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EXHIBIT C – BOARD AND/OR COMMITTEE MEMBERSHIP

C-(1) A description of the requirements applicable to membership on the ICE Endex 

Derivatives and ICE Endex Holding Board and Supervisory Board.

Constitutional Documentation: Articles of Association Requirements:

1. The ICE Endex Derivatives Articles of Association included as part of Annex A-1(2)

contain few provisions in relation to the composition of the Board of Directors of ICE 

Endex Derivatives especially as the only director of the Board is ICE Endex Holding, 

a corporate entity. The Articles of Association of ICE Endex Holding provide the 

relevant requirements applicable to appointment and ongoing membership of the ICE 

Endex Holding Board that is in charge of ICE Endex Derivatives.

2. ICE Endex Holding has a two-tier board structure, comprising an executive board 

(Management Board) and a non-executive, supervisory board (Supervisory 

Board). Article 11 of the ICE Endex Holding Europe Articles of Association 

(Annex A-1(7)) provides that the number of directors on the Management Board

of directors of ICE Endex Holding shall be at least one who shall be appointed by 

unanimous resolution of the General Meeting of Shareholders. The Management 

Board of ICE Endex Holding currently comprises one executive director: Pieter 

Schuurs is the President and the Chief Operating Officer of ICE Endex Holding.

Although the Management Board consists of only one person, responsibility for 

day-to-day management lies with the ICE Endex management team which next to 

the managing director consists of Wouter de Klein (ICE Endex’ Commercial 

Director). 

3. Pursuant to Article 12.2 of the ICE Endex Holding Articles of Association, the 

Management Board of ICE Endex Holding has adopted internal regulations, attached 

as Annex C-1(1), which are complementary to the rules and regulations applicable to 

the management board under Dutch law or the Company’s Articles of Association. 

The regulations, in general terms, by implication reference standards of conduct that 

are expected of Managing Directors of ICE Endex Derivatives. The regulations 

contain rules governing management board structure and process, auditing, corporate 

responsibility and compliance, financial transparency and information disclosure as 

well as defining the commitment to govern the company with the highest applicable 

standards. 

4. The Management Board and management team are accountable to the Supervisory 

Board and ICE Endex Holding’s shareholders for the performance of its duties and is 

responsible for the general policy and the strategy, as well as the day-to-day 

management of the ICE Endex group of companies, including ICE Endex Derivatives, 

which includes but is not limited to: administering the group’s general affairs, 

operations and finance; representing the group when entering into agreements on its 

behalf; monitoring the group’s compliance with all relevant legislation and 

regulations and managing risks associated with the group’s business; preparing 

operational and financial objectives and strategies; execution of operation plans. 
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5. Articles 17 of the ICE Endex Holding Articles of Association provide for the 

appointment of non-executive directors to the Supervisory Board. The Supervisory 

Board supervises the general policy and strategy of ICE Endex group of companies as 

executed by the executive board and provides advice to the executive board. It is 

responsible for, amongst others: approving the annual budget and financing, 

operational and investment plans as submitted by the executive board; authorising 

certain decisions to be made by the executive board; supervising the policy and 

actions executed by the executive board; supervising the general course of affairs of 

the ICE Endex group and the business it operates. In discharging its duties, the 

Supervisory Board aims to take into account the interests of the ICE Endex group, its 

business, the shareholders, other stakeholders and all other parties involved in or with 

the ICE Endex group. Additionally, Supervisory Board members are provided with 

direct access to senior executives and external advisors. At all times there should be 

five supervisory directors, to be appointed by the General Meeting of Shareholders. 

Two supervisory directors are appointed upon a binding nomination of ICE Futures 

Europe as shareholder of ICE Endex Holding whereas one supervisory director is 

appointed upon the binding nomination of Gasunie as shareholder of ICE Endex 

Holding. Two supervisory board directors are appointed as independent supervisory 

board directors. 

6. Pursuant to Article 18.6 of the ICE Endex Holding Articles of Association the 

Supervisory Board of ICE Endex Holding has adopted internal regulations, attached 

as Annex C-1(2), which are complementary to the rules and regulations applicable to 

the supervisory board under Dutch law or the ICE Endex Holding’s Articles of 

Association.

