo or Contour that are focusing on specific commodities, such as oil, such as soybeans, such as other commodities, and you can build platforms around such transactions. And the third platform strategy is connecting our banking platform to a major platform. We could cooperate, for instance, with Amazon, to make sure that the payments on Amazon happen through ING or that customers can contact Amazon for some kind of retail credits, for instance, provided by us. So this is a development, a shift that we see happening, which leads to a further improvement of digital services and technologies and the provision of cross-boundary, cross-border services. So you have to keep ahead in such processes. Now you know that we have allowed to have fintechs -- we have 200 cooperations with fintechs because we are not always the ones creating the best solutions. We have an ING venture fund with EUR 300 million, and this is just a selection of the methods we used to remain the go-to platform. Now you know that some inventions are successful. Others are not. The key thing is to improve as fast as you can to make things better for your customers, and that is the core of this message. Another example you see here is the Katana platform. This is a knowledge center, an artificial intelligence center providing support to dealers to issue the right pricing in a trading environment. And it proved so successful that so many others who wished to be involved that we decided to make it a spin-off program in allowing others to join the initiative, making sure that the success will continue. And then a last point in support of innovation, that's the place where you are now, Cedar. The Cedar business is part of the Cumulus Park environment that we have created in Amsterdam. If you want to think seriously about innovation, you need to be aware. You need to be conscious that no one has the monopoly to good solutions, good ideas. So we have an open cooperation with universities with start-ups that are situated here in the building that will be located across the street in the Cumulus Park in Amsterdam. We have the innovation departments of other major companies. We try and work in an open environment, as open as possible, to keep shaping that future together. Now what are the results? 7 years ago, we embarked upon a journey trying to turn a digital savings bank into a digital premium banking environment. That was the task we formulated. We saw that online savings were, more or less, working but that all the other banking services, online credit or mobile credits, online or mobile payments, were not under control, and maybe there wasn't demand for these services. However, in the course of the past 7 years, we've transformed ING from a digital savings bank, which tried to provide services to corporate customers and investors, into a premium digital bank where we have 30 million customers out of our 40 million customers as their premium bank. They don't need other banks. They think ING is a completely digital bank that covers all our needs: I can save, I can pay, I can get a consumer credit. And the same applies also to SME customers. And our digital services and corporate are also growing and growing. This is a development and, as you see on this slide, the growth is not limited to 1 or 2 countries. The increase of the number of customers that see us as their premium digital bank is universal. This is a universal trend. We are responding to this, and it leads to savings and therefore to a greater crediting capacity and a greater role in the territories we are working in. But what's our purpose, once again? When you talk about enabling people to move ahead in their private or professional lives, there is something specific. We're talking about people, not customers, and we are not talking about financial services. We are talking about enabling. And that means that other players will see sustainability as a separate heading, but we have embedded the sustainability in this entire journey, and therefore, sustainability is at the heart of our strategy. And in the scope of our sustainability targets, we have defined 2 specific targets outside of ING and a number of specific targets within ING. Well, internal targets are, for instance, how to make sure that by the end of this year, 100% of the energy will be renewable. That's one of our -- one of the targets. How can we further reduce our water consumption footprint? These are the targets you can define as a company. But I think our impact is much larger if you look at our customers, if you look at our role in society. And this concerns self-reliance in society, in other words, how to enable people to feel in control of their financial situation because we see a side effect of digital operations, which is a loss of the sense of the value of money. Many people have difficulties getting by because it's hard to make a budget when everything is digital. But the very same technology can be used to help people learn, make a digital budget. So this is something we have defined targets for. And we have reached over 25 million customers in Europe and a variety of brands, not ING brand, working together with consumers' associations to make sure that such families are given the right support to prevent them finding themselves in debt. And in addition, we have also formulated aims for a low-carbon society. How can we make sure that ING reduces carbon output emissions in the line of the Paris Agreement? We have made agreements, for instance, with the world, with societies as a whole on our credits, our crediting operations, on our indirect CO2 emissions that result from our investments on a further reduction, and we want to exceed what was agreed in Paris. That's the commitment we have publicly voiced. And the positive side of -- is that we can show what we are doing. We have published our first Terra report, and even better is that we see others following. More than 40 banks are doing the same thing. In September 2018, we were the first. In 2019, we were 4, and now we are more than 40 banks that have made similar agreements. That is where impact begins. In August, we subscribed to the Principles of Responsible Banking (sic) [ Principles for Responsible Banking ]. A large number of banks signed this in -- report more than 30%, 35% of all international crediting operations have subscribed to these principles. And I think this is impact. This is a way to really improve society. Now obviously, this move towards decreased emissions and the move towards sustainability also has effects for us. Here, you see sustainable finance, you see client sustainability, you see our results included. Now let me get the figures straight: 61 sustainability credits were provided worldwide, 62 sustainability bonds were implemented for large companies, and 3 green loans were set up. As a result of which, we are among the 5 leading banks in the world. We are really performing well as ING. So we need to practice what we preach, and we practice what we preach. We can use this also to support our customers. This is what we do, and there's a result. This is the result. Everything that we do day in, day out, the way we advise our customers, the way we run our business leads to a financial result, not the other way around. We exist to serve our customers and our societies, and obviously, we look at the figures as well. The results in 2019 were good but not as good as in 2018. In 2019, we saw an increase in sales despite the pressure on the interest rate margins as a result of the low or negative interest that we are facing, and this is mainly as a result of a growth in our customer base. So as a way to offset the interest rates, the low interest rates, we have to grow our customer base. And this is why digital is so important. And we've seen, at the same time, an increase in the cost base. We had to hire an additional 4,000 FTEs to work on the Know Your Customer base. Well, that has a cost also in several countries. We had -- we further improved the labor conditions, which meant an increase in costs in some countries we are growing, which also means hiring new people, which has a related cost. So we had to incur some additional costs. We saw an increase in the costs. We've also seen an increase in the income. But finally, the expenses grew a bit higher. As a result of which, the final result is a bit lower than in 2018, but we have a 9.4% return on equity. And at the end of 2019, we still had a capital ratio of 14.6%, which means that we are a healthy, safe bank which has managed to increase its buffers in certain times, meaning that in the uncertain times we have today, these buffers can be used to help our customers through these difficult and uncertain times. That brings me to a conclusion. Thank you for your attention, ladies and gentlemen. It's almost a disrespectful resume of what -- everything of 55,000 people have been doing over a whole year, but this is the way we have to do it, and if you want to have a full picture, you have the annual report. Our employees have worked so hard, and our stakeholders have supported us in many different ways. I would like to thank them for this as well. And as Hans said before, this is the 7th AGM where I can appear as the Chairman of the Executive Board. The first 3 years were more challenging, 2013 and '14 and '15. You may remember that. We were restructuring the company. We had to further break up the company. We had to launch a new strategy. We needed to get capital. To get the capital, we need to talk to the authorities, then we had many good years. Many things went well. Not everything went well over the past 7 years. But one thing always went well: there has not been any year where I didn't feel the support and the confidence of you and of our stakeholders. And I think, before anything else, I am proud of the resilience and the flexibility of the ING staff. If you see what pressure is coming their way, if you see what's being demanded of them, I am proud of them. I want to thank them and thank you for your confidence.

Gheorghe Wijers

executive
#3

Thank you. But before we give you the last word, you have to answer all these complicated questions. Well, we'll come back to that later on. Ladies and gentlemen, we're going to discuss the report of the Supervisory Board, which is Item 2c on the agenda. 2a, 2b, we'll be addressing the questions later on, and those 2 items, they'll be a bit of a debate. And the report of the Supervisory Board, you will find that in the annual report, Pages 96 through 108. The Supervisory Board met 10 times this past year and dealt with those issues the Supervisory Board deals with, not only supporting the Executive Board, the Management Board but also challenging them and together, trying to implement the think-forward strategy. We've focused a lot on the Know Your Customer AML program. Supervisory Board has, in small groups, traveled across Europe to see what the different challenges were in the different countries but also to give a clear signal in terms of how important that is. We visited Poland, Belgium, France, Netherlands, of course, and we spent a lot of time, and we'll be discussing that at length later on to, once again, closely review the remuneration policy. And furthermore, of course, we've been working on all these initiatives concerning the strategy, rules and regulations but also the impact of low interest rates, the model risk, Basel IV, IFRS 16 compliance, sourcing the requirements for board positions and so on and so forth. And obviously, we also took a close look at the company's financing, taking into account capital liquidity requirements, developments in the field of regulatory issues and committees of the Supervisory Board. A lot is being done in the Risk Committee, the Audit Committee, the Remuneration Committee, Nomination Committee and so on and so forth. And obviously, we dedicated a lot of time to finding new members of the Supervisory Board. New candidates, quarterly results, governance, risk management, et cetera -- culture at ING, you'll be able to read all about it in the annual report. And we'll be happy to answer any questions you may have later on. Now I'm going to discuss Item 2d of the agenda, the remuneration report. Later on, we'll be asking you to cast your votes as an advisory voting item. Remuneration year -- remuneration report 2019 has been printed on Pages 136 to 151, and I'd like to give the floor to the Chairwoman of the Remuneration Committee, Herna Verhagen.

Hendrika W. P. M. Verhagen

executive
#4

Thank you. As the Chairman indicated, the ING remuneration principles are intended to attract, motivate and retain leaders and qualified staff in order to motivate them, as I said, and retain them. And these are principles that we use to find a well-balanced remuneration within our risk appetite, promoting effective risk management. And we're also taking into account our responsibility to our customers, society at large and other stakeholders because their trust is quite simply our license to operate. ING's remuneration principles are very important to achieve the bank's strategy and its purpose to empower people to stay a step ahead in life and in business, as Ralph just said, taking into account, obviously, our risk profile. These principles apply to all employees, including members of the Supervisory -- sorry, the Executive Board, I beg your pardon. We aim to maintain a balance between short-term and long-term value creation for all stakeholders while being responsible and fair on the other hand. In line with the Banking Code, the remuneration policy ensures that remuneration is below the median of the chosen benchmark. And this policy was adopted by ING in 2010 because it was adopted by the AGM in 2010. As the Chairman just explained, in 2019, we conducted a detailed review of our remuneration policy. This was also a result of the introduction of the new legislation regulation, and therefore, we've adjusted parts of our remuneration policy, but we'll be discussing that later on in the AGM. These changes do not have an impact on remuneration in 2019 and don't have an impact on this agenda item. In the remuneration report, we look back on this year, 2019. We report on ING's performance and how the 2019 events have impacted remuneration. We outline the current Executive Board and Supervisory Board remuneration policy and share -- obviously, share details of how we implemented remuneration in 2019, including variable remuneration to the Executive Board. The 2019 remuneration report shows that we're complying as much as possible with the new requirements that Dutch law sets on the basis of the change in law with respect to the implementation of the revised shareholders rights directive. Where practically possible, this report has been drafted in the spirit of the European Commission's nonbinding draft guidelines for disclosure on the content and structure of remuneration report. The report does not fully comply with the guidelines of the new remuneration policy. For the performance year 2019, this format had not been agreed with the members of the Executive Board yet. And to present it now after the fact, retrospectively, in that format is something we did not consider to be appropriate. So 2019 should be viewed as a transitional year. We intend to update our 2020 remuneration report to reflect the final nonbinding guidelines, which we expect will be -- have been published by then. And obviously, we will be taking into account any comments we receive from shareholders with respect to the 2019 remuneration report. In relation to the variable remuneration in 2019, when setting variable remuneration, the Supervisory Board performs what is referred to as an ex ante and ex post risk assessment and outcome can result in a downward adjustment of the variable remuneration. The ex ante risk assessment is in line with existing legislation and regulations. The starting point here, the premise is that members of the Executive Board only qualify for variable remuneration if specific predefined risks targets are met. For ING, these are the so-called common equity Tier 1 and the IFRS return on equity, which we use as ex ante risk measurements. In addition to this, other potential financial and nonfinancial risks are assessed, which can also lead to a reduction in variable remuneration. For nonfinancial risks, we use, amongst other things, our nonfinancial risk dashboard, for which progression on our KYC improvement program is one of the barometers. Taking into account what we've just said, the Supervisory Board has concluded that the Executive Board members did well to deliver our results in 2019. Although the underlying result before taxation and the underlying return on equity decreased as compared to 2018, as we just saw, good progress was indeed made in the implementation of the think-forward strategy. And this is shown, amongst others, by the continued growth of primary customers, which is crucial to the growth of the bank and also the implementation of the KYC improvement program with strong governance from senior management and also further progress in sustainability. In summary, the variable remuneration awarded for the performance year 2019 has been set on the basis of the performance of the group and the individual financial, nonfinancial and risk objectives of the members of the Executive Board. A risk assessment has also been performed, as I just described. For the members of the Executive Board, this has resulted in a variable remuneration at or close to the at-target percentage of 16%. The annual report and the remuneration report, quite specifically, will provide you with more details and more information. As far as fixed remuneration is concerned, in 2019, there was no increase of fixed salary. For 2020, we will be making a different proposal, and I'll be discussing that later on in the meeting. So that concludes my report on remuneration 2019. Thank you.

Gheorghe Wijers

executive
#5

Thank you. Ladies and gentlemen, this is the Chairman. We'll proceed to the questions for 2A through 2D. And once again, we would like to split it into 3 blocks. One on strategy, financial performance, sustainability, including matters such as the impact of corona, not in the first quarter, but in general, general terms, the KYC program. And then other topics that are covered by general policy. And then a third theme or third round concerning the remuneration report 2019. As I said, we received a number of questions from shareholders who decided not to attend the meeting in person, but who have submitted questions. So what I'm going to do is put my shareholder cap on and then I'll put my Chairman cap back on, and I'll say who's going to answer this question. So after the question has been answered, obviously, you'll be given the opportunity to ask questions. Questions will also be answered, but those will be questions that you formulate yourselves. Once again, if you want to formulate questions, I will be pointing out which microphone you can use to ask a question. Please don't touch the microphone, if you can avoid it, and state your name and where you live, if you wish to ask a question. So we're going to start off with the first topic, which concerns strategy, financial performance and sustainability. The question was received from [ Mr. Schmitz ] on behalf of the VEB, the stockholders association. He says, ING, in its annual report 2019, indicates that it carries out stress tests on a regular basis, scenario analyses in which we -- or ING looks at serious, but also most probable scenarios. With the coronavirus pandemic, a material systemic risk has come up. Now the questions. Can ING explain which stress tests were implemented or carried out after the outbreak of the coronavirus pandemic? Second question, which macroeconomic input variables were used for the corona pandemic with respect to correlated factors such as unemployment, GDP, the index for home prices, oil prices, margin pressure. C, what about the input variables? How do they relate to the corona pandemic scenario? How do they relate to the values of near-default scenarios? D, what are the mitigating measures ING can take in order to control the downward pressure? And what is the percentage of CET1 ratio for ING? And E, how many years is it going to take after stopping lending, how many years is it going to take to come back to the current SREP ratio? Please indicate if and at which point in time you can proceed to pay out dividend. Well, typically, I would say this is a question for Steven van Rijswijk. Steven?

