The Company is subject to various disclosure rules, guidelines and requirements governing the independence of the Board and its committees.
Independence of a Director is defined as a person who has no direct or indirect material relationship with the Company, its subsidiaries, or its auditors, or as a partner, officer or significant shareholder of an entity that has a material relationship with the Company.
The Conduct Review and Corporate Governance Committee determines, at least annually, whether a Director is independent, based on information provided by each Director on a conflict of interest questionnaire that lists his/her personal business and other relationships and dealings with the Company or its affiliates and our auditors. The conflict of interest questionnaire also requires disclosure of all entities with which a Director or an Officer is involved.
Additional information relating to each Director, including the name(s) of any other reporting issuer(s) on whose board the Director serves and the attendance record for each Director, may be found on pages 4 to 10 of the
Management Proxy Circular.Prior to the transaction whereby ING Groep N.V. (“ING Group”) completed the sale of all of the shares that it held in ING Canada Inc. in a concurrent private placement and prospectus offering, ING Group was entitled to appoint and elect nominees to the Board of ING Canada based upon its ownership stake in the Company. ING Group no longer has any right to appoint or elect any directors of the Company.
Ten out of the 12 board members qualify as unrelated and independent, as they are independent from management and free from any interest, function, business or other relationship that could, or could reasonably be perceived to, materially, interfere with the Director’s ability to act in the Company’s best interest.