The regulations, in general terms, set the standards of conduct that are expected of 

Supervisory Board members of ICE Endex Holding. The regulations include rules 

governing the responsibilities, composition, expertise, powers of the chairman, term 

of office, conflict of interest and the relationship with shareholders of the Supervisory 

Board members. 

7. The Managing Director, management team and Supervisory Directors have skills, 

qualifications, experience and expertise that are essential to meet their responsibilities 

and obligations. Supervisory Board members must be able to devote a sufficient 

amount of time to perform their duties, including the preparation for, attending to and 

participation in the respective board meetings. 

Regulatory Requirements:

8. The Dutch Financial Supervision Act (Wet op het financieel toezicht, "DFSA", 

attached as Annex A-5(1)) sets rules on the persons in charge of day-to-day 

policymaking (the Managing Directors of ICE Endex Derivatives, the "Exchange"),

on the persons in charge of (non-day-to-day) policymaking as well as on members of 

the Supervisory Board. Section 5:29 (1-3) DFSA requires that:

 The day-to-day policy of the Exchange shall be determined by persons suitable for

conducting the business of the Exchange;

 The policy of the Exchange shall be determined or co-determined by persons 

whose trustworthiness is beyond doubt. The same applies to Supervisory Board 

members. With respect to the Exchange, this means that the trustworthiness of
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both the Managing Directors and the Supervisory Directors must be beyond 

doubt; and

 The suitability or trustworthiness of a person as referred to above shall be deemed 

to stay beyond doubt once this has been established for the purposes of the DFSA

by the Dutch Financial Markets Authority (Autoriteit Financiële Markten, the 

"AFM"), as long as a change in the relevant facts or circumstances has not given 

reasonable cause for a reassessment.

9. The suitability requirements are specified in the Policy Suitability 2012 of the AFM 

and the Dutch Central Bank (Beleidsregel geschiktheid 2012, the "Policy

Suitability"), attached as Annex C-1(3). According to Section 2.1. Policy Suitability,

suitability consists of knowledge, skills and professional behaviour. The suitability of 

a policymaker shows at least from his or her education, work experience and 

competences. 

10. The Managing Directors of the Exchange must be suitable with regard to the 

following topics:

 Management, organisation and communication;

 Products, services and markets on which the Exchange is active;

 Controlled and sound business operations; and

 Balanced and consistent decision making.

11. The testing of the suitability must take into account (1) the tasks and responsibilities 

of the Managing Director and (ii) the type, size, complexity and risk profile of the 

Exchange (Section 1.3 Policy). When testing a Managing Director, the AFM takes 

into account antecedents, with regard to, amongst others, supervision measures and 

bankruptcy history (Section 1.6 Policy).

12. Suitability testing must take place before the relevant person joins the Managing 

Board, or afterwards, if the circumstances give rise to that (Section 1.5 Policy

Suitability).

13. Compliance with Section 5:29 DFSA as a whole is also a requirement for obtaining a 

license to operate the Exchange (Section 5:27(1)(a) DFSA). For further elaboration on 

this, we refer to Exhibit F, under (2)(i). Also, if the Exchange intends to replace a

Managing Director, it must report this to the AFM. The AFM will then decide on its 

approval of the envisaged Managing Director in question (Section 5:29(5) DFSA). 

14. Confidential

15. The Dutch Civil Code (DCC) contains further requirements, which will apply to 

conduct and operations of directors on boards of Dutch companies.

 

Dutch company law requirements:

16. The duties and liabilities of the management board are, in general, collective. 

However, each director has his own duty of care for the proper performance of his

tasks. A director can discharge himself from liability by showing that any 

mismanagement or lack of supervision is not attributable to him. Article 2:9 of the 
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DCC requires directors to fulfill their duties towards the legal entity with due care and 

attention. Should they fail this duty of care, then the directors are personally liable for 

any damage caused to the company as a result thereof. Article 2:9 DCC only covers 

the directors' personal liability towards the company itself. In certain circumstances, 

however, creditors of the company can also hold the directors separately liable for 

damage resulting from actions taken during their directorship, such as providing 

incorrect information.

