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2.Euronext's governance
2.1 EURONEXT'S BOARDS AND ADMINISTRATION
2.1.1 Euronext's Supervisory Board
Euronext's Supervisory Board consists of twelve members.
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JAN-MICHIEL HESSELS
Chairman of the Supervisory Board
Date of birth: 21 December 1942
Gender: male
Nationality: Dutch
First appointment: 2000
Second appointment: 2004
Term expires: 2008
Position in the company: Chairman of the Supervisory Board, member of the IT Committee, chairman of the Nomination/ Remuneration/Corporate Governance Committee
Principal position outside the company: company director
Positions in other companies: member of the supervisory boards of Royal Philips Electronics N.V. (the Netherlands), Schiphol Groep N.V. (the Netherlands), Royal Vopak N.V. (the Netherlands), Heineken N.V. (the Netherlands), Fortis N.V. (the Netherlands/Belgium)
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DOMINIQUE HOENN
Vice-chairman
Date of birth: 12 April 1940
Gender: male
Nationality: French
First appointment: 2000
Second appointment: 2004
Term expires: 2008
Position in the company: vice-chairman of the Supervisory Board, member of the Nomination/Remuneration/ Corporate Governance Committee
Principal position outside the company: senior advisor at BNP Paribas, France.
Positions in other companies: member of the board of Clearstream International (Luxembourg), non-executive director of LCH.Clearnet Group Ltd (UK), member of the Collège of the Autorité des Marchés Financiers - AMF (France)
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GEORGE COX
Date of birth: 28 May 1940
Gender: male
Nationality: British
First appointment: 2002
Term expires: 2006
Position in the company: member of the Supervisory Board, chairman of the IT Committee, member of the Nomination/ Remuneration/Corporate Governance Committee
Principal position outside the company: chairman of the Design Council (UK)
Positions in other companies: senior independent director of Bradford & Bingley plc (UK), non-executive director of Shorts plc (UK)
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ANDRE DIRCKX
Date of birth: 9 February 1936
Gender: male
Nationality: Belgian
First appointment: 2000
Second appointment: 2003
Term expires: 2007
Position in the company: member of the Supervisory Board, member of the Nomination/Remuneration/Corporate Governance Committee
Principal position outside the company: retired
Positions in other companies: chairman of the board of Cofinimmo S.A. (Belgium), member of the board of directors of ASBL "Les Petits Riens" (Belgium)
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PAUL VAN DEN HOEK
Date of birth: 12 February 1939
Gender: male
Nationality: Dutch
First appointment: 2002
Term expires: 2006
Position in the company: member of the Supervisory Board
Principal position outside the company: partner in the law firm Stibbe (the Netherlands)
Positions in other companies: chairman of the supervisory boards of ASM International N.V. (the Netherlands), Ballast Nedam N.V. (the Netherlands), Buhrmann N.V. (the Netherlands), Het Financieele Dagblad B.V. (the Netherlands), Robeco Group N.V., Robeco N.V., Rolinco N.V. and Rorento N.V. (the Netherlands), Wavin B.V. (the Netherlands), AON Groep Nederland B.V. (the Netherlands)
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PATRICK HOUËL
Date of birth: 25 July 1942
Gender: male
Nationality: French
First appointment: 2004
Term expires: 2008
Position in the company: member of the Supervisory Board
Principal position outside the company: member of the board and the executive committee of LVMH Moët Hennessy Louis Vuitton (France)
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RENE DE LA SERRE
Date of birth: 3 July 1940
Gender: male
Nationality: French
First appointment: 2000
Second appointment: 2002
Term expires: 2006
Position in the company: member of the Supervisory Board
Principal position outside the company: retired
Positions in other companies: member of the board of directors of Compagnie Financière Saint-Honoré S.A. (France), Calyon S.A. (France), La Compagnie Financière Edmond de Rothschild Banque S.A. (France), Harwanne Compagnie de participations industrielles et financières S.A., (Switzerland), Pinault-Printemps-Redoute S.A. (France), Sanofi-Aventis S.A. (France), Schneider Electric S.A. (France).
Interest in the company's share capital as at 31December 2004(1): 2,000 shares
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BARON JEAN PETERBROECK
Date of birth: 17 July 1936
Gender: male
Nationality: Belgian
First appointment: 2000
Second appointment: 2004
Term expires: 2008
Position in the company: member of the Supervisory Board, member of the Audit Committee, member of the IT Committee
Principal position outside the company: chairman of the board of directors of Petercam group (Belgium)
Positions in other companies: member of the supervisory boards of Cobhra N.V. (Belgium), CMB N.V. (Belgium), Koramic N.V. (Belgium), Lixon S.A. (Belgium), Groupe Lhoist S.A. (Belgium).
