4. REPORT OF THE SUPERVISORY BOARD GENERAL Euronext N.V. is a Dutch public company with limited liability (naamloze vennootschap) which has its registered office in Amsterdam. Euronext N.V. has subsidiaries in Belgium, France, the Netherlands, Portugal and the United Kingdom (together, “Euronext”). 4.1. MANAGERIAL STRUCTURE In accordance with Dutch law, the company has a two-tier governance structure with a Supervisory Board and a Managing Board. The Supervisory Board is a separate body, consisting of independent members. Independence is demonstrated by the requirement that members of the Supervisory Board cannot be a member of the Managing Board or an employee of Euronext. The Supervisory Board oversees the actions and policies of the Managing Board and the general course of Euronext’s business activities and supervises, assists and advises the Managing Board in performing its managerial duties. As explained in the authorisation schedule adopted by the Supervisory Board in 2001, major decisions require the prior approval of the Supervisory Board. Amongst others, the duties of the Supervisory Board include the adoption of the financial statements, which all members of the Supervisory Board and Managing Board must sign. In accordance with Dutch law and the company’s articles of association, the Supervisory Board appoints all the members of the Supervisory Board and the Managing Board. The Annual General Meeting determines the remuneration of the members of the Supervisory Board and the Supervisory Board determines the remuneration of the members of the Managing Board. The articles of association state that the Supervisory Board has to have at least three and no more than twelve members. Within these limits, the Supervisory Board determines how many members it should have and appoints members, taking into account the profile of the existing Supervisory Board and its members. In the event of a vacancy the General Meeting, the Managing Board and the Euronext Amsterdam Works Council may recommend persons for appointment as members of the Supervisory Board. Both the General Meeting and the Euronext Amsterdam Works Council may object to nominations made by the Supervisory Board. The Managing Board is responsible for managing Euronext’s affairs, under the supervision of the Supervisory Board. The Managing Board meets regularly to discuss Euronext’s strategy, set policy and implement managerial decisions. The Chief Executive Officer reports to the chairman of the Supervisory Board on a regular basis.