In 2018, the Board embarked on a governance reform aimed at better reflecting the respective roles and responsibilities of the Boards of Euroclear SA and Euroclear Holding, and at improving their effectiveness.
The two Boards have been traditionally composed of a large number of same directors. Going forward, the two Boards will be composed of different directors (with the exception of the Chairman and the Deputy-Chairman, who will remain joint), and of a much smaller size. We plan to complete this reform by the 2019 general meetings.
Euroclear SA is the main regulated company of the group, subject to consolidated supervision by the National Bank of Belgium, and the Board is to set the strategic objectives and policies for the group and to oversee Euroclear SA’s compliance with all its regulatory duties. Euroclear Holding is the controlling shareholder of Euroclear SA, subject to limited regulation, provided it does not intervene in the operational management of Euroclear group companies.
We started to implement that reform at the level of Euroclear SA/NV Board in 2018, as several directors resigned. It is proposed that, following the 2019 AGM the Board be composed of ten non-executive directors, with a diverse international origin and a broad business and area expertise; plus the three executive directors required by the Belgian law.
Meanwhile, the Board of Euroclear Holding recommends that the 2019 AGM elects a new Board of 12 directors (as all mandates expire), with three independent directors and nine directors proposed by our largest shareholders.