Interest in the company's share capital as at 31December 2004(1): 5,000 shares
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RICARDO SALGADO
Date of birth: 25 June 1944
Gender: male
Nationality: Portuguese
First appointment: 2002
Term expires: 2006
Position in the company: member of the Supervisory Board, member of theNomination/Remuneration/Corporate Governance Committee
Principal position outside the company: member of the executive board of the Espirito Santo Group (Portugal)
Positions in other companies: vice-chairman and president of the executive committee of Banco Espirito Santo, (Portugal), chairman of the board of directors of Espirito Santo Financial Group S.A. (Luxembourg)
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RIJNHARD VAN TETS
Date of birth: 7 April 1947
Gender: male
Nationality: Dutch
First appointment: 2003
Term expires: 2007
Position in the company: member of the Supervisory Board, member of the Audit Committee
Principal position outside the company: advisor to the managing board of ABN AMRO Bank N.V. (the Netherlands)
Positions in other companies: chairman of the supervisory boards of Arcadis (the Netherlands), Wegener N.V. (the Netherlands), member of the supervisory board of I.F.F. (Nederland), Holding B.V. (the Netherlands), chairman of the board of Equity Trust Holdings S.A.R.L. (the Netherlands), chairman of Investment Committee Verenigd Bezit (the Netherlands), chairman of Investment Committee Sociaal Fonds Bouwnijverheid (the Netherlands), member of the board of Stichting Administratiekantoor Buhrmann N.V. (the Netherlands)
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REMI VERMEIREN
Date of birth: 23 February 1940
Gender: male
Nationality: Belgian
First appointment: 2000
Second appointment: 2002
Term expires: 2006
Position in the company: member
of the supervisory board, chairman of the Audit Committee
Principal position outside the company: retired
Positions in other companies: member of the supervisory board of Crédit Commercial de France (France), and of several small, unlisted Belgian companies and non-profit organizations
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SIR BRIAN WILLIAMSON
Date of birth: 16 February 1945
Gender: male
Nationality: British
First appointment: 2002
Term expires: 2006
Position in the company: member of the Supervisory Board
Principal position outside the company: senior advisor at Fleming Family and Partners (UK)
Positions in other companies: chairman of Electra Investment Trust plc (UK), Resolution Life Group (UK), MT Fund Management Ltd (UK), director of HSBC Holdings plc (UK), chairman of the advisory board of Army Common Investment Fund (UK)
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2.1.2 Euronext's Managing Board
Euronext's Managing Board consists of four members as at 31 December 2004.
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JEAN-FRANÇOIS THEODORE
CEO and Chairman of the Managing Board
Jean-François Théodore (58) holds a law degree from
the University of Paris (France) and is a graduate of the Institut d'Études Politiques de Paris and the École Nationale d'Administration. After working for the French Treasury from 1974 to 1990, he was appointed chairman of the board of directors of ParisBourse in 1990. In 2000 he was appointed CEO and chairman of the Managing Board of Euronext N.V.
Mr Théodore was president of the Federation of European Securities Exchanges from 1998 to 2000. He chaired the International Federation of Stock Exchanges in 1993 and 1994, and was chairman of Sicovam S.A. from 1993 to 2000.
Outside directorships: member of the board of AtosEuronext
(no remuneration), member of the board of LCH.Clearnet Group Ltd (no remuneration), member of the supervisory board of Euroclear plc (annual remuneration: €22,500), member of the supervisory board of Atos Origin S.A. (annual remuneration: €17,997), member of the board of GL Trade S.A. (no remuneration).
Interest in the company's share capital as at 31December 2004: 100,849 shares.
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JOOST VAN DER DOES DE WILLEBOIS
CFO and member of the Managing Board
Joost van der Does de Willebois (45) holds a degree in law from the University of Groningen (the Netherlands). He was appointed CFO and member of the Managing Board of Euronext in 2004.
Mr van der Does de Willebois started his career in 1984 at Royal Dutch/Shell. During his time there, he held various executive management positions in Rotterdam, Paris, Bordeaux and the French West Indies. In 1998 he joined ING Group, where he held a number of directorships. Starting as executive director of Postbank N.V., he became managing director of corporate strategy and communication at ING Group in 2000 before being appointed executive director of ING Bank in the Netherlands in 2002.