Steven van Rijswijk

executive
#6

Thank you, Chairman. With respect to the stress test, obviously, we carry them out regularly on a risk management basis. And you do this in several ways. Often you have a total stress test for the company as a whole. And then you look at stress tests for certain segments or certain countries. And then thirdly, what you do is you look at what they call reverse stress test, how many -- how much capital do I need, how much do I have now and how much should variables drop in order to reach these levels. So it's a reverse stress test now. We do this now, but the frequency of stress tests has increased in order to acquire more information based on what is occurring, growth, predictions, outlooks on growth or downward developments of the economy, GDP variables. One of the most important variables is the GDP House Price Index and the unemployment. And in certain measure, also interest rates, but in this case, to a limited extent. And if you then look at the stress test, I mean the further you go with the stress test, how many -- the more customers will have problems and the risks, the higher risk will be this is how the risk stress test work. This is how they always work, and we just implement them as we always have done. And then there's a quite a specific question about when -- the point in time cycle. Good question. How it works is as follows. If you look at our capital models through the cycle average, this is the average of capital demand or capital requirement. And if you look at the calculation of risk costs, they look at point in time. What are the average risk cost if a customer is in default. So it's done in a different way here. But actually the question here is when have you hit the highest point? Well, we're not there yet, we're not there yet. And we constantly calculate what could happen and what the impact could be on our business, but it's early days yet. If you then look at our capital and capital at year-end, 14.6%, common Tier 1, it's a risk -- sort of risk-weighted capital. You can consider it to be strong especially given the requirements that we have now. You've undoubtedly seen that the supervisors, the ECB, has implemented mitigation with respect to capital requirements, 10.5% now, which means that the buffer that we have has been stretched a bit. And part of the capital need not be in share capital, but it can also be done with subordinated loans. And that helps us. So this is the first layer, if you will. The second layer that we have is that we need to make sure and we do this constantly, we have a good diversification in [ your ] portfolio. Obviously, we are a large bank. And that means that we have operations in many countries, many different kinds of operation. What you need to make sure you do is you need to diversify your operations because in the event of pandemics, undoubtedly, you'll be hit somewhere. But you've got to strike a balance and you've got to make sure that you don't have too much exposure in one and too little exposure in another respect. So -- and then third and we've got models for this, but we've also got our contacts with our customers. You've got to make sure that you're getting in touch with your customers soon if there are any signals that could show that possibly there could be a credit default in future. So this is how you protect yourself against that. It's early days yet to say what that will mean. And in the ING, and Ralph just showed you the slide on customer contacts, and we try to help our customers as much as possible, and we establish contacts with them at an early stage in order to be able to anticipate on any scenarios. And ultimately, what does that really mean? Our SREP ratio, we've already indicated what we wanted, 40.6% right now. And in due course, on average, we're heading towards a certain percentage, but it's early days right now to say anything about that dividend. On the 30th of March, we announced that we're postponing our dividend policy and also based on recommendations issued by the ECB. And as per early October, we'll take another look at that, and we will be informing you.

Gheorghe Wijers

executive
#7

Next question is from [ Mr. Acru ]. I hope I'm pronouncing his name -- [ Acru ], properly. He says, first of all, thank you very much for organizing the AGM and that's not easy in these difficult times. But I very much appreciate ING's transparency in the way in which it is organizing this AGM. I'm proud of the Board and the employees in the way they've organized the AGM. It seems as if this gentleman works for ING. But anyway, you see that in these difficult times, there's an increase in creativity and resilience. And apparently, agile working is in the bank's DNA. The COVID-19 crisis has changed the world, perhaps temporarily, but has changed it drastically. Many companies have liquidity problems and obviously this will have an impact on the bank. I have a couple of questions. I'm going to categorize them per topic to make things easier. Thank you very much for that. ING Group N.V. have decided to postpone its dividend payout for the year 2019, and so it'll have the money in the till. My question is what ING intends to do with that money. Are you going to strengthen your liquidity position? Are you going to take provisions? Are you going to strengthen shareholders' capital? I would like to hear an update of your dividend policy. Mr. Hamers?

Ralph Hamers

executive
#8

In fact, it has to do with 2 things. First of all, dividend, we've pointed out before that we followed the recommendations of the ECB in terms of postponing dividend 2019, which means that, for 2019, that, that dividend is being kept in reserve. So that means to say that we're doing nothing with that money. It doesn't go back to capital. It remains in reserve as part and parcel of our own capital. But we're not using it and not allocating it because, in October, we want to see in which measure we could pay it out or not. And this is more or less how we're looking at that, 2020. So we are postponing dividend policy. So insofar as we would make a profit, that would be used to run the bank.

Gheorghe Wijers

executive
#9

Thank you, says the Chairman. A question from [ Mr. Schmitz ] of the VEB, the stockholders' association. As part and parcel of the package of government intervention, the government is asking banks to take the responsibility and to be flexible in lending to private sector. The government is presenting this as a temporary measure, but it is expected that this measure is going to have a long-term impact on the performance of ING. And now a number of questions. How long does ING think it will experience the impact of the fact that ING is used as an instrument to save the real economy? Wouldn't it be uneconomic to ask ING to provide more funding to companies precisely in a time in which there's a downturn in the economy, the duration of the recession is unclear and also how deep the recession will be? And what are the parameters that are being used to decide which companies will be given financial support and which were not? And the fourth question, in the light of these extraordinary circumstance, the ECB has inferred or suggested that the Pillar 2 guidance, the capital buffer, could temporarily be eliminated. Do you think this is desirable? And will it contribute to the stability of your bank? Ralph, Mr. Hamers?

Ralph Hamers

executive
#10

Well, those are many questions in one. Well, the first question is very difficult. How long is this going to continue? Well, whoever knows the answer to that question, well, I'd love to talk to that person because that would really help in planning. But it's very complicated. And because it's so complicated, the government is really rolling up its sleeves to support businesses precisely because it's so difficult to gauge the situation, support to companies, the NOW regulation in the Netherlands, but there are many, many other regulations. But in terms of credits and loans, when we've got the loans -- the lending that we have right now, we're looking ourselves, looking at how we can help our customers get through these difficult times. These are so-called payment holidays. So it's a deferral of payments, of repayments of loans, also interest, depending a bit on the country in which we're operating. But -- and I think the government is quite right in seeing this, for additional lending, it's such an uncertain situation for companies to carry out investments or to apply for credit increasing their debts, whereas they have no idea what their revenue is going to be like after the crisis. But it's also uncertainty for the bank because we have to make an estimate in terms of when this debt will be repaid. There are several rules for that, and different rules in different countries. And in many cases, this leads to a partial or a complete government guarantee to make sure that the government -- that the businesses and the consumers can get through this crisis. So yes, we have customers and we deal with credits, and we know that we're running a risk. This just goes with the territory, really. And lending is very difficult. You try to make proper arrangements with the company, the consumers to see whether you can do so within the framework of rules. The rules also that the government imposes in terms of guarantees. So this is the way we're looking at this. And depending on when the situation becomes clearer, only then can we really start working on economic scenarios in order to determine what the risk is exactly that we've got in our books. What are the conditions or requirements in using these arrangements, our arrangement, in terms of payment deferral or arrangements and measures offered by the government? Well, ultimately, there's only one general condition that the company or the customer concerned has to have been healthy prior to the outbreak of the corona pandemic. And this is a determination we need to do because if the customer and if the business was healthy, at that point in time, I was complying with all its liabilities, all its obligations, payment obligations, then the company does indeed qualify for such an arrangement. And on the one hand, this is quite a straightforward rule. And I suppose it's subjective per bank as to how you go about it. But, well, if a company was a healthy company prior to the crisis, then you qualify for these arrangements. Now as far as room for our capital. Our regulators have given us more room in order to use our buffers, whether or not that's sensible, that was the question. Well, banking is a matter of taking risks. Banking is also working through the economic cycles with your customers, which means that in good economic times with good performance of the bank, you try to strengthen your buffers as much as possible so that if there's a downturn in the economy, if losses have to be taken, that you can use the capital that you have in place by taking this risk or writing down or taking impairments. So in principle, I think that the leverage that is being given is a normal way of supporting banks in this crisis and a way of supporting customers. So as such, I would say, the way in which such a leverage is given to the banks, I think that's a good way to -- I don't know what I'd like to mitigate this crisis and to make -- to give the banks a bit more resilience.

Gheorghe Wijers

executive
#11

Thank you. The next question is also the question of the VEB. Does ING believe that the bank has sufficient capital buffers in order to absorb the financial shocks of the corona pandemic? And if so, which reasons? Is it conceivable that there's a scenario in which ING would be forced to gather or to acquire new share capital in order to secure its continuity? Steven?

Steven van Rijswijk

executive
#12

Well, actually, this is -- this ties in with a question that was asked earlier on. We have risk-weighted capital of 14.6%. As I said earlier on, if you look at the new capital requirements, now that the new regulation has been -- has taken [ for CAD 5 ]. This is the fifth regulation in terms of capital that was only going to enter into force next year, but the ECB has done so now. So now we need a risk-weighted capital of 10.51%. So we're well above that percentage. And I just said that we have a policy in which we want good spread in sectors, countries and operations. So we keep an eye on that. And in general, we are funding credit levels that they call senior. So we're at the top of the credit levels, which rights that -- with rights that are often better than other parties. We have collateral. We've got mortgages. But also business loans with collateral, so we have that in most of our loans. So all these -- these are all reasons why we have a strong capital level. Now also with respect to the new capital requirements, and at this point, we do not intend to issue any shares.

Gheorghe Wijers

executive
#13

Thank you. Once again, a question by [ Mr. Acru ]. Where last year, the bank had a relative number of nonperforming loans based on the current crisis, so the current impact apparently -- probably is different. So what's the current status of number of NPLs? How many customers have asked for a delay in the payback or the redemption? How are you going to solve this for this year? And what's the impact on this year? Well, Steven, that's one for you, I think.

Steven van Rijswijk

executive
#14

It is. It is. Thank you. Well, NPLs essentially mean that there is failure to repay a loan. If you have failed to fulfill your obligations for 9 days, then that's, as my auditor shows me, that's stage 3, and that was 1.4% of the total number of loans last year. And for Q1, we still have to see. We're at the AGM. So it's a bit early in time. But let me refer you to next week, Friday, the 9th of May, when we're going to present the first figures. And then there may be a possible impact by the corona crisis. Although the crisis started only essentially in March, but we will present our figures then. We have seen a number of customers who have asked for a delay in the repayment of their loans. That is correct. This happened in a number of countries, and it concerns mortgages for some countries or consumer loans outside the scope of mortgages in other countries. There's also a number of loans in the field of SME or major companies. Not all countries have followed the same structure. But they have acted to the best of their knowledge or in line with the policies of the countries. It's too early to mention this in detail. We can do that next week, but we are dealing with thousands of such requests.

Gheorghe Wijers

executive
#15

Then [ Mr. Acru ] also asked the following question. Recently, the European Commission announced its intention to remove 1,000 billion from the markets to fight the crisis. Whether this will be by so-called Eurobonds or other form of bonds isn't clear. But obviously, this is an opportunity to work also to save money for the market. Will your bank be involved in this? And if so, for which amount and under which conditions? Well, Steven?

Steven van Rijswijk

executive
#16

I think this is premature. We, as a bank, first of all, want to use the funds and the management to serve our customers. That's what you find in our purpose, but also it's the rationale of a bank. That's the first point. Then secondly, we want to have our liquidity in order and that means you have to hold on to some investment portfolios. And then when you have high-quality liquid assets, for instance, high-quality bonds that can be converted to cash quickly, then that may be a reason for attracting such bonds. I'm not sure to which extent these bonds meet that requirement that we wouldn't deviate from our regular investment policy here.

Gheorghe Wijers

executive
#17

Thank you. Now a number of questions have been asked about the Know Your Customer enhancement program. First of all, some questions from [ Ms. Gors ] on behalf of APG, PGGM, [ NM and US at Federated Hammers ]. Yes. The previous years were difficult for ING, in part, given the AML events and the need to improve the capacity to fight financial economic crime. In the report of the Executive Board, we see that strong compliance culture and stimulating integrity are key to reduce risk. Given the position of the CEO that will be available at the 1st of June of this year and the possibility to move roles within the Executive Board, we ask ING to keep safeguarding compliance and risk management in the future Executive Board. How are you intending to do this? And will there possibly be a Chief Compliance Officer in the Executive Board? I will answer that question, ladies and gentlemen. Obviously, when a vacancy appears in a board, that means the entire board has to be reshuffled. We see no need to do this currently. We have the CEO, the CFO and the CRO as members of the Executive Board. And this entire improvement program of KYC in there has been entrusted to the CEO, who has been working on this very effectively -- or the CRO, pardon, who has been working on this effectively. We do not think this should change. Next question about APG. ING currently has a number of initiatives to further strengthen its compliance and risk management such as a compliance risk culture, more of controlling global data ethics and the program called i for integrity. Also, 2018 saw a behavioral risk team in order to assess behavioral risk to develop interventions to support management and to improve the behavior risk culture within the company. Yet to which extent has the culture changed? What are the main findings of the behavioral risk team concerning additional behavioral risks? And what interventions or mitigating measures are being taken or will be taken? Well, that's a question for you, Steven.

