The Board of Directors of Euronext Clearing is composed of the following members:
General Manager and CEO: Marco Polito
Vice Chairman and CFO
Chief Executive Officer
Simon Bartholemew Gallagher
Alfredo Maria Magri
Independent non executive¹ ²
Independent non executive¹
Mary Therese O'Dea
Independent non executive²
Members of the Remuneration Committee
Members of the Risk Committee
According to the By-laws, the Company is administered by a Board of Directors (hereinafter the "Board") which is comprised of between five and eleven members.
The Shareholders' Meeting (hereinafter the "Meeting") shall, prior to electing the Board, establish the number of members thereof within the aforesaid limits.
The directors remain in office for three fiscal years and may be re-elected. At the time of the appointment of the Board of Directors, the Shareholders' Meeting shall determine the remuneration to which the members of the Board of Directors shall be entitled throughout their term of office. The additional remuneration to be granted to the directors vested with particular functions is established by the Board, after consulting with the Board of Statutory Auditors.
Those persons who are in possession of the same requirements of good reputation and professionalism established by the Italian Minister of Economy and Finance for the business representatives of management companies of regulated markets and centralized management of financial instruments, or for specific requirements provided for under the law for companies managing clearing and guarantee systems of transactions on financial instruments, may be vested with the office of director.
At least one third, but no less than two, of the members of the board shall be independent, according to the definition set out by the Regulation (EU) no 648/2012 of the European Parliament and of the Council of 4 July 2012.
The Board of Directors shall elect among its members a Chairman and a Deputy Chairman, who shall remain in office throughout the term of office of the board that elected them.
The Board may also appoint a CEO, determining his/her powers and delegate specific powers concerning the ordinary management of the Company or special projects to one or more members of the Board of Directors.
Role of the Board
The Board of Directors is responsible for the strategic guidance and supervision of the Company's overall business activities, as well as of the risk management process, so that the risks assumed in the framework of the Company's business activities are consistent with the strategic guidelines.
The Board is entrusted with all the powers for the ordinary and extraordinary management of the Company in accordance with the provisions of law, rules and By-Laws and has the faculty to do all such acts considered necessary or useful to achieve the company purpose.
In particular the Board of Directors:
defines the strategic guidelines and the objectives to achieve; examines and approves the strategic, industrial and financial plans and the budget of the Company, strategic alliances and agreements, periodically monitoring the implementation
defines, determines and documents an appropriate level of risk tolerance and risk bearing capacity for the Company; defines the risk management policies of the Company, periodically reviewing them;
defines the guidelines for the internal controls system of the Company; evaluates, on an annual basis, the adequacy, effectiveness and actual functioning of the internal controls system;
examines and approves the Company's transactions which are significant from a strategic, economic and financial perspective
confers and revokes the powers on its members, defining their limits and operating procedures; also establishes the frequency, however, not more than on a quarterly basis, with which the delegated bodies are to report to the Board concerning the activity performed when exercising the power of attorney;
establishes one or more board committees, with advisory and recommendation powers, appointing the members and establishing the duties, powers and fees;
establishes the Risk Committee and determines its functioning rules;
evaluates the general operating performance, in particular, taking into consideration the information received from the delegated bodies, paying attention to the situations of conflict of interests and periodically comparing the results achieved with the planned results;
prepares the proposals to be submitted to the Shareholders' meeting;
exercises the other powers and fulfills the duties assigned to it by law and by the Company Bylaws.
Without prejudice to what is reserved to its exclusive competence, the Board delegated powers of ordinary management and representation to some directors, in line the By-Laws. Directors vested with particular functions by the Board are the Chairman, the Deputy Chairman, the CEO, the Finance Director. The Board also appointed a General Manager.
The Chairman and the Deputy Chairman are jointly and severally vested with the representation of the Euronext Clearing vis-à-vis third parties and in Court.
The Deputy Chairman is granted with the powers to carry out the resolutions of the Board of Directors concerning the Company's strategic operations and initiatives, to superintend international relationships and negotiates, execute or modify alliances and international and nationals agreements.
The CEO is entrusted with all the powers related to the management of both CCP and not-CCP guarantee systems run by the Company, as well as with all the powers for financial management that is instrumental in carrying out the institutional activities established by the Articles of Association.
The General Manager oversees to the operations of the Company, has the signatory power of the Euronext Clearing for the acts of ordinary administration, provides to the implementation of the resolutions of the Shareholders' Meeting, of the Board and oversees to the functioning of the departments.
The Finance Director is granted with all the powers related to administrative and finance matters, with the exception of the powers for the management of the financial resources which derive from the CCP activity (institutional activities) as established by the Articles of Association and delegated to the CEO.