Good morning to everyone. Dear shareholders, I hereby open the Annual General Meeting of Euronext N.V. My name is Piero Novelli, and I am the Chairman of the Euronext Supervisory Board. I welcome you all, you all on behalf of the Supervisory Board and the Managing Board of Euronext N.V. for our 10th Annual General Meeting as a listed company. Please turn off or mute your mobile phones during the meeting, or forget it as I've done. Euronext N.V. is an international company, and its corporate language is English. Therefore, the General Meeting will be conducted in English, as announced in the convocation to the meeting. Herein after, I will refer to Euronext N.V. either as Euronext or the company interchangeably. I would like to inform you that most of the members of the Supervisory Board, the CEO, Mr. Stéphane Boujnah, the CFO, Mr.
Giorgio Modica, and the General Counsel and Corporate Secretary, Ms. Sylvia Andriessen, are present behind this table. The other members of the Managing Board are in front of us in the meeting room. Two members of the Supervisory Board, Ms. Alessandra Ferone and Mr. Olivier Sichel, are unfortunately not in the position to attend this meeting. Also present in the room are the nominees for appointment to the Supervisory Board, Ms. Fedra Ribeiro, Ms. Muriel De Lathouwer, and Mr. Koen Van Loo, as well as the nominee for appointment to the Managing Board, Mr. Simon Gallagher. Further, a number of senior staff members of the company are present, among them, Ms. Aurélie Cohen, who is our Head of Investor Relations. In addition, please note the presence of Ms. Corinne Holdinga, our notary, Mr.
Jasper Kolsters, the lead partner at EY, our external accountant for the 2023 accounts, and Mr. Waldo Bakker, the lead partner at KPMG, which is proposed to be our external accountant for the 2024 accounts. In accordance with the Articles of Association, the general meeting is held in Amsterdam, this being the municipality where the company has its registered seat. All shareholders have been called to attend this annual general meeting by the Managing Board and the Supervisory Board, by means of a convening notice published on the 28th of March, 2024 on Euronext website, including the agenda and explanatory notes thereto. This announcement explained the procedure for shareholders who wish to either attend the meeting in person or provide voting instructions or grant a power of attorney.
No requests have been received from shareholders regarding the additional proposals to the agenda of this general meeting. In accordance with corporate governance recommendations, the draft minutes of this meeting will be made available to shareholders within three months of the meeting by publication on the website, giving shareholders the opportunity to comment on these minutes during three subsequent months. Having taken into account all that has been expressed before, I conclude that this Annual General Meeting has been convened in accordance with all the applicable rules and the articles of association of Euronext N.V., and that the General Meeting may decide on all items that are placed on the agenda. Before we proceed, I will now inform you how many shares are represented at this meeting, in person or by proxy, and how many votes can jointly be cast.
Please note that the number of issued shares that I will announce in a few moments corresponds with the number of issued shares as at the registration date, which was the 17th of April. I will now announce the relevant numbers for today's meetings. Issued share capital as per the registration date, 107,106,294 shares. Shares with voting rights, 103,634,263 shares. Represented shares, 86,281,623 shares. Percentage of the issued capital present or represented, 83.25%. Absolute fifty percent plus one majority of the votes, 43,140,813 shares.
Qualified 75%+ one majority of the votes is 64,711,218 shares. Agenda item two, presentation of the Chief Executive Officer. I first invite the CEO and Chairman of the Managing Board, Mr. Stéphane Boujnah, to present the report of the Managing Board on the financial year 2023, and the Q1 2024 figures.
Thank you, Mr. Chairman. Thank you, Mr. Chairman, and, and welcome, everyone. I will start with some highlights on, on the past decades for one simple reason, which is that we are celebrating this year, the 10 years since, the IPO, and, long-term perspective is, is quite critical, in terms of, of value creation. I will then briefly present you our 2023 performance and conclude with the status update on the integration of the Borsa Italiana Group and our Growth for Impact 2024 strategic plan. I'm now on slide 4. As we celebrate this year, the 10 years of our IPO, I would like to, to take a step back to look at what Euronext has achieved, thanks to your support, over this past decade.
Through this journey, we delivered on our ambition to build a leading pan-European market infrastructure. Euronext is today the first equity listing venue in Europe, the first cash equity trading venue in Europe, and the first bond listing venue, not only in Europe, but worldwide. And we now operate strong assets in fixed income with MTS, and we operate strong trading assets with fully owned multi-asset classes clearinghouse, like Euronext Clearing, and the third largest CSD network in Europe. As you can see, Euronext is today the leading diversified pan-European market infrastructure. Moving to slide 5. Over the past 10 years, we expanded into new asset classes and new activities to diversify and strengthen our revenue mix. We have also widened our geographic footprint well beyond the Euronext historical domestic stock exchanges presence, well beyond the home of Euronext legal headquarters, Amsterdam.
But most importantly, we successfully consolidated and integrated European capital markets infrastructures to create the backbone of the European Capital Markets Union, or what is to become the European Savings and Investments Union. Over the past 10 years, we delivered on our ambition to build the leading market infrastructure in Europe. Moving to slide 6, the numbers speak for themselves and illustrate the significant change in size of Euronext. First, from a financial perspective, the market capitalization increased 6.7 times since the IPO 10 years ago. Revenue more than tripled, and we sustained our trademark cost discipline to materially increase the profitability of the group. Second, as I mentioned, we expanded activities across geographies. The group today derives around 60% of its revenues from non-volume related activities.
This improvement in our revenue mix, both geographically and in terms of segment, results from organic growth and successful bolt-on acquisitions. Third, we positioned Euronext as the leading market infrastructure in Europe. Euronext is today, as I mentioned earlier, the leading venue in Europe for equity listings, with close to 1,900 issuers. We are also the leading bond listing worldwide, hosting over 57,000 bonds in our markets, mainly in Dublin, but also in other locations. Lastly, we are the leading cash equity trading venue in Europe, powered by our single state-of-the-art technology platform, Optiq, which enables a single, order book, which empowers a single liquidity pool. All of this would not have been possible without the Euronext teams across Europe that supported this transformation over the past decade. The group significantly evolved from an operational perspective.
We have tripled the number of employees, most of them joined through the several acquisitions we engaged in, while others were onboarded to support organic growth projects. I'm now on slide 7, which should be a source of collective pride for the teams that worked so hard over the past 10 years. This transformation was not made at the expense of our profitability and value creation. Since our IPO, we have established a now recognized trademark cost discipline and a unique track record at integrated acquired companies. Over the past 10 years, we have delivered EUR 217 million of synergies, and this is not over. By the end of 2024, we will have delivered an additional EUR 36 million of synergies as part of the integration plan of the Borsa Italiana Group.
All in all, between 2014 and 2024, we will have delivered over EUR 250 million of synergies. This strong performance on slide 8 translated into superior value creation for shareholders. Since IPO, the share price increased by close to 400%. In the meantime, our strong cash generation capabilities enabled us to return EUR 1.5 billion to our shareholders through annual dividend payments and through the Share Repurchase Program carried out last year. Moving now to the highlights of the 2023 performance on slide 10. Thanks to our diversified business model, we achieved +3.9% increase in revenue and income to reach close to EUR 1.5 billion of revenues. This performance was notably supported by our non-volume related activities that accounted for 60% of total revenues.
Following the successful migration of our core data center in Bergamo in 2022, we continued to bear the fruit of this migration, notably with our colocation offering. In 2023, we further scaled up our technology solutions activity that grew close to 10% in 2023. Our advanced data services business reported strong performance with revenue +6%. This results from good performance across the data products offering and also solid demand for our data analytics products. Our post-trade franchise delivered a robust year as well. First, our custody and settlement business grew by +5.5%, like for like at constant currency. This was driven by growing assets under custody, improved revenue capture, and continued expansions of the services business. On a reported basis, this activity was impacted by negative Forex impact from the NOK.
Second, our clearing revenue were stable despite declining equity and derivative volumes. This results from two key factors. First and foremost, our clearing flows are now diversified. As a result, the strong fixed income clearing and commodities clearing activities partially offset the lower equity and financial derivatives clearing. Then, and what is the most important for all of us, we managed to capture additional business at Euronext Clearing, following its expansion to all Euronext cash markets. Since 27 of November, Euronext Clearing is the preferred CCP for six European cash markets. Last, the net treasury income increased by 6% compared to 2022, underlying net treasury income primarily reflecting higher collateral held by Euronext companies.
