Euronext - 2020 Universal Registration Document

Corporate Governance 4 Report of the Supervisory Board

In 2020, eleven Remuneration Committee meetings were held.

Name

Attended

Absence ratio

Nathalie Rachou

11 out of 11 meetings 11 out of 11 meetings 9 out of 11 meetings 10 out of 11 meetings 10 out of 11 meetings

0% 0%

Manuel Ferreira da Silva

Lieve Mostrey

18.18%

Padraic O’Connor

9.09% 9.09%

Dick Sluimers

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 20 March 2020, and 5 November 2020 were dedicated to Euronext’s strategy. During the meetings held in 2020, the Supervisory Board approved the quarterly and semi-annual statements, the semi-annual report, the annual report for 2019, the budget for 2021, 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 cooperation with the Chairman of the Supervisory Board. BOARD EVALUATION The annual evaluation of the Supervisory Board and its Committees relating to 2020 took place in February 2021. This evaluation was conducted by one of the global executive search firms through individual interviews with each Board member. The outcome of the interviews was presented in a report, including recommendations, which were discussed by the Supervisory Board as a whole. The report covered the following sections: “Governance Fit”, “Relationship between Supervisory Board, Managing Board and stakeholders”, “Board composition”, “Board effectiveness”, “Areas of expertise”, “Committees”, and “Recommendations”. The recommendations regarding these topics were broadly accepted and implementation will be periodically reviewed. The performance of the individual Managing Board members and the Managing Board as a whole was discussed during the meetings of the Nomination and Governance Committee and the executive session of the Supervisory Board in February 2021. 4.3.4

After discussing the outcomes of the interviews and the report, the Supervisory Board concluded that the Supervisory Board and its Committees had properly discharged their responsibilities during 2020.

4.3.5 REPORT AUDIT COMMITTEE As per 1 January 2020, the Audit Committee was composed of Jim Gollan, Kerstin Günther, Luc Keuleneer, Franck Silvent and Morten Thorsrud. Dick Sluimers was appointed to the Audit Committee on 14 May 2020. Kerstin Gunther retired on the same date. As per 31 December 2020, the Audit Committee was composed of Jim Gollan, Luc Keuleneer, Franck Silvent, Dick Sluimers and Morten Thorsrud. The Committee has been chaired by JimGollan throughout 2020. The Audit Committee has a majority of independent members. The Audit Committee convened six times in 2020. 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.

128

2020 UNIVERSAL REGISTRATION DOCUMENT