Euronext - 2019 Universal Registration Document
Corporate Governance
Management Structure
Advisory Board of Rabobank, Chairman of the board of Governors of the Postgraduate Programme for Treasury Management at the Vrije Universiteit Amsterdam, a member of the Advisory Board of Netspar and a board member of Holland Financial Centre. He studied economics at the Erasmus university in Rotterdam and read politics at the university of Amsterdam for several years. Manuel Ferreira da Silva Manuel Ferreira da Silva is a member of the Supervisory Board, a member of the Remuneration Committee and a member of the Nomination and Governance Committee. He was appointed to the Supervisory Board of Euronext N.V. in 2012. Mr Ferreira da Silva is Vice-Chairman of the board of the SERRALVES Foundation, Museum of Contemporary Art. He served for thirty-five years as a banker at Banco BPI where he was executive member of the board for the last sixteen years and the CEO of its wholly- owned investment bank. He was a member and, between 2012 and 2014, Chairman of the council of the university of Porto School of Economics and is the Vice-Chairman of the Supervisory Board of Porto Business School. He was member of the board of the Lisbon and Porto Stock Exchanges between 2000 and 2001 and a member of the Advisory Board of the Portuguese Securities Market Commission (CMVM) between 2001 and 2005. Between 1980 and 1989, Mr Ferreira da Silva lectured at the university of Porto School of Economics and spent two years as an assistant director of the Navy’s Centre of Operational Research. He graduated with a degree in Economics from the Universidade do Porto in 1980 and holds a MBA from the Nova School of Business and Economics (Lisbon, 1982). Jim Gollan Jim Gollan is a member of the Supervisory Board and chairs the Audit Committee. He was appointed to the Supervisory Board in 2015. He is also the Chairman of Euronext London. Currently, Mr Gollan is the Audit Committee Chair of Citibank Europe Plc and the Chair of the charity Brain Research UK. Previously, he was a board member of NYSE LIFFE and a non-executive director of Merrill Lynch International, where he chaired the board Risk Committee, and Bank of America Merrill Lynch International Limited, where he chaired the Board. His executive career includes roles as Board Chair, CEO and CFO, working in the United Kingdom, Europe and Asia in banking, fund management and financial markets with Standard Chartered, Lloyds Bank, Gartmore and SIX Group. Mr Gollan was also the practice leader of KPMG’s Financial Services Consulting, Asia and is a Fellow of the Institute of Chartered Accountants in England and Wales. Kerstin Günther Kerstin Günther is amember of the Supervisory Board and amember of the Audit Committee. She was appointed to the Supervisory Board in 2016. Ms Günther is a senior digitalization and transformation executive with 26 years international management experience in the ICT sector. In April 2019, Ms Günther joined the Helmholtz Institute Munich as scientific technical Managing Director. From 1991 till 2017 she worked for the Deutsche Telekom Group with focus on
As per 1 January 2019, the Supervisory Board was composed of Dick Suimers, Ramon Fernandez, Manuel Ferreira da Silva, Jim Gollan, Kerstin Günther, Luc Keuleneer, Lieve Mostrey, Padraic O’Connor and Franck Silvent. Ramon Fernandez retired from the Supervisory Board following the Annual General Meeting that was held on 16 May 2019. In the same meeting, Jim Gollan was re- appointed to the Supervisory Board for a term of four years. In an Extraordinary General Meeting held on 8 October 2019, Nathalie Rachou and Morten Thorsrud were appointed to the Supervisory Board, each for a term of four years, subject to regulatory approval. These appointments took effect on 5 November 2019. Dick Sluimers is the Chairman of the Supervisory Board. The Chairman of the Supervisory Board is not a former member of the Managing Board of the Company and is independent within the meaning of best practice provision 2.1.8 of the Dutch Corporate Governance Code. Euronext has assessed that the appointments to the Supervisory Board in 2019 are in compliance with the requirements as included in art. 5:29a of the Dutch “Wet op het financieel toezicht” regarding the maximum number of Supervisory Board positions. Nathalie Rachou and Morten Thorsrud took part in an induction program offered by Euronext. The induction program consisted of a series of meetings with key staffmembers, with whom the various aspects of Euronext business, clients and initiatives, governance and regulatory environment, finance and the risk and compliance program at Euronext were discussed. The Supervisory Board consisted of tenmembers as at 31 December 2019 and was composed as follows: Dick Sluimers Dick Sluimers is the Chairman of the Supervisory Board, chairs the Nomination and Governance Committee and is a member of the Remuneration Committee. He was appointed to the Supervisory Board in 2016. He is also the Chairman of the Supervisory Board of Euronext Amsterdam. Mr Sluimers is the former CEO of APG group. He currently is Extraordinary State Councillor at the Dutch Council of State. Furthermore he is the Chairman of the Supervisory Board of NIBC B.V. and a member of the Supervisory Board of AkzoNobel N.V., as well as a member of the Board of Directors of FWD group Limited. He is also a member of the board of Governors of the State Academy of Finance and Economics, a Trustee of the Erasmus university Trustfund, a member of the board of the Amsterdam Concert Hall Fund, and a member of the Electoral Committee of the Dutch Liberal Party, and a member of the advisory boards of Quore Capital and Hemingway Corporate Finance. Mr Sluimers was CFO and later CEO in the Management Board of pension fund ABP from 2003 to 2008. Between 1991 and 2003 he held various positions at the Dutch Ministry of Finance, most recently as Director General of the Budget. Prior to that he was Deputy Director General at the Ministry of Public Health and held senior positions at the Ministry of Social Affairs and the Ministry of Finance. In addition, he was a member of the Supervisory Boards of Fokker N.V., the National Investment Bank N.V., Inter Access N.V. and ABP Insurance N.V. He was also Trustee of the International Financial Reporting Standards Foundation (IFRS), a member of the
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2019 UNIVERSAL REGISTRATION DOCUMENT
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