ASML Holding(ASML)2025-03-05 11:21Share Capital and Ownership - ASML's authorized share capital amounts to €126.0 million[590]. - As of December 31, 2024, there were 90,315,092 ordinary shares held by 292 registered holders in the US[591]. - At the 2024 AGM, the Board of Management was authorized to issue shares representing up to a maximum of 10% of the issued share capital as of April 24, 2024[599]. - The Board of Management was also authorized to repurchase up to a maximum of 10% of the issued share capital at a price between the nominal value and 110% of the market price[601]. - Capital Research and Management Company holds 40,615,837 shares, representing 10.33% of the total[608]. - BlackRock Inc. holds 31,259,169 shares, representing 7.95% of the total[608]. - The total number of ordinary shares issued and outstanding as of December 31, 2024, is 393,283,720[611]. - Shareholders representing at least 1% of ASML's outstanding share capital can place items on the agenda of a General Meeting[585]. Technological Achievements - ASML's first High NA EUV machine is now operational at a customer site, marking a significant technological achievement[630]. - ASML delivered the industry's first High NA EUV tool in 2024, achieving financial performance in line with expectations[648]. - The company is making progress on enhancements to its EUV, DUV, and metrology systems, with a focus on export controls and their implications[657]. - The Technology Committee held five meetings in 2024 to discuss technology plans and product roadmaps, including productivity improvements and cost developments[774][779]. - ASML's Berlin facility focuses on key components such as wafer tables and clamps, contributing significantly to the overall technology and manufacturing network[777]. - The Technology Committee discussed the EUV 0.55 NA and EUV 0.33 NA business, focusing on product roadmaps and commonality targets[779]. Leadership and Governance - The transition to a new leadership team was smooth, with Christophe Fouquet appointed as President and CEO and Jim Koonmen as Chief Customer Officer[633]. - The Supervisory Board will focus on supporting innovation in advanced EUV technology and improving competitiveness across all business areas in 2025[640]. - The Supervisory Board emphasizes the importance of challenging the status quo and seeking more effective ways of working[642]. - The composition of ASML's Supervisory Board is diverse, with members possessing experience in financial, economic, technological, and legal aspects of international business[687]. - All current members of the Supervisory Board are fully independent, as defined by the Dutch Corporate Governance Code and Nasdaq rules[686]. - The Supervisory Board evaluation in 2024 highlighted a positive relationship and constructive discussions between the Supervisory Board and the Board of Management[702]. - The Board of Management's evaluation in 2024 concluded that the leadership transition was successful, maintaining a well-functioning Board[703]. - The Selection and Nomination Committee supported a leadership transition, appointing Christophe Fouquet as President and CEO and Jim Koonmen as EVP and Chief Customer Officer[755]. - The new leadership team is positioned to ensure ASML's long-term success, supported by ongoing close contact with the Supervisory Board[762]. Financial Performance and Outlook - The company faced challenges in 2024, including slower-than-expected recovery in PC and smartphone sectors, and geopolitical issues impacting operations[632]. - ASML is confident in long-term growth opportunities driven by global trends in semiconductor demand, despite short-term volatility in the industry[652]. - Free cash flow was a focus area in 2024 due to the challenging economic climate, with efforts to support customers and suppliers[662]. - The Audit Committee's key focus in 2024 was navigating macroeconomic and semiconductor industry cycles while investing in future growth[710]. - ASML's long-term financial outlook was communicated during the 2024 Investor Day, with the Audit Committee reviewing the messaging around this outlook[729]. Compliance and Audit - The Audit Committee ensures compliance with Dutch and US regulations regarding external auditor services[622]. - ASML's financial statements are prepared in accordance with Dutch law and EU-IFRS, as well as US GAAP for its annual report[621]. - The Audit Committee monitored the progress and outcomes of the year-end US GAAP and EU-IFRS audits, ensuring the integrity of financial statements[714]. - The Audit Committee emphasized revenue recognition as a critical audit matter, addressing complex accounting issues throughout the year[715]. - The Audit Committee reviewed the 2024 external audit plan, including materiality levels and fees, and confirmed no significant items needed to be reported for the financial year[725]. - The Audit Committee discussed the annual update on fraud and fraud risk management, highlighting the importance of compliance and ethics in business operations[720]. - The Audit Committee evaluated the performance of the external auditor KPMG and oversaw the transition to PricewaterhouseCoopers (PwC) for the 2025 reporting year[726]. - The Audit Committee focused on sustainability reporting compliance with ESRS, discussing processes, KPIs, and limited assurance related to sustainability[728]. - The Audit Committee monitored the internal audit activities and the effectiveness of internal controls, ensuring alignment with financial reporting standards[719]. Strategic Focus and Challenges - The Supervisory Board confirmed support for ASML's strategic direction and discussed key challenges, focusing on semiconductor and lithography market developments[650]. - Geopolitical challenges, particularly the impact of increasing export control restrictions on ASML's business, were a significant focus area[716]. - Key risks monitored by the Audit Committee in 2024 included geopolitical tensions, economic uncertainty, and pressures on the innovation ecosystem, with a focus on upward trends in these areas[718]. - A visit to TSMC provided valuable insights into customer needs and technology roadmaps, enhancing the Supervisory Board's understanding of market challenges[674]. ESG Commitments - The company is committed to monitoring progress against its ESG commitments, particularly in energy efficiency for customers and operations[640]. - ASML aims to achieve greenhouse gas neutrality for scope 3 upstream supply chain emissions by 2030, with performance targets related to this goal introduced as an LTI metric in 2024[741].