Once again, we remain the leading listing venue in Europe for equity, attracting 64 new equity listings, which represent approximately 40% of all the listings implemented in the European continent. We also consolidated our position as the leading listing venue for debt worldwide, now being the home, as I mentioned earlier, of over 57,000 bonds. Our corporate services franchise continued to post double-digit growth, demonstrating the successful expansion of our SaaS offering. Lastly, our trading franchise was resilient despite a lower volatility environment for equities. Indeed, while cash trading and derivatives trading volumes were down by over 10%, total trading revenues only decreased by -4.7%. This is again the demonstration of a much more diversified business model.
In 2023, our fixed income trading business reported a record year, with double-digit growth in all asset classes, resulting in revenue up +15.6%. In addition, our power trading business also posted a record year, with revenue up +14.5%, primarily supported by intraday power trading, where volumes doubled compared to 2022. As I just said, 2023 demonstrates a critical result of Euronext's diversification. We delivered solid growth even in an environment which was not favorable to equities. I'm now on slide 11. We obviously maintained our trademark cost discipline and reported better-than-expected costs at EUR 610 million, less than 1% above 2022, despite inflationary pressure that we all experienced in our respective businesses.
This also compares, this cost performance compares to the revised guidance of EUR 618 million, and the initial cost guidance for 2023 provided a year ago of EUR 630 million. So cost overperformance is very often taken for granted because you are used to it, but it comes with a lot of efforts for the teams, especially in a strong inflationary environment. This good performance on cost, despite inflationary pressures, resulted from cost control and also some positive Forex impact and a one-off accruals release. Consequently, our 2023 adjusted EBITDA grew to EUR 864.7 million, and we delivered an adjusted EBITDA margin at 58.6%. Thanks to the positive interest rates environment, our strong cash position enabled us to fully offset the cost of our debt.
As a result, and supported by EUR 53 million of capital gain, reported net income increased +17.3% in 2023 to EUR 513.6 million. Adjusted for non-underlying items, net income was up +5.3% to EUR 584.7 million, representing an adjusted EPS of 5.51 EUR per share. Consequently, a dividend of 2.48 EUR per share is proposed today. The dividend represents a payout ratio of 50% of reported net income, as set up in our dividend policy. That's EUR 0.20 more than the 2022 dividend per share and an increase of +12% in the dividend. To conclude, on slide 13, a status update on the integration of the Borsa Italiana Group.
In 2023, we delivered on several strategic milestones that were critical for us to achieve our transformation in 2024. First, on the trading side, we successfully completed, for the fourth time since our IPO in 2014, the migration of cash equity markets to our single technology trading platform, Optiq. The migration of Italian cash markets to Optiq created benefits for trading members, increased liquidity in the Italian market with a material improvement of the Italian market quality overall. Second, we made very good progress to further strengthen our post-trade business. In November 2023, we took an important step towards the European expansion of Euronext Clearing, expanding our offering on schedule, on budget, to the cash markets in Belgium, France, Ireland, the Netherlands, and Portugal. Euronext Clearing now clears equities, ETFs, structured products, warrants, and bonds across 6 European markets.
Third, in March 2024, we successfully migrated Italian derivatives trading operations to Optiq. This migration was the last in the ambitious integration plan of Italian cash and derivatives markets onto the Euronext single trading platform, and it was completed less than three years after the acquisition of the Borsa Italiana G roup, completed in April 2021. All these milestones contributed to reaching EUR 79 million of run rate EBITDA synergies at the end of March 2024 in relation to, to the acquisition of the Borsa Italiana Group. And let me remind you that the initial target for the end of 2024, when we completed the transaction, was to deliver EUR 60 million of run rate synergies by the end of 2024, and we have already delivered EUR 79 million by the end of the first quarter, 2023-2024.
So we are clearly on the right path to deliver the revised guidance for synergy, and you will have understood that we are really on track and on schedule to deliver the last step of our Growth for Impact 2024 strategic plan. The expansion of Euronext Clearing to all financial commodity derivatives listed and financial derivatives listed on all European markets in the third quarter of 2024, in a few weeks' time, will be the final step to achieve the targeted delivery of at least EUR 150 million cumulative EBITDA synergies at the end of 2024, which is close to double the amount of synergies that were initially anticipated when the deal was completed.
Finally, on slide 14, the completion of our Growth for Impact 2024 strategic plan will position Euronext as the only fully integrated trading value chain across Europe, with leading positions across all of our activities and powered by our own technology infrastructure. So as we celebrate the 10th anniversary of our IPO, we are looking forward to exploring in depth the opportunities that this transformation will offer for Euronext at our Investor Day, that will take place on the 8th of November in Paris, and that will set the ambition for the company for 2025, 2026, and 2027. And with this, I give back the floor to our chairman.
Thank you, Stéphane, for your explanations. Agenda item 3: Annual Report 2023. The Annual Report 2023 comes in the form of a Universal Registration Document in reliance of the grandfathering rule set out in Article 9, sub 3 of EU Regulation 2017/1129. Euronext filed its Universal Registration Document without prior approval of the AFM. Agenda item 3A: Updated Dutch Corporate Governance Code. The first item is the confirmation that Euronext has incorporated the changes included in the Dutch Corporate Governance Code into the 2023 URD. The changes entail increased attention to sustainable long-term value, diversity and inclusion, the role of shareholders, and some other changes. I refer to the explanatory notes to the agenda of this meeting for more information on this item.
Are there any shareholders who wish to further discuss this item? If not, we will proceed to the next item. Agenda item 3B: Explanation of policy on additions to reserves and dividends. The second item is the explanation of the policy on additions to reserves and dividends, which is a discussion item. I refer to the explanatory notes to the agenda of this meeting for more information on our dividend policy. We believe that Euronext is perfectly equipped to confirm its current policy to distribute 50% of its profits. In our view, this policy remains balanced and does not impair Euronext's flexibility to meet its short- and long-term liabilities and objectives. Are there any shareholders who wish to further discuss this item? If not, we will proceed to the next item.
Before we proceed to the proposals to adopt the Remuneration Report and to adopt the financial statements, I would like to give the floor to Mr. Jasper Kolsters of EY, our external auditor for the 2023 Financial Statements, please. I point out that Euronext has waived the obligation of EY to observe confidentiality for the purpose of the AGM. Mr. Kolsters will briefly discuss the audit process and procedures in relation to the audit of the financial statements, and he's happy to take any questions from the shareholders after this presentation. I kindly invite Mr. Kolsters to give our shareholders his views.
Mr. Chairman, thank you very much, and perhaps we can go to the next slide already. Indeed, so my name is Jasper Kolsters. I'm a partner at EY, and this is the second year that I've audited Euronext's financial statements. And dear shareholders, I would like to address a couple of topics with you. First, I want to talk about the scope of our engagement. Secondly, I want to talk about the key audit matters and a number of ESG-related items. And lastly, I want to discuss the communication process and the way that how we've worked with management, the Management B oard, and also the Supervisory Board. But let me go to the next slide, and it's quite a detailed slide, but it gives an overview of the work that we've done and how we've done it.
But let's start with the scope of our procedures. We've audited the statutory and consolidated financial statements of Euronext. In addition to that, we've also performed a review of the interim financial statements as at the end of June 2023. And lastly, we've also performed an assurance engagement on a selected number of ESG KPIs, as included in the Management Board Report. In addition, if you talk about the Management Board Report, there are a number of topics that we've assessed, and we've performed slightly different audit procedures, but we've looked at the corporate governance information, the risk management information, and, for example, the remuneration paragraph. If you talk about execution of the audit, as the statutory auditor, it's my role and responsibility to organize and structure the audit in such a way that we've obtained a sufficient and appropriate audit evidence.
