Supervisory Board

Supervisory Board

Our Supervisory Board is responsible for the supervision of the activities of our Managing Board and the supervision of the general course of our business. Our Supervisory Board may on its own initiative provide our Managing Board with advice and may request any information from our Managing Board that it deems appropriate. In performing their duties, the members of our Supervisory Board must act in the interests of our Company and those of our business. Our Supervisory Board is collectively responsible for carrying out its duties.

Composition, Appointment and Dismissal

Our Articles of Association provide that the number of members of our Supervisory Board will be determined by our Supervisory Board and will consist of a minimum of three members. Only natural persons can be members of our Supervisory Board. In the event of a vacancy, the Supervisory Board continues to be validly constituted by the remaining member or members of our Supervisory Board.
Members of our Supervisory Board are appointed by the General Meeting (i) in accordance with a proposal of our Supervisory Board or (ii) from a binding nomination to be drawn up by our Supervisory Board, with due observance of the profile (profielschets) for the size and the composition of our Supervisory Board adopted by our 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 our Supervisory Board, the proposed nomination must be submitted to the AFM and the Dutch Ministry of Finance, the AMF, the FSMA, the CMVM and the FCA for approval. If these authorities have not notified their refusal of such appointment within four weeks from the submission by our 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 our 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 our Supervisory Board. Our Articles of Association provide that if the appointment of a member of our Supervisory Board occurs in accordance with a proposal of our 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 our Supervisory Board occurs in accordance with a binding nomination drawn up by our 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, our 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.
Our Articles of Association provide that each member of our Supervisory Board is appointed for a maximum period of four years provided that unless such member of our Supervisory Board has resigned or is removed at an earlier date or unless otherwise specified in the relevant proposal for appointment, his term of office shall lapse on the day of the General Meeting, to be held after four years after his 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 our Supervisory Board at all times. Our Supervisory Board can make a proposal for the suspension or dismissal of a member of our Supervisory Board. If the suspension or dismissal occurs in accordance with a proposal thereto by our Supervisory Board, a resolution of the General Meeting for suspension or dismissal of a member of our 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 our Supervisory Board.

Meetings and Decision-Making

Our Articles of Association provide that our Supervisory Board shall adopt resolutions by an absolute majority of the votes cast. Each member of our Supervisory Board has one vote. In the event of a tie of votes, the chairman of our Supervisory Board has a casting vote. A member of our Supervisory Board may not participate in the deliberation and the decision-making process of our 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 our Supervisory Board shall be authorised to adopt the resolution. If all members of our Supervisory Board have a conflict of interest as indicated, the resolution shall nevertheless be adopted by the Supervisory Board, notwithstanding the conflict of interests.

Members of Our Supervisory Board

 


 

Rijnhard Van Tets
Rijnhard van Tets chairs the Supervisory Board and chairs the Nomination and Governance Committee. He was appointed to the Supervisory Board of Euronext N.V. in 2003 and became chairman in 2007. He is also a member of the Supervisory Board of Euronext Amsterdam N.V. He served as a director of NYSE Euronext from 2007 to 2013.

Mr Van Tets served thirteen years on the Managing Board of ABN AMRO. He has extensive experience as a senior executive at European companies across a variety of sectors. He is Chairman of the board of Petrofac Ltd and Chairman of the Supervisory Board of OBAM. Amongst other board appointments he was previously the Chairman of the Supervisory Boards of Arcadis – where he served for twelve years – and Wegener – where he served for four years – and a member of the Supervisory Boards of Reliant Energy and Stichting Holland Casino. He was Chairman of Equity Trust Holdings S.A.R.L. and chair of the Investment Committee of SFB, one of the largest Dutch pension funds.


Dick Sluimers
Dick Sluimers is the vice-chairman of the Supervisory Board and a member of the Audit 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 Extraordinary State Councillor at the Dutch Council of State. Furthermore he is a member of the Supervisory Boards of AkzoNobel N.V., NIBC N.V. and Atradius N.V., as well as a member of the board of directors of FWD Group Limited. He is also a member of the board of Governors of the State Academy of Finance and Economics, a Trustee of the Erasmus University Trustfund, a member of the board of the Amsterdam Concert Hall Fund, and a member of the Electoral committee of the Dutch Liberal Party, and a member of the advisory boards of Quore Capital and Hemingway Corporate Finance.

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.


Koenraad Dom
Koenraad Dom is a member of the Supervisory Board and a member of the Audit Committee. He was appointed to the Supervisory Board in 2014.
Mr Dom is a finance and risk professional with extensive experience in banking, financial markets, energy and commodities. He has been a member of the Board of Directors and chairs the Audit Committee at Federal Holding & Investment Company (FHIC) since 2006. Before 2012, he was also Group Manager Commodity Risk at Nyrstar, and before 2007 Senior Risk Manager at EDF Luminus. Before that, he held several managing positions at Capco and Fortis AG Group. He started his career as a financial analyst and broker-dealer at Delta Lloyd. Mr Dom holds three masters degrees (Commercial Engineer, European Affairs and Risk Management) and an executive MBA with distinction.


Ramon Fernandez
Ramon Fernandez is a member of the Supervisory Board, a member of the Remuneration Committee and a member of the Nomination and Governance Committee. He was appointed to the Supervisory Board of Euronext N.V. in 2015.

