Recommendation 1 Recommendation 2 Recommendation 3 Recommendation 4

Recommendation 5 Recommendation 6 Recommendation 7 Recommendation 8

Market selection

Recommendation 4

Each market must have clear rules assuring investor protection by safeguarding participants from the financial risks of failed settlement and ensuring that listed companies are required to follow sound policies on corporate governance, transfer of economic benefits and shareholder rights.

1.	Does the depository or the market have securities lending and borrowing schemes in place, and are these open to all market participants and their settlement agents?	Securities lending and borrowing is in place in the Netherlands.
2.	Does the settlement system mark fail trades to market and collect margin from the failing counterparty to protect the innocent counterpart's interest?	The failing counterparty is fined by the clearing organisation when a trade fails in the clearing/settlement process. The fine is paid by the General Clearing Member on behalf of the failing counterparty, being the client of the General Clearing Member.
3.	Does the market operate a guarantee fund or have an equivalent procedure to protect against the cost of failed transactions; and which sectors of the market does it cover?	There is a clearing fund and there are margin requirements in place.
4.	Are the stock transfer agents (share registrars) linked electronically to the depository?	Not applicable.
5.	Is there a legal maximum time period to complete ownership transfers in the books of the issuer? If so, does market practice adhere to the deadline?	The Dutch Central Depository only holds bearer securities in her account, this means there is no transfer in the books of the issuer.
6.	Are investors entitled to all benefits arising on a security from the point of purchase; and how are any rules enforced?	Yes, investors are entitled to all benefits arising from the point of purchase. For all dividends, coupon payments (in fact all corporate actions with an ex date) the Dutch Central Depository has installed an automatic procedure which transfers all 'benefits' starting on ex date until ex date +9. After this period it is up to the buyer and seller.
7.	Is proxy voting permissible in the market and can such proxies be lodged by post or other remote delivery method?	Voting by mail is only allowed for 11 companies gathered in the 'Shareholders Communication System'. It is possible to attend the meeting on behalf of a client with or without voting instruction. In that case a power of attorney covers all instructions from the client.
8.	Are there binding rules in the market stating the minimum and maximum lapsed time between the announcement and completion of key events, including registration, the calling of shareholder meetings, the payment of dividends or interest, rights issues, tender offers and other voluntary corporate actions?	There are binding rules regarding a take-over (e.g. numbers of days between market deadline and 'offer declared unconditional, number of days between 'offer declared unconditional' and pay date), number of days between ex date and pay date regarding a coupon payment (3 days). Furthermore a shareholder meeting must be announced at least two weeks before meeting date.
9.	Are all voluntary corporate actions advised through a central mechanism assuring consistent information to all investors?	All Corporate Actions are announced in the daily paper 'Het Financieele Dagblad'. Furthermore there is information available from data vendors, the Dutch Central Depository, several Internet sites and direct information from Issuing Institutions.
10.	Is information on corporate actions available electronically, and is the minimum lapsed time for responding to such actions sufficient to enable all domestic and foreign investors to respond in a timely and considered fashion?	Yes, information is available by Post, Fax, Email or Swift.