An important element of that is, of course, getting a team ready to do so, and in that team, we have a number of people with specific knowledge. For example, if you talk about IT audit or elements relating to specific knowledge, for example, on IT. And in addition, we also have a number of specialists, for example, if you talk about the valuation of financial instruments and impairment testing. An important element of an audit is determining materiality, and we've used an amount of EUR 34 million for the audit of 2023, and we've based that materiality threshold on profit before tax.
And the number, I think that's relevant for you as shareholders. The number is quite comparable to the number used in 2022, which was EUR 30 million, which was determined on the same basis. Well, using that materiality, we perform a risk assessment, and based on that, we select components, meaning the various businesses of Euronext that we include in our audit. And as part of doing that, we send those teams that are responsible for the audit of those components instructions, and we monitor the way that they perform their work throughout the audit. In an audit, there are always a number of specific topics that we assess, for example, the going concern assumption, which is a key assumption in preparing the financial statements.
And we also perform specific procedures in respect of fraud and compliance with laws and regulations. And as you do that as part of every audit, but it's of course an important element. We talk about ESG in a second, and but perhaps then let's move to the conclusion, because I think that is probably most relevant. As part of our audit, we've assessed the assumptions that management has applied, the estimates made, and we've concluded that we consider those to be reasonable, and that results in an unqualified auditor's report on the consolidated and parent-only financial statements. And we've also concluded that the information included in the board report is consistent with the financial information and in that respect appropriate.
Let me then briefly touch upon the key audit matters. Of course, our auditor's report is included in the URD, which is quite an extensive document. But if you talk about the audit, what are the most important elements in our audit? And it's the assessment of the impairment analysis prepared by management on goodwill and the other purchased intangible assets. If you look at the balance sheet of Euronext, it's about EUR 4 billion in goodwill and EUR 2 billion in other acquired intangibles, which of course are very significant amounts, so therefore an important focus area in our audit. Also, the recognition of internally developed software is a focus area.
Because if you talk about 2023, one of the key, and I think that was also referred to by the management board already, key objects were the implementation of Optiq in Italy and the roll-out of Euronext Clearing. And of course, the group, that is then also reflected in the financial statements, and part of the costs are then capitalized. So there's a bit of judgment involved, so our role is to assess whether the IFRS criteria have been applied appropriately. Another important element in our audit is the measurement of financial instrument accounted for at fair value. Euronext has an investment in Euroclear that is accounted for at fair value in the balance sheet. So what we do is we assess whether the assumptions made in that valuation are reasonable.
And lastly, because IT is very important in this audit, we've assessed whether the IT environment and controls are adequate for us to perform our... to rely on as part of our audit. If you talk about ESG, as I mentioned, we've performed a separate assurance engagement. But what we do, and of course, given the development, for example, on CSRD, which will be applicable in 2024, what we've assessed is: to what extent have climate change and transition risk have an impact on the 2023 financial statements?
What we've assessed is that, although they're very important topics and get sufficient attention, but do not necessarily have a significant impact made on the valuation, for example, or estimates made in the 2023 financial statements. Lastly, we've performed, and you've seen that in the financial statements as well, there's a separate assurance report where we provided limited assurance on a number of KPIs, and there we've concluded, so it's a conclusion, not an opinion, but that we have not identified any significant differences in those KPIs.
If you go to the next slide, if you talk about communication during the year, because it's an audit of a listed entity, certainly like Euronext, takes quite a lot of time, and we're involved throughout the year. So we've issued a number of reports. For example, we discussed our audit plan with the Supervisory Board in May 2023. But throughout the year, we issue, for example, in the half-year review, we issue a report, and we issue a management letter on any findings in respect of internal control. And if you talk about the year-end process, we issue a long-form auditor's report with our findings and observations on the 2023 financial statements, and we did that in March 2023.
So as I said, we meet management, the Management Board, and the supervisory board throughout the year, and I think it's important for you also to understand that that process goes smoothly. The communication is open, is transparent, and I think it at times, of course, critical as well, which I think improves the quality of the audit that we perform. Having said that, I think it's... I'm more or less to the end of what I wanted to say, and want to hand back the floor to you.
Thank you. Are there any shareholders who have questions about the audit, and the audit report of our external auditor? Yes, please.
Thank you. Thank you, Chairman. My name is Gerben Everts. I represent the Dutch Shareholders' Association, the VEB. Many thanks for the presentation. It's always good that the auditor is present in our midst as a general meeting. Many thanks for your audit over the last years. It's also the last, you know, possibility for us to raise any questions on, let's say, consecutive years. So I have two questions. You referred to the management letter, which is always, you know, distributed to the board and executives and the non-executives on a yearly basis. What were the most important three elements of the last management letter? And a second question, on, let's say, the follow-up of the recommendations of the auditor.
What's your opinion on, let's say, the follow-up, the mitigation of any risk you have signaled in, let's say, the penultimate management letter? Was Euronext able to mitigate most important risk, according to your interpretation and knowledge?
Okay.
... Mr. Kolsters, please.
Okay, a management letter contains observations on the internal control, which I think is also something which is continuously developing. Meaning, it's not a fixed... It's not-- you're never done with an internal control framework. So I think important elements of that were observations on how internal control is organized within the entity. A second topic-- and I think if you talk about what are other important topics, I think an important topic is IT. Meaning there's significant IT involvement in the business itself, but also where we start using that in our audit. I think that is an important element, and, well, I think we have observations on the risk and compliance as well as we do in every management letter.
I think it's important to note that, as I tried to explain it already earlier, is the way that we communicate with management, Management Board, and the Supervisory Board, is that our observations are taken seriously and are being addressed. As I said, it's internal control is a living beast, meaning that is continuously developing and of course, based on changes in requirements as well. So that is, it's a. Well, it's something that continues to develop.
If I may, two short follow-up questions. But your assessment on the ability of Euronext to mitigate any risks you have signaled in the, let's say, former management letters, is it, let's say, best in class? Is it according to, or did it sometimes significantly impact the possibility of the auditor to apply a system-oriented audit approach?
Is it... I think that's qualification. You're asking for a qualification. It's always a little bit difficult, meaning you can't necessarily compare the companies that easily. But I would say that, and I think I tried to explain it as well, is that I think it is management is making every effort to address the comments that we have, and I think they are addressed in an appropriate manner.
Okay. Thank you.
Yeah.
If there are no other questions for our external auditor, I kindly thank Mr. Kolsters for his contributions, and thank EY for their services in the past years. Thank you.
Much appreciated.
Agenda item 3C, voting item 1: proposal to adopt the 2023 remuneration report. In accordance with Article 2:135b, paragraph 2 of the Dutch Civil Code, the Remuneration Report is submitted to the meeting for an advisory vote. We will now proceed to the advisory vote on the Remuneration Report, which is the first voting item on the agenda. Are there any shareholders who have questions about the 2023 Remuneration Report? Please.
Thank you, Chairman. Gerben Everts once more. So there's no explanation coming from the Remuneration Committee, yeah? So we immediately jump into the questions. Okay, good. As retail shareholders, we're always very happy to be here, for our, as per today, 29,776 members. We need to be precise because we're criticized that we have always referred to 30,000, but more or less 30,000. Euronext is the marketplace of choice for many of them. Overall, there is not so much controversy since the 10 years that Euronext has a standalone status. However, this year there is, possibly not to any surprise. In our view, the Remuneration Report includes a controversial matter, and this is the special one-off integration long-term incentive for the CEO and the COO.
We can't blame the CEO and the COO, but still, we can blame the non-executives. The Remuneration Report states that in exceptional circumstances, Supervisory Board may grant specific remuneration to serve the long-term incentives, interest, sorry, and sustainability of the company. The Supervisory Board mentions that it has decided to grant a special one-off integration long-term incentive for the CEO and COO. The rationale behind this was, among others, to recognize specific integration milestones, to reinforce retention, and support the next phase of growth of Euronext. Much to our surprise, the Supervisory Board also cites some specific senior management retention risks. In our view, this discretionary grant is unnecessary, ill-explained, and inappropriate. I therefore have the following questions: First, why would there be any retention risk?