Steven van Rijswijk

executive
#18

Thank you. Well, you see a good risk culture is an important feature. And it is basically a combination of norms, attitude and behavior. And it's essential to be a safe, compliant and successful bank. That's a #1 assessment. So what have we done? We not only looked at our governance and our business processes and all kinds of absolute measures. We also want to look at our behavior, the way we wish to interact with one another. And therefore, we set up a behavioral risk team consisting of people who usually will have a background in psychology, who have a degree in psychology or try to look at the drivers of our behavior and such drivers can be formal and informal. Formal drivers are the structure of governance and decision-making processes, the official communication lines and also the way assessments are formulated in the light of this. This is the way formal interactions are shaped within a company. But then there's a second set of drivers, the kind of inner drivers people have. Are people familiar with KYC or nonfinancial risks? What is group behavior? Are people able to act on behavior? Do they have the skills and the training to act appropriately? And then you have another formal line of behavior, which is the level to which the organization enables people to actually behave ethically. So our team started looking at formal and informal features of behavior that may represent an additional risk or reduce a risk for the bank and they didn't do so on their own. First of all, we looked at the risk culture, adding it as a feature to what we have already. Orange Code, our program, is already about the way you behave. If we assess people, we don't only look at their performance, we also look at their behavior because behavior is something you can see and therefore measure. You have norms, and therefore, you can measure behavior against these norms. And the Orange Code program has seen an addition and the addition is a code of conduct, a number of principles that we have agreed. And within the Orange Code, we try and share, support each other's success. We want to take ownership of processes. And we try and work and look ahead. And we have added a code of conduct. Fourth, risk-based principles according to which we should behave in our view. These elements are also introduced into the appraisal system. And that means that, every 6 months, we take this behavior on board on our assessment of the way people behave in the light of our behavioral system. So what about the behavioral risk team? It's basically like a GP seconded by a team of experts. So risk management as a whole is like the GP, the family doctor, and then you have a SWAT team coming in looking specifically at behavioral as -- behavior as an aspect. So the team has looked at individual motives and drivers. Let me give you an example. If you look how processes have been set up from the point of view of KYC, this has been broken down in some processes. And that sometimes makes it more difficult for certain groups understand why other groups behave in a certain way because I don't understand the nature of that specific part of the process, these specific targets. So we bring such teams, such groups together to have a broader understanding of the process as a whole. And this is what is called the whole system in a room. You bring different nuts and bolts together to try and understand why from a certain point of view, it's difficult to come to better results. That improves understanding. This improves governance because once you have formulated a joint target, how can you improve governance to achieve that joint target? How then can each segment be described in our rules and regulations and how can communication be improved? So we, for instance, the contents from people from one department to another and the other way around to improve mutual understanding. When things were not functioning well in processes, this led to frustration. People saw something going wrong but didn't know where to flag this. So we set up a committee improving or facilitating the flagging process towards the decision-making bodies, having a more rapid loop of feedback. How is all this measured? The scale of measurement is the speed of improvements in the KYC process. So this is how we measure improvement.

Gheorghe Wijers

executive
#19

Thank you. There also is a question on behalf of [ Mr. Schmitz ] from the association of shareholders, VEB. To which extent KYC research really can be done by computerization? To which extent can you share whether the investments, in essence, in [ SBL Group ] have paid off? For instance, by reducing the staff cost for KYC? Ralph?

Ralph Hamers

executive
#20

Well, many things are done on a process-based approach and everything that needs to be supplied on paper obviously can be digitized. So therefore, we think that automatization, digitization are important instruments in making sure the KYC program becomes ever more efficient. And as Steven already said a moment ago, still, these processes are made up of different segments and it's important to know how the different participants will operate and develop. So before you turn to automatization, you need to have a full picture of these segments. This is what we do in our structural solutions, trying to find the best way to deal with customer files, to store the files, to determine the place of where we store the files. So determine access through these files. We invest in setting this up. We also invest in systems that help us detect suspect transactions or a series of suspect transactions or suspect behaviors throughout transactions. This is some of the examples that can help us move forward and it is even more important that they help us become more effective gatekeepers to the financial system. We have new players on the block. We have new technologies. Several were already mentioned, and there are more. And some may be more successful, some may be less successful, nothing new there from the point of view of innovation. Some of these features will really make our gatekeeper role more effective. Others, to a lesser extent. And as a rule, our policy is that when processes are mature to [ automize ] them as much as we can and to document digitally as much as we can, meaning that some of the capacity that will be made available in this way can be used somewhere else, and that's important.

Gheorghe Wijers

executive
#21

Thank you. Now once again, a question on behalf of VEB. What's the state of play with sharing transactional data with the 4 major bank of Netherlands? Under which circumstances this may be done in the light of the European general directive on personal data?

Steven van Rijswijk

executive
#22

Yes, last year, the -- or 2018, the major banks announced their wish to look into the possibilities to move up, to move jointly in analyzing and monitoring payment transactions. Step 1 was a MVP, definition of a minimum viable product, an experiment looking at a limited number of transactions to see whether the system works with its better than individual projects. But also if you look at the compliance with the law on fighting money laundering and terrorism and compliance with privacy legislation. So the aim was to limit the risks of violations. So for instance, the choice can be to focus on a specific segment of customers, corporate customers, for instance, and also the valid interests, the degree to which the law allows us to share the information, to share the data. And we are also communicating with the data protection agency to see to how far we can go and we cannot go. That's where we stand today.

Gheorghe Wijers

executive
#23

Then a question from VEB. Have the regulators, in the countries where you operate, defined any deadlines for the KYC processes? And are any fines connected to not achieving those deadlines?

Ralph Hamers

executive
#24

We have come to a settlement with the Public Prosecution Office in the Netherlands. And this settlement attracted a lot of attention from foreign regulators. On the one hand, we had achieved such a settlement. We already introduced an improvement program which had been developed based on the problems in the Netherlands. But at the same time, back then, we indicated our intention to implement the improvement program abroad as well. So we already had a program in place. We're already implementing our program in several countries. And at the same time, some local authorities became interested in paying us a visit as a result of the settlement, to be informed about the settlement, to be informed about the issues there, and some of them conducted their own inspections. Both our own actions and these inspections have led to very positive findings, things being in order, but also some points of improvement were formulated. They led to either new programs or fines. Well, where such fines would be substantive, in our view, we will make them public as we have done with Italy.

Gheorghe Wijers

executive
#25

There was another question by [ Mr. Acru ] about the impact of corona on the quantity, the number of nonperforming loans.

Steven van Rijswijk

executive
#26

I think I already answered that question. I said already that in 2019, the percentage was 1.4% and that it's still premature to address this now. So I refer to the presentation that will be given on the 8th of May.

Gheorghe Wijers

executive
#27

Now before we move to sustainability and the remuneration report for 2019, I'm looking at the room. Are there any questions about the issues that we are discussing right now? Unfortunately, the interpreter cannot hear the speaker. Move to the microphone, but don't touch it, please. I'll switch it on. And now please formulate your question. What is your name?

Unknown Attendee

attendee
#28

This morning, I traveled 150 kilometers. And -- and I wanted to go to Rabobank but something went wrong. So I've been sent here. So I want to ask a question to the Board. Eight years ago, I asked a question, I didn't get an answer. I have a few questions. I'm disappointed in ING. So well, let me give my comment. After the banking crisis, what do we do now? I have not built up a pension. I should have done so with hindsight, but I do have some assets. I bought shares. I bought ING shares. This is the state within the state of Netherlands. And I wanted to have a dividend rather than a share price development, but there is no dividend. And in 2020, there will be no dividend base. Do you think that's fair? I have 40,000 shares. I should have received EUR 80,000 in dividend as a pension. Now I have no dividend. I don't have a pension. And I don't think you should have the shareholders pay for all this. Use bonds or football clubs. I think it will be fair for the Executive Board to participate. You have this beautiful logo of a lion. But what's happening to the lion? It's lost all of its teeth. The lion's getting hungry and will die from hunger. So -- and if you pay -- if you don't pay any dividend, I'll lose everything. I'm an elderly person. I didn't come here for nothing. So my question to Mr. Hamers is you're in your last year with ING. Maybe if you can make dividends still be paid out, then you have at least one satisfied shareholder. That was my question.

Gheorghe Wijers

executive
#29

Thank you. My appreciation for the fact that you traveled so far by car to get here, my appreciation for that. Now as for dividends, maybe it's appropriate to give some more comments. It was already addressed.

Ralph Hamers

executive
#30

Yes, when we're talking about 2019, then in August, we paid out an interim dividend. So that's already an amount you received and the final dividend has been suspended to the end of October of this year, off to see whether it can be paid out or not. So that's the state of play concerning dividends for 2019.

Unknown Attendee

attendee
#31

Well, Mr. Hamers or Mr. Chair, I mean I'm an elderly person. I don't have many years left to live. But every 10 years, these banks have an inconvenient moment, and they have a difficulty paying out dividends. Maybe I shouldn't have invested because maybe I was stupid. My wife and I had a little company. We sold it, and I didn't accrue a pension. I should have done with hindsight. I'm aware of that. But no worth crying over spilled milk, indeed.

Gheorghe Wijers

executive
#32

Well, as I said before, at the request of the regulator, the dividend has been deferred. I think we just commented on that. It was a very clear, very, very clear request from the regulator. We had to abide by that. After October, you will know what will happen. We feel for you, but we can't do anything here.

Unknown Attendee

attendee
#33

Okay. Yes. Yes. Okay. Me, as a shareholder, it's difficult for me to hear this.

Gheorghe Wijers

executive
#34

I understand, sir. But now I am concluding this discussion. Any other questions? Yes, please, over there, the gentleman. You can use microphone #2. Please don't touch the microphone. Please go ahead. Please mention your name for the minutes.

Unknown Attendee

attendee
#35

Is this a good distance? My name is Andrei. I came from Divonne direct from Amsterdam. So I traveled much less than the previous speaker. I would like to express my gratitude for the clear presentation of the results, particularly results in the field of sustainability. I really appreciate the bank wants to be so active on sustainability. I'm less dependent on dividends so I'm less concerned. Although I fully sympathize with the problems of the previous speaker. Something I want to share is the following. I appreciate your policies are in the field of the sustainability and fighting fraud. And I hear you have employed 4,000 new people. Still, I have some skepticism. I have seen many cases about scams of Microsoft. I've seen TV programs, on Dutch TV, which are about payment innovations, including the payment innovations of ING. And we know QR codes. And the bank luckily said that damages would be paid and that some of the innovations will be withdrawn, which has not happened to the Microsoft scams. But I saw people losing their savings, even the savings accounts of children were emptied with a very simple trick where a criminal ask for a payment and by asking for a small payment, the criminal manages to enter the accounts, to empty savings accounts, to increase the withdrawal limits and banks have been informed about the shortcomings. I have done so myself. Your fraud department has been informed by myself. And the answer was that they were fighting this problem, but still, we see case after case of savings accounts being emptied. There's a simple solution. People can receive an additional code. Then people have to freedom to risk live dangerously or not. But then the QR code has an additional code. So when -- because otherwise, QR codes can allow criminals to get access to the full payment of customers. It's been said time and again, but we see no replies. And I'm very happy that you're involving other partners to improve the quality of your services. But talk to those people who were defrauded and don't have legal proceedings with them. Because all these Microsoft schemes ended up with no damages being paid to people who did one little payment operation. And so all their savings, their children's savings, evaporate. And if this gets out into the open, I hear that savings accounts are still one of the cornerstones of banks, and I'm very grateful for that. I'm very happy with that. And I'm very happy with the rapid payment operations, but it needs to be safe. And if you can easily improve payments, do so. Please sit down with the victims of fraud, take their position on board and don't litigate with them, don't keep them outside, take -- involve them. Currently, they are simply hearing, you gave the code, and so your fault, it's your damages, whether it's $30,000 or a couple of thousands. For some people, a couple of thousand is a lot of money. Please respond.

Ralph Hamers

executive
#36

Absolutely. Thanks for your remark. And obviously, the amounts can be huge for some people. And for some people, a small amount is a big amount. So I take your remarks to heart. We are becoming more and more digital. And there we have to find new solutions and to make sure that the new solutions are robust, are resistant against new types of fraud. We always look at 3 aspects. The first aspect is related to prevention, preventing fraud. How can we protect our own systems? Meaning, people can't get into our systems too easily and at the same time, people often communicate with our systems. And therefore, we develop on the security of the networks our customers use. So therefore, we try and inform customers. We have an information platform on safe banking, where you see what you need to do to stay safe. Together with the Dutch association of banks, we conduct regular campaigns to keep people informed about phishing, about other risks, about the danger of giving codes to people, on the risk of double-clicking on messages. So we try and raise awareness as much as possible. Our own security is one thing, but even if we have perfect security, but the door is opened every day by customers and they create dangers, then people can still get in. The second focal point is fighting fraud. When fraud happens, customers need to report as quickly as possible and need to report to the police because then we can launch an investigation, then we can understand what's happening. We can understand how criminals operate in these circumstances, in these environments. And then we can start protecting the data of our customers and the bank itself. And then a third point. If you look at the QR code, then in relevant cases, we do pay damages, and we have done so with QR scams. But if it is really something that can be imputed on customers, we can make another assessment and not pay damages. But you just referred to the QR code case. In that case, we did pay damages. It's something we need to do together. I think it's perfectly valid you raise the issue because we are dealing with the new society. We need to inform each other. We need to inform customers, don't simply hand out your codes. And then finally, if things go wrong, you need to find out which cases occur, how they can be prevented. And in relevant cases, we do pay our damages. So that is my question.

Gheorghe Wijers

executive
#37

Microphone #1, please. And please, just for the sake of completeness, your name and where you live.

Robert Vreeken;We Connect You;Director

attendee
#38

Yes, Mr. Wijers.

Gheorghe Wijers

executive
#39

No, I mean your name, not my name.

Robert Vreeken;We Connect You;Director

attendee
#40

Yes, but I'm trying to communicate. As -- well, we all know each other. We've known each other for about 10 years. My name is Robert Vreeken, We Connect You Public Affairs and Investor Relations. I'm here particularly to realize the VOC, the East India Company mentality as proposed by Mr. Balkenende, who's not present here today, and Peter Hartman. And he's now a member of Supervisory Board of KPN. Now I'm interested in KLM, ING, ABN AMRO, Philips, Shell and particularly, KPN and PostNL. And that is because of the following reason. In line with the example set by indiscernible] and he was Director of PTT, who is the inventor of a cable, brilliant director of post and telephony. And in line with that, I am working and there is some similarity between ING and IEX, and that will interest you, Mr. Wijers. Because if we go back in time, 1991, Mr. Hamers and myself joined ING. And within 2 years, we became the best emerging banking operation in the world. That was a great accomplishment. Within 7 years, we were among the top 10 of the most renowned banks, well-known banks in terms of image. And this generated EUR 1 billion additional profit. And you know what the share price was at that time? It was EUR 28. And now it's EUR 5. So it's time we go back to share price of, for example, EUR 15. Now -- and it's simple to do that. You can do that by means of communication. I've advised Mr. [ Homer ] and Mr. Hamers later on, but nothing was done with that information. And it's wonderful, Mr. Hamers, he realized because he was one of the most promising people at the time, he realized that we were becoming the most sustainable bank in the world. But this bank was penny wise, pound foolish. Mr. Hamers, he was interested in the WakaWaka. He was interested in the most sustainable chair heating in the world and also the sustainable shower. He was interested in that just as his fellow CEO, Paul Polman. This was outstanding.

Gheorghe Wijers

executive
#41

I would urge you to ask a question. This is also one of the essentials of excellent communication. You must know that.

Robert Vreeken;We Connect You;Director

attendee
#42

Yes. But sometimes, you need to warm up a bit before you can get to the point. Because if you go from EUR 28 to EUR 5, I mean it's necessary to really do something about it. If I then look at sustainability now, and every disadvantage has its advantage. We have the sustainability target of 2030 has been achieved. So we are in the cleanest country in Europe. And Mr. Hamers is going to move to Switzerland, which is the most expensive country in the world. And we're dealing with the penny wise pound foolish policy because after [ Mr. Lanos ], Mr. Hamers is moving to UBS where they pay good salaries between EUR 5 million and EUR 10 million a year. This country, which is why I referred to IEX, you were Chairman of the Supervisory Board of IEX and ING. Now both companies or both organizations are training institutions. The top players of IEX are playing in top clubs in Europe. [ Mr. Lanos ] was a top player of ING. And also Mr. van Rijswijk, they are being trained here, they're fully paid. And then they will go to, for instance, UBS. What is it that you're going to do about this as a Supervisory Board, for instance? And this is a question.