Outside directorships: member of the supervisory board of Endex (no remuneration); member of the board of the Dutch Securities Institute (DSI).
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HUGH FREEDBERG
Member of the Managing Board
Hugh Freedberg (59) was educated at the University of Witwatersrand (South Africa) and the University of South Africa, and has also completed senior management programmes at Harvard and at Amos Tuck School of Business Administration in the US. He became chief executive of LIFFE in 1998 and was appointed as a member of the Managing Board of Euronext in 2002. Mr Freedberg began his career in financial services at American Express, where he became marketing and sales director. In 1986, he joined Salomon Inc. as chief executive of The Mortgage Corporation. In 1990 he became an executive director at TSB and chief executive of insurance and investment services, after which he was appointed chief executive of the Hill Samuel Group. Other positions he has held include deputy chief executive of TSB, director of Macquarie Bank, and managing partner at Korn Ferry International, a financial services firm.
Outside directorships: member of the board of AtosEuronext S.A. (no remuneration).
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OLIVIER LEFEBVRE
Member of the Managing Board
Olivier Lefebvre (47) holds an MBA from Cornell University (US) and a doctorate in economics from the Catholic University of Louvain-La-Neuve (Belgium). He became chairman of the executive committee of the Brussels Stock Exchange in 1996. He was appointed as a member of the Managing Board of Euronext in 2000.
Before joining the Brussels Stock Exchange as chairman of the executive committee, Olivier Lefebvre worked at the Belgian ministry of Finance where he introduced a number of major reforms on the Belgian financial markets. He also worked at Generale Bank
(now Fortis) and the University of Louvain.
Outside directorships: member of the Belgian Corporate Governance Committee, member of the board of AtosEuronext S.A. (no remuneration), member of the board of LCH.Clearnet Group Ltd (no remuneration).
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Euronext N.V. has announced its intention to appoint as a member of the Managing Board the following person.
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MIGUEL ATHAYDE MARQUES
Miguel Athayde Marques (49) has a PhD in business administration from the University of Glasgow School of Financial Studies (UK) and graduated in business administration from Universidade Católica in Lisbon (Portugal).
Before 2005, Mr Athayde Marques worked as an executive board member of Caixa Geral de Depósitos, the largest bank in Portugal. Prior to that, he was a member of the board of directors of Jerónimo Martins S.A. and chairman and CEO of ICEP, the Portuguese government agency for inward and outward investment, export and tourism. He also served as a consultant to the Portuguese ministry of Finance on the development of the Portuguese stock markets.
Mr Athayde Marques is currently professor of business at Universidade Católica School of Economics and Management.
Outside directorships: member of the Scientific Committee of the School of Bank Management (no remuneration), Portuguese Association of Bankers (remuneration: e8,400), chairman of the audit committee of the Scientific Society of Universidade Católica (no remuneration).
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| Managing Board's committees |
| Two committees assist the Managing Board. These are the Operational Committee and the Risk Committee.
The Operational Committee was established in 2002 as a forum for discussing strategic matters and sharing information.
The committee, which meets frequently, includes all members of the Managing Board as well as executives from the SBUs and Group support departments.
As at 31 December 2004, the Operational Committee consisted of the members of the Managing Board and the following persons.
Tarak Achiche
Corporate Information Services
Roland Bellegarde
Cash trading and Listing
Jean-Marc Bouhelier
Euronext.liffe Market Solutions
Peter Friend
Euronext.liffe
Serge Harry
Group Finance and General Services
Catherine Langlais
Group Legal, Regulation, Compliance and European Affairs
Maureen Laurie
Group Human Resources
André Went
Information Services
The Risk Committee was established in 2004 to oversee the risk management and control assurance framework, set the Group-wide risk management strategy, monitor the adequacy and effectiveness of risk management and the implementation of the risk management strategy throughout the Group, and make decisions regarding the level of risk that is appropriate in view of the Group's objectives. The Risk Committee meets frequently and includes all members of the Managing Board
as well as executives from the SBUs and Group support departments. As at 31 December 2004, the Risk Committee consisted of the members of the Managing Board and the following persons, some of whom are also on the Operational Committee.
Tarak Achiche
Roland Bellegarde
Jean-Marc Bouhelier
Serge Harry
Catherine Langlais
Terry Cunnington
Group Risk Management
Edward Heck
Group Internal Audit Services
Philippe Matsumoto
Group Treasury and Financing
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