The CEO and the COO, and we agreed with that, were reappointed for another four-year term just last year, here at the very premises, including an upward adjustment in their remuneration package, on which we agreed, and with nice words, because we really appreciate their continuity. So have Mr. Boujnah and Bento threatened to leave the company in case they were not granted additional compensation? So that's question one. Secondly, the grant in itself also raises ample questions. For example, the acquisition of Borsa Italiana and the realization of synergy targets is already a separate performance criterion in the consecutive short-term and long-term incentive plans, and the latter, as part of, for example, the EBITDA targets. Why would this warrant a special discretionary grant as well, on top of the implementation of the regular Remuneration Policy?
Isn't this a clear example of being paid twice for the same performance, double counting in the denominator? Thirdly, the Supervisory Board mentions specific contributions to the delivery of the integration plan of Borsa Italiana. What exactly does the Supervisory Board mean, and why would these specific contributions not already be covered in the STI scorecard? Is the impression founded that this compensation is merely needed to compensate for the lower-than-expected performance of Euronext post-merger? The share price of Euronext did not respond that too well on the acquisition. In other words, the price paid was perhaps relatively high, and the synergy is not yet achieved in full. Is this a legitimate reason to grant additional remuneration to compensate for not having achieved the targets that were defined beforehand?
The last question, on behalf of retail investors: why didn't the Supervisory Board conclude that it would be more appropriate, and it can be argued, according to the law, it is even necessary, that a separate shareholder approval is needed for this grant? According to the remuneration report, the Supervisory Board has used its powers to deviate from the remuneration policy in case of exceptional circumstances. However, according to the Dutch legislation, exceptional circumstances can only cover situations where the derogation from the remuneration policy is necessary, I quote, "To serve the long-term interest and sustainability of the company as a whole or assure its viability." I really doubt whether the extraordinary LTI grant is necessary to do that.
As both individuals, as I said, just signed a new employment contract only last year, and no significant internal nor external threats can be distinguished. Therefore, we are of the opinion that the extraordinary LTI grant needs explicit approval from the Euronext shareholders meeting. To conclude, in our view, the Remuneration Committee acted beyond its mandate. This we will like to reflect in our vote on this specific topic, as well as in the discharge of the Supervisory Board.
Thank you. Let me direct the question to the chair of the Remuneration Committee, Ms. Nathalie Rachou. Please.
Right. Plenty of questions. Thank you. We've engaged already, and we agreed to disagree. So I'm going to repeat to you what we discussed when we engaged directly. And let me also say that throughout the process of the Remuneration Committee, I engaged with shareholders on all matters, but especially on this specific matter of the special grant. And I found that most our shareholders, I mean, in fact, all of them, were very supportive. And the reason why is very simple: it's called retention. We operate in a market, the market of financial services, and also in the IT market, as far as the COO is concerned. These markets are very fluid, shall we call them. Offers come and go, and quite, quite frankly, even though both the CEO and the...
Sorry, the CEO, let's be quite clear, and COO had both signed up for Stéphane for another term, and the COO for, I hope, a long, a long period of time ahead of us. Well, they are in a market, and market pressures exist. I'm not at liberty to comment about possible offers they might have received at any given point, but the Remuneration Committee and the Supervisory Board in its entirety are quite aware of those pressures and these possible offers. And thereby, retention is a key part of our mission. Even though a Chief Executive has just signed for a new term, he's not bound for those; he's not bound to stay. It's not a commitment to stay. He can walk anytime he wants. Likewise, the COO.
And quite frankly, our responsibility as a Supervisory Board, and our responsibility as a Remuneration Committee advising the Supervisory Board, is definitely to make sure that there is proper management and sustainable management for the company. And I consider that, and my colleagues along with me, that it is our key responsibility to address those worries. So retention is the order of the day, and retention was really the reason behind the special grant. Because we engaged, because I engaged so much with the shareholders, there were two things which came out loud and clear. The first one is that they were really concerned by the integration of Borsa Italiana, because it was so difficult and intricate and challenging.
So throughout my engagement with shareholders in 2023, but also in 2022, in fact, ever since we bought Borsa Italiana, integration has been a major concern from all our shareholders. So they repeated that when we expressed some retention fears, and they said: "Well, as long as it's refers to the integration of Borsa, we're happy with anything, because we've got so much riding on this integration. It's a major risk for the company, and you need to mitigate that risk. You need to make sure that everything goes smoothly." So we thought it was a good thing to re-emphasize the importance of delivering the integration of Borsa in the remuneration arrangements we could make.
The second issue, which our shareholders have, is, of course, that as much as possible, the Remuneration Committee, and thereby, the Supervisory Board, should align the outcome with their interests, i.e., LTI looked to be the best instrument because there's a real, I mean, there are real conditions linked to the LTI. They've been strengthened in the 2021 policy, Remuneration Policy. So now we've got, I think, an efficient LTI policy, which is demanding enough upon management. So it was very clear from all these ESG engagement with the shareholders, that anything to do with retention was welcomed by them, providing it was aligned with their interest, i.e., under the form of LTI grants, and they wanted it to be linked to the integration of Borsa.
I repeat, yes, it is, it was part of the STI criteria, but it was of such magnitude that we thought it deserved an extra grant, and that was all for the purpose of retention. So that's it. So it is within the remit of the Remuneration Policy for the remuneration report to recommend and for the Supervisory Board to vote for exceptional grants, STI, LTI, salary increase, whatever. I think we've showed some restraint by giving only LTI grant vesting under the same condition as the regular grant. While we could have done as happens, as is happening in the market currently with AFS increases, STI increases, multiple increased multipliers, et cetera.
Can I just give you the hint to have a look at David Schwimmer's remuneration package as approved by the AGM of LSEG recently? I think we've shown considerable restraint by granting a one-year AFS LTI grant to the CEO and COO.
Okay, may I raise four quick follow-up questions? First, you referred to that there might be, let's say, a lot of optionality in whether there were, let's say, acute threats of one of them leaving. Can you make it more explicit? Were you informed that any of the two was actually-
I'm afraid I won't comment on that.
But how can we then assess whether retention was the reason?
Well, you've got to believe me. If you don't, I'm sorry. I won't, I won't make any other comment.
Okay, but then I interpret this as an argument which is kind of camouflaging an extra, extra, remuneration, because if there were an ultimate threat, you could say, "Well, there was an instance, one of the two-
I won't comment.
Okay. The second is, you now clearly stated the reason was retention.
Yep.
How then can you put it under the umbrella that it would serve the long-term interest and sustainability of the company as a whole and ensure its viability? Is Euronext that dependent on one of... one or two individuals?
Well, I mean, let's be quite candid. When you lose your CEO or your COO, you've got to go back to the market. You can have some internal resources. Yes, we did that when we replaced the CEO, and I must say it's been a thorough success. Well done, Manuel. But you don't always have the right resources at the right, at the perfect timing. And so, when you go and in the case of a CEO, you need a thorough process, a thorough selection process, which takes time. During this period, well, even if you've got an interim candidate, the company is at risk. The company is exposed. Do you think that your Supervisory Board wants to experience that sort of pressure and that sort of tension and that sort of risk? Certainly not. Certainly not.
And so it's a question of risk management. That's our job, making sure that the company is not at risk, and that its management is in a good position to exercise its mandate, and that we can sleep at night because we know that it's properly looked after. So, I mean, we're paid just to make sure that those risks don't materialize. So it is definitely the long-term interest of the company and its sustainability.
Well, with all due respect, but that underestimates the role of the general meeting, because exactly that is part of the remuneration policy as is, which means that the long-term incentives can only vest after a period of time. So we are, and you refer to one benchmark, which is an outlier, but we follow all the General Meetings. So we are that aware, maybe as aware as you are, that continuity of the board, and especially the CEO, COO positions, is of the essence. But that is reflected in the Remuneration Policy, especially in the vesting conditions. So we really don't see why an additional one-off is really necessary to put an extra,
We thought it was called retention, and that's it. That's the only reason, and we stand by it.
Then a question: How can we circumvent that this is next year exactly the same discussion? Because if you had an argument over, let's say, last year, you can use the document for every year, and then we have a new remuneration policy.
No. Well, I mean, you will have a R emuneration Policy, and you and I will engage on it. I don't think it will be revolutionary, and I think we'll probably stick to many principles of the current Remuneration Policy. And we'll see. But this was a special grant. It's not supposed to be repeated. If it became a regular occurrence, I think that we could be considering having it voted at the AGM.
