EURONEXT_Registration_Document_2017
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CORPORATE GOVERNANCE
Management & Control Structure
worked at Compagnie des Alpes (CDA) where he served as director of Finance, Strategy and Development, before becoming Deputy CEO. From 2013 to August 2017, Mr. Silvent has been director of Finance, Strategy and Holdings at Caisse des Dépôts. He graduated from the École Nationale d’Administration. Padraic O’Connor Padraic O’Connor is the Chairman of the ISE and also chairs the Senior Appointments and Remuneration Committee. He is a non- executive director of Rabobank Ireland, Quintillion and a number of other companies. He was Managing Director of NCB Group between 1991 and 1999 prior to which he was Chief Economist at the firm. Before joining NCB, Mr O’Connor worked at the Department of Finance and the Central Bank of Ireland. He holds primary and postgraduate degrees in Economics from University College Dublin.
2008, which was acquired by BNP Paribas in 2009. She was also a non-executive director of the boards of Euroclear PLC and Euroclear S.A./N.V. between 2006 and 2010 and of ReadDolmen between 2013 and March 2017. Having earned a degree in civil engineering fromKatholieke Universiteit Leuven in 1983, Ms. Mostrey completed a post-graduate degree in economics fromVrije Universiteit Brussel in 1988. Franck Silvent Franck Silvent is a member of the Supervisory Board. He was appointed to the Supervisory Board in 2017. Mr. Silvent is a Managing Partner of Degroof Petercam Finance. Mr. Silvent worked in the French Ministry of Finance (Inspection Générale des Finances) as an auditor from 1998 to 2002. In 2002 he was appointed Deputy Director of Strategy, Finance, Management Control and Accounting at Caisse des Dépôts. From 2005 to 2012 he
The table below contains information on the members of the Supervisory Board that has not been included above (as at 31 December 2017).
INDEPENDENT/ NON-INDEPENDENT
END OF CURRENT TERM
NAME
AGE GENDER NATIONALITY PROFESSION MEMBER SINCE
Rijnhard van Tets
70
Male
Dutch asset manager
15/03/2014
Independent
2018
Dick Sluimers
64
Male
Dutch
Economist
14/07/2016
Independent
2020
Koenraad Dom
49
Male
Belgian
Consultant
19/12/2014
Non-independent
2018
Ramon Fernandez
50
Male
French
Deputy CEO
20/07/2015
Independent
2019
Manuel Ferreira da Silva
60
Male Portuguese
Banker
15/03/2014
Independent
2018
Jim Gollan
62
Male
British
Accountant
20/07/2015
Independent
2019
Kerstin Günther
50
Female
German
Engineer
14/07/2016
Independent
2020
Lieve Mostrey
57
Female
Belgian
CEO
19/12/2014
Non-independent
2018
Franck Silvent
45
Male
French Managing Partner
03/11/2017
Non-independent
2021
During 2017, 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 2017 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, Paul Theunissen. 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.
Three members of the Supervisory Board, namely Koenraad Dom, Lieve Mostrey and Franck Silvent, were proposed by the Company’s Reference shareholders, who as a group hold more than ten percent of the Company’s shares. The Company regards these three members of the Supervisory Board as non-independent within the meaning of the Dutch Corporate Governance Code.The background of the presence of three non-independent members in Euronext’s Supervisory Board is related to the wish of Euronext College of Regulators for Euronext to have a number of stable, long- term shareholders. Dutch law requires 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. Euronext qualifies as a large Dutch Company and does not meet these gender diversity targets with respect to the Supervisory Board, as two of the nine members are women. This is partly related to historical circumstances and partly to the sectors in which Euronext is active. Euronext will continue to promote gender diversity within its Supervisory 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.
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www.euronext.com
2017 REGISTRATION DOCUMENT
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