Broadening board options
When ING Group’s US subsidiary was spun off in 2013 to become Voya Financial, the newly independent company had already made a conscious decision to create a highly diversified board. Initially, Voya’s board comprised directors from ING’s board but, under a shareholder agreement with its former parent, one or two of those directors were required to step down from Voya’s board each time ING sold down a significant number of Voya’s shares. The entire sell-down took a year and a half.
Jean Weng, Voya’s senior vice president, deputy general counsel and corporate secretary, has been praised for managing the process of recruiting an entirely new board of independent directors that is diverse in its gender, ethnic and experiential composition. With each of ING Group’s last two sell-downs – in March and October 2015 – Voya’s board became very small, which put more pressure on the governance team and existing board members to bring in new directors as quickly as possible without compromising the due diligence process for each candidate.
In recruiting board members for diversity, Voya is as interested in business experience as in gender and ethnic background, Weng says. ‘Being a financial com- pany, our financial statements are pretty complicated,’ she explains. ‘David Zwiener is chair of the audit committee but we didn’t want just one person with a particular skill set. We looked specifically for people with experience in marketing and technology.’
The latter skill set has become critical as cyber-security concerns mount, though marketing experience is equally important for a young company looking for new ways to use social media and a variety of platforms, including tablets and mobile phones, to sell to a new generation of consumers, Weng adds.
Another notable governance decision is Voya’s move to virtual-only annual shareholder meetings. ‘The benefit of being a new public company is [the ability to] explore new avenues,’ Weng says. ‘If you’re a JPMorgan and you’ve been doing this for a long time’, it’s harder to switch. The switch aligns with Voya’s ‘strategy to be more virtual-friendly to a new generation of shareholders and other constituents,’ Weng says. ‘Having spoken with Broadridge, we got comfortable with the idea that it provides everything you could get in an in-person meeting. The first year, we did it pretty tentatively, but we got rave reviews.’
In 2015 Voya received a shareholder proposal from a proponent who wanted to present at the annual meeting. ‘At first, he was perplexed that there was no conference room [to present from], but we gave him 10 minutes to give his presentation and field questions [online],’ says Weng.