Okay, and the last question, and that's more on the legal sanity. If you use the argument of the future and sustainability of the company, the risk of the company, of course, we can have an interpretation issue here. You think it is; I think it's not. Wouldn't it be better to just bring this forward to the General Meeting? And if you can convince us that it would be good for the shareholders to allow an extra grant, of course, you can convince us, and we can vote in favor. Why have you not opted for that solution? Because if it's that acute for the sustainability of Euronext, it should be, you know, our decision as well.
Well, I think it's within the law just to have the special ability to make exceptional remuneration exceptions. It's within Dutch law, so I don't see why we shouldn't use it.
Okay, I think you push the boundaries of the law and interpret it as if it's within the law. I dare to say that I think it's beyond the boundaries. But anyway, we can't change it here, but, yeah, as I already signaled, we will vote against, and also in the discharge of the remuneration of all the Remuneration Committee and the Supervisory Board, this will be an element of our choice. Thank you.
Thank you.
Are there any other questions regarding the Remuneration Report? I note that no further comments are made, and no further questions are asked. Voting, voting item one: Are there any shareholders who wish to vote against the proposal to adopt the 2023 Remuneration Report? Are there any shareholders who wish to abstain from voting? Shareholders who wish to do so are asked to raise their hand and show the card with the number that you have received at the registration desk. Please mention your name and indicate whether you want to vote against or abstain from voting.
If you are a shareholder who wishes to cast votes both in favor and against, and who wishes to abstain, for other votes, you are kindly requested to mention your name, the total number of shares you represent, and for how many shares you vote against the voting item, for how many shares you wish to abstain, and if any, for how many shares you vote in favor. This procedure will be followed at each voting item.
Good morning. My name is Christophe Adjaba. I represent here Uptevia, the company's registrar, representing Euroclear France, representing in this meeting 86,281,613 shares. I inform the meeting that we've been instructed to vote as follows: 46,409,445 votes against this item, 1,468,104 votes as abstention, and 38,404,064 votes in favor of this item. Thank you.
Just, we vote against as well. I think, it's always privileged information, how many votes we represent. So you know 1,007, you know the amount of votes, and we vote against.
Thank you. That is noted and taken into account by the result that I were about to read. If there are no further votes, against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal to adopt the 2023 Remuneration Report has not been adopted. We will proceed to the next item, agenda item 3D, voting item 2: Proposal to adopt the 2023 financial statements. The second voting item in this meeting is the proposal to adopt the 2023 financial statements. Are there any shareholders who have questions about the proposal to adopt the 2023 financial statements? I note that no comments are made, and no questions are asked.
Voting item two: Are there any shareholders who wish to vote against the proposal to adopt the 2023 financial statements? Are there any shareholders who wish to abstain from voting? I refer to the voting procedure as explained at the first voting item. Please raise your hand and show us the card with the number if you wish to do so.
I inform the meeting that we've been instructed to vote as follows: 58,800 votes against this item, 195,411 votes as abstention, 86,027,302 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal to adopt the 2023 financial statements has been adopted. We will proceed to the next item, agenda item 3E, voting item 3: Proposal to adopt a dividend of EUR 2.48 per ordinary share. The third voting item in this meeting is the proposal to adopt a dividend of EUR 2.48 per ordinary share. Are there any shareholders who have questions about the dividend proposal?... I note that no comments are made and no questions are asked. Voting item 3: Are there any shareholders who wish to vote against the proposal to adopt a dividend of EUR 2.48 per ordinary share?
Are there any shareholders who wish to abstain from voting?
I inform the meeting that we've been instructed to vote as follows: 3,895 votes against this item, 101 votes as abstention, 86,277,617 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal to adopt a dividend of EUR 2.48 per ordinary share has been adopted. We will proceed to the next item, agenda item 3F, voting item 4: Proposal to discharge the members of the Managing Board in respect of their duties performed during the year 2023. The fourth voting item in this meeting is the proposal to discharge the members of the Managing Board in respect of their duties performed during the year 2023. Are there any shareholders who have comments or questions about this item? I note that no comments are made and no questions are asked.
Voting item four: Are there any shareholders who wish to vote against the proposal to discharge the members of the Managing Board in respect of their duties performed during the year 2023? Are there any shareholders who wish to abstain from voting?
I inform the meeting that we've been instructed to vote as follows: 3,535,537 votes against this item, 313,714 votes as abstention, 82,432,362 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal to discharge the members of the Managing Board in respect of their duties performed during the year 2023 has been adopted. We will proceed to the next item. Agenda item three G, voting item five: Proposal to discharge the members of the Supervisory Board in respect of their duties performed during the year 2023. The fifth voting item in this meeting is the proposal to discharge the members of the Supervisory Board in respect of their duties performed during the year 2023. Are there any shareholders who have comments or questions about this item? I note that no comments are made and no questions are asked.
Therefore, voting item five: Are there any shareholders who wish to vote against the proposal to discharge the members of the Supervisory Board in respect of their duties performed during the year 2023? Are there any shareholders who wish to abstain from voting? Your vote has been noted. The notary will take care of it.
I inform the meeting that we've been instructed to vote as follow: 6,977,784 votes against this item, 313,719 votes as abstention, and 79,050,110 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal to discharge the members of the Supervisory Board in respect of their duties performed during the year 2023 has been adopted. We will proceed to the next item, agenda item four, voting item six, seven, eight, and nine: Composition of the Supervisory Board. Further to the rotational schedule that has been adopted by the Supervisory Board and that has been published on the website of Euronext N.V., two members of the Supervisory Board, Mr. Manuel Ferreira da Silva and Mr. Dick Sluimers, will retire after the AGM. I'm pleased to announce that Mr. Sluimers is available for reappointment for a third term of two years. Mr. Ferreira da Silva will leave the Supervisory Board.
We thank him for his valuable contributions during his three terms on the Supervisory Board. In addition, Ms. Coppens and Ms. Chan have announced their retirement from the Supervisory Board. We regret to see them leave and express our gratitude for their valuable contributions as well. The Supervisory Board is pleased to announce that it has selected Ms. Fedra Ribeiro, Ms. Muriel De Lathouwer, and as candidates to succeed Mr. Ferreira da Silva and Ms. Coppens. Also, the reference shareholders have recommended Mr. Koen Van Loo as successor, successor to Ms. Chan. The Supervisory Board has drawn up binding nominations for these appointments for a term of four years and for the reappointment for a term of two years. I refer to the explanatory notes to the agenda and its annex for information about the candidates.
Please note that the appointment of the three new candidates is subject to regulatory approval, which has not yet been obtained. All candidates are present in this meeting. You already know our Vice Chairman, Mr. Sluimers, who is with me behind this table. I kindly invite Ms. Ribeiro, Ms. De Lathouwer, and Mr. Van Loo, to stand up and briefly introduce themselves to the shareholders, please.
Good morning. Thank you, Mr. Chairman. My name is Fedra Ribeiro, 51 years old and Portuguese. I am very proud, honored in taking over from Manuel. Thank you for the trust. I currently serve in Bosch as an Executive Vice President in their Cross-Domain Computing Solutions.... most of my career has been focused in technology-driven transformation. Besides Bosch, I served in Renault, Raytheon, SPX, and Volkswagen. I am very proud and honored to be with you today, and I would hand over to my colleague, Muriel, to introduce herself.
Thank you, Fedra. Thank you, Piero Novelli, Chairman. Good morning. I'm extremely honored with this opportunity to join the board of Euronext. I'm currently independent board member in several listed and privately owned international company, and I'm also involved in the digital and deep tech startup ecosystem in Belgium. Beforehand, I have the experience of CEO of a listed company, a technology company called EVS, listed on Euronext and a global leader in live video production server. I've also gained experience at McKinsey. I spent eight years at McKinsey, and I was Chief Marketing Officer of a mobile telecom operator. I'm extremely pleased to join this group and really looking forward to contribute to this noble purpose. Thank you very much.