Gheorghe Wijers

executive
#43

This is a question about remuneration policy. We'll be dealing with that later on. Please ask your question.

Robert Vreeken;We Connect You;Director

attendee
#44

ING is no longer the most sustainable bank in the world. What is it? What is the current situation? What is our position in the Dow Jones Sustainability Index? How can we become #1, the most sustainable bank of the world? That's a clear question. Thank you.

Gheorghe Wijers

executive
#45

We really need to limit it to this. Thank you. Ralph?

Ralph Hamers

executive
#46

Thank you for your question about sustainability. There are several indexes, Down (sic) [ Dow ] Jones Sustainability Index. There are other ones. The CDP is one of them. I showed that on the slide screen. It's a sort of -- they're sort of list -- the list of the most sustainable companies in the world. And this A list of CDP, there are only 3 Dutch companies. ING is one of them. And so the purpose is not to be the most sustainable. The purpose is, within our policy, to create a loan (sic) [ low ]-carbon society. It's all about how we can make sure that we can comply with Paris Agreements and even be a bit more ambitious. And our sustainability policy consists also of how we can make sure that the society in which we operate and the people who live in this society understand and continue to understand the value of money, and they can sustain themselves. These are the 2 pillars of our sustainability policy. If, by chance, that leads to a very high score in an index, we'll be happy with that. But we're more interested in the substance and not so much interested in the ranking.

Gheorghe Wijers

executive
#47

Thank you. There were several questions about sustainability, and I'd like to deal with those questions now. First of all, a question raised by [ Ms. Hanko ] of the VBDO, the association for sustainable investment. VBDO would like to congratulate ING with its publication of the tariff progress report and for signing the climate action commitment of UNEP. VBDO would like to emphasize that the physical impact of climate change should not be underestimated, but also for financial institutions in general. In 2019, along with UNEP and other financial institutions, ING developed transition of physical climate risk models. And in 2020, ING will start by identifying the physical climate risk in its credit portfolio. When does ING expect to see the first results? And will the information generated by the models lead to a strategy concentrating on climate adaptation? And are you also looking at the financial impact of the physical risks? And are you going to mitigate the actual impact of the physical climate risks on society at large. Mr. Hamers?

Ralph Hamers

executive
#48

Well, that's a long question. We set up a climate change committee. We've got a CRO in the committee, but also the management board member for wholesale banking and within the CCC, the Climate Change Committee (sic) [ Committee on Climate Change ], we look at the development of these physical risks as a consequence of climate change. The way we want to report on this is a way that -- well, actually, we made arrangements, the task force for climate-related financial exposures, so that we can be sure that what the banks report is reported on the same way. That's an important facet. But there's another important facet. And we do actually look at the physical risks and hence, the risk in our loan portfolio. And if you then -- if you really zoom in on the risk, you find a risk in the urban areas. I'm talking about floods and storms and tornadoes. But also the food and agricultural sector. Those are the most -- the 2 most important sectors, if you will, that are already being impacted by climate and these are the 2 areas in which we will be reporting first.

Gheorghe Wijers

executive
#49

Thank you. Next question raised by the VBDO, the association for sustainable investment. VBDO would like to complement ING with the update of its Human Rights report in 2019 and the pilot that it conducted in that same year. The lessons ING learned and the follow-up steps have been clearly described. And furthermore, ING has started by -- started describing the situation concerning the salient issues related to employment conditions and working conditions in the supply chain, such as child labor, forced labor. VBDO is curious to find out in which measure wholesale customers or commercial customers have to report on themes with respect to working conditions. And can ING, in 2020, report in more detail about measurable results in -- with respect to this topic? Ralph Hamers.

Ralph Hamers

executive
#50

Well, the position that we have to talk to customers about their company, their business model, well, given that relationship, we go deeper. We not only talk about how they make profit, but under which conditions and the risks they run and perhaps any abuse of human rights and this concerns child labor, forced labor. These are issues that you want to talk about with your customer. Of course, you can ask your customer to report on that, but then it's all about what their interpretation is, what our interpretation is, how deep are you going to go into this value chain. Are there issues in the -- or ramifications in the value chain that they're responsible for or not. So what we try to do is make a scan of data that we have -- have risk or sustainalytics. And then based on those data, we match those data with certain businesses, certain companies and that way we automatically end up discussing the matters properly and carrying out measurements. By the last quarter of this year, 2020, we really want to take a first step in this respect.

Gheorghe Wijers

executive
#51

As you know, VBDOs are very involved and engaged to stakeholder, always ask questions during shareholders' meeting, and I still have 2 questions that they've submitted. The first question is VBDO encourages innovative initiatives in order to increase diversity and inclusion in organizations and is interested in the 70% principle that ING has followed since 2018 in order to form diverse and well mixed teams. ING has pointed out that within teams, there has to be a 30% difference in persons based on appropriate dimensions of diversity. Agenda, nationality and age taken on board here are taking into account. ING has indicated that in 2019, it has worked on setting up dashboards in order to be able to follow its progress. And can ING give us an idea of the results it expects in 2020? And what is it ING going to focus on?

Ralph Hamers

executive
#52

Well, we've started this -- or we perfected this policy rather in 2018, and it's about a maximum of 70% of your team consisting of one of these 3 facets of the gender, nationality or background because diversity is very important in terms of nationality background in order to be a good reflection of the society you operate in and this international dimensions of ING. And then obviously, also age group, not age but age group, so that you have a good mix, if you will, of people in representing different age groups in your team. So we started doing that 2 years ago. And this responsibility lies, in fact, with each and every manager that needs to engage in composing a team on that basis. And so these managers will also have to look at succession list with respect to the members of the team in order to make sure that the successes are there, candidates are there in order to comply with the 70% principal. We have implemented several actions. We have designated special ambassadors within ING that are fostering this, that are drawing the attention of managers to this issue to actively pursue policy in this respect. We measure this per layer, per echelon, per manager and if it ends up on our desk, we also look at that if new people are being proposed for teams. And we have initiated a great number of actions that are, in fact, ongoing as we speak. And I think that it's a matter of not being in it for the long haul, but the medium haul, rather, I would say, in order to make sure that this pans out.

Gheorghe Wijers

executive
#53

Takes my breath away, this answer. Last question of VBDO. ING has indicated that it has formulated policy that needs to make sure that men and women earn the same on the basis of the same work. On average, women in the Netherlands make 15% less than men in comparable positions. Is ING prepared to report on the gender pay gap for the 3 levels: work force, senior management and executives for all the regions in which it operates?

Ralph Hamers

executive
#54

Agenda, yes, we acknowledge that this phenomenon takes place. We have more experience with that in the U.K., in which we have specific reports. And the good thing about these reports is that with that, you learn to understand why certain things are the way they are. So it's easy to reach the conclusion that there's a gender pay gap and that women make less money than men. And if you look at a company such as ING, you will have to specify it even further. You have to look at the seniority level and the roles people have and if people in the same roles get different pay levels. That shouldn't be the case. But we do know that in many cultures, there are seniority principles. And if people are older, they will simply make more money than when they're younger. And if you then leap forward, one of the actions you could take is promote or give women more -- a quicker promotion in the context of diversity policy. We just talked about that. In part, that will be a solution to the problem. But in part it would, because if you're in a culture and where seniority still is at play. I mean there's so many aspects that are at play here. But it's an important topic. We need to take it seriously. And what we do is we make cross sections of our employees to see whether there's anything that we really need to improve. And there's always room for improvement, of course, that's important. So it is on our agenda.

Gheorghe Wijers

executive
#55

Thank you. Mr. [ Visserlink ] of PAX for Peace asked 2 questions. First question is the following. ING finances several companies that operate or have operated in former conflict countries such as LondonEnergy in Southern Sudan and Glencore in Colombia. In view of the public evidence of the connection of these companies with the negative impact of war crimes and other human rights violations, we would like to understand better which responsibilities ING sees for itself. Also, in the light of the recommendations of the working group, enabling remediation of the IMV covenant in order to make sure that these victims of serious human rights violations with which these 2 companies have been linked can get a right to return on recovery compensation.

Ralph Hamers

executive
#56

Well, it's very difficult. I mean these are legacy issues with complicated problems. If in the past, we would have been indirectly involved in these legacy issues, we will indeed take them as our responsibility, and that means that we will have to jointly solve these issues. But that's not often the case. So you can't really engage in these conversations, but what you can do is that in follow-up processes, you can conduct your due diligence properly. You can talk to these companies and say, okay, this has happened. This is an activity or something that your company has acknowledged or there are low cases on this issue. How are you going to deal with these issues in the future? How have you adjusted your policy? How can you make sure that you'll avoid this in the future? And so this is really part of the conversation that we have with our customers. So legacy issues need to be solved. Well, if you -- if that's what you're going to say, that means that you really become involved in business operation, but in those cases, in which we do have a link, well, then we do have a responsibility. And if not, it's all about a conversation with they company, how they -- what they've learned and how they intend to avoid or prevent this in the future.

Gheorghe Wijers

executive
#57

Second question raised by Mr. [ Visserlink ], PAX for Peace, the following. There are considerable risks with respect to rules and regulations, human rights throughout the value chain of companies that are -- that operate in emerging technologies, such as artificial intelligence. This concerns labor rights, privacy, freedom of expression but also military applications of artificial intelligence, specifically autonomous weaponry, weapon systems and at this point in time, companies in the weapon industry and in the technology sector are developing products that lead to serious questions with respect to ethics and safety. How can ING make sure that it does not contribute to such negative impacts related to emerging technologies, such as AI, specifically in relationship with military applications? And how do you deal with companies that you possibly are investing in?

Ralph Hamers

executive
#58

We do not invest in companies. We lend money to companies. And I'd like to underline this. We are not shareholders in companies. We provide these companies with loans. We grant loans. We are a bank. Artificial intelligence, AI, is typically a phenomenon that has many advantages for society at large because it allows us to understand things more rapidly, to prevent things. It could actually help us in a crisis such as the one that we are experiencing right now. But once again, whether it be related to the defense industry, insurance industry, whatever industry, ultimately, because we're talking about rather ill-autonomous processes, you will have to, as a society at large, you have to engage. You have to have a conversation about the ethical limits of what can be done and how transparent artificial intelligence must be in order to know what is going on and to somehow be able to be accountable for that. It's not specific for the defense industry, but to come back to this topic. Yes, we have talked to the Secretary General of the UN, and Dutch businesses in 2019 were quite concerned that these autonomous processes in the defense industry could lead to undesirable possibilities. And obviously, we will talk to our customers about this. But as you know, ING has rather a restrictive defense industry financing policy in which those companies that would consider such weapon systems often already engaging in other, what we would say, are controversial weapon systems. And as a consequence, they're not part of our customer base. And since they're not part of our customer base, we hardly have influence on them. That's always a dilemma. Do you want someone to be your customer so that you can exercise some sort of influence or do you not want these businesses to be your customer, and then you won't have an influence? But then these are phenomena that are ongoing, are developing. So I think it's always a good idea to keep in touch and to understand this, also to make sure that we don't end up funding companies engaging in these activities. So the question is, do we want to remain in contact with these businesses? Yes, absolutely. Because I think this is something that we need to work on constantly in order to have a feeling, not only in this industry but in many other industries as well. We see lots of upsides of artificial intelligence, but we also see the ethical limits, and we have to try to determine and define those limits as well.

Gheorghe Wijers

executive
#59

There are also questions about the credit portfolio and IFRS, and we're going to try to cluster these questions somewhat. Mr. [ Acru ] says according to the annual report, the company has 5% outstandings in oil and gas companies. It's an unprecedented crisis. There's an increase in supply, no demand. The question is whether this crisis has an impact on the loan portfolio of ING. Do you see certain trends come up? And then there's another question, a second question. At this point, there's a debate about impairing loan portfolios of banks according to IFRS 9 rules. American banks writing off substantially these credit losses. And could you give us an update of the impact of COVID-19 crisis related to IFRS 9? How many defaults are there or amortizations that have been stopped or emergency credits? And then a question by the VEB. [ Mr. Schmitz ], Stage 3 ratio for the industry is oil and gas and shipping and ports, the [ 3.7 ] at year-end 2019 was increased. According to your own figures, your loan portfolio amounts to about EUR 55 billion year-end 2019. What is going to be your strategy in order to mitigate losses in these impacted industries? Do you think it's sensible to take leave of these loans, possibly with a loss? And in which measure do you have discretionary possibilities to smear out, if you will, these possible losses over a number of years? And what about IFRS 9?

Steven van Rijswijk

executive
#60

Let's go back to our oil and gas-related operations. We always present that in the annual report, we presented it as 5.5%. Wholesale banking, it's about EUR 39 billion. And so it's a matter of definition, really, but it encompasses many operations, many activities. It's about funding pipelines or ships that transport oil or traders that trade in oil. So you don't really run a risk in terms of the oil and gas price there. If you'd really want to measure that, you'd have to see which percentage thereof is dependent upon the oil and gas price, and that would lead to an amount of EUR 3.3 billion or EUR 3.4 billion. As per year-end 2019, that is what we were financing for companies that were running direct risk with respect to the fluctuation of oil and gas companies. What kind of companies are they? These companies, these are companies in what we call reserve-based lending. They work with oil reserves, on land or at sea and they operate those reserves. And then second, these are companies that are drilling for oil. And three, these are companies that focus on servicing -- services to the offshore industry, particularly oil and gas-related industry because if something happens to the oil and gas price, there will be fewer oil fields that are being operated. And people in the offshore business will -- won't have as much work. So this is what this EUR 4.4 billion relates to EUR 3 billion thereof. The vast majority comes from the reserve-based lending portfolio, the portfolio of customers that are dealing with drilling to oil and checking the reserves of oil and gas and these are the companies that we're looking at. So it's a small percentage that we should look at here, and we have long-standing experience in that industry. And we're quite good at restructuring these companies. But you will have seen in the fourth quarter, and I referred to that earlier on, that there are a number of businesses that are making provisions and they're not doing as well. And sometimes, we are able of selling our exposure. But if we look at the economic merits, well, sometimes we think if we sell it now, we may incur less losses. Well, we look at the situation, we might want to hold on to it, might not. IFRS now, broader macroeconomic outlooks and here -- this is IFRS 9, and here, you would look at macroeconomic scenarios and see whether you feel that the way companies are reflected in your books, whether that relates to their performance, whether that reflects our performance really, what the chances are that could lead to default, whether those chances are increasing, if that's a certain percentage, you proceed to what we call Stage 2. So we make macroeconomic scenarios that look at these oil prices and also these oil companies in order to see whether that would lead them to the next stage, where you would be taking higher provisions despite the fact that these companies would be repaying their loans properly and so that's what we look at. And then the question is, what would you then do with that? Or once again, I would refer to May 8, which is when we will issue our quarterly report.

