Governance

Euronext Securities Milan has adopted a solid system of governance in compliance with EU Regulation no. 909/20914 ("CSDR") through a traditional system of Administration and Control, whereby corporate management is the responsibility of the Board of Directors and control functions are allocated to the Board of Statutory Auditors.

Our Corporate Governance system is based on the:

• centrality of the Board of Directors, responsible for the strategic guidance and supervision of the Company’s overall business activities, with policy-making powers in relation to the overall administration and the authority to intervene directly in a series of significant decisions necessary or useful to achieve the company purpose through the Chief Executive Officer;
• main role of Independent Directors who are directly committed to task where there are potential conflict of interests, such as: risk management and remuneration of the directors and key staff involved in control functions;
• key role of the Board of Statutory Auditors, which is composed of independent members directly appointed by Shareholders, and also acts as Audit Committee and, according to the Italian Corporate Law, is entrusted with the responsibility of supervising a wide set of aspects, ranging from the compliance with the law and the Company By-laws, to the efficiency of the internal control system, the internal audit system and the risk management system, statutory audit of the annual accounts, the independence of the statutory auditor or the statutory audit company;
• an effective internal control system and pro-active risk management system;
• a strict discipline concerning potential conflicts of interest and solid principles of conduct.

By-laws

By-laws defines the essential characteristics as well as the primary rules relating to the organization and operation of the Company.

The By-laws also specifies the name, registered office and duration of the Company; the corporate purpose; the share capital amount as well as the number, characteristics and nominal value of shares; the administration and control model adopted; appointment procedures and the rules of operation of corporate bodies; the operation of the Shareholders' Meeting and shareholders’ rights.

The contents of the By–laws supplement legal provisions. For all that which is not expressly provided for in the By–laws, the provisions of the Italian Civil Code and special laws will be applicable.

The By-laws may be amended by means of a resolution of the Extraordinary Shareholders' Meeting.

A copy of the current By-laws is available below:

Copy of current by-laws 

Financial Data

Shareholder's Meeting

The Shareholders’ Meeting is the collective body which expresses the shareholders’ will. The Shareholders’ Meeting has the power to resolve on the topics that fall under its competence by law or on the basis of the By-laws and in particular:

• approves the financial statements;
• appoints the members of the Board of Directors and of the Board of Statutory Auditors;
• appoints the Auditing Firm.

The Extraordinary Meeting approves amendments to the By-laws and extraordinary operations, such as capital increases, mergers and demergers.

The Shareholders’ Meeting is chaired by the Chairman of the Board of Directors, who is assisted by a Secretary or by a Notary according to the in force laws.

Auditing Firm

The Auditing Firm is in charge to audit the financial accounts. This task is assigned by the Shareholders’ Meeting following a justified proposal from the Board of Statutory Auditors.

The current mandate to audit the financial accounts has been assigned by the Shareholders’ Meeting on 15 April 2015 to Reconta EY for the 2015 – 2023 period.

Complaints

Any entity with a legal interest in filing a complaint may file a formal complaint about matters associated with the activities of Euronext Securities. Euronext Securities have established transparent rules and procedures for the handling of complaints.



Please use this link to file a complaint: Complaints | euronext.com