Euronext // 2021 Universal Registration Document

Corporate Governance

Management Structure

In particular, Mr Novelli has advised the largest Italian corporates on many cross border strategic transactions. He is a lecturer at Imperial College London, the MIT Sloan School of Management and LUISS University in Rome. Mr Novelli holds a master’s degree in management from the MIT Sloan School of Management and a master’s degree in mechanical engineering from Università degli Studi di Roma La Sapienza. Dick Sluimers Dick Sluimers is the Vice-Chairman of the Supervisory Board, chairs the Audit Committee and is a member of the Risk Committee. He was appointed to the Supervisory Board in 2016. He is also the Chairman of the Supervisory Board of Euronext Amsterdam N.V. Mr Sluimers is the former CEO of APG Group. He currently is the Chairman of the Supervisory Board of NIBC B.V. and a member of the Supervisory Board of AkzoNobel N.V., as well as a member of the board of directors of FWD Group Limited. He is a senior advisor of Bank of America, a member of the advisory boards of Quore Capital and Hemingway Corporate Finance, a member of the European Advisory Board of Equitix Investment Management Ltd., and an advisor to Arrow Global Group Plc. Furthermore, Mr Sluimers is a member of the board of Governors of the State Academy of Finance and Economics and a Trustee of the Erasmus University Trust Fund. Mr Sluimers was CFO and later CEO in the management board of pension fund ABP from 2003 to 2008. Between 1991 and 2003 he held various positions at the Dutch Ministry of Finance, most recently as Director General of the Budget. Prior to that he was Deputy Director General at the Ministry of Public Health and held senior positions at the Ministry of Social Affairs and the Ministry of Finance. In addition, he was a member of the Supervisory Boards of Fokker N.V., the National Investment Bank N.V., Inter Access N.V. and ABP Insurance N.V. He was also Trustee of the International Financial Reporting Standards Foundation (“IFRS”), a member of the Advisory Board of Rabobank, Chairman of the board of Governors of the Postgraduate Programme for Treasury Management at the Vrije Universiteit Amsterdam, a member of the Advisory Board of Netspar and a board member of Holland Financial Centre. He studied economics at the Erasmus University in Rotterdam and read politics at the University of Amsterdam for several years. Diana Chan Diana Chan is a member of the Supervisory Board, a member of the Audit Committee, a member of the Risk Committee, a member of the Nomination and Governance Committee and a member of the Remuneration Committee. She was appointed to the Supervisory Board in 2021. Diana Chan was most recently an Independent Director of Euroclear S.A./N.V. Prior to that, she was Chief Executive of European Central Counterparty Limited and European Central Counterparty N.V. (EuroCCP) from 2007 to 2018. Since the start of pan-European equities central counterparty (“CCP”) clearing in 2007, Ms Chan has played a leading role in transforming the industry through competitive clearing. She built EuroCCP to become the largest equities CCP in Europe: by 2012, when competitive clearing was introduced through four-way interoperability, EuroCCP cleared over 50% of all equities trades in Europe. When she left EuroCCP in 2018, it had become the most connected central counterparty for equities

authorised to adopt the resolution. If all members of the Supervisory Board have a conflict of interest as indicated, the resolution shall nevertheless be adopted by the Supervisory Board, notwithstanding the conflicts of interest. In 2021, no transactions have taken place in which members of the Managing Board and Supervisory Board were conflicted. Members of the Supervisory Board The Articles of Association provide that the number of members of the Supervisory Board will be determined by the Supervisory Board and will consist of a minimum of three members. Only natural persons can be members of the Supervisory Board. In the event of a vacancy, the Supervisory Board continues to be validly constituted by the remaining member or members of the Supervisory Board. As per 1 January 2021, the Supervisory Board was composed of Dick Suimers, Manuel Ferreira da Silva, Jim Gollan, Luc Keuleneer, Lieve Mostrey, Padraic O’Connor, Nathalie Rachou, Franck Silvent and Morten Thorsrud. Luc Keuleneer, Lieve Mostrey,and Franck Silvent retired from the Supervisory Board following the Annual General Meeting that was held on 11 May 2021. In the same meeting, Piero Novelli was appointed to the Supervisory Board for a term of four years, and Diana Chan, Rika Coppens, Alessandra Ferone and Olivier Sichel were appointed subject to regulatory approval which was obtained on 9 September 2021. Dick Sluimers was succeeded as the Chairman of the Supervisory Board by Piero Novelli on 1 September 2021 and subsequently became Vice-Chairman. The Chairman of the Supervisory Board is not a former member of the Managing Board of the company and is independent within the meaning of best practice provision 2.1.8 of the Dutch Corporate Governance Code. Euronext has assessed that the appointments to the Supervisory Board in 2021 are in compliance with the requirements as included in art. 5:29a of the Dutch Financial Supervision Act “Wet op het financieel toezicht” regarding the maximum number of Supervisory Board positions. The Supervisory Board consisted of tenmembers as at 31 December 2021 and was composed as follows: Piero Novelli Piero Novelli is the Chairman of the Supervisory Board, chairs the Nomination and Governance Committee and is a member of the Remuneration Committee. He was appointed to the Supervisory Board in 2021. Mr Novelli has been Co-President of the Investment Bank of UBS and a member of UBS Group Executive Board since October 2018. He was appointed Co-Executive Chairman of Global Investment Banking in 2017 and in 2016 became sole Global Head of Mergers and Acquisitions (M&A). Mr Novelli was a member of the UBS Deutschland AG Supervisory Board from 2013 to 2016. Mr Novelli rejoined UBS in 2013 as Chairman of Global M&A and Group Managing Director. From 2011 to 2012, he was Global Co-Head of M&A at Nomura, having worked as Global Head of M&A at UBS between 2004 and 2009. Before that he worked for Merrill Lynch and held the position of Head of European M&A and Head of European Industrials. Over the course of his 27-year career in investment banking, Mr Novelli has advised corporate boards on many large and complex M&A transactions across all sectors and geographic areas.

4

115

2021 UNIVERSAL REGISTRATION DOCUMENT

Made with FlippingBook - Online Brochure Maker