Gheorghe Wijers

executive
#61

I think the time has come to involve the room. Please take the floor.

Unknown Shareholder

shareholder
#62

My name is Hendrickson. I'm from DuPont. I represent myself and my 2 sons, all of us shareholders. And so far, we have had a very interesting debate. We've learned many details on how the company is operating, how the various problems are being addressed, what kind of strategies you have on fair and equitable targets. But now let me return to the core of the interest of retail shareholders, and that's the return on investment. To come to a point, we took a significant share interest in the company. But now we wonder what the long-term return of this investment is going to be to which extent we as shareholders can see some reasonable revenues. And to which extent we can expect dividends in the future for us as retail shareholders. And I think for all shareholders, the bottom line is when will it pay off and how? We have now come to a point where the share price is about EUR 5, much less than when we joined. And dividend, there 's a question mark. So when will something happen? What's the strategy you as managers, you as Board members follow? I'm sure you have given this some thoughts. I'm sure you have an idea on how to get this back to a reasonable level. And I would like to know when we, as shareholders, can see some kind of return.

Gheorghe Wijers

executive
#63

I will invite the Board to answer this question. But I want to make one remark. Both questions illustrate something really interesting that's happening in our society. Shareholders are often depicted as a quantity that can be neglected, as people who are not dependent for the pension or their additional pension on dividend. And I think your question fairly illustrates the need to take stock of this dimension in debating the way we as society are going to bear this burden, are going to bear this pain.

Ralph Hamers

executive
#64

My full support for these words. People really can be very easy in saying that if you need money, take it from the shareholders. Well, shareholders are people who have worked for this, who have invested in this, who depend on dividends. So simply proposing an additional write-down or suspending dividend is something that hurts. So what's our take on return and on dividends? Well, we had a good return of 9.4% on corporate equity in 2019. And we informed shareholders that we wanted to have a return on corporate equity between 10% and 12%. That was before the very low or actually negative interest rates that we are currently facing. And at that stage, we also formulated a dividend policy, which states that we want to have a progressively growing return. Well, we failed to meet the threshold last year, but we did the year before. So what's our take on this? In the end of day, your bank is very simple. You have revenues and you have expenses, and you can operate on both ends. If you look at revenues, we now have headwinds because of the negative interest rates. And negative interest rates tend to be a negative given for a bank because it's not so easy to carry over a negative interest rate to customers. So then what other revenue components may ease the pressure on the revenues because of the negative interest rates? Well, the main driver is volume, the growth of the customer base and the introduction of new products to customers, meaning you generate other income and that's the key point of our strategy. We don't only want to hold savings. We want to be the go-to bank, the premium bank. And even in the digital world, customers see us more and more as a wholesome bank, which is important for maintaining the right kind of income levels. If you look at the expense side, expenditure side, we see 3 key components. Well, the first element is the kind of cost we incur. We have to invest in systems. We have to pay our staff. And I think you have to be very moderate here to keep growing. And you have to keep focusing on further digitizing operations, meaning you keep the costs equal, operating leverage, meaning you keep them equal at growing rates or you actually reduce them. And you have seen an absolute reduction in the expenses in the Netherlands, in Belgium. At the same time, we operate in countries where we see rapid growth and where we dare invest in growth like in Germany, like in Poland, in Romania, like in Australia. These are territories where we grow and invest in growth. But at the same time, we look at the improved return on equity that results. Then we have the regulatory costs. These are expenses that result from new rules and regulations that banks should cover [ dotations ] to the national deposit guarantee system, and this is something we support because we want to make sure that if people put their savings with us and something happens to us, there is some kind of guarantee that a minimum amount is guaranteed, secured. So that's a second type of costs of expenses. And then we have the, Europe being a salvage fund -- emergency fund and capitalization has been increased to EUR 55 billion. So that's a contribution. Then you have additional bank taxes, which several governments, including the Dutch government have introduced because governments believe that the banks should pay additional taxes, which, among other things, is related to the experience that we had during the credit crunch, the previous economic crisis. So these are cost items we cannot easily manage. They are related to what we are, who we are, what we do. They are a given. And when we grow, these expenses grow and when we shrink, these expenses go down. And then you have a third component, which is more cyclical in nature. This is related to risk. And in Q4 of 2019, we've seen an increase already in the risk-related expenses. These are costs that will go down in times of economic growth. And therefore, you have a greater revenue. And in times such as now, these expenses will grow. This is related to our customers, the risk they represent. And the extent to which they can manage their affairs, both privately and in business. So we have a specific individual, the Chief Risk Officer, who manages this and obviously, we try and assess these risks to the best of our capacity and also to take the provisions where necessary. So this is what we do in order to make sure that the forecast that we gave, 10% to 12% on return and dividend, can be achieved to the best of our capacity.

Gheorghe Wijers

executive
#65

Thank you. My apologies. We really have to move on. And I want to give the other people present an opportunity to ask their questions and also to answer the questions that were launching, but...

Unknown Shareholder

shareholder
#66

Thank you, your reply was clear. I understand the cost issue. Any businessman knows these things. And you're on top of a big business, and we also operate in Poland and in Australia. So it's really important for us for you to be present there. But my fundamental question was your strategy is based on 12% return on equity. This finally has to lead to a higher share price preferably in the near future. But the most important issue for us is to be sure that you and the Board will do everything in their capacity to pay out dividends in October. I think that for many, many, many shareholders in ING, this was the main reason for buying stock, the fact that dividend is being paid out annually, so I think it's really important for you and the Board with all the expertise you have to be aware of this. This is an important feature in the appreciation of the value of the share.

Gheorghe Wijers

executive
#67

Now the gentleman over there can take the floor. He hasn't spoken yet. And then we have 3 more questions that have been submitted in writing. And then we have questions about remuneration, then we really move to the next point on the agenda. Yes, please? What's your name?

Unknown Attendee

attendee
#68

My name is [ Visser ]. I'm from [indiscernible]. I've heard beautiful stories about compliance, about risk, about risk management or behavioral risk management. And last year, I also attended the AGM. And I then told something about what happens -- what happened to our company in flower bulbs. We had -- we lost a lot of money because of money laundering operations and pesticides. The hazardous substances of EUR 120,000 of substances that proved to be dangerous from the point of view of terrorism. This is a really bad situation. And I emphasized this last year. This didn't end up in the minutes. I objected to that. It was discussed with Ms. Eldert-Klep and I didn't manage to have this improved, and I think that's really regrettable. I asked specifically to have the EUR 120,000 of payments to be checked by the verifying auditors. They have the capacity to do this. This was to supposed to be in the minutes. It didn't end up in the minutes. And I think that's simply wrong. This morning's Financial Daily in the Netherlands had an article on the fact that the financial market authority is going to look more strictly into unusual financial transactions that are being reported because almost nothing is being reported. And that reporting suspicious transactions is compulsory because then the super regulator can act and the public prosecutor's office can also act. However, so far, it didn't happen. Something is going wrong. Well, last time, I asked the possibility to comment on the matter is complex, and then Mr. Wijers said, "Well, please discuss it at the stand after the AGM." I did so and I filled out a form saying I want to have a talk with management to talk about this. I never received a reply. And as a result of being judged to pay the legal charges, we went bankrupt, and there was a secret settlement with the curator of the bankrupt estate. However, we were not allowed to join the negotiations. Although at the beginning, we said that we should sign.

Gheorghe Wijers

executive
#69

I understand. But currently, you are talking about the way the exchange last year was reflected in the minutes. Maybe Ms. van Oosten can clearly explain how we hold the minutes of our AGM, what the procedure is. And however this may be important for you, we're not going to discuss an individual case here. We are here to debate the policy of our bank in 2019 as reflected in the various reports of the Board. Vroukje?

Vroukje van Oosten Slingeland;General Counsel

executive
#70

Thank you. Indeed, as usual, we hold minutes that give a brief and businesslike reflection of what was discussed and decided by the AGM. This is what we did last year, which is not a verbatim transcript of what was said by everybody in the room, that will be going too far. And we have received your remarks about the draft minutes and we have given a brief explanation in last year's minutes. You have been able to see them. They have been published. As you know, in the process of adopting the minutes, the Chairman has looked at this, the secretary of the company and also the major shareholders have looked at this. And as a result, the minutes have been adopted.

Gheorghe Wijers

executive
#71

Now the other point was that the gentleman said that there was a promise, not during the AGM, but afterwards, to have a conversation with the bank. Has such a talk happened, Vroukje?

Vroukje van Oosten Slingeland;General Counsel

executive
#72

Yes. To the extent this concerns your individual case, this is a matter we are corresponding on with your lawyer.

Unknown Attendee

attendee
#73

Well, I think this is covering up the money laundering fraud of the hazardous goods, and I think that's -- I mean laundering hazardous substances has major consequences. This is hundreds of thousands worth of fertilizer that could be used to blow up all these buildings.

Gheorghe Wijers

executive
#74

I understand this. And I have to point out that large quantities of transactions are being reported to the authorities. And certainly, not all these transactions can be investigated which, fair enough, is not our responsibility. This is an individual case. We're dealing here with the policy of ING. I'm really, really sorry. But we cannot use the AGM to cover this specific case and to discuss how they're reflected in the minutes. But if you agree to have a talk, well, there is a contact. There's contact through the lawyer.

Unknown Attendee

attendee
#75

No, there's nothing happening through the lawyers.

Gheorghe Wijers

executive
#76

I see. My apologies, I'm really sorry. This is not a forum where I can help you any further. I'm really sorry. I'm really sorry. We cannot help you here. Really sad your company was affected by this case. [ The speaker is referring to the minutes that were not accurately reflecting what he wanted to be reflected. ] We had a question by Mr. Van Den Bos from West Friesland. He is talking about double taxation. Is it true that double taxation is imposed? He refers to a situation of tax not being -- leave it on the results but on the size of the balance sheet. Ralph?

Ralph Hamers

executive
#77

Well, we as bank pay profit tax as any company in the Netherlands. And then we have an additional tax, which is called the bank tax, which is applied to all banks in the Netherlands and which covers, among other things, the size of the old balance sheet. Well, this is double taxation to the extent that we pay over the total balance sheet, which also covers our activities in other territories where other countries also imply a bank tax. So to this extent, we have double taxation. This applies to Belgium. It's a correct observation. This is an additional charge, a burden for the bank. And this is something that was introduced during the previous crisis. We had many discussions to try and avoid this double taxation. We don't want to avoid our banking tax, but it would be fair not to have double payment, but little is happening in this field. It may also refer to something else. In the light of the new regulation, the thin cap rule may no longer use the cost of AT1. This is near capital in bonds to be deducted from taxes. And also some of the costs related to third party assets, if it is more than a certain percentage of our balance sheet, can no longer be deducted from taxes, meaning that we pay more than average profit tax in the Netherlands.

Gheorghe Wijers

executive
#78

Now [ Mr. Fits from the DB ] asked, would we expect any disappointments in wholesale parities in Turkey? And do we still see Turkey as a growth market where ING wants to be active? Steven?

Steven van Rijswijk

executive
#79

In Turkey, we have retail and wholesale activities and the whole activities are closely related to other regions in the world, particularly to Europe. So we have major Dutch companies operating in Turkey and Turkish companies operating in the Netherlands, in Belgium and Germany. So there is a close interrelation, close connection and to this extent, Turkey is part of our footprint and part of our franchise. And like everywhere, some risks are inherent to key portfolios. Nothing different there in Turkey, but we are satisfied with the performance of our bank in Turkey.

Gheorghe Wijers

executive
#80

And then a last question by Mr. Schmitz about this. This concerns T-R-I-M. When can we expect the reply of ECB about the final outcome of TRIM? When will the additional capital position as a result of Basel IV can be expected? And do you think that the TRIM impact of EUR 13.2 billion of additional RWAs, which is the 2019 results, will connect to the view of ECB? Should there be additional costs for TRIM, for instance, improving model governance, data quality, setting up an IT system? Can you confirm this is a one-off?

Steven van Rijswijk

executive
#81

Well, although TRIM recently is getting another meaning in my family because we are home hair cutting. No. But this reflects the target formulated by the ECB for reviewing some of the models of central banks in Europe in order to improve them and monitor them. In the course of the past years, a number of search on sites took place. And we received results, results which led to an increase in the capital buffers you need to hold for to be in line with a number of models. In Q4, in the light of the expected outcomes and also in the light of the points for improvement, we saw in some of the models, we took EUR 13.2 billion in risk-weight assets, which is another way to express capital in the bank. We did this based on the assumption that the ECB would publish a final letter explaining the models. And that letter was expected in Q1 for the overall model. However, the ECB decided to postpone the publishing of such models, just as other capital-related measures they were planning. So we will have to wait for this. So we cannot make any assessment of the expected amount. So this will depend on the next letter, which is not expected before 6 months. Now as for the impact of TRIM and the other CRR requirements and new model requirements, which concern the interpretation of the model. But then you have also TRIM and new requirements for models and Basel IV requirements. We think that the total impact on our capital is 15% to 18%, and that remains unchanged.

Gheorghe Wijers

executive
#82

Then finally, some questions about the remuneration report. First of all, a question by [ Mr. Vanden Boss ] from West Friesland. He likes -- go emphasizing. Dear Ms. Verhagen, how did you like your job in the remuneration committee of the ING? You were having great time because people stopped. You had a member of the group leaving. Herna?

Hendrika W. P. M. Verhagen

executive
#83

Thank you, Chair. I liked it, and I still like it. I felt very warmly welcomed after my first day on the -- a lot of time was given to the introduction program. I had talks with all the stakeholders commenting on the remuneration program. It was very instructive and it gave me input on the next item on the agenda.

Gheorghe Wijers

executive
#84

[ Ms. Gors ], on behalf of ABC and all the others, I mentioned before, the question, first of all, or the point is to complement you with the new remuneration policy of the Executive Board because as described in the remuneration paragraph, you have looked at various stakeholders. For the remuneration policy, you have carried out a stakeholder consultation. And therefore, we appreciate the contribution of Ms. Verhagen and the Supervisory Board to develop appropriate remuneration policies for our future. The purpose of the policy is to give clarity on the performance measures. For performance, how you determine, how you measure performance. This is a level of transparency we would have liked to see in the transparency report or the remuneration report 2019. Herna?

Hendrika W. P. M. Verhagen

executive
#85

I understand your question. Well, first of all, I think the remuneration report in 2019 tries to provide greater clarity on the targets for 2019 and the ways they were achieved. And obviously, we did this in the interest of greater transparency. The way we want to work with variable remuneration as of 2020 has already been announced in the 2019 remuneration report, which gives you a clear overview of the fields where we want to provide a variable remuneration and how we weigh the performance. At the same time, it's important that the way you accord the performance of members of the Executive Board is important. We are doing this in 2020, and that means that as of 2020, we can provide this transparency in the remuneration report. That was not yet the case for 2019. And this is why we have provided as much transparency as we could on the fields where variable remuneration is applied and on how.

