| 10. LEGAL
INFORMATION |
10.1. GENERAL INFORMATION
ON THE COMPANY
10.1.3. Applicable legislation
10.1.3.1. Statutory two-tier board system
The company is incorporated under Dutch law and is governed
by Book II of the Dutch civil code.
Articles 152 to 164 inclusive of Book II of the Dutch Civil Code referred
to as the structure regime applies to the company.
Under this system, companies are required to adopt a
two-tier system of corporate governance, consisting of a
Management Board and a Supervisory Board. The statutory
two-tier board system grants specific powers to the
Supervisory Board, the most important of which are:
(i) the appointment of members of the Supervisory Board, subject to
the right of recommendation and objection granted to the Annual General
Meetings and the works council and the Managing Board's right of recommendation;
(ii) the appointment and dismissal of the members of the Managing
Board;
(iii) the adoption of the annual financial statements; and
(iv) the prior approval of certain decisions of the Managing Board.
Euronext's current statutory structure regime is laid down in the
company's articles of association based on Chapter 4 Part 6, of Book
II of The Dutch Civil Code the structure regime includes a two-tier
board system and was adopted at the time on a voluntary basis. In
anticipation of proposed changes in the law on the structure regime,
the Supervisory Board has been considering the possibility of abolishing
the provisions of the structure regime at the level of Euronext N.V.,
and the implications thereof for the corporate governance of Euronext
N.V. as well as for Euronext Amsterdam N.V..
However, in the context of the adoption of the Dutch corporate governance
code, as drafted by a committee chaired by Mr Morris Tabaksblat, questions
have been raised from various sides as to whether the rules of Dutch
law on the structure regime or in any event, the mandatory application
there of, should not be abolished altogether or alternatively, whether
the proposed changes as contained in a bill currently pending before
Parliament in the Netherlands should not be revised in a number of
respects. Given the uncertainty about the outcome of this debate,
the Supervisory Board has come to the conclusion that it would be
premature to propose changes in the articles of association of Euronext
N.V. as long as it is not known to what extent and in what way the
law will be changed. The Supervisory Board continues to closely follow
the developments and, assuming that more certainty about the expected
changes in the law will become available in the course of 2004, intends
to submit appropriate changes in the articles of association of Euronext
N.V. to the Annual General Meeting of Shareholders to be held in 2005.
10.1.3.2. Works council
In 2002, a European Works Council was set up. The European Works Council
has members from all Euronext locations. In addition, local works
councils are active at Euronext Paris, Euronext Brussels and Euronext
Amsterdam. |
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