Adyen – AGM 26 May 2020
ECGS notes that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person.
In general, Adyen is in compliance with the Dutch regulations relating to the organisation and procedures of the Annual General Meeting.
Under ITEM 8 authorisation is sought to repurchase own shares. Although the authority requested would meet its guidelines, ECGS considers that it is currently not the right moment to proceed to a new share buyback programme in view of the recent events relating to Covid-19. Accordingly, ECGS recommends to vote OPPOSE.
Finally, under ITEM 9, the supervisory board proposes to re-elect
PricewaterhouseCoopers as the Company's external auditor. Although the level of non-audit fees is in line with its guidelines, ECGS notes that the external auditor (PricewaterhouseCoopers) has been in office for 11 years and there is no disclosure to suggest that the current mandate has been tendered in the past. This is not in accordance with ECGS'guidelines, which recommend a term of maximum 20 years (10 + 10 years, if a tender is undertaken) in line with EU regulation. In view of the above, ECGS recommends to vote OPPOSE.
Adyen NV, formerly Adyen BV, is provider of mobile, online and point-of-sale (POS) payment solutions based in the Netherlands. It operates an online platform enabling merchants to accept payments internationally and from all sales channels, such as online shops, mobile payments from applications and Websites, and POS, such as countertops, mobile terminals, tablets and cash registers, among others. The platform covers the entire payment chain, including technical, contractual, reconciliation and settlement processes. The platform is available in the form of ready-to-use payment pages (HPP), application programming interface (API), and client-side encryption solution (EE). The Company's customers include Mango, KLM, Netflix, Superdry, Uber, Groupon and Crocs, among others. It has offices in the Netherlands, the United Kingdom, France, Germany, Belgium, Brazil, China, Australia, Mexico, Singapore, Spain, Sweden and the United States.
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