Gheorghe Wijers

executive
#86

Now we have another question on behalf of APG and the others by [ Ms. Vorsi ]. On the 30th of March, ING announced that following the recommendation of European Central Bank on dividend payment, the final dividend payment would be delayed for 2019. Also, the ING is not expected to pay out interim dividends for 2020 and to review its policy after 1st October. In the light of the dividend delay, and the fair distribution of the pain between shareholders and managers not to allocate any variable remuneration for members of the Board, and to moderate their variable remuneration for 2020.

Hendrika W. P. M. Verhagen

executive
#87

Well, the 2019 variable remuneration has been addressed in the relevant paragraph of the remuneration report. I think it's important to make a number of observations. First of all, the variable remuneration ING is paid out in shares entirely. The shares -- and have a share price that is based on the price of the 6th of February, when the price was EUR 10.34. That means that for the Executive Board members, just as for the shareholders, there is a movement following the share price increase or decrease. Secondly, let me reemphasize that the shares are allocated at the moment when we pay out the variable remuneration. But what does this mean? At that moment, you receive 40% of the amount in shares. And the remaining part will be transferred later on. So a significant part of these shares will be paid out later on based on performance. Secondly, if you look at the variable remuneration for 2020, we come to an issue and that we will discuss in a moment. We are proposing variable remuneration from 2020, which contains a clear risk assessment before and after, meaning that we, as Supervisory Board, will have many possibilities in 2020 to use the information available at that point in time to decide on our action. We'll be very careful in doing this. And as we said in our remuneration policy, we will report on this in a transparent manner.

Gheorghe Wijers

executive
#88

Thank you, ladies and gentlemen. It's 4:45, and I'd like to proceed to the advisory vote concerning agenda Item 2D, which is a remuneration report 2019 and you'll be requested to cast your vote. But before we do that, Ms. van Oosten is going to explain how we're going to proceed with the vote.

Vroukje van Oosten Slingeland;General Counsel

executive
#89

Thank you. You have all received a handset and a voting card. Voting card has a golden chip and I would request you to insert the card in the handset with the golden chip facing you. Once you've done that, you'll see a welcome message on the display and your name. Once the vote is open, you'll see 3 options on your screen. And if you haven't inserted your card properly, you'll see a warning message. So 3 options, as I said, when you cast your vote. One is in favor, 2 means vote against, and 3 means that you abstain from voting. On the screen, you will see a confirmation of your choice. And during the vote, as long as the vote is open, you can still change your vote. And the last selection you make will be the definitive selection. That's the procedure. I think now we can proceed to the vote.

Gheorghe Wijers

executive
#90

Almost. [ Mr. Flake ] has been raising his hand for a long time. [ Mr. Flake ], please, your question and not an exposé.

Unknown Attendee

attendee
#91

I have an important addition for the remuneration report.

Gheorghe Wijers

executive
#92

] Yes, yes. We're talking about the report 2019. Later on, we're going to discuss the policy for the future, under Item 5.

Unknown Attendee

attendee
#93

Mr. Wijers, adding on to Ms. Verhagen's report. ING in 2019 made a profit of EUR 5.5 billion. CEO was given EUR 3 billion. And UBS only made a promise -- profit of EUR 4.4 billion and the CEO received EUR 13 billion -- million. So I think it's important as a speaker that we retain our senior management. IG and AX are a training ground, but not for the whole of Europe. That's very important. We need to retain top talent at ING.

Gheorghe Wijers

executive
#94

Thank you for those encouraging words. By the way, we support them. Vroukje?

Vroukje van Oosten Slingeland;General Counsel

executive
#95

Yes. We can proceed to the vote on agenda Item 2D. The remuneration policy 2019 proposal is to cast positive advisory vote with respect to the remuneration policy. And if you vote in favor, it will be a positive advisory vote. And if you vote negatively, it will be a negative advisory vote. And the outcome of the vote will be a nonbinding advisory vote. I hereby open the vote. [Voting]

Vroukje van Oosten Slingeland;General Counsel

executive
#96

And the vote is closed.

Gheorghe Wijers

executive
#97

Let us see what the outcome is. And we can confirm that this proposal has been carried with a positive outcome of 93%. Item 2E of the agenda, which is adoption of the annual accounts 2019, as included in the annual report, Pages 250 to 399, the annual accounts were drafted on the 2nd of March 2020 by the Executive Board in the English language and then have been available on the Internet since 5 March 2020, and is also available for [ Pros ] at the head office and was also available free of charge. The Supervisory Board -- sorry. On the instructions of the general meeting, the annual accounts were examined and audited by the external auditor, who's issued an unqualified opinion. You'll see that on Pages 400 to 406 of the annual report. Supervisory Board proposes to adopt the annual accounts. But before you do that, I would propose that we allow Marc Hogeboom, the external auditor, to take the floor. And I'd like to give him the floor.

Marc Hogeboom;KPMG;Head of Assurance

attendee
#98

Chair, thank you. Dear shareholders, I would like to take the opportunity to explain our involvement as your external auditor. I think it's important that you, as a shareholder, be given the opportunity to discuss our audit procedures and audit filings with me, your auditor. My name is Marc Hogeboom. And on behalf of KPMG, I've been your external auditor, who audits ING Group, since 2016. Usually as auditors we're bound by confidentiality. In accordance with good practice, ING has relieved us of our confidentiality obligation for this AGM. This makes it possible to provide an explanation of our audit opinion and our audit procedures here. As the Chairman has already made clear, because of the COVID-19 virus, this AGM is held via videoconferencing. I will provide an explanation in the next 10 minutes about our audit work. And after that, I shall ask your questions -- answer your questions. First of all, what did we audit? You'll see this here on the slide, we see a summary. We audited the company and the consolidated financial statements, ING Group, for the year 2019. We issued an unqualified audit opinion for these annual financial statements, and we also issued a so-called assurance report on selected nonfinancial information as included by ING in its annual report. The assurance opinion is unqualified. ING Group also has a listing in the United States, which is why we also issued an opinion on the financial statements as filed with the SEC, the American regulator authorities, and it's called Form 20-F there. And a statement on the effectiveness of the internal control on financial reporting by ING Group. Both statements are unqualified by nature. As structure for my explanation, I will use our auditor's report. Our opinion is included on Page -- from Page 400 to 406 in the annual report. I'll summarize the key elements of our auditor's report here. You'll see it here on the slide, you'll see a summary, and I'm happy to explain it. Based on our work, we've come to the conclusion that the financial statements give a true and fair view of the financial position as per December 31, 2019, and of the result and cash flows for 2019, based on IFRS EU reporting principles. The financial statements have been prepared on the assumption of going concern. Based on our work, we've reached the conclusion that this assessment by management is appropriate. Independence and audit. We are independent from ING Group and its subsidiaries worldwide. We report on our independence to the Audit Committee and the full Supervisory Board of ING at least twice a year. Materiality. You'll see this on the top right-hand corner of the slide. We've used the materiality in the audit of ING Group financial statements of EUR 300 million, which is comparable to last year's materiality. Materiality is approximately 4% -- 4.4% of profit before tax. This materiality actually determines the level of detail of which -- of how we conduct the audit of the financial statements. All audit misstatements over EUR 50 million, are identified -- that we identify are communicated in writing to the Audit Committee and Supervisory Board. The scope now of the audit. We're not only external auditor of ING Netherlands, but also in almost all the other countries where ING has operations. We determine for group purposes where and with what scope the audit needs to be executed. We assess the results of the local audits and discuss them with our teams, our local teams. We collect the findings at a central level. And on this basis, we arrive at our final opinion. We also visited a number of countries ourselves to perform a review of the files of the local auditors. Approximately 80% of assets and 84% of profit before tax have been subject to audit by local auditors. The remaining part has been covered by work performed by us at ING Group level. Rules and regulations. ING has to comply with many laws and regulations. This concerns legislation and regulations in the Netherlands as well as in other countries where ING has operations. There are laws and regulations that have a direct effect on the financial statements such as reporting standards and Title IX of the civil code, second civil code and IFRS. We've established compliance with these laws and regulations as part of our audit procedures and with regard to financial statements. In addition, there are many laws and regulations where noncompliance may indirectly impact items in the financial statements and/or disclosures. For instance, as a result of receiving fines or claims. This concerns, for example, the law preventing money laundering and tariffs on financing, but also matters such as GDPR, MiFID II, CRD IV, et cetera, et cetera. The audit standards limit our work in identifying noncompliance with these indirect laws and regulations, too. And we ask questions to management. We inspect correspondence of regulatory bodies and legal correspondents. In case of signals of noncompliance of indirect laws and regulations, we assess whether this has an effect on annual accounts. For instance, whether additional provision or explanation is necessary. If applicable, we also report our findings on signs of noncompliance to management, supervisory board and regulators. In the annual report, the Executive Board has explained how ING is implementing the bank-wide Know Your Customer improvement program. It's been discussed earlier on this afternoon. This program aims to improve governance, systems and tools around client due diligence and transaction monitoring based on auditing standard 250. Our activities in this context include interviewing management, Head of Legal Affairs, Compliance Officer and Head of the Internal Audit Department of ING Group and inspecting program reports and reports of the internal auditor with respect to the improvement program. Given the size, duration and complexity of the improvement program, we expect that this will continue to require the necessary time and attention from the Executive Board and the Supervisory Board of ING. The work performed on addressing the risk of noncompliance with laws and regulations do not identify a key audit matter in our auditor's report this year. You'll see the key audit matters on the slide. This year, we have 2 so-called key audit matters that we have identified: information technology, as you see on the screen; and the provision for expected credit losses. Allow me to explain. Let me first start with key audit matter information technology for the ING Group, and it has been discussed before. The IT infrastructure is of great importance for reliability and continuity of its business operations and its financial reporting. In particular, we have access to IT systems to ensure segregation of duties is sufficiently guaranteed. Given this importance, we consider this to be a key audit matter. Among other things, we tested the design, implementation, operating effectiveness of user access management and change management. Based on the mix of activities performed by us, we've identified filings, which have been followed up by management. And so therefore, we believe that there is sufficient basis to rely on the operation of the IT systems for our audit of the financial statements. The second key audit matter that we identified is this impairment losses on loans and advances. Allow me to explain. I'd like to explain our key audit matter with regards to estimation, uncertainty and provision of credit losses. We've identified the assessment thereof on loans and advances to customers and banks as a key audit matter because there was a high degree of estimation uncertainty as a result of complexity of the models, inputs and assumptions and judgments in measuring ECL. ING has approximately EUR 612 billion in loans to customers and EUR 35 billion in loans from banks. These portfolios are valued at amortized cost, and the provision in the event that these loans are irrecoverable is approximately EUR 4.6 billion. Provision consists of collective provisions and also specific ones. The estimate of a provision requires judgment on the part of management; for example, macroeconomic scenarios that was discussed earlier on today and also financial position of debtors and, when necessary, manual adjustments to the provision. We work together with several specialists in order to assess the level of provisioning. This is due to the complexity of the models underlying this provision. Together, we included the assumptions, methodology, cash flows and collateral values in the audit. As part of our work, we have tested internal controls to determine expected credit losses. This concerns, for example, controls around monitoring expected credit losses, determining risk categories and estimating future cash flows for collateral enforcement. We also tested internal controls against certain assumptions in the credit risk models to determine the collective provision. In addition, we independently assess credit files worldwide in order to check specific provisions. Based on all this work, we can agree with the valuation of the loan portfolio of ING year-end 2019. Last but not least, current events, and I'm talking about matters after balance sheet date. When preparing financial statement, management should take into account possible impact on the 2019 financial statements of events after the balance sheet date. In the risk management section, ING gave its reflection on March 2, 2020 on the development surrounding COVID-19. As management has explained today, these events do not provide any further information about the actual situation on the balance sheet date year-end 2019. And the financial consequences of COVID-19 have therefore not been included in the financial statements 2019. We have completed our audit of the financial statements on the 2nd of March 2020 and concur with the management's analysis. This completes my explanation. I'd like to give the floor back to the Chairman.

Gheorghe Wijers

executive
#99

Thank you, Marc. Are there any questions from the audience? The gentleman over there. Microphone #2.

Unknown Attendee

attendee
#100

My name is [ Eton Pacer ]. Your last remark, I don't really understand it entirely because on the 2nd of March, it was clear that there was a pandemic, which means that there would be substantial credit loss -- credit risks. The bank has said that it could not estimate the situation at that time, but I think it would have been much better to quantify those risks and to include them in an explanatory note to the financial statements. Why was that not done? That's my question.

Marc Hogeboom;KPMG;Head of Assurance

attendee
#101

Thank you. Thank you for your question. It is up to us to determine whether the financial statements complies with the requirements. And we have a very clear directive for that. And this is a directive or a guideline with respect to how to deal with events after the balance sheet date. And I hope you agree with me that the scope or the magnitude of the pandemic was not clear on the 2nd of March. That became clearer in the course of May -- March or April this year. On the 2nd of March, when we concluded the audit, and this was in close consultation with the Executive Board or Supervisory Board, they indicated that they wanted to give an explanation in the financial statements. And that was done, and that means that the financial statements comply completely. And so the guideline with respect to events after the balance sheet -- events occurring after balance sheet date have been complied with.

Unknown Attendee

attendee
#102

And there's also a question of the VEB. One of the key audit matters concerns provision on expected losses on loans. And in its explanation, ING says it was an advantage to customers and banks as a key audit matter because there was a high degree of estimated uncertainty as a result of complexity of the models, inputs, assumptions, judgments in measuring the expected credit loss or CECL. Can KPMG give an explanation on the substance where this uncertainty comes from, taking into account the fact that internal models, in general, have a high degree of complexity as compared to the standard model? In which measure was the complexity observed greater than usual? Did KPMG, in the light of TRIM, also look at the substance of the models? Or did KPMG include this as a risk in -- consider this as a risk in the ultimate assessment of the outcome of the calculated ECLs? And are there any conclusions KPMG can draw with respect to the provision of ING?