Thank you, Muriel. Good morning, everybody, ladies and gentlemen, Chairman. My name is Koen, Koen Van Loo. I'm 51 years old, also Belgian, father of two kids, and I'm CEO of the Belgian Sovereign Wealth Fund called SFPI. We are member of the reference shareholders, and I've been following Euronext since 2014 in that capacity. So I'm hoping to be able to kickstart if you give me the honor of becoming Supervisory Board member. I think I bring to the table a lot of M&A experience and also an important and international network, and I'm looking forward to contribute to help create shareholder value for all Euronext shareholders in the future, if you grant me that opportunity. Thank you.
Thank you. Let us now proceed to voting on these appointments and reappointment. The sixth voting item is the proposal to reappoint Mr. Dick Sluimers as a member of the Supervisory Board. Are there any shareholders who have comments or questions about this item? I note that no comments are made, and no questions are asked. I suggest to vote on the agenda item to reappoint Mr. Sluimers to the Supervisory Board. Voting item six: Are there any shareholders who wish to vote against the reappointment of Mr. Sluimers? Are there any shareholders who want to abstain from voting?
I inform the meeting that we've been instructed to vote as follow: 3,566,214 votes against this item, 5,061 votes as abstention, 82,710,338 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the resolution to reappoint Mr. Sluimers for a term of two years has been adopted. The seventh voting item is the proposal to appoint Ms. Ribeiro as a member of the Supervisory Board, subject to regulatory approval. Are there any shareholders who have comments or questions about this item? I note that no comments are made, and no questions are asked. I suggest to vote on the agenda item to appoint Ms. Ribeiro to the Supervisory Board. Voting item seven: Are there any shareholders who wish to vote against the appointment of Ms. Ribeiro? Are there any shareholders who want to abstain from voting?
I inform the meeting that we've been instructed to vote as follows: 866,772 votes against this item, 160,531 votes as abstention, 85,254,310 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the resolution to appoint Ms. Ribeiro for a term of four years has been adopted. The eighth voting item is the proposal to appoint Ms. De Lathouwer as a member of the Supervisory Board, subject to regulatory approval. Are there any shareholders who have comments or questions about this item? I note that no comments or questions are asked. I suggest to vote on the agenda item to appoint Ms. De Lathouwer to the Supervisory Board. Voting item eight: Are there any shareholders who wish to vote against the appointment of Ms. De Lathouwer? Are there any shareholders who want to abstain from voting?
I inform the meeting that we've been instructed to vote as follow: 866,783 votes against this item, 160,523 votes as abstention, and 85,254,307 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the resolution to appoint Ms. De Lathouwer for a term of four years has been adopted. The ninth voting item is the proposal to appoint Mr. Van Loo as a member of the Supervisory Board, subject to regulatory approval. Are there any shareholders who have comments or questions about this item? I note that no comments are made, and no questions are asked. I suggest to vote on the agenda item to appoint Mr. Van Loo to the Supervisory Board. Voting item nine: Are there any shareholders who wish to vote against the appointment of Mr. Van Loo? Are there any shareholders who want to abstain from voting?
I inform the meeting that we've been instructed to vote as follow: 932,751 votes against this item, 160,585 votes as abstention, 85,188,277 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the resolution to appoint Mr. Van Loo for a term of four years has been adopted. I congratulate Mr. Sluimers with his reappointment, and Ms. Ribeiro, Ms. de Lathouwer, and Mr. Van Loo with their appointments, and look forward to working with them on the Supervisory Board. We will proceed to the next item. Agenda item 5, voting items 10, 11, and 12: composition of the Managing Board. The next voting items on the agenda of this meeting are the reappointments of two members of the Managing Board, Mr. Øivind Amundsen and Ms. Simone Huis in 't Veld, and the appointment of a new member, Mr. Simon Gallagher, each for a term of four years.
The Supervisory Board has drawn up binding nominations for these reappointments and appointment. I refer to the explanatory notes to the agenda and its annex for information about the candidates. Approvals for Mr. Gallagher's appointment from the Dutch Minister of Finance and from the College of Regulators have already been obtained. I should therefore be noted that both reappointments and the appointment will have immediate effect. I kindly invite Mr. Gallagher to stand up and briefly introduce himself to the shareholders.
Thank you, Mr. Chairman. My name is Simon Gallagher. I've been with the Euronext Group just over 20 years in a variety of roles: finance, strategy, and most recently, heading our cash and derivatives business, and it will be an absolute honor to lead our teams in London, our client and stakeholder engagement. So thank you very much.
Thank you. Are there any shareholders who have comments or questions about these items? I note that no comments are made and no questions are asked. Therefore, voting item ten. The tenth voting item is the proposal to reappoint Mr. Øivind Amundsen as a member of the Management Board, Managing Board. Are there any shareholders who wish to vote against the reappointment of Mr. Amundsen? Are there any shareholders who wish to abstain from voting?
I inform the meeting that we've been instructed to vote as follows: 821,686 votes against this item, 4,060 votes as abstention, 85,455,867 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the resolution to reappoint Mr. Amundsen for a term of four years has been adopted. Voting item eleven. The eleventh voting item is the proposal to reappoint Ms. Simone Huis in 't Veld as a member of the Managing Board. Are there any shareholders who wish to vote against the reappointment of Ms. Huis in 't Veld? Are there any shareholders who wish to abstain from voting?
I inform the meeting that we've been instructed to vote as follows: 817,906 votes against this item, 4,019 votes as abstention, and 85,459,688 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the resolution to reappoint Ms. Huis in 't Veld for a term of 4 years has been adopted. Voting item 12. The 12th voting item is the proposal to appoint Mr. Simon Gallagher as a member of the Managing Board. Are there any shareholders who wish to vote against the reappointment of... the appointment of Mr. Gallagher? Are there any shareholders who wish to abstain from voting?
I inform the meeting that we've been instructed to vote as follow: 822,085 votes against this item, 4,038 votes as abstention, 85,455,490 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the resolution to appoint Mr. Gallagher for a term of four years has been adopted. I congratulate all with their or his reappointment or appointment. We will proceed to the next item. Agenda item six, voting item 13: proposal to appoint the external auditor. The 13th voting item is the proposal to appoint KPMG Accountants N.V. as Euronext external auditor to audit the financial statements for 2024. The financial year 2023 was the last year Ernst & Young LLP could be the external auditor of the Italian subgroup.
In order to maintain one unique external auditor for the group, the Supervisory Board, through its Audit Committee, launched a thorough tender process to select a new group external auditor, starting as per the financial year 2024. In accordance with Article 27.3 of the Articles of Association of Euronext N.V., the meeting is asked to appoint KPMG Accountants N.V. as the external auditor to audit the financial statements for the financial year 2024. Mr. Waldo Bakker, Senior Partner of KPMG, is present in this meeting and will say a few words, please.
... Thank you, Mr. Chairman. It is an honor for me to be asked as the auditor of Euronext for the 2024 financial statements. Let me introduce myself so that you know who you need or who you have to deal with. My name is Waldo Bakker. I am working in the audit with KPMG for 30 years, 19 years as a partner, and I've always worked in the financial services industry. I've always audited entities listed and non-listed. I would like to address 2 topics in this meeting. First is the media attention to KPMG over the last months about answer sharing. The investigation has been finalized, and we know the results. We have reached an agreement with the regulator. I deeply regret of this happened within our firm. It should not have happened, and I do apologize for that.
We must learn from this, and we must change our culture, and we are already working on that. Now, the investigation has been finalized. We are working on those remedial measures. We have changed the way that we conduct our exams, and we have changed the way how we monitor proper, following exams and doing exams. That remediation process is conducted under supervision of the AFM. I would like to confirm here that I always did the exams myself, and I did not do any answer sharing. Secondly, I would like to ask your attention for the transition that we are currently working on, the transition from EY to KPMG, and basically, that transition already started when Euronext wrote the request for proposal. We have had multiple discussions and meetings with management. There was an extensive data room for us available. We've studied that.
We dived into Euronext to get a better understanding and to be ready for the audit of 2024. We have a team in place internationally, who has extensive experience also in migration or transition from one auditor to the other, and that gives me confidence that we are ready tomorrow to start with the audit of Euronext. I'd like to conclude that it would be an honor for me to serve as an auditor of Euronext. Thank you for your attention.
Thank you. Are there any shareholders who have comments or questions about this item? Please.
