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.
Supervisory Board
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 CONSOB, 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 is the Chair 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 was Co-President of the Investment Bank of UBS and a member of UBS Group Executive Board (“GEB”) from 2018 to 2021. He was appointed Co-Executive Chairman of Global Investment Banking in 2017 after becoming sole Global Head of Mergers and Acquisitions in 2016. 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, after having served as Global Co-Head of M&A at Nomura from 2011 to 2013. He was Global Head of M&A at UBS between 2004 and 2009. Prior to joining UBS, Mr Novelli worked for Merrill Lynch for eleven years where he advanced from Associate to Managing Director and 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. He is a senior lecturer at the MIT Sloan School of Management and at Imperial College London.
During his tenure as UBS Group Executive Board member Mr Novelli was very active in DEI as the GEB representative of the BAME (i.e. Black, Asian and minority ethnic) community at UBS through the employee network MOSAIC. Under his leadership, MOSAIC grew from 60 members in the UK to a global community of 6,000 UBS employees fully engaged in many innovative DEI initiatives. Mr Novelli was also the GEB member representing the growing LGBTQ community of Swiss employees at UBS.
Mr Novelli is currently Supporting Chairman of Chapter Zero France (Climate Governance Initiative), and a member of the Board of directors of the Swiss private company MindMetrix, a neuroscience spin-off of the Zürich Polytechnic ETA.
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 is the Vice-chair 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 Chair 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 Holdings Group Limited. He is a senior advisor of Bank of America and member of the Advisory Board of Spencer Stuart Executive Search.
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.
Muriel De Lathouwer is a member of the Supervisory Board, a member of the Nomination and Governance Committee and a member of the Remuneration Committee. She was appointed to the Supervisory Board in 2024.
Ms De Lathouwer is an independent Board member with experience of international companies, both listed and privately owned, including Shurgard, CFE and EVS listed on Euronext and the family groups Etex and Olympia. She is also president of the Board of ImpacTheo (in charge of supporting the launch of Spin-offs from the Research of the “Université Libre de Bruxelles”), member of the board the International Solvay Institutes and member of the deep tech and the digital investment committees of Wallonie Entreprendre.
From 2014 to 2018 she served as Chief Executive Officer of the public company EVS, global leader of live video production technology. Prior to that, Ms De Lathouwer was an Associate Principal at McKinsey from 2001 to 2008 and Chief Marketing Officer of the mobile telecom operator Base.
Ms De Lathouwer holds a Master’s degree in Nuclear Physics Engineering from the University of Brussels and a MBA from INSEAD.
Alessandra Ferone is a member of the Supervisory Board, a member of the Audit Committee and a member of the Risk Committee. She was appointed to the Supervisory Board in 2021.
Alessandra Ferone is Risk Director and Secretary of the Risk and Sustainability Committee at Cassa Depositi e Prestiti (CDP) Group which is also in charge of assessing ESG risks. In addition she is a Non-Executive Director at Saipem, where she is also a member of the Remuneration and Nomination Committee. From 2016 to 2019 she served as Chief Financial Officer for the real estate business of the CDP Group. Prior to that, from 2012 to 2016 she headed the Public Interest Financing at CDP business at CDP Group. Previously, she held a number of positions within CDP, Banca OPI (Intesa SanPaolo Group), SanPaoloIMI Private Equity, BancaIMI, Telecom Italia Mobile and Coopers & Lybrand. From 2017 to 2019 she was a Non-Executive Director at SACE, the Italian Export Credit Agency.
Ms Ferone holds a degree in Economics and Business (summa cum laude) from the University of Naples and obtained the chartered accountant professional qualification in Italy.
Padraic O’Connor is a member of the Supervisory Board, a member of the Nomination and Governance Committee and a member of the Remuneration Committee. He was appointed to the Supervisory Board in 2018. He previously was the Chairman of the Irish Stock Exchange.
