This excerpt taken from the NYX DEF 14A filed Mar 2, 2009.
Our Certificate of Incorporation provides that no person that is subject to any statutory disqualification (as defined under Section 3(a)(39) of the Exchange Act) will be permitted to serve as a director of NYSE Euronext.
Each of our directors must be approved by the Chairs Committee of the College of Euronext Regulators and must pass any fit and proper test under applicable European laws or regulations. A finding of fit and proper takes into account, among other things, the integrity and competence of the individual. All of our current directors have been approved by the Chairs Committee of the College of Euronext Regulators and have been found to be fit and proper under applicable European laws and regulations. Ms. Cloherty, who is a new director nominee, has filed the appropriate documents seeking such a finding and, if elected by our stockholders, upon such a finding, will be formally seated as a director on the Board.