Thank you, Chairman. It is clear this proposed that KPMG Accountants will be appointed as the external auditor for this and next financial year. But the EU Audit Regulation is very clear. With regard to the proposal to the AGM, ample information is to be provided on the audit tender process. Unfortunately, we did not find any of this essential information to be able to exercise our vote in a well-informed manner. Chairman, you referred to a thorough tender process. However, you only mentioned KPMG as the proposed auditor. Any further background information on the selection, the tender procedure is not disclosed to us. Therefore, this proposal and the explanatory note is not up to standard.
We have no information on the different phases of the selection process, and it is not, in my view, the example Euronext should set in the market. I therefore have the following questions: First, was the Audit Committee in charge of the selection? And how many audit firms and which organizations specifically were approached by the Audit Committee to participate in the tender procedure for the audit engagement? And what selection criteria and considerations were used by the Audit Committee? Was any attention paid to the experience, the composition of the proposed audit team, sector knowledge, IT, ESG audit approach, technical experience, efficiency, and the proposed way on working and audit fees? We have no clue.
Then secondly, what differentiated KPMG from the audit firm that ended as runner-up, so the second, following up in the audit tender process, and what was the name of the audit firm that ended in the second place behind KPMG? Thirdly, KPMG accountants was recently fined with the staggering $25 million penalty by the PCAOB, an unprecedented penalty for an audit firm, and it came as a result of the firm's failure to prevent widespread cheating on the professional exams. We just heard that, including senior partner, managers, and people in the board. So a clear lack of quality-focused culture within the audit firm. We, as shareholders, would very much like to see that clear quality-focused culture, which was not there. Had did this event, in any way, been taken into account by the Audit Committee in the selection?
Perhaps this news came at a moment when KPMG was already selected. In that case, has the Audit Committee, for a moment, even considered or reconsidered the preference for KPMG? We now know for the first time that Mr. Waldo Bakker will be the lead partner. That should have been reflected to us, because if we knew that, we might have different questions. So, a question for Mr. Bakker, a very specific one: Are you the former compliance officer of KPMG, the one specifically referred to in the PCAOB report, the one that failed to comply with the PCAOB standards? And that is a very specific, specific question I have for Mr. Bakker. He confirmed that he himself did not cheat or exchange any results or exam answers.
But is the same true for all the colleagues in the ESG or in the ESG, in the Euronext audit team, are they all clear? So, a few questions to the chair of the Audit Committee and two questions for the auditor himself.
Thank you for the question. I will direct the first part of the question to the chair of the Audit Committee, Mr. Dick Sluimers. Please.
Thank you. Thank you, Chairman, and thanks for the questions. We did send out a request for proposals to three auditors, being Deloitte, PwC, and KPMG, and we did it at the end of the summer break, so in September. Two of them reflected on it, that were PwC and KPMG. We had workshops with them in Paris in the fall of last year, and at the beginning of this year, we had extensive meetings with both of the audit firms. And those meetings were with the senior management, senior financial management, and with the members of the Audit Committee of Euronext. After those meetings, we advised to the Supervisory Board to appoint KPMG.
At that time, we were informed by KPMG that there was an investigation going on, which was not surprised, surprisingly, because it was already in the news. We were also informed, of course, that there were other investigations to other auditor firms, and actually, the only one so far as we know that we know the results of, and they were published in April. So that was after we took the decision to appoint KPMG, because we took that decision in February of this year. We were informed, and I think KPMG at the same time was informed about the fact that they received the penalty that you just mentioned. Has that event taken into account in the procedure?
No, because we only knew it after we decided to appoint KPMG. Would that change our situation? That would be quite difficult, because at this moment, we only know about result about KPMG. We are not aware of any verdicts of the PCAOB of other accounting firms. So it's becoming a little bit difficult in choosing. So we really went for the auditor that presented the best, and as you have said, we had a a number of selection criteria, and we as a audit committee, advised the supervisory board to choose for KPMG. And we, of course, were also informed, and I think Mr. Bakker just said that he was not involved in answer sharing.
Let us be very clear to what extent a partner is operating as a partner for an audit firm. We have a contract with KPMG, and as far as I know, the license as an OOB auditor of KPMG has not been revoked. It is simply still an audit firm where we have a contract with. We fully trust KPMG, and we also expect that if Mr. Bakker is very vocal about the fact that he was not involved in this answer sharing item, that we absolutely believe that we have made the right choice, and we look forward to working together with Waldo as our external auditor. Thank you, Chairman.
Thank you. Mr. Bakker, on, the second part of the question.
Yeah.
Please.
You raised the question whether I was the former compliance officer, as mentioned in the PCAOB settlement order. Yes, I was. The other question you have is whether there were other team members involved. Due to GDPR, I cannot share any details around, let's say, team members or KPMG employees that were involved in answer sharing. But let me be very clear, based on the investigation that has been finalized, all employees and partners who were involved were sanctioned. With that, we are ready for the future to contribute to society. Thank you.
Okay. May I raise a follow-up question in the other order? So first, the last reflection by Mr. Bakker. For many in the room, it's a bit of difficult to assess the impact of the fact that you were the former compliance officer, reflected in the PCAOB report. Could you inform us your own reflection on what is mentioned in that report, how it impacts your former functioning and how it can possibly impact your future functioning as, let's say, the key man in amidst the auditor of Euronext?
Well, the PCAOB settlement order is publicly available, so everybody can read it. The settlement order has been presented to us, and we cannot deny on a nor deny or confirm basis. So we cannot comment on the PCAOB settlement order, so that is what I would like to leave it with. That I was the former compliance officer does not impact my functioning as an auditor here, and it also does not impact my functioning in the future.
I've read that settlement order. Is my impression completely false that the PCAOB fined KPMG for such a high amount, not only because of the exam fraud, but especially because they were misinformed by the leadership of KPMG on the severity of the issue, on the, let's say, also the connection to people at higher levels of KPMG, and that that was precisely the reason why the fine is that high, that they were misinformed, and the reference to a former board member was there. He was fined in person for $150,000 and can never return into the public audit anymore. So quite significant impact on the person itself.
Also, criticism on the leadership of KPMG, but also, but this is my interpretation, criticism on the former compliance officer, for not having informed the PCAOB, true and fair. Is that the right assessment, or is completely off the hook?
I cannot comment on the PCAOB settlement order. It's not... That is not what I can do. I can tell you that I always tell the truth.
Okay. Then, we draw this part to a close. One reflection on Mr. Sluimers, his response: I really think that Euronext shareholders deserve better. You are our exchange. You are the example of how capital markets should function, especially also give shareholders disclosure, full disclosure, transparency. So the way this was disclosed this year was really not up to standard. You have been reappointed, but I would really like to send that message that this is not the right way of adhering to the law and to the transparency requirements which are there. You referred to the fact that KPMG is the one that has a contractual relation with Euronext and with us shareholders. That is true, but the key man within KPMG is not the board of the KPMG, it's the auditor.
It's the auditor here. So the key man for us is crucial because it's his or her and the team that is actually doing the audit, and, you know, whatever KPMG is doing in other audit surroundings is not so much our issue. So it is a very relevant person. One reflection: was it right that you referred to that PwC and KPMG were the only ones that were actually negotiating on the future audit? It was PwC, yes, so not Deloitte.
Yes.
Okay, then also-
Yes, that's true. We had interviews. This was not a one-day trip. I mean, this was a process of at least half a year, where we spoke with both PwC and KPMG. We had. What I said, we had workshops, we had meetings with senior management, senior financial management, and also with all the members of the Audit Committee, and finally, we came up with an advice.
Okay. And what was the reason why Deloitte was not willing to negotiate the potential audit tender?
Well, that's always up to Deloitte, but here you talk about independence issues, to what extent you can join if you're also an advisor, etc. , etc. The usual stuff that they were not able to answer the request for proposal.
Okay, but then the following remark from our part: normally, selection of an audit firm should not be the last year. It should be two years prior to the change of the auditor, because you really want them not to provide any advice on which they have to audit. So the late moment of the selection, you know, hit us as shareholders by surprise, that then the amount of audit firms that you can select from is limited.
