With the presentation of the report 'Towards a strong, open and internationally competitive financial centre' by chairman Arthur Docters van Leeuwen to Finance Minister Wouter Bos the Holland Financial Centre (HFC) was launched. The principal financial-services providers in the Netherlands took part in this initiative. The aim of the HFC is to further develop the Netherlands into an internationally attractive and strong financial centre. The Netherlands have a lot to offer in the field of pensions in particular. By a pooling of forces, the competitiveness of the industry can be further enhanced from an international viewpoint. A few quick wins - most of which are not or only slightly controversial and are easy to implement - can rapidly make the Netherlands more attractive. From a group of fifty recommendations, ten have now been selected as having top priority. The recommendations concern legislation for limited companies, access to capital markets and fiscal aspects.
Participants in Holland Financial Centre:
The Dutch Authority for the Financial Markets, the Dutch Ministry of Finance, De Brauw Blackstone Westbroek, Robeco, NYSE Euronext, ING, Aegon, Rabobank Nederland, KAS BANK, Monitoring Commissie, ABN AMRO, Fortis, DNB, ABP, Shell Asset Management Company, KPMG, Loyens & Loeff, NautaDutilh, Gemeente Amsterdam, Deloitte, IMC, Eureko, Van der Moolen, PGGM, Mn Services, Philips Pensioenfonds, Allen & Overy, Delta Lloyd, Optiver, SNS Reaal, the Dutch Ministry of Social Affairs and Price WaterhouseCoopers, Ernst & Young, Cordares, Pensioenfonds Unilever Progress, the Dutch Ministry of Economic Affairs, and the Dutch Ministry of Justice.
Website www.hollandfinancialcentre.com
Further details from: Ronald Florisson e-mail ronald.florisson@robeco.com, mobile +31 - 6 - 538 315 86, office +31 - 10 - 224 28 10
Appendix to press release of Holland Financial Centre
1. Greater flexibility in allocating voting and dividend rights
Dutch company law for funds listed on the stock exchange is much more restrictive in the area of voting and dividend rights than that in other countries. Company law will shortly be providing greater possibilities for private limited companies (BVs). The same flexibility should also apply to public limited companies (NVs).
2. Official language
It must be made possible to exchange official documents and communications with shareholders exclusively in a language that is used in international markets. Particularly for companies whose activities and shareholders are outside the Netherlands, the obligation to have translations made into Dutch can be a burden benefiting no-one.
3. Identification of shareholders
It is not easy for Dutch listed companies to find out who their shareholders are. Shareholders are registered with intermediaries, such as banks and brokers and not with the fund that is listed on the stock exchange. Intermediaries that are affiliated to Euroclear, should immediately disclose the names of shareholders when requested to do so by a company, with an opt-out option for privacy reasons. Intermediaries that exercise a voting right for their clients must make the name of their clients known, otherwise they will lose their voting rights.
4. One-tier board
The management board is supervised by a supervisory board in accordance with Dutch company law. In most other countries, the management board comprises both executives and non-executives. It is possible to add non-executives to the board, but tasks and competencies are then not clearly regulated. Uncertainties remain for companies and investors about the legal position of the different types of members of the management board. Company law should establish greater clarity about the responsibilities of non-executives in a single management board.
5. UCITS status for professional investment funds
The AFM is currently not giving UCITS status to investment funds that are intended exclusively for professional parties. However, regulators in Luxembourg and Ireland do. UCITS status is necessary in order to permit foreign participation in pooling structures in the Netherlands. These structures currently still go to Luxembourg and Ireland.
6. Lightening of requirements when the conditions for investment funds are changed
Amendments to the requirements for an investment fund require a resolution taken at the meeting of shareholders. Often these resolutions for amendments are taken by the management board. In that case the requirement to advertise twice, both when the proposal is made and when it is approved is unnecessary. One advertisement is sufficient, after which the shareholders have three months to choose to sell their shares before the new specifications enter into force.
7. Restriction for financial institutions from outside the EU with sufficient supervision
It is not easy for financial institutions outside the EU to gain immediate access to the Dutch capital markets. Licenses are available for those institutions that are considered by the Dutch Ministry of Finance as having sufficient supervision. However, the number of such countries is still limited. Even if a license is granted, supplementary requirements are imposed that make the Netherlands less attractive for these non-EU institutions. These supplementary requirements should be limited to an absolute minimum, or removed entirely if necessary.
8. Dividend tax
Dividend tax is a problem for foreign investors, above all for those coming from countries that do not have a tax treaty with the Netherlands and therefore cannot deduct the tax. This deduction option should be facilitated. Dutch and EU pension funds should be exempted altogether.
9. VAT on the management fee
The management fee for the fund manager and for other suppliers of services to funds for collective investment and pooling vehicles are subject to VAT. Countries that are immediate competitors to the Dutch investment industry do not have this rule and the Netherlands are therefore less competitive for investment funds. VAT on the management fee and other services for funds for collective investment and pooling vehicles should be removed.
10. Fiscal transparency
The current requirements for fiscal transparency of investment funds mean that shifting a participation in such a fund requires approval from all the participants in the fund. In other countries this is not a requirement and it is considered as a heavy burden. The requirement for approval from all the other participants can be replaced with a check-the-box variant.