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 is the chairman 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 has been Co-President of the Investment Bank of UBS and a member of UBS Group Executive Board since October 2018. He was appointed Co-Executive Chairman of Global Investment Banking in 2017 and in 2016 became sole Global Head of Mergers and Acquisitions (M&A). 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. From 2011 to 2012, he was Global Co-Head of M&A at Nomura, having worked as Global Head of M&A at UBS between 2004 and 2009. Before that he worked for Merrill Lynch and held the position of 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. In particular, Mr Novelli has advised the largest Italian corporates on many cross border strategic transactions. He is a lecturer at Imperial College London, the MIT Sloan School of Management and LUISS University in Rome.

Mr Novelli was active in supporting the Italian health care system during the peak of the COVID-19 crisis. He 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-chairman 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 Chairman 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 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, a member of the Electoral committee of the Dutch Liberal Party, a member of the advisory boards of Quore Capital and Hemingway Corporate Finance, a member of the European Advisory Board of Equitix Investment  Management Ltd., and an advisor to Arrow Global Group Plc.

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.

Diana Chan is a member of the Supervisory Board, a member of the Audit Committee, a member of the Risk Committee, a member of the Nomination and Governance Committee and a member of the Remuneration Committee. She was appointed to the Supervisory Board in 2021.

Diana Chan was most recently an Independent Director of Euroclear SA/NV.  Prior to that, she was Chief Executive of European Central Counterparty Limited and European Central Counterparty N.V. (EuroCCP) from 2007 to 2018.  Since the start of pan-European equities central counterparty (CCP) clearing in 2007, Diana has played an instrumental role in its transformation by advocating dynamic efficiency.  She built EuroCCP to become the largest equities CCP in Europe: by 2012, when competitive clearing was introduced through four-way interoperability, EuroCCP cleared over 50% of all equities trades in Europe.  When she left EuroCCP in 2018, it had become the most connected central counterparty for equities trades, with access to around 30 national stock exchanges and multilateral trading facilities where nearly 90% of equities trades are executed.

Ms Chan has worked in the post-trade sector almost her entire career – gaining experience from all segments of the post-trade value chain, from market infrastructures to intermediaries serving clients investing worldwide.  From 2003 to 2015, she was an active member of various industry expert groups set up by the European Central Bank, European Commission and European Securities and Markets Authority to consult and advise on post-trade issues.

Prior to 2007, Ms Chan worked at Euroclear Operations Centre, JP Morgan, Bank of New York, and Citi. At these institutions, she had a variety of global and regional management roles in Europe, America and Asia, with responsibilities for strategy, market policy, product management, network management and financial control.

Ms Chan was born in The People’s Republic of China and is a graduate of the University of Hong Kong and Harvard Business School.

Rika Coppens 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.

Rika Coppens obtained a master’s degree in commercial engineering at the University of Leuven, whereafter she kicked off her career as audit manager at PWC and CFO at Bureau Van Dijk Computer Services. Next to that, Ms Coppens was CFO at Zenitel (Brussels) and ERF Group (Breda), where she became CEO. In 2017 she moved to the HR-world as CEO at House of HR and Accent Jobs. Since October 2020 she is fully concentrating on her CEO-role at House of HR. Under her guidance, the group realised a strong growth strategy and high profitability, with a focus on specialized niche markets and innovative HR-applications.

Ms Coppens has gained a vast experience in international mergers and acquisitions, audit and finance, with a keen eye for innovative business development, female entrepreneurship and ‘human resourcefulness’. She calls herself ‘missionary of work’, holding a warm plea for work as the driving force behind wellbeing and welfare. She is a sought-after speaker and opinion leader in the world of entrepreneurship and HR.

Ms Coppens started in 2016 as independent director at House of HR, where she held the position of chairwoman of the audit committee. She was also active as Board member and member of the audit committee In Realdolmen, until it was acquired by GfI Group.  She currently Is a non-executive board member at Colruyt Group and Chairman of the Board. She is fluent in Dutch, English and French.

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 Chief Risk Officer at Cassa Depositi e Prestiti (CDP) Group. In addition she is a Non-Executive Director at CDP Immobiliare S.r.l., CDPI Sgr and Saipem, where she is also a member of the Board Control & Risk 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.

Manuel Ferreira da Silva 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 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 the Vice-Chairman of the Supervisory Board of Porto Business School. He is also a member of the Audit Board of ITAÚ BBA Europe. Mr Ferreira da Silva 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).

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 is non-executive Chairman of U.S. Bank Global Fund Services (Ireland) Ltd, LGIM (Europe) Ltd, Sarasin Funds Management (Ireland) Ltd and Fideuram Asset Management Ireland DAC. He was the 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.

Mr O’Connor 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. She was appointed to the Supervisory Board in 2019.

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 Associes-Clartan as a Senior Advisor till 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 Societe Generale from 2008 to 2020 and at Altran from 2012 to 2020.

Ms Rachou has a Masters in Management at Ecole des Hautes Etudes Commerciales (HEC) and completed an executive program 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.

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. 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.

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

Managing Board

Management transactions

Contacts

Aurélie Cohen

Chief Communications and Investor Relations Officer

+33 (0)1 70 48 24 27

ir@euronext.com