Euronext - 2019 Universal Registration Document

Corporate Governance

Report of the Supervisory Board

In 2019, seven Remuneration Committee meetings were held.

Name

Attended

Absence ratio

Lieve Mostrey

7 out of 7 meetings 1 out of 1 meeting 7 out of 7 meetings 7 out of 7 meetings 2 out of 2 meetings 2 out of 2 meetings

0% 0% 0% 0% 0% 0%

Ramon Fernandez (retired 16 May 2019)

Manuel Ferreira da Silva

Padraic O’Connor

Nathalie Rachou (appointed 5 November 2019) Dick Sluimers (appointed 5 November 2019)

Most Supervisory Board meetings were also attended by all or by most members of the Managing Board. In addition, several managers were invited to discuss specific items included on the Supervisory Board’s agenda.

4.3.3 SUPERVISORY BOARD ACTIVITIES The Supervisory Board was informed and consulted by the Managing Board in almost all of its meetings on the course of business and the main risks attached to it, Euronext’s financial and operational performance and matters related to the Euronext’s governance and strategy. Large parts of the meetings of the Supervisory Board that were held on 21 March 2019, 20 September 2019 and 18 November 2019 were dedicated to Euronext’s strategy. During the meetings held in 2019, the Supervisory Board approved the quarterly and semi-annual statements, the semi-annual report, the annual report for 2018, the budget for 2020, and the agendas of the General Meetings, including the nomination for appointments to the Supervisory Board and the Managing Board, the nomination of the external auditor, and a proposal regarding the dividend. All meetings of the Supervisory Board were prepared by the Chairman of the Managing Board in close co-operation with the Chairman of the Supervisory Board. BOARD EVALUATION The annual evaluation of the Supervisory Board, its Committees and Managing Board by the Supervisory Board relating to the year 2019 took place in January and February 2020. This evaluation was conducted through questionnaires, the results of which were compiled by the Corporate Secretary. The report on the outcome of the questionnaires was discussed initially by the Nomination and Governance Committee and subsequently by the Supervisory Board as a whole. The topics included in the questionnaires covered, among other items, the interaction with the Managing Board, the Supervisory Board meetings, Chairmanship, communications, decision making processes, lessons learned from events that occurred through the year, succession and development planning, shareholder value, the composition and profile of the Supervisory Board, the Committee structure and the competencies and expertise of its members. The performance of the individual Management Board members and the Management Board as a whole was discussed during the physical meetings of the Nomination and Governance Committee and the executive session of the Supervisory Board in December 2019 and February 2020. 4.3.4

After discussing the results of the questionnaires, the Supervisory Board concluded that the Supervisory Board and its Committees had properly discharged their responsibilities during 2019. During the board evaluation, the Supervisory Board further concluded that the relation and interaction with the Managing Board, including the flow of information, was good. The Chair of the Remuneration Committee led the review of the performance of the Chairman. The Supervisory Board concluded that the Chairman had performed his duties well. The Supervisory Board and its Committees agreed that during 2020 they will increase their attention for items such as cybersecurity and ESG. REPORT 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 Committee on 15 May 2019 and retired from it on 5 November 2019. Morten Thorsrud was appointed to the Committee on 5 November 2019. 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 convened six times in 2019. These meetings were regularly attended by, in addition to the members of the Audit Committee, the Chairman of the Supervisory Board, the CEO, the CFO, the member of the Managing Board in charge of Operations, the Chief Information and Technology Officer, the Head of Risk and Compliance department, the General Counsel, the Head of Internal Audit and the external auditors. In addition, the Audit Committee held regular individual discussions with the external auditors and the Head of Internal Audit. The Supervisory Board was regularly informed about the results of these discussions. The Chairman of the Audit Committee reported to the Supervisory Board about the activities of the Committee and about its meetings and discussions in the Supervisory Board meetings. Among the items that were discussed by the Audit Committee were the annual, semi-annual and quarterly figures, risk management, the investor base, the share price development, the appointment of the external auditors, the internal and external audit planning and reports, litigations, and the external Auditors’ reports. 4.3.5

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2019 UNIVERSAL REGISTRATION DOCUMENT