Euronext // 2021 Universal Registration Document
Corporate Governance 4 Management Structure
of the members of the Audit Committee deems necessary but in any event at least twice a year.
Euronext will continue to promote gender diversity within its Supervisory Board by taking into account all relevant selection criteria including, but not limited to, gender balance, with regard to future appointments. During 2021, no Supervisory board member acted as a delegated Supervisory boardmember, nor was any Supervisory boardmember involved in Euronext’s management. As far as Euronext is aware, there were no transactions in which there were conflicts of interest with the members of the Supervisory Board that were of material significance to Euronext and/or to any of its subsidiaries during the 2021 financial year. Euronext’s Articles of Association provide for an indemnity for each present or former member of the Managing Board and each present or former member of the Supervisory Board against all costs, charges, losses and liabilities incurred by them in the proper execution of their duties or the proper exercise of their powers in any such capacities in the Company including, without limitation, any liability incurred in defending proceedings in which judgment is given in their favour or in which they are acquitted, or which are otherwise disposed of without a finding or admission of material breach of duty on their part, other than cases of willful misconduct or gross negligence ( opzet of grove nalatigheid ). The Supervisory Board is supported by Euronext N.V.’s Company secretary, Sylvia Andriessen. Euronext N.V.’s registered address serves as the business address for all members of the Supervisory Board, being Beursplein 5, 1012 JW, Amsterdam, the Netherlands. Audit Committee As per 1 January 2021, the Audit Committee was composed of Jim Gollan, Luc Keuleneer, Franck Silvent, Dick Sluimers and Morten Thorsrud. JimGollan, Luc Keuleneer and Franck Silvent retired from the Audit Committee on 11 May 2021. Diana Chan, Rika Coppens and Alessandra Ferone were appointed to the Audit Committee on 9 September 2021. As per 31 December 2021, the Audit Committee was composed of Dick Sluimers, Diana Chan, Rika Coppens, Alessandra Ferone and Morten Thorsrud. The Audit Committee has been chaired by until 11 May 2021 and by Dick Sluimers after that date. 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 Committees of the Supervisory Board
Risk Committee The Risk Committee was established with effect from 11 May 2021. It was initially composed of Morten Thorsrud and Dick Sluimers. Diana Chan, Rika Coppens and Alessandra Ferone were appointed to the Risk Committee on 9 September 2021. As per 31 December 2021, the Risk Committee was composed of Morten Thorsrud, Diana Chan, Rika Coppens, Alessandra Ferone and Dick Sluimers. The Risk Committee has been chaired by Morten Thorsrud throughout 2021. The Risk Committee assists the Supervisory Board in supervising and monitoring the Managing Board by advising on matters such as the current and future risk exposures of the Group, reviewing and approving the Group’s risk management framework, monitoring its effectiveness and adherence to the various risk policies. The roles and responsibilities of the Risk Committee as well as the composition and the manner in which it discharges its duties are set out in the charter of the Risk Committee included in the rules of procedure of the Supervisory Board. The Risk Committee will meet as often as the Chairman of the Risk Committee or a majority of the members of the Risk Committee deems necessary but in any event at least two times a year. Nomination and Governance Committee As per 1 January 2021, the Nomination and Governance Committee was composed of Dick Sluimers, Manuel Ferreira da Silva, Lieve Mostrey, Padraic O’Connor and Nathalie Rachou. Lieve Mostrey and Dick Sluimers retired from the Nomination and Governance Committee on 11 May 2021. As per 31 December 2021, the Nomination and Governance Committee was composed of Piero Novelli, Diana Chan, Manuel Ferreira da Silva, Padraic O’Connor and Nathalie Rachou. The Nomination and Governance Committee has been chaired by Dick Sluimers until 11 May 2021 and by Piero Novelli from that date onwards. 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. 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.
118
2021 UNIVERSAL REGISTRATION DOCUMENT
Made with FlippingBook - Online Brochure Maker