Governance

Structure

Cboe Clear Europe has a two-tier board structure under Dutch corporate law. In addition, its governance structure is designed to enable stakeholders - both Clearing Participants who pay for services and platforms which give Cboe Clear Europe access to their trade feeds - to advise management of their service requirements. Cboe Clear Europe's governance structure complies with EMIR requirements.

Each of Cboe Clear Europe's Chief Risk Officer, Chief Compliance Officer and Internal Audit function has a reporting line into the Supervisory Board.

Cboe Clear Europe governance structure overview as of 31 May 2022:

Management Board

The Management Board consists of 3 members:

• Vikesh Patel, President
• Arnoud Siegmann, Chief Operating Officer
• Edward Hughes, Chief Technology Officer

Supervisory Board

Cboe Clear Europe's Supervisory Board consists of five members: two independent members and three members nominated by Cboe as 100% shareholder.

The Supervisory Board consist of the following members:

• Natan Tiefenbrun, SVP, President Europe, Cboe Europe - Chair
• Stephanie Renner, SVP, Finance, Cboe Global Markets Inc - Member
• Tim Lipscomb, SVP, CTO Cboe Global Markets - Member
• Lex Hoogduin - Independent Member
• Clotilde Bouchet - Independent Member

The Supervisory Board has three committees:

• The Audit Enterprise Risk and Compliance Committee advises the Supervisory Board on the effectiveness of the company’s internal audit function (financial accounting, the role and functioning of the internal auditor and the appointment of the external auditor) and on the effectiveness of the company’s enterprise risk management and compliance with regulatory obligations.
• The Remuneration Committee oversees the Company's remuneration strategy and principles for members of the Management Board. It reviews the policies and general principles on which the Company’s compensation plans are based. The Remuneration Committee performs its task in preparation for decision-making by the Supervisory Board. For the key elements of the Company’s remuneration policy, please see here.
• The Nomination Committee makes recommendations for the appointment of independent members of the Supervisory Board.

EMIR Risk Committee

The EMIR Risk Committee is an EMIR-required risk advisory committee that is currently composed of three representatives from Clearing Participants, one representative from clients of Clearing Participants, and one independent member of the Supervisory Board, in compliance with EMIR requirements. The EMIR Risk Committee is chaired by Lex Hoogduin - Independent Member.

The Terms of Reference of the Risk Committee are available upon request and free of charge - please contact [email protected]