Euronext - 2020 Universal Registration Document
Corporate Governance 4 Report of the Supervisory Board
Camille Beudin Camille Beudin is Head of Strategic Development and Mergers & Acquisitions at Euronext. Mr Beudin joined Euronext in 2016 to lead the external growth and the strategic development of Euronext. Before joining Euronext, Mr Beudin spent eight years in the investment banking industry working on corporate finance products such as mergers & acquisitions, equity capital markets advisory and structuring of financing solutions. He was notably Vice President in the Investment Banking Division of Deutsche Bank between 2012 and 2016 and an Associate at Royal Bank of Scotland prior to that. Mr Beudin is a director notably of Oslo Børs ASA and Nord Pool Holding AS. He graduated from EDHEC Business School with a master in Management. With effect from 1 January 2021, a number of changes have taken place in the governance structure of Euronext at management level. An Operating Committee, as contemplated by best practice provision 2.1.3 of the Dutch Corporate Governance Code, has been created which will be responsible for the operational management of Euronext’s business units and support functions. The Managing Board remains the statutory executive governance body of Euronext NV. It is composed of the CEO, the COO, the Global Head of Sales, and the CEOs of Euronext Amsterdam, Euronext Brussels, Euronext Dublin, Euronext Lisbon, Euronext Paris and Oslo Børs. The Operating Committee focuses on Group-level business and operational matters. It is composed of the CEO, the COO, the Global Head of Sales, FICC Markets and Advanced Data Services, the Global Head of Primary Markets, Corporate Services and Post-Trade, the Head of Cash Equity and Derivatives Markets, the Chief Financial Officer, the Chief Talent Officer, the General Counsel and the Head of Strategic Development and M&A. The Operating Committee and the Managing Board together form the Extended Managing Board, which designs and implements the Group’s strategy. The members of the Extended Managing Board participate to the meetings of the Supervisory Board. Changes in the governance structure with effect from 2021
In line with the federal model, these evolutions will allow local CEOs to focus on Group strategy and on management of local teams, clients and regulators. Local CEOs remain the senior face of Euronext with Euronext’s external stakeholders. The new governance structure will lead to a more efficient and transparent management of the Company and its subsidiaries. Diversity 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. Following a report of the Dutch “Sociaal Economische Raad”, a legislative proposal for Dutch large companies was adopted by the Dutch parliament and was submitted to the Senate in February 2021. In line with the expected legislation Euronext strives for appropriate and ambitious diversity targets at the top and sub top. Euronext qualifies as a large Dutch Company and has set a goal to improve the gender diversity targets with respect to the Managing Board, as less than 30% of its members are women. This is partly related to historical circumstances and partly to the sectors in which Euronext is active. The Managing Board is geographically balanced and is composed of members from each local Euronext market operator. Out of thirteen members (including Extended Managing Board members and Stéphane Boujnah), three members were female as at 31 December 2020. The Senior Leadership team in 2020 was composed of 36% of women. The balance of country representation was the following: 49% France, 9% Norway, 8% the Netherlands 8% Ireland, 6% Denmark, 6% Portugal, 6% United Kingdom, 4% Belgium, and 4% United States, 2% Spain. The average age of this group is 44 years. Euronext will continue to promote gender diversity within its Managing Board by striving to increase the proportion of female members by taking into account all relevant selection criteria including, but not limited to, gender balance, with regard to future appointments.
4.3 Report of the Supervisory Board
4.3.1 MEETINGS The Supervisory Board met seventeen times in 2020: there were one in-person meetings, four conference calls and twelve meetings by videoconferencing. The Supervisory Board discussed amongst others the following topics: the quarterly, half year and full year results, the dividend proposal, the 2021 budget and forecast, 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, the strategy, the implementation of the strategy and the principal risks associated with it, the risk profile, M&A opportunities, the contemplated acquisition of the Borsa Italiana Group (see section 1.2.2 – Update in 2020 for more information on the Proposed Combination) and the impacts and developments of the Covid-19 pandemic. It monitored the activities of the Managing Board with regard to creating a culture aimed at long-term value creation for the Company and its affiliated enterprise, and with regard to procedures for reporting actual or suspected irregularities.
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2020 UNIVERSAL REGISTRATION DOCUMENT
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