Mr O’Connor began his career in economic roles at the Department of Finance and the Central Bank of Ireland. He was Chief Economist at NCB Group between 1987 and 1991 when he became Managing Director of the Group. He oversaw the sale of the stockbroking and corporate finance group to Nat West Bank, which completed in 1999. He became Chairman of ACC Bank in 1999 and guided its strategic reorientation and sale to Rabobank in 2002. He served on the Board of Rabobank Ireland from 2002 until 2016. Mr. O’Connor was a director of Eircom plc and Beazley plc and chaired the Boards of a number of asset management companies, including LGIM Europe Ltd and Fideuram Asset Management Ireland Ltd.
Mr O’Connor is a member of Chapter Zero, The Directors Climate Forum.
He holds primary and postgraduate degrees in Economics from University College Dublin.
Nathalie Rachou is a member of the Supervisory Board, chairs the Remuneration Committee and is a member of the Nomination and Governance Committee, the Audit Committee and the Risk Committee.
Ms Rachou is a Non-Executive Director at Veolia Environnement (since 2012) and UBS Group (since 2020). In 1999, she founded Topiary Finance Ltd, an asset management company based in London, of which she remained the CEO until its merger with Rouvier Associés in 2015. She stayed on at Rouvier Associés-Clartan as a Senior Advisor until 2020. Prior to that, from 1978 to 1999, she held a number of positions within Banque Indosuez and Crédit Agricole Indosuez, mostly in capital markets. She was a Non-Executive Director at Laird plc from 2016 to 2018, at Société Générale from 2008 to 2020 and at Altran from 2012 to 2020. In 2023 she joined Fondation Leopold Bellan, a French NGO managing 75 medical establishments mostly for handicapped and dependant people, as a Non-Executive Director. In 2020, she was a founding member of Chapter Zero France, an NGO part of the Climate Governance Initiative. Ms Rachou has a Masters in Management at Ecole des Hautes Etudes Commerciales (HEC) and completed an executive programme at INSEAD.
Fedra Ribeiro is a member of the Supervisory Board. She was appointed to the Supervisory Board in 2024.
Ms Ribeiro is a Board Member and Executive Vice President at Bosch – Cross Domain Computing, since February 2024, and an independent non-executive member of Galp’s Board of Directors, since 2023. She was the CEO of Mobilize – Beyond Automotive at Renault Group since December 2022 and was the COO of the same company between November 2021 and January 2023. She was also the CEO at Karhoo between February and December 2022. Before that, held positions at SPX, Raytheon and Volkswagen.
Ms Ribeiro holds a Bachelor of Business Administration, International Affairs and a Master of Science – MS, International Finance from Universidade Moderna de Lisboa, and attended the post-graduation in Adult Learning from Universidade Nova de Lisboa. She also participated in the Advanced Leadership Coaching Programme at Sigmund Freud Institute – Frankfurt, Management, Organizational Leadership programme at the Indiana University Bloomington, Organizational Leadership at ESMT Berlin and Digital Ecosystems at INSEAD.
Olivier Sichel is a member of the Supervisory Board. He was appointed to the Supervisory Board in 2021.
Olivier Sichel is a graduate from ESSEC Business School, Paris Institute of Political Science (Sciences Po Paris) and an alumnus of the ENA (National School of Administration).
Starting out in 1994 as a Finance Inspector in the Ministry of Economy and Finance, he became director of a France Télécom agency in 1998. In 2000, he was appointed Chairman and CEO of Alapage.com, a pioneering e-commerce company and subsidiary of Wanadoo, whose Chairman and CEO he later became in 2002. He then oversaw the integration of the French Internet access leader into the parent company, France Télécom, where he became Executive Director of the Landline & Internet Europe Division. Having made it the number two ADSL provider worldwide, he left the company in 2006, after launching the triple play services with Livebox and VOIP.