17. Under the Commercial Register Act, a company incorporated under the laws of the 

Netherlands is required to file extensive information with the relevant Chamber of 

Commerce, such as the company’s annual accounts, the articles of association, the 

issued and paid-up share capital, identity and address details of members of the 

management board and the supervisory board, identity of holders of shares that are 

not fully paid-up and the identity of any sole shareholder.

Additional Company Law Requirements:

18. The DCC states that on the bankruptcy of a company limited by shares, each director 

shall be jointly and severally liable to the bankruptcy estate for the amount of the 

company’s debts that cannot be satisfied out of the liquidation of its assets if the 

management has manifestly performed its duties improperly and it may be assumed 

that these actions constituted an important cause of the bankruptcy. The law 

automatically holds that the directors have performed their duties improperly in the 

following circumstances:

 The management has not filed the company's accounts within 13 months of the 

end of the financial year;

 The books and accounts of the company have not been kept in accordance with 

good accounting practices and do not provide a true insight into the financial 

position of the company.

19. In these cases the burden of proof is shifted to the directors, who must then prove that 

their failure to file the accounts or administrate properly did not constitute an 

important cause of the bankruptcy. In such cases it is extremely difficult for the 

directors to avoid liability.

20. If the trustee is of the opinion that there are other grounds for personal liability the 

trustee can also hold the directors liable, though the trustee has to prove that there has 

been serious misconduct leading to bankruptcy. Should the trustee believe that 

persons who are not officially directors, but can be deemed to have run the company, 

are largely responsible for the bankruptcy, Dutch law provides that the trustee may 

hold these persons liable in the same manner as the actual company directors. The 

directors can also be held personally liable for unpaid tax debts of the company, in 

such cases where the directors have not reported the inability of the company to pay to 

the tax authorities. 

C-(2) A description of the process by which ICE Endex ensures that potential 

governing board and committee members/other participants meet these standards.
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21. Internally the Exchange’s Legal and Compliance departments will in accordance with 

their day to day responsibilities ensure that relevant regulatory, legal and corporate 

governance obligations established through legislation, regulatory correspondence and 

relevant constituent documentation are discharged as appropriate. 

22. Externally, the ongoing supervisory relationship with the AFM has as part of its focus

the discharge by the Exchange of its regulatory obligations, which includes regulatory 

requirements applicable to the ICE Endex Holding Management Board. 
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C-(3) A description of the provisions to minimize and resolve conflicts of interest with 

respect to membership on the Board and Board Committees.

23. Article 15 of the ICE Endex Holding Articles of Association included as part of

Annex A-1(7) as well as Article 8 of the Regulations of the executive board of ICE 

Endex Holding included as Annex C-1(1) contain provisions which address the 

manner in which conflicts of interest are required to be dealt with at Management

Board level. These provisions include the procedure for declaring an interest and 

further the restrictions that thereafter shall apply to a Managing Director in relation to 

such director’s declared interest. 

24. Confidential

25. The company undertakes an annual exercise in relation to establishing any pecuniary 

interest that a Managing and Supervisory Directors and management team members 

of ICE Endex Holding might have in relation to ICE Futures Europe or the ICE 

Group. This exercise is undertaken for the purposes of relevant disclosures that are 

required to be made in the audited statutory accounts. Any declaration might then also 

be relevant for the purposes of a director’s obligation to declare an interest under the 

ICE Endex Holding Articles of Association. 
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C-(4) A description of the rules with respect to the disclosure of material non-public 

information obtained as a result of a member’s or other participant’s performance on 

the Board or Board Committees.

26. Confidential

27. These policies all have sections that deal with ensuring that information that is 

material non-public information, including confidential and proprietary information of 

ICE Inc. and its affiliates, as well as confidential and proprietary information of the 

participants of the Exchange is managed appropriately. 

28. Also, based on Section 5:56(1) DFSA persons that have access to inside information 

by virtue of their duties, profession or position may not use that information by 

making a transaction.

29. The DFSA, containing Chapter 5.4, Section 5:56, is attached as Annex A-5(1). Please 

note that this unofficial translation dates from 2009.