Euronext - 2019 Universal Registration Document

Corporate Governance 4 Management Structure

Committees of the Supervisory Board

The responsibilities of the Nomination and Governance Committee relating to governance include the supervision and evaluation of compliance with the Dutch Corporate Governance Code. The roles and responsibilities of the Nomination and Governance Committee as well as the composition and the manner in which it discharges its duties are set out in the charter of the Nomination and Governance Committee included in the regulations of the Supervisory Board. The Nomination and Governance Committee will meet as often as necessary and whenever any of its members requests a meeting. Remuneration Committee As per 1 January 2019, the Remuneration Committee was composed of Lieve Mostrey, Ramon Fernandez, Manuel Ferreira da Silva and Padraic O’Conner. Following the Annual General Meeting that was held on 16 May 2019, Ramon Fernandez retired from the Committee. Nathalie Rachou and Dick Sluimers were appointed to the Committee on 5 November 2019. As per 31 December 2019, the Remuneration Committee was composed of Lieve Mostrey, Manuel Ferreira da Silva, Padraic O’Connor, Nathalie Rachou and Dick Sluimers. The Committee has been chaired by Lieve Mostrey throughout 2019. Nathalie Rachou has succeeded her as the Committee’s Chair on 1 January 2020. The responsibilities of the Remuneration Committee include analysing the possible outcomes of the variable remuneration components and how they may affect the remuneration of the members of the Managing Board, preparing proposals for the Supervisory Board concerning remuneration policies for the Managing Board to be adopted by the General Meeting, preparing proposals for the Supervisory Board concerning the terms of the service agreements and total compensation of the individual members of the Managing Board, preparing proposals for the Supervisory Board concerning the performance criteria and the application thereof for the Managing Board, preparing proposals for the Supervisory Board concerning the approval of any compensation plans in the form of share or options, reviewing the terms of employment and total compensation of employees directly reporting to the Managing Board and the total compensation of certain other specified employees, defined in consultation with the Managing Board, overseeing the total cost of the approved compensation programmes, preparing and publishing on an annual basis a report of its deliberations and findings and appointing any consultant in respect of executive remuneration. The roles and responsibilities of the Remuneration Committee as well as the composition and the manner in which it discharges its duties are set out in the charter of the Remuneration Committee included in the regulations of the Supervisory Board. The Remuneration Committee will meet as often as necessary and whenever any of its members requests a meeting. Other than as set out in section 2.1 above and in accordance with provision 2.1.10 of the Dutch Corporate Governance Code, the Supervisory Board complies with the requirements of independence, as set out in the best practice provisions 2.1.7–2.1.9 of the Code.

Audit Committee As per 1 January 2019, the Audit Committee was composed of Jim Gollan, Kerstin Günther, Luc Keuleneer and Franck Silvent. Dick Sluimers was appointed to the Audit Committee on 15 May 2019 and retired from it on 5 November 2019, at which date Morten Thorsrud was appointed to the Audit Committee. As per 31 December 2019, the Audit Committee was composed of Jim Gollan, Kerstin Günther, Luc Keuleneer, Franck Silvent and Morten Thorsrud. The Committee has been chaired by Jim Gollan throughout 2019. The Audit Committee has a majority of independent members. The Audit Committees assists the Supervisory Board in supervising and monitoring the Managing Board by advising on matters such as the compliance by Euronext with applicable laws and regulations, Euronext’s disclosure of financial information, including its accounting principles, the recommendation for the appointment of Euronext’s external auditor to the General Meeting, the recommendations from Euronext’s internal auditor and external auditor, and the review of the internal risk management and control systems and IT and business continuity safeguards, as well as technologies and security issues. The roles and responsibilities of the Audit Committee as well as the composition and the manner in which it discharges its duties are set out in the charter of the Audit Committee included in the regulations of the Supervisory Board. The Audit Committee will meet as often as the Chairman of the Audit Committee or a majority of the members of the Audit Committee deems necessary but in any event at least twice a year. Nomination and Governance Committee As per 1 January 2019, the Nomination and Governance Committee was composed of Dick Sluimers, Ramon Fernandez, Manuel Ferreira da Silva and Lieve Mostrey. Following the Annual General Meeting that was held on 16 May 2019, Ramon Fernandez retired from the Committee. Padraic O’Connor was appointed to the Committee on 31 July 2019, and Nathalie Rachou on 5 November 2019. As per 31 December 2019, the Nomination and Governance Committee was composed of Dick Sluimers, Manuel Ferreira da Silva, Lieve Mostrey, Padraic O’Connor and Nathalie Rachou. The Committee has been chaired by Dick Sluimers throughout 2019. The responsibilities of the Nomination and Governance Committee relating to selection and appointment include recommending criteria and procedures to the Supervisory Board for the selection of candidates to the Managing Board and the Supervisory Board and its Committees, identifying and recommending to the Supervisory Board candidates eligible to serve on the Managing Board and the Supervisory Board and its Committees, establishing and overseeing self-assessment by the Managing Board and the Supervisory Board and its Committees, conducting timely succession planning for the CEO and the other positions of the Supervisory Board and the Managing Board and reviewing and evaluating the size, composition, function and duties of the Managing Board and the Supervisory Board, consistent with their respective needs.

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2019 UNIVERSAL REGISTRATION DOCUMENT