Governance

Structure

Cboe Clear Europe has a two-tier board structure under Dutch corporate law, with a Management Board and a Supervisory Board. The Management Board represents and has responsibility for the running of Cboe Clear Europe, while the Supervisory Board is responsible for overseeing the Management Board in the performance of its duties and responsibilities. Details are set out in the governance structure overview below.

Management Board

The Management Board consists of four members:

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

Cboe Clear Europe’s Chief Compliance Officer and Head of Internal Audit report directly to the President of Cboe Clear Europe and have access and reporting obligations to both the Management Board and the Supervisory Board and the Audit Enterprise Risk and Compliance Committee (AERCC). The Chief Risk Officer also has access and reporting obligations to both boards and the EMIR Risk Committee.

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 consists 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 Inc. - Member
• Lex Hoogduin - Independent Member
• Clotilde Bouchet - Independent Member

The Supervisory Board has three committees:

• The Audit Enterprise Risk and Compliance Committee assists the Supervisory Board in fulfilling its oversight responsibilities of the Management Board in connection with enterprise risk and compliance matters, financial reporting and audit matters.
• 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 composed of representatives from Clearing Members andclients of Clearing Members, 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]

Stakeholder Engagement

For information on stakeholder engagement forums, please see "Membership" under "Our Services".