As a Partner of the venture capital firm Sofinnova from 2006 to 2012, he supervised investments in innovative tech businesses. He particularly worked on developing diverse platforms and open source stakeholders. He also performed a range of financial transfers or IPO transactions. In 2012 he became Chairman and CEO of the European leader for online shopping guides, LeGuide.com, which he sold to Kelkoo in 2016.
Mindful of the oligopolistic development of the Internet, he has since committed to championing an open and humanistic European perception of the web. As such, in 2015, he founded the Digital New Deal Foundation, a think-tank dedicated to the tech sector which proposed a Digital Pact to the presidential election candidates. Since January 2018, he has been Deputy CEO of Caisse des Dépôts et Consignations, overseeing the group’s strategic subsidiaries and holdings (seating on the Board of some of them including La Poste, Transdev, or CDC Habitat). In May 2018, he also became Head of CDC’s Banque des Territoires, providing financing and advisory to local administrations, corporates, and projects throughout France.
Under Mr Sichel’s leadership, Banque des Territoires has been playing a pivotal role in the sustainable and inclusive transition of the French economy. For example, since its creation in 2018, Banque des Territoires has financed the installation of over 5,700 MW of renewable energy production capacity, as well as the refurbishment of 100 000 social housing units and 165,000 public buildings.
In addition, in 2021, Mr Sichel conducted a mission on the financing of energy efficiency retrofits for private housing at the request of the Minister of Economy and Finance and the Minister of Housing.
Morten Thorsrud is a member of the Supervisory Board, chairs the Risk Committee and is a member of the Audit Committee. He was appointed to the Supervisory Board in 2019..
Mr Thorsrud is the President and CEO of If P&C Insurance Company, a position he has held since 2019. He has been with the company in various roles since 2002. In addition, he has been a member of the Sampo Group Executive Committee since 2006, and a member of the Sampo Managing Directors Committee, a member of the Board of Finance Norge and a member of the Board of Topdanmark, all since 2019, as well as member of the Board of Hastings Group since 2020. Previously, from 1996 to 2002, he was with McKinsey & Company, most recently as an Associate Partner. Mr Thorsrud has a Master of Business and Economics from the Norwegian School of Management.
Koen Van Loo is a member of the Supervisory Board. He was appointed to the Supervisory Board in 2024.
Mr Van Loo has been CEO, Chairman of the Executive Committee and member of the Strategic Committee at SFPIM since November 2006. Prior to that, from August 1996 to November 2006, he held a position within Central Economic Council (Belgium). He also was a Member and later Chief of staff of the cabinet of the Minister of Finance (Belgium).
Mr Van Loo holds a Master degree in Applied Economic Sciences at KU Leuven, University, Belgium and obtained an Additional Tax Law Diploma at KU Leuven, University, Belgium.
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
Members of the Supervisory Board are appointed by the General Meeting for fixed terms of four years, upon a binding recommendation from the Supervisory Board. Terms of office shall ultimately lapse immediately after the day of the first General Meeting, to be held during the fourth year after the year of the appointment. Members are eligible for re-appointment for a fixed term of four years once, and may subsequently be re-appointed for a period of two years, which appointment may be extended by at most two years.
The Supervisory Board’s rotation schedule is as follows.
Name | Date of initial appointment | Date of last re-appointment | Current term of office ends after the first General Meeting to be held in |
Dick Sluimers | 14 July 2016 | 15 May 2024 | 2026 |
Padraic O’Connor | 6 June 2018 | 18 May 2022 | 2026 |
Nathalie Rachou | 5 November 2019 | 17 May 2023 | 2027 |
Morten Thorsrud | 5 November 2019 | 17 May 2023 | 2027 |
Piero Novelli | 11 May 2021 | 2025 | |
Alessandra Ferone | 9 September 2021 | 2025 | |
Olivier Sichel | 9 September 2021 | 2025 | |
Muriel De Lathouwer | 8 August 2024 | 2028 | |
Fedra Ribeiro | 8 August 2024 | 2028 | |
Koen Van Loo | 8 August 2024 | 2028 |