I would like to give the recommendation to the board and the Supervisory Board that if any audit firm is not actually going through the tender for the audit because of, let's say, other incentives, in this case, advice, tax advice or other advice, that they should be put on, let's say, a lower level of priority for any future advisory services. I really think that audit firms should go for the audit in full, provide a good case, and then if they're not selected, of course, they can always benefit from advisory services because they have no independence issues. But not competing in the audit is really a slap in the face for us shareholders. So this is really something...
If you don't have ongoing business with Deloitte, please, that slap in the face was not appreciated by us, and any future advisory services, please go to PwC if they're taking it serious and not to Deloitte. So that's my recommendation... on the audit tender, I really am a bit puzzled and a bit in a difficult situation here. We cannot assess the full details of the PCAOB settlement. A compliance officer itself, person, is not responsible for wrongdoing by others, but it's really difficult to assess how the compliance officer served, let's say, the independent regulators by providing them a true and fair view on the situation. If that is, in the end, something on which you doubt whether you are completely safe, please have yourself replaced by someone else.
If you really think, "I was the compliance officer, I had no awareness about anything," and if you really carefully read the PCAOB report, you don't see that they blame me anything, of course, then anyone in supervisory compliance in different roles is not responsible for wrong, for wrongdoing of others. But here, I really doubt how I should interpret this, but that's... You're the only one who can assess that, but that's, that's an internal, and if you consider after this meeting that it might not be you might not be the right person for to do the audit here, still engaged, but the lead to audit partner should be someone else, considering the circumstances that happened after the selection, we've heard that, then we can understand it as well. Many thanks.
Thank you for your questions and your remarks. I note that no comments are made and no questions, no further questions are asked. I suggest to vote on the proposal to appoint the external auditor, voting item 13. Are there any shareholders who wish to vote against the proposal to appoint the external auditor? Are there any shareholders who wish to abstain from voting?
I inform the meeting that we've been instructed to vote as follows: 917 votes against this item, 1,071 votes as abstention, 86,279,625 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I will assume that the remainder of the votes are in favor. I conclude that the proposal to appoint KPMG Accountants N.V. as the external auditor to audit the financial statements for 2024 has been adopted. We will proceed to the next item, agenda item 7, voting item 14: proposal regarding cancellation of the company's own shares purchased by the company under the share repurchase program. The 14th voting item is the proposal regarding the cancellation of the company's own shares purchased by the company under the share repurchase program. On the third of January 2024, the company announced that it had completed the share repurchase program that it had announced on the 27th of July 2023.
The purpose of the program was to reduce the share capital of Euronext, and therefore, it is proposed to the general meeting to cancel 2,870,777 own ordinary shares, which were purchased under the aforementioned share repurchase program. Are there any shareholders who have comments or questions about this item? I note that no comments are made and no questions are asked. I suggest to vote on the proposal regarding cancellation of the company's own shares purchased by the company under the share repurchase program, voting item 14. Are there any shareholders who wish to vote against the proposal regarding the cancellation of the company's own shares purchased by the company under the share repurchase program? Are there any shareholders who wish to abstain from voting?
I inform the meeting that we've been instructed to vote as follows: 493,008 votes against this item, 12,944 votes as abstention, and 85,775,661 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal regarding the cancellation of the company's own shares purchased by the company under the share repurchase program has been adopted. We will proceed to the next item, agenda item 8, voting items 15 and 16: proposal to designate the Managing Board as the competent body to issue ordinary shares and to restrict or exclude the preemptive rights of shareholders. Agenda item 8 contains two proposals. The first proposal is to designate the Managing Board as the competent body to issue ordinary shares, which is voting item 15.
The second proposal, voting item 16, is to designate the Managing Board as the competent body to restrict or exclude the preemptive rights of shareholders in relation to the shares that would be issued on the basis of the approval of voting item 15. As you are aware, the first proposal concerns the extension of the designation of the Managing Board as per today, for a period of 18 months, as the competent body, subject to the approval of the Supervisory Board, to issue ordinary shares and grant rights to subscribe for ordinary shares up to a total of 10% of the currently issued ordinary share capital, such in accordance with what is set out in the explanatory notes to the agenda.
The second proposal concerns the extension of the designation of the Managing Board, as per today, for a period of 18 months as the competent body to, subject to the approval of the Supervisory Board, restrict or exclude the preemptive rights of shareholders. I refer to the explanatory notes to the agenda for further details. Are there any shareholders who have comments or questions about these two items? I note that no comments are made and no questions are asked. You are requested to separately vote on the proposals to designate the Managing Board as the competent body to issue shares and to restrict or exclude the preemptive rights of shareholders. Voting item 15: Are there any shareholders who wish to vote against the proposal to designate the Managing Board as the competent body to issue ordinary shares? Are there any shareholders who wish to abstain from voting?
... I inform the meeting that we've been instructed to vote as follows: 3,395,829 votes against this item, 880 votes as abstention, and 85,884,904 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal to designate the Managing Board as the competent body to issue ordinary shares has been adopted. Voting item 16: Are there any shareholders who wish to vote against the proposal to designate the Managing Board as the competent body to restrict or exclude the pre-emptive rights of shareholders? Are there any shareholders who wish to abstain from voting?
I inform the meeting that we've been instructed to vote as follows: 1,122,085 votes against this item, 14,854 votes as abstention, and 85,144,704 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are indeed in favor. I conclude that the proposal to designate the Managing Board as the competent body to restrict or exclude the pre-emptive rights of shareholders has been adopted. We will proceed to the next item, agenda item nine, voting item 17: Proposal to authorize the Managing Board to acquire ordinary shares in the share capital of the company on behalf of the company. The final voting item is the proposal to authorize the Managing Board to acquire ordinary shares in the share capital of the company on behalf of the company. Are there any shareholders who have comments or questions about this item? I note that no comments are made, and no questions are asked.
I suggest to vote on the proposal to authorize the Managing Board to acquire ordinary shares in the share capital of the company on behalf of the company, voting item 17. Are there any shareholders who wish to vote against the proposal to authorize the Managing Board to acquire ordinary shares in the share capital of the company on behalf of the company? Are there any shareholders who wish to abstain from voting?
I inform the meeting that we've been instructed to vote as follows: 99,0 67 votes against this item, 101,952 votes as abstention, and 86,080,594 votes in favor of this item. Thank you.
Thank you. If there are no further votes against and no further abstentions, I assume that the remainder of the votes are in favor. I conclude that the proposal to authorize the Managing Board to acquire ordinary shares in the share capital of the company on behalf of the company has been adopted. Agenda item ten: Any other business. If any of the shareholders present at this meeting wishes to make an announcement, raise any other issues, or put any remaining questions to the Managing Board or the Supervisory Board, this would be the time to do so.
Thank you, Chairman. I'm not going to ruin your lunch, just a few quick questions. We experienced something today. The Remuneration Policy was rejected in this AGM. That's not happening at The report, sorry. Yeah, yeah, yeah. That's correct. That's a bit, you know, that's... We don't see that every AGM. So I'd like to ask you, what are the consequences in your view, what are the reflections on the outcome of the votes against the Remuneration Report? Thank you. And will this impact the composition of the Remuneration Committee? Will the extra remuneration be withdrawn? And in line with the corporate governance code, the management itself should agree with the remuneration, and that's in the Netherlands, an agreement based on the law.
What are the reflection of the two board members, the CEO, the COO? Are you willing to not accept the extra grant, which is clearly not acceptable to us, your beloved shareholders, to keep the very positive collaboration between you and us entirely intact?
We will proceed, we will proceed precisely as stated, and no changes are envisaged by the Supervisory Board. I, I don't know if, the Chair of the Remuneration Committee has any further comments.
I couldn't have said it better. Thank you.
Thank you very much. Any other comments for any-
I have a question to the two board members as well.
I trust the judgment, the commercial judgment, and the wisdom of the Supervisory Board to decide on the compensation of the management team.
And the CEO? Okay.
Thank you. If anyone else has any other remarks or comments, I see, I note no comments and no remark. I conclude that none of the shareholders wishes to make any more announcements or remarks. And therefore, item, agenda item eleven, I hereby close this Annual General Meeting and thank everybody for their presence. Thank you.