Euronext - 2019 Universal Registration Document

Corporate Governance

Management Structure

Morten Thorsrud Morten Thorsrud is a member of the Supervisory Board and a member of the Audit Committee. He was appointed to the Supervisory Board in November 2019. Mr Thorsrud is the President and CEO of If P&C Insurance Company, a position he has held since 2019. He has been with the company in various roles since 2002. In addition, he has been a member of the Sampo Group Executive Committee since 2006, and a member of the Sampo Managing Directors Committee, a member of the Board

of Finance Norge and a member of the Board of Topdanmark, all since 2019. Previously, from 1996 to 2002, he was with McKinsey & Company, most recently as an Associate Partner. Mr Thorsrud has a master of Business and Economics from the Norwegian School of Management. The table below contains information on the members of the Supervisory Board that has not been included above (also as at 31 December 2019).

Independent/ non-independent

End of current term

Name

Age

Gender Nationality

Profession Member since

Dick Sluimers

66 62 64 52 60 59 70 62 47 49

Male

Dutch

Economist

14/07/2016 15/03/2014 20/07/2015 14/07/2016 06/06/2018 19/12/2014 06/06/2018 05/11/2019 03/11/2017 05/11/2019

Independent Independent Independent Independent

2020 2022 2023 2020 2022 2022 2022 2023 2021 2023

Manuel Ferreira da Silva

Male Portuguese

Banker

Jim Gollan

Male

British

Accountant Engineer Professor

Kerstin Günther Luc Keuleneer Lieve Mostrey Padraic O’Connor Nathalie Rachou

Female

German Belgian Belgian

Male

Non-independent Non-independent

4

Female

CEO

Male

Irish

Economist

Independent Independent

Female

French

Director

Franck Silvent

Male Male

French Managing Partner

Non-independent

Morten Thorsrud

Norwegian

Director

Independent

Euronext will continue to promote gender diversity within its Supervisory Board by taking into account all relevant selection criteria including, but not limited to, gender balance, with regard to future appointments. During 2019, no Supervisory Board member acted as a delegated Supervisory Boardmember, nor was any Supervisory Boardmember involved in Euronext’s management. As far as Euronext is aware, there were no transactions in which there were conflicts of interest with the members of the Supervisory Board that were of material significance to Euronext and/or to any of its subsidiaries during the 2019 financial year. Euronext’s Articles of Association provide for an indemnity for each present or former member of the Managing Board and each present or former member of the Supervisory Board against all costs, charges, losses and liabilities incurred by them in the proper execution of their duties or the proper exercise of their powers in any such capacities in the Company including, without limitation, any liability incurred in defending proceedings in which judgment is given in their favour or in which they are acquitted, or which are otherwise disposed of without a finding or admission of material breach of duty on their part, other than cases of willful misconduct or gross negligence ( opzet of grove nalatigheid ). The Supervisory Board is supported by Euronext N.V.’s Company secretary, Paul Theunissen. Euronext N.V.’s registered address serves as the business address for all members of the Supervisory Board, being Beursplein 5, 1012 JW, Amsterdam, the Netherlands.

Three members of the Supervisory Board, namely Luc Keuleneer, Lieve Mostrey and Franck Silvent, were proposed by the Company’s Reference shareholders, who as a group hold more than ten percent of the Company’s shares. The Company regards these three members of the Supervisory Board as non-independent within the meaning of the Dutch Corporate Governance Code. The background of the presence of three non-independent members in Euronext’s Supervisory Board is related to the wish of Euronext College of Regulators for Euronext to have a number of stable, long-term shareholders. Until 1 January 2020, Dutch law required large Dutch companies to pursue a policy of having at least 30% of the seats on both the Managing Board and the Supervisory Board held by men and at least 30% of those seats held by women. In September 2019, the Dutch “Sociaal Economische Raad” published a report advocating an integral approach and strict regulations when it comes to diversity “at the top”. The Dutch government fully adopted these recommendations. In the first half of 2020 a new bill is expected for Dutch listed companies to represent at least 30% of men and women on the Supervisory Board. This new bill also includes an obligation for large companies in general to strive for appropriate and ambitious targets for the top and sub top of the Company. Although the Nomination & Governance committee of Euronext already acts in line with requirements in this respect as set in clause 2.2.5 of the Dutch Corporate Governance Code, Euronext, as a large Dutch company agrees with report of the “Dutch Sociaal Economische Raad” and is in favour of a quick implementation of legislation in this respect. Euronext already meets the gender diversity targets with respect to the Supervisory Board, as three of the ten members are women.

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2019 UNIVERSAL REGISTRATION DOCUMENT