Marc Hogeboom;KPMG;Head of Assurance

attendee
#103

Let me start by answering the first question. Internal models are being used to determine the credit provisions. The uncertainty in this respect is determined by the complexity of these models, the assumptions that were applied and management estimate, such as, for instance, using forward-oriented macroeconomic scenarios, estimating the probability of these scenarios, basic scenario, upward-downward scenario, the criteria for significant increase in credit risks and also an estimate of default or the risk of default and the losses upon default. And the magnitude of the positions obviously require management estimate and assessment. Coming back to the gist of your questions, the complexities that we identified in applying internal models was in conformity with our expectations and what as -- is common in large banks, such as ING. The second question concerns TRIM, targeted review of internal models as carried out by the ECB. We look at whether the internal models banks used comply with the requirements. Reports to regulatory authorities are quite different from the reports concerning the financial statements based on IFRS, the accounting principles. As an external account auditor, we audit financial statements based on IFRS. The internal audits of the provision process were tested, such as audits with respect to governance and supervision of the provision and also with respect to the assessment within those models. And also the assumptions in the credit risk models were also assessed along with our specialists, and these would be specialists in models and in financial risks. In view of these models, we took cognizance of internal and external studies, but also the internal audits concerning model variation were tested. It's very important that -- to come to an independent validation. Based on the mix of auditing work, we believe that the outcome of the ECLs is acceptable in the context of the audited financial statements of ING. Last question is question #3. The audit differences in excess of EUR 50 million are reported as a whole to the Audit Committee and Supervisory Board, and we've concluded that -- by year-end 2019, the level of the provisions was within the acceptable range. In addition to that, in order to give you some more idea within the acceptable range, I, we, believe that the level of the provision can be categorized as neutral to mildly cautious. I'd like to leave it at that.

Gheorghe Wijers

executive
#104

Thank you. [ Mr. Frake ]. Yes.

Unknown Shareholder

shareholder
#105

A very important matter that sort of disappeared from the radar is about money laundering. ABN AMRO is doing fairly well with case from their case. [indiscernible] is playing a very clever game. And I talked to him about that because the financial [indiscernible] says that [indiscernible] sort of ignored this a bit. And as shareholders, we are suffering EUR 700 million in damages, and we have all these people here that are looking into all these transactions, but I'd like to hear from the auditor how many transactions were reported and in how many cases there was prosecution. And I'd like to explain something.

Gheorghe Wijers

executive
#106

No, no, no. So that's -- I mean this is a question that is out of order. We're talking about adopting the financial statements, the explanation of KPMG, and your question concerns a matter that we just discussed in detail. I'm so sorry, but it's not a point that is to be discussed now. And if there are no other questions about the financial statements, I'd like to proceed to the vote. Right. Yes, we're going to proceed to the vote on agenda item 2e, annual accounts 2019, and the vote is open. [Voting]

Gheorghe Wijers

executive
#107

Now the vote is closed. Ladies and gentlemen, I can confirm that the financial statements have been adopted with 99.99% of the votes. Thank you for that, for your confidence. And this, ladies and gentlemen, takes us to item 3a of the agenda profit retention. We've discussed it. Distribution policy 3b, we've discussed. Let me repeat it again. We're talking about reservation and dividend policy. As indicated in the annual report, Pages 380-383, ING aims to maintain a healthy core Tier 1 ratio above the requirement for fully loaded core capital ratio. ING also applies a comfortable management buffer that also incorporates the Pillar 2 guidance. ING's core capital ratio of 14.6%. As per December 31, 2019, we meet these requirements. I'd also like to refer you to the press release that was explained at the beginning of the meeting, namely ING has decided to follow the recommendation of the ECB to suspend any payment of dividend on its shares until at least the 1st of October 2020. This means that agenda item 3b, the dividend proposal, has been removed from the agenda and therefore, it will not be put to a vote. There will not be a vote on item 3 of the agenda. So unless anybody wants to take the floor, I'd like to proceed to item 4a and 4b. This concerns discharge of members and former members of the Executive Board and Supervisory Board, and I propose that we deal with them together. As you know, granting discharge is releasing a Director or Supervisory Director from liability for the fulfillment of his or her duties. By granting discharge, the company waives its right of action against the Director or Supervisory Director. Granting discharge releases a Director or Supervisory Director from liability towards the company. At the General Meeting in 2019, a majority of our shareholders agreed not to grant discharge, and the Executive Board and Supervisory Board considers not granting discharge as a clear signal and an encouragement to engage in the KYC, the Know Your Customer, process and to continue this process. And with this program, ING wants to realize structural improvement of its function as a gatekeeper and would like to bring sustainability also to a higher level. Just by way of explanation to these 2 items of the agenda, who would like to ask a question? We didn't receive any questions beforehand. [ Mr. Frake ], about this item on the agenda, please.

Unknown Shareholder

shareholder
#108

Yes, because, of course, last year, I was very, very surprised that you didn't get the approval, and I'm wondering what the impact was. I wasn't allowed to finish my question. ING, it cost us EUR 700 million. That's not right. ABN AMRO doesn't get it. Robert doesn't get it, and you are investigating everything, and the public prosecution said this is not prosecuting because there's no manpower. Mr. [indiscernible] and [indiscernible] of the public prosecution office have left the office, but I'd like to know how many reports there were and what is being done with that because I think in the Netherlands, we're engaging in an operation in which very little is happening. So every report has to lead to prosecution. Otherwise, that'll impact the EUR 700 million. And what happened with that? Because it wasn't a matter of encouragement on the part of shareholders. The shareholders had envisioned something different by not granting discharge.

Gheorghe Wijers

executive
#109

The Executive Board and Supervisory Board considered not granting discharge to be an important signal that shareholders were dissatisfied with the way in which ING dealt with its gatekeeper's function and consider it to be an encouragement to full force continue with the program that we had agreed on, and we take this extremely seriously. There's an extensive report on this. Ralph talked about it. Steven talked about it. We are aware of our own responsibility and we're not going to comment on other banks and where they stand in this process. Now that we're going to comment on how the public prosecution service deals with reports or complaints. We know our responsibility, and we committed to bring this program to a level within a certain period of time, a level on which all ING employees can be proud of it and where we contribute to the fight against money laundering. That is the situation, and that is what discharge was about. And now we're going to discuss discharge for 2019, and I hope you're going to discharge -- grant discharge for the Supervisory Board and the Executive Board, and I would like to open the vote on this matter. Yes. Before we proceed to the vote, we have not informed you how many shareholders are present and what the present capital is. So we can show that on the screen. So that's being done. We can proceed to the vote agenda item 4a, granting discharge to members and former members of the Executive Board for their duties performed during 2019. The vote is open. [Voting]

Gheorghe Wijers

executive
#110

And the vote is closed. And we can confirm that the discharge was granted with 95.37% of the votes. Thank you very much for that. And that brings us to item 4b, the same request, but in this case, to grant discharge to the members of the committee of the Supervisory Board in respect of their duties performed during the year 2019 as explained in the explanatory notes to the agenda and item 4b. The vote is now opened. [Voting]

Gheorghe Wijers

executive
#111

And the vote is now closed. And we see that with the same percentage of 95% of the votes cast in favor, this discharge has been granted. Which brings me to agenda items 5 and 6, which is the remuneration policy for the members of the Executive Board and the Supervisory Board. As indicated before, during this meeting, in the course of the past full year -- few years, the debate or consultation with stakeholders has shown how important this issue is for many stakeholders. We also saw that there's a variety of views of the stakeholders on the issue, and we, as Supervisory Board, will do everything we can to come to a proper approach towards the remuneration policy now and in the future. We want to reach a balance that is right for the clients, for our customers, for societies as a whole. And with this very simple task, I now give the floor to Herna, who will give a comment on the proposed remuneration policy.

Hendrika W. P. M. Verhagen

executive
#112

Yes, I will do so. I think it's appropriate, first of all, to point out that we have consulted many stakeholders throughout the process. Here you have an overview of all the stakeholders, a total of more than 40 meetings with more than 24% of the shareholder capital and, obviously, we received feedback. And based on this feedback, we finalized the remuneration policy we are submitting to you today. So when we turn towards this remuneration policy, I think the key element is that it meets the framework for remuneration policy in the Dutch contracts. There's a lot of rules and regulations on remuneration in banks. I think it's important to look at the shareholders [indiscernible], but also the [ Ibero ] guidelines, and it's important to point out something that is known to all those present in the room, which is the fact in the Netherlands that there is a cap to variable remuneration of 20% and that no less than 50% of variable remuneration must be related to nonfinancial criteria. Looking at ING, we see -- well, we have tried to see where we operate, where we are active and what this means for remuneration. We try to take a maximum stock of what's needed to be an attractive employer and what's needed to actually manage a company that operates worldwide based on a proper digital strategy. Now I am going to briefly comment on a number of specific proposals. The full proposal is included in the proposal that was sent on with the agenda of the AGM. Remember, first change that we have proposed is the makeup of the composition of the peer group. We had a group made up of stocks 50, and we have moved to a more specifically composed peer group, which you see before you now including some principles as geography, as the tech talent, market we operate in, the size of the company. But also we look at the governance framework we operate in. 50% of the group are Dutch companies. 50% are western European companies, excluding companies from the U.K. and Switzerland. 75% of the group are financial services companies and 25% are from other industries. And there needs to be a certain bandwidth in order to be comparable to ING. This has led to the peer group composition that you see. It will be redefined every year, but the peer group characteristics will remain stable as much as possible. So why then can a peer group change? This may be because the company is delisted, for instance, and it also can be for other reasons that the peer group needs to be recomposed. So that's the first important change. Then secondly, we've looked at the base salary. And when looking at the base salary, obviously, we looked at the individual level of competencies that is required in order to lead a bank. We have looked at the performance of ING in the light of market conditions. We've looked at the internal remuneration ratios, which you find reflected in the annual report. And then we looked at what happens within the financial industry and what happens outside. In terms of the base salary of the Executive Board, the Supervisory Board proposes what you can find in the policy, which is an increase in line with an indexation factor for 2020, which has been established at 1.5%. The most important takeaway of this slide is that if there would be a proposal in the future which would lead to a significant increase in the overall remuneration, we will conduct another stakeholder consultation before submitting this to the AGM. Then a third important feature. That is obviously variable remuneration. And I already commented on this in answering one question. There is a cap of 20% of the base salary to variable remuneration. And as you can see here, 40% of the variable remuneration is granted in the first year for the full stock. And then every year, 12 more percent will be paid out. And this 5x 12% also is subject to a holdback and a clawback procedure. This is what I said in my explanation. You see that we have many moments for review of the payout of the variable remuneration of members of the Board. Another important feature is that this happens in the light of a complete performance cycle. The goals are predetermined. If you look at 2020, for instance, then at the beginning of 2020, the goals are defined. For the CEO and the CFO, they are 100% based on group performance. And for the CRO, in the line of rules and regulations, 20 -- 75% are company performance and 25% are group results -- or functional results and then 25% is group results. And we have 2 ways in which risk appears in the variable remuneration. First of all, before we actually pay out a variable remuneration, 2 risk hurdles need to be taken. One is a minimum of the equity of Tier 1 and the second is a minimum return on equity. This is an initial hurdle. And then when we will have determined a variable remuneration, there will be a risk adjustment of the variable remuneration that will be discussed in the Risk Committee of the Supervisory Committee and applied to the full amount of the variable remuneration. And then we have the hold-back and the clawback as options. So this is the full implementation of the reporting on 2020, including or introducing greater transparency on the targets but also on the criteria that will be used for actually measuring performance. I think this gives us a brief resume of the way we will introduce or propose a policy for the Executive Board. Now in conclusion, a few words about the remuneration policy of the Supervisory Board. It remains unchanged, and that means that the policy we had in 2019 remains in place in 2020 and beyond. Here, obviously, we have laid it down in writing, making sure that there is a specific frame of reference for the Supervisory Board, which you see on this slide.

Gheorghe Wijers

executive
#113

Thank you, Herna. Anyone from the room?

Unknown Attendee

attendee
#114

Certainly, we have 2 questions from VEB, which I will read out to you now. What was the reason for establishing or publishing the peer group only afterwards? And then the question of Mr. [ Schmitz ]. The remuneration policy reads that allocation of variable remuneration is only possible after reaching 2 hurdles, the hurdles that were mentioned before. To which extent this is fair for the SREP ratio, and the SREP ratio, and this is the ratio that the regulator applies to determine whether the bank is sufficiently safe. This ratio established by means of dialogue between the bank and the regulator, and both parties influence this amount. Do you really think it's fair to base the remuneration on the SREP ratio in the light of the development of its definition?

Ralph Hamers

executive
#115

Well, the first question was whether there's any specific reason not to immediately report the peer group. No, no specific reason. We have done so this year. As you've seen in the 2019 remuneration report, and it is our intention to maintain the peer group as constant as possible. I already defined some potential reasons for a change which is, for instance, when there's a company being delisted. What does not change is the way the peer group is composed. Now the second question concerns the SREP process, which is led by the ECB. And as the Chairman already said, this is not a dialogue between the bank and the regulator. It's the regulator who sets the level. And therefore, I think it's an appropriate method, and we think it's an appropriate method to assess risks. It should be added that this is a risk hurdle that needs to be taken before we even start talking about payment of variable remuneration. So this is something that needs to be achieved in order for us to start looking at the achievement of goals and the percentage of success. And as I said before, there's an additional risk assessment based on financial and nonfinancial risks.

Gheorghe Wijers

executive
#116

Thank you. If we have no further questions, then I would like to subsequently bring 5a and 5b to the vote. So first of all, the remuneration policy for the members of the Executive Board in the light of the change of legislation. This needs to be adopted every 4 years, at least by the AGM, or after every change. And as soon as the policy will have been adopted, it will enter into force retroactively as of the 1st of January 2020 for a period of 20 -- of 4 years. And any changes will be submitted to shareholders for approval at an AGM. And my question -- my request now is to vote. The vote has now been opened. [Voting]

Gheorghe Wijers

executive
#117

The vote is now closed. Herna, congratulations. We conclude that 94.42% of the shareholders have voted in favor. Please vote accordingly on Item 6, which is the remuneration policy of the Supervisory Board. So the same procedure. So the vote is now opened. [Voting]

Gheorghe Wijers

executive
#118

And I now close the vote. And I'm very happy to report that we have another positive outcome, 98.55% of the votes were cast in favor. Thank you, and compliments once again to the Chair of the Remuneration Committee, who played a specific role in this. Now ladies and gentlemen, we turn to item 7 of the agenda. This concerns some technical changes to the articles of association. One change concerns the appointment of an auditor, which is obliged by law. By virtue of a change of the civil code, the Executive Board can no longer appoint the auditor if there is a Supervisory Board. And therefore, we want to bring article of association in line with the law. And the second point concerns the change of EONIA as the European reference rate to the ESTR reference rate. I'm not going to read it out. I think all of you have been really excited reading all this, and therefore, I propose to bring this to the vote immediately unless you have any questions, my apologies. But I had some suspicion there would be no questions. So a vote on item 7, which is an amendment of the articles of association. The vote is now opened. [Voting]

Gheorghe Wijers

executive
#119

The vote is now closed. And I conclude that with the majority of 99.95% of the votes, this point has been carried. That brings me to the next agenda item, which is agenda 8, the composition of the Supervisory Board. The Supervisory Board proposes to appoint 3 new members to the Supervisory Board. This is driven by several factors, mainly to maintain such a composition that the members can fulfill their task at any point. And under 8a, b and c and taking stock of the rota of replacement, the number of women will be 1/3 of the membership of the Supervisory Board. And we are convinced that the resulting composition will be such that the Supervisory Board can duly fulfill its task. And on the screen for each of the proposed appointments, you will see a photo and a brief CV, starting with Juan Colombás. The Supervisory Board, by virtue of these articles of association, has made a binding recommendation and the recommendation and the resume of the candidate have been included in the explanation -- explanatory notes to the agenda. We want to appoint him as of 1st of October to the end of the AGM of 2024. He is nominated given the fact that he is seen as a very knowledgeable and experienced candidate with a very strong international banking background, specialized knowledge of IT, transformation and digital strategy. He has been CRO and currently works as Chief Operating Officer of Lloyds Banking Group, and therefore, we think he will doubtlessly have a great added value to the Supervisory Board, and he will be complementary to the other members of the Board. And it brings a Spanish element into the Board if he joins us. I would like you to vote if you have no questions. The vote is now opened. [Voting]

Gheorghe Wijers

executive
#120

The vote is now closed. And I'm happy to conclude that with a majority of 98.22%, this nomination has been adopted. Congratulations, Juan, and welcome to the team. Now we turn to the nomination of Herman Hulst as a member of the Supervisory Board as of the end of this AGM to the end of the AGM to be held in 2024. So we nominate Herman. Don't we have a nice picture there? We are -- this is Herman, also with a brief introduction. We nominate him based on a very successful career with Ernst & Young, having specialized management functions. He is an experienced auditor. He has a lot of experience in financial services, including international finance and leadership and in general financial services. So we are very glad that he proved willing to join the Supervisory Board. And once again, we think his knowledge and experience makes him complementary to the other members of the team. Any other questions? Mister...