Mr Fernandez has a dual experience in the public and private sectors. He is currently the Deputy CEO and Group Chief Financial and Strategy Officer of Orange. He is also the Chairman of the board of Orange Bank, a member of the board of directors at Orange Maroc, Orange Middle East Africa, Compagnie Financière d’Orange Bank and a member of the Supervisory Board at Orange Polska S.A., Euler Hermes and at Iris Capital Management S.A.S.

He is a graduate of the Institut d’Études Politiques and of the École Nationale d’Administration, Graduation Year 1993 – Léon Gambetta.


Manuel Ferreira da Silva
Manuel Ferreira da Silva is a member of the Supervisory Board, a member of the Remuneration Committee and a member of the Nomination and Governance Committee. He was appointed to the Supervisory Board of Euronext N.V. in 2012.

Mr Ferreira da Silva is Vice-Chairman of the board of the SERRALVES Foundation, Museum of Contemporary Art. He served for thirty-five years as a banker at Banco BPI where he was executive member of the Board for the last sixteen years and the CEO of its wholly-owned investment bank. He was a member and, between 2012 and 2014, Chairman of the council of the University of Porto School of Economics and is a member of the Supervisory Board of Porto Business School. He was member of the board of the Lisbon and Porto Stock Exchanges between 2000 and 2001 and a member of the advisory board of the Portuguese Securities Market Commission (CMVM) between 2001 and 2005. Between 1980 and 1989, Mr Ferreira da Silva lectured at the University of Porto School of Economics and spent two years as an assistant director of the Navy’s Centre of Operational Research. He graduated with a degree in Economics from the Universidade do Porto in 1980 and holds a MBA from the Nova School of Business and Economics (Lisbon, 1982).


Jim Gollan
Jim Gollan is a member of the Supervisory Board and chairs the Audit Committee. He was appointed to the Supervisory Board in 2015. He is the chairman of Euronext London and was previously a board member of NYSE LIFFE.
Mr Gollan is currently a non-executive director of Merrill Lynch International, where he chairs the Board Risk Committee, and Bank of America Merrill Lynch International Limited, where he chairs the Board. He is also a Governor of the University of Creative Arts and Vice Chair of the charity, Brain Research Trust.  His executive career includes roles as Board Chair, CEO and CFO, working in the UK, Europe and Asia in banking, fund management and financial markets with Standard Chartered, Lloyds Bank, Gartmore and SIX Group. Mr Gollan was also the practice leader of KPMG’s Financial Services Consulting, Asia and is a Fellow of the Institute of Chartered Accountants in England and Wales.


Kerstin Günther
Kerstin Günther is a member of the Supervisory Board and a member of the Audit Committee. She was appointed to the Supervisory Board in 2016.

Ms Günther is a senior digitalization and transformation executive with 26 years international management experience in the ICT sector. From 1991 till 2017 she worked for the Deutsche Telekom Group with focus on Central and Eastern Europe, where she held various management positions. Ms Günther was Senior Vice President Technology (CTIO) Europe before she founded ‘Deutsche Telekom Pan-Net’ in 2015, Deutsche Telekom’s international, digital, virtualized infrastructure cloud and centralized European service production, which she lead as Managing Director untill June 2017. She is CFO and a member of the Board of the foundation "Bürgerstiftung Rheinviertel" in Bonn, Germany. From 2013 untill 2017 she was Chairperson of the Board of Magyar Telekom and Vice-Chairperson of the Board of Slovak Telekom.


Lieve Mostrey
Lieve Mostrey is a member of the Supervisory Board, chairs the Remuneration Committee and is a member of the Nomination and Governance Committee. She was appointed to the Supervisory Board in 2014.

Since January 2017, Ms Mostrey has been appointed Chief Executive Officer of Euroclear Group. Ms Mostrey joined Euroclear in 2010 as Executive Director and Chief Technology & Services Officer. Previously, Ms Mostrey was a member of the Executive Committee of BNP Paribas Fortis in Brussels, where she was responsible for IT technology, operations (including securities, payments, credit cards, mortgages, clients and accounts), property and purchasing. Ms Mostrey began her career in 1983 within the IT department of Generale Bank in Brussels, moving to Operations in 1997 and, upon its merger with Fortis in 2006, became country manager for Fortis Bank Belgium. She became Chief Operating Officer of Fortis Bank in 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 from Katholieke Universiteit Leuven in 1983, Ms Mostrey completed a post-graduate degree in economics from Vrije Universiteit Brussel in 1988.


Franck Silvent
Franck Silvent is a member of the Supervisory Board and a member of the Audit Committee. 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 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.


The Supervisory Board of Euronext N.V. has determined the following rotation schedule:

  • Koenraad Dom, Manuel Ferreira da Silva, Lieve Mostrey and Rijnhard van Tets will retire from the Supervisory Board immediately after the Annual General Meeting to be held in 2018.
  • Ramon Fernandez and Jim Gollan will retire from the Supervisory Board immediately after the Annual General Meeting to be held in 2019.
  • Kerstin Günther and Dick Sluimers will retire from the Supervisory Board immediately after the Annual General Meeting to be held in 2020.
  • Franck Silvent will retire from the Supervisory Board immediately after the Annual General Meeting to be held in 2021.