Aller au contenu principal External menu Customer Portal Live Markets euronext.com Investor Relations Corporate Governance Supervisory Board The Supervisory Board of Euronext N.V. is responsible for the supervision of the activities of the Managing Board and the supervision of the general course of the company’s business. The Supervisory Board may on its own initiative provide the Managing Board with advice and may request any information from the Managing Board that it deems appropriate. In performing their duties, the members of the Supervisory Board must act in the interests of the Euronext group and those of its business. The Supervisory Board is collectively responsible for carrying out its duties. Composition, Appointment and Dismissal The Articles of Association of Euronext N.V. 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. Members of the Supervisory Board are appointed by the General Meeting (i) in accordance with a proposal of the Supervisory Board or (ii) from a binding nomination to be drawn up by the Supervisory Board, with due observance of the profile (profielschets) for the size and the composition of the Supervisory Board adopted by the Supervisory Board and reviewed annually. The profile sets out the scope and composition of the Supervisory Board, taking into account the nature of the business, its activities, and the desired expertise, experience, diversity and independence in matters of capital markets in general and in particular in the areas of finance, economics, human resources and organisation, information technology and data processing, legislation and regulation, legal matters and compliance. Prior to making a nomination for the appointment of the chairman of the Supervisory Board, the proposed nomination must be submitted to the Dutch Ministry of Finance via the AFM, and to the College of Regulators that is composed of the AFM, the AMF, the CBI, the CMVM, the FCA, the FSMA and the NFSA for its approval and its non-objection, respectively. If these authorities have not notified their refusal of such appointment within four weeks from the submission by the Supervisory Board, the nomination is deemed to have been approved. In addition to the specific approval of the Dutch Ministry of Finance, the appointment of any new member of the Supervisory Board in general is subject to the approval of the AFM and the Dutch Ministry of Finance, pursuant to the Dutch Financial Supervision Act and the Exchange License. In connection with its approval procedure, the AFM and the Dutch Ministry of Finance will perform an integrity test with respect to any proposed new member of the Supervisory Board. The Articles of Association provide that if the appointment of a member of the Supervisory Board occurs in accordance with a proposal of the Supervisory Board, the resolution of the General Meeting requires an absolute majority of the votes cast. In the event the appointment of a member of the Supervisory Board occurs in accordance with a binding nomination drawn up by the Supervisory Board and the list of candidates contains one candidate for a vacancy to be filled, the resolution of the General Meeting in respect of the proposed appointment results in the appointment of the candidate, unless the binding nature of the nomination is overruled by resolution of the General Meeting, which requires a majority of two thirds of the votes cast representing more than a third of the outstanding and issued share capital. If a binding nomination is overruled, the Supervisory Board may draw up a new binding nomination to be submitted to a subsequent General Meeting. If the binding nature of the second nomination is also overruled, the General Meeting is free in its appointment, subject to terms of the Exchange Licence and the Dutch Financial Supervision Act and provided that such resolution of the General Meeting requires a majority of If the Supervisory Board has not drawn up a proposal or binding nomination, the General Meeting is free in its appointment, provided that the appointment is subject to and in accordance with the applicable requirements under the Exchange License and the Dutch Financial Supervision Act, and further provided that such resolution of the General Meeting requires a majority of at least two-thirds of the votes cast representing more than one third of the outstanding and issued capital. The Articles of Association provide that each member of the Supervisory Board is appointed for a maximum period of four years provided that unless such member of the Supervisory Board has resigned or is removed at an earlier date or unless otherwise specified in the relevant proposal for appointment, his or her term of office shall lapse on the day of the General Meeting, to be held after four years after his or her last appointment have lapsed. An appointment can be renewed for a term of up to four years at a time. The General Meeting may suspend or dismiss a member of the Supervisory Board at all times. The Supervisory Board can make a proposal for the suspension or dismissal of a member of the Supervisory Board. If the suspension or dismissal occurs in accordance with a proposal thereto by the Supervisory Board, a resolution of the General Meeting for suspension or dismissal of a member of the Supervisory Board requires an absolute majority of the votes cast. However, such resolution of the General Meeting requires a majority of at least two-thirds of the votes cast representing more than one third of the outstanding and issued share capital, if the suspension or dismissal does not occur in accordance with a proposal by the Supervisory Board. Members of the Supervisory Board Piero Novelli Dick Sluimers Diana Chan Rika Coppens Alessandra Ferone Manuel Ferreira da Silva Padraic O’Connor Nathalie Rachou Olivier Sichel Morten Thorsrud Meetings and Decision-Making The Articles of Association provide that the Supervisory Board shall adopt resolutions by an absolute majority of the votes cast. Each member of the Supervisory Board has one vote. In the event of a tie of votes, the chairman of the Supervisory Board has a casting vote. A member of the Supervisory Board may not participate in the deliberation and the decision-making process of the Supervisory Board if it concerns a subject in which this member of the Supervisory Board has a direct or indirect personal interest which conflicts with the interest of the Company and its business enterprise. In such event, the other members of the Supervisory Board shall be 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 conflict of interests. Rotation schedule The Supervisory Board of Euronext N.V. has determined the following rotation schedule: Manuel Ferreira da Silva and Padraic O’Connor will retire from the Supervisory Board immediately after the Annual General Meeting to be held in 2022. Nathalie Rachou and Morten Thorsrud will retire from the Supervisory Board immediately after the Annual General Meeting to be held in 2023. Dick Sluimers will retire from the Supervisory Board immediately after the Annual General Meeting to be held in 2024. Diana Chan, Rika Coppens, Alessandra Ferone, Piero Novelli and Olivier Sichel will retire from the Supervisory Board immediately after the Annual General Meeting to be held in 2025. Supervisory Board Committees SUPERVISORY BOARD COMMITTEES Managing Board MANAGING BOARD Management transactions MANAGEMENT TRANSACTIONS Contacts Aurélie Cohen Chief Communications and Investor Relations Officer +33 (0)1 70 48 24 27 ir@euronext.com Clément Kubiak Investor Relations Manager +33 (0)1 70 48 24 27 ir@euronext.com COMPANY ESG | Empowering Sustainable Growth About Investor Relations Careers Media Regulation MARKETS Amsterdam Brussels Dublin Lisbon Milan Oslo Paris LinkedIn Twitter YouTube Footer Small Print Menu © 2021 Euronext Privacy Statement Terms of Use En savoir plus Strictly Necessary Cookies Necessary for the website to function and cannot be switched off. You can set your browser to block these cookies, but some parts of the site will not work as a result. Performance Cookies These cookies allow us to count visits and traffic sources to allow us to improve the performance of our site. All information these cookies collect is aggregated and therefore anonymous. 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