Unknown Attendee

attendee
#121

Yes. I have a general point. Currently, [indiscernible] and [ Hulber ] are available, which for ING would be an excellent and valuable worldwide quality addition in the field of sustainability. Then we have Mr. [indiscernible] and Mr. [indiscernible], who potentially may be we'll include -- they may be -- they would be seduced to join you. They have a great track record in finance, governance in the Netherlands and in Europe. And then one more question is to look at good quality candidates but also in follow-up nominations to look at these candidates for the future. I think you can use them.

Gheorghe Wijers

executive
#122

Thank you for your suggestions. Any other questions or remarks? If not, I would like now to submit the nomination of Herman Hulst to the vote. The vote is now opened. [Voting]

Gheorghe Wijers

executive
#123

The vote is now closed. And I'm very happy to inform you that 98.88% of the votes were cast in favor. Herman, congratulations, and welcome to the Supervisory Board. Now we have the last nomination, last but not least, the appointment of Harold Naus as a member of the Supervisory Board with effect from the end of this AGM. He is nominated based on his experience in the field of risk management and financial services. He worked with ING in the past as head of one of the financial risk departments of ING worldwide. So he doesn't only have experience with risk management from the outside, but also from within the bank as a former employee. He knows the corporate culture. And I think he doubtlessly has added value and, once again, will be complementary to the other members of the Board. Any other questions or remarks? If not, let's cast our votes. You can now cast your vote. [Voting]

Gheorghe Wijers

executive
#124

And I now close the vote. And I'm happy to conclude that 98.23% of the votes were cast in favor. Harold, a warm welcome to you. Congratulations. Ladies and gentlemen, we now turn to item 9 on the agenda, which is a standard proposal that comes back every year, which is very similar to the proposals in 2016, '17, '18 and '19, which is the authorization to issue ordinary shares up to 40% of the actual capital and then 10 more percent. I think the explanatory notes are -- obviously, Supervisory Board has approved the resolution, and it replaces the authorization that was adopted under item 9a of the AGM of 2019. Any questions?

Unknown Attendee

attendee
#125

We do have a question from the VEB. And the question is the following: what's the benefit of such an authorization for shareholders?

Gheorghe Wijers

executive
#126

Ralph?

Ralph Hamers

executive
#127

Well, the benefit can be defined as follows. If the company finds itself in a situation where shares need to be issued rapidly or 81 need to be converted into shares, there needs to be the possibility to act rapidly in such a stage to make sure the company keeps running, keeps operating. And such an authorization basically gives the company the necessary flexibility to do this, given the fact that the usual procedure would be 32 days before you can actually call on an AGM to have the authorization. So it gives the Board sufficient flexibility to act under circumstances where you need to act quickly.

Gheorghe Wijers

executive
#128

Thank you. Then I would like to bring this proposal to the vote. The vote is opened. [Voting]

Gheorghe Wijers

executive
#129

And the vote is closed. And 95.86% of the votes were cast in favor. Thank you. We now come to item 9b, the authorization to issue ordinary shares with or without preemptive rights of existing shareholders. Once again, a proposal that has been indicated -- commented in the explanatory notes. There is the authorization that refers to 10% of the issued capital. No questions. So please, you can vote now. [Voting]

Gheorghe Wijers

executive
#130

And the vote is closed. And once again, the motion has been adopted with 97.56% of the votes. Thank you, and that brings me to Item 10, the authorization of the Executive Board to acquire ordinary shares in the company's capital. Once again, this is the kind of point of basically, the annual point on the agenda. I'm not going to bore you with any explanations unless you would like to have some answers. Can we vote on this point? The vote on this point has been opened. [Voting]

Gheorghe Wijers

executive
#131

And the vote is closed. And we have 96.43% of the votes cast in favor. Ladies and gentlemen, before I close this meeting, on behalf of all of you, but also on behalf of the members of the Supervisory Board, I want to address a number of people who are leaving us after years of good services rendered to the company. I would like to remind you once again that last year, Henk Breukink stepped down. And that in the confusion of the events, I didn't thank him properly. Well, after that, during all kinds of dinners, I thanked him. So that's ended up all right. But now we have Robert Reibestein, Eric Boyer, Hermann-Josef Lamberti and Ralph. But let me start with Robert. Robert, as of the 1st of January this year, he stepped down as a member of Supervisory Board because of health reasons. He was a member of the Supervisory Board as of 2013 appointed. 2012, he was the Chair of the Risk Committee, was a member of the Risk and Audit committee. And in all these positions, he brought a very valuable contribution to ING, and we are thankful. And I can inform you that outside of the formal meetings, and you always have a list of all these, but outside the scope of the formal sessions, lots of things happen as well involving the members of the Supervisory Board, involving the members of the Executive Board as well. And I think all members will agree with me in saying how valuable his contribution on strategy, top structure, corporate structure was outside the scope of the meeting. So he was an exceptional supervisory director that we will miss badly. All the best to you, Robert. Eric and Hermann have both indicated that they'll be stepping down at the end of the meeting for personal reasons. And Eric, Eric Boyer, ladies and gentlemen, has been a member of the Supervisory Board since 2014. Before that, he was a member of the Executive Board of ING, Commercial Banking and also a member of the Board of ING Belgium. And he's also stepping back as a CEO and Chairman of ING Belgium. He started his career at Citibank and later in 1984 Bank Bruxelles Lambert, the Belgium bank that ING purchased in '98. So when ING acquired that bank, he was part of the packet, a real asset, you could say. And he has great skills to bring people together to work on something new. For 36 years, he was part of our company. And his extensive expertise, his long-standing experience, in-depth knowledge of banks, and particularly the Dutch and Belgian banking sector, have led ING through difficult times. He's a top banker with sharp analysis that has made an enormous and very valuable contribution to ING. We would like to thank him for his dedication and his significance for ING. And it's quite extraordinary. I would like to add a personal note to this, ladies and gentlemen. Up to today, Eric is flooding me and other people with all sorts of articles from the financial press in order to draw attention to all sorts of extraordinary things. And I trust that, Eric, after you formally step down, you will nonetheless continue to be part of the ING family and that we don't lose touch. So see you soon. Hermann-Josef Lamberti. He is also going to leave us. In 2013, he joined the Supervisory Board. Before that, he was a member of the management Board of Deutsche Bank. Chief Operating Officer was his last position and he was appointed by ING because of his international career in all sorts of very diverse sectors. Now we saw that because he contributed know-how with respect to international business but also financial services, had experience as a member and Chairman of the Supervisory Board of other international companies. He was Vice Chairman, Chairman of the Audit Committee and a member of the Risk Committee. And in those positions with his experience, he has meant so much to ING. Hermann, I will miss your authentic, in-depth and sometimes very critical analyses. You were an excellent supervisory director. So I hope -- I wish you all the best, and we're very, very sorry that they're stepping down, but obviously, we respect their decisions to step down. And we are happy to say that we have been able to find good successors. Ladies and gentlemen, from 2 shareholders -- 2 shareholders asked me to express a few words to Ralph and to thank Ralph on their behalf. I'll do that before I speak on my own behalf. First of all, on behalf of [ Mr. Acru ], Ralph, according to him, and I agree with him, by the way, since October 2013, you changed the bank considerably. ING was a bancassurance company, EUR 14.5 billion. We had to pay back the debt. ING was a traditional bank with traditional visions and product groups. In 2020, the bank underwent an enormous change. The bank grew to EUR 900 billion after the split, and the bank is working in agile teams in order to be able to deliver to customers very quickly, which is an enormous achievement. And I would like to thank Mr. Hamers for that. Ordinarily, the company will take leave of a CEO in an appropriate way. Now given the circumstances, it's not possible. But -- and he asks whether we will formally take leave of Ralph Hamers. Don't you worry. We will. Won't we, Ralph? Now [ Mr. Vanderboss ], [ Herbert Vanderboss ]. Actually, he would like to praise you because -- he would like to thank you also for all the explanations you gave, in answer to all the questions he's been asking in the past 7 years and, along with your introductory presentation, was very refreshing. And you appeared in the news in negative ways, always about salary and bonuses, and you yourself, says [ Mr. Vanderboss ], were not very much in favor of bonuses. But -- and for the most CEOs, hardly have a private life, ING determines your private life to a great extent. So others, on Saturday morning, can go and watch some sports, some games, but that's always very difficult if the children are playing football in Amsterdam and you're in Sydney. So it's quite -- it's hard to understand why you're always portrayed that way in the news, and that must have been very, very difficult for you, your wife and your children. Even in an interview in which you indicated, that is the way I interpreted it, says [ Mr. Vanderboss ], that it's very difficult to find financial top talent and to attract it to the Netherlands. And there was always criticism. And people thought you were talking about your own remuneration, but you were talking about the climate in the Netherlands to establish a business here. [ Mr. Vanderboss ] is complimenting the previous Supervisory Director who decided to bring you to the Netherlands from Belgium. And [ Mr. Vanderboss ] says that you only wanted to come if you were allowed to go and celebrate Carnival in Limburg in the south of the Netherlands. So Ralph, once again, thank you very much. Do a good job at UBS like you did with ING. And FC 2 is not IX, quite right. The football they play there is a sort of provincial football. And the stadium there is not -- is called [ Bergholz Heider ], by the way. So that is what they wanted to say to you, Ralph. But I'd also like to take the liberty to say a few words as well. It's been a couple of weeks that you announced that you were leaving ING in order to make a move to UBS as CEO. At the time, I said to you, and also on behalf of the other supervisory directors, my colleagues, I said that we regretted it that you're leaving. And we know that you struggled with this decision because you're very loyal to the organization, ING, at 29 years, which is the -- the biggest part of your career is with ING, years in which you were able to develop yourself in other countries, have positions in other countries and then the last few years, as CEO, in which you meant so much to this company. You kicked off changes, you've been inspiring with a very strong customer focus, which has been so important to ING. And also you started to think beyond banking, as you showed just now. These have been tough years, turbulent times when you started. When we needed to change course, we did change course, disruption. And you said you've got to disrupt yourself before others do so. And that was the way you worked. You were going to change ING. You made sure that the government bailout was paid back. You defined a clear strategy to become the best digital bank in the world. You -- and this is very important, you did everything to make sure that your customers had a very extraordinary experience at ING by performing differently, by doing it differently. You created inspiration and looking for inspiration outside the bank, bringing it into the bank. You turned ING into a company that is a frontrunner in the field of digital banking. And also, internationally, and I've seen this myself, you made sure that the bank really had an outstanding name, an outstanding reputation in terms of digital banking. And everybody understands that if you want to know something about digital banking and platforms, you have to knock on ING's door. And also in terms of sustainability, you started so many processes, and ING is considered to be a frontrunner, also given the fact that last year, you were allowed to address the general meeting of the UN last year. Ralph, thank you for all your efforts. That became so clear this afternoon as well. I mean you had such an inspiring speech. You can be proud of what you're leaving behind. You've accomplished so much, and we're going to continue to build on that. And personally, if I may say, we worked very closely for 3 years. We've experienced so much, headwinds, stress, but we laughed a lot as well, always. We laughed, and always full openness and mutual confidence and trust, and that was great. Undoubtedly, you'll have a wonderful future at UBS. Thank you for everything. Thank you. I would like to close the meeting, but I see that [ Mr. Frake ] wants to have the last word.

Unknown Shareholder

shareholder
#132

It is good tradition at ING that there's always any other business.

Gheorghe Wijers

executive
#133

No. There was no any other business last year either.

Unknown Shareholder

shareholder
#134

I would suggest that we would have any other business because that's quite common at AGMs.

Gheorghe Wijers

executive
#135

No. I think it's a great custom not to have any other business. This is one of the things the Chairman can decide. But what was your point? Was it about closing the meeting and thanking Mr. Hamers?

Unknown Shareholder

shareholder
#136

Well, the issue is -- is that ING is very good at developing its own talent. I hope you continue that tradition with Steven van Rijswijk, who's so good at global clients and M&A. It's fantastic what Ralph Hamers has done. He was one of the talented officers in ING Bank International. It was never about money. It was about great relationships with customers and with staff. The personal touch of Ralph Hamers, always accessible to everyone, that was great. I'd like to thank him for that as a shareholder. And I hope that he's heading for quieter times, more appreciation for all sorts of things. And I hope he doesn't have to go through all these idiotic issues. I hope that he'll experience all these wonderful things. At ING Bank, I wasn't allowed to dine with customers. But ING bankers, I -- when I was there, I had to have a dinner with customers. And I was making much more money there than I was here. That's the difference, and I'm sure that's going to happen again in Switzerland.

Gheorghe Wijers

executive
#137

Thank you. These are very kind words. The only thing that we cannot wish him is quiet times because I think we can count on it that, at UBS, there are quite some challenges in today's world. But he hasn't left us yet. And for the rest, you're quite right, that in that sense, the comparison between ING and IX is appropriate. We've got all these talented people. Ladies and gentlemen, the final results of the votes will be posted on ING website within a couple of days. The minutes, you can receive the minutes. You can fill in a request, an application form, which is available. We would request you to return the chip cards and the handsets. And well, thank you for coming. Travel safely. Keep a distance, and thank you for supporting ING. The meeting is closed.

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