Slide 1: Annual general meeting of shareholders
annual general meeting of shareholders. Randstad N.V. March 29, 2022
Slide 2: Disclaimer & definitions
disclaimer & definitions. Certain statements in this document concern prognoses about the future financial condition, risks, investment plans, and the results of operations of Randstad N.V. and its operating companies, as well as certain plans and objectives. Obviously, such prognoses involve risks
Slide 3: Agenda
agenda. 1. opening 2. review 2021 3. discharge of liability 4. remuneration policies 5. composition executive board 6. composition supervisory board 7. shares 8. other corporate affairs 9. external auditor 10. any other business 11. closing © Randstad 2022 | 3
Slide 4: Performance moving forward
performance moving forward. © Randstad 2022
Slide 5: Our purpose is to support people and organizations
our purpose is to support people and organizations in realizing their true potential randstad human forward. © Randstad 2022 | 5
Slide 6: In 2021, we have demonstrated that our industry is resilient
in 2021, we have demonstrated that our industry, and Randstad in particular, is resilient and more relevant than ever. FY achievements FY key financials diversified portfolio market-leading growth organic growth +20% YoY organic investments paying off increased outperformance EBITA € 1,095m, 4.4% ma
Slide 7: Regional split: diversified portfolio paying off
regional split: diversified portfolio paying off. quarterly organic revenue growth Q1 2019 - Q4 2021 © Randstad 2022 | 7
Slide 8: Best in class topline performance
best in class topline performance. quarterly org. revenue growth YoY quality of results strength of portfolio ● perm revenue up 50% YoY 16% ● inhouse revenue up 20% YoY 6% 1% ● RPO revenue up 82% YoY © Randstad 2022 | 8
Slide 9: Organic revenue growth in key markets
organic revenue growth in key markets Europe increased 21%, RoW up 18%, NAM rose 15%. 2021 organic revenue growth performance drivers • exposure to structural growth sectors e-commerce, logistics healthcare, and food retail • market-leading growth supported by diversified portfolio • continued organ
Slide 10: A differentiated strategy becoming the world's most valued working life partner
a differentiated strategy becoming the world’s most valued ‘working life partner’. touch the work lives of 500 million support as many people as possible in realizing their true potential people worldwide by 2030 throughout their working life further differentiate leverage global unlock the power of
Slide 11: Sustainability
sustainability. © Randstad 2022 | 11
Slide 12: Sustainability - an integral part of our strategy
sustainability - an integral part of our strategy. ● for the 7th time in a row included in the Dow Jones Sustainability Index ● Executive Board’s STI 2022 and LTI 2022-2024 strategic non-financial performance targets ● one target relating to global progress of digital transformation and one target r
Slide 13: Some specific questions
some specific questions. ● working conditions in the value chain ● decent work and working conditions are the basics of our services ● thorough risk- and audit management system to check our own business and our clients’ performance ● human rights policy and misconduct reporting procedure apply to a
Slide 14: Some specific questions
some specific questions. ● equity, diversity & inclusion (ED&I) ● business programs on fostering inclusive employment that contribute to our ultimate goal and the SDGs ● diversity & inclusion policy ● further analysis of equal pay for men and women ● global Equity, Diversity and Inclusion Council ●
Slide 15: Randstad Road to Net Zero
Randstad Road to Net Zero lead the way to a zero-carbon economy Randstad is committed to setting science-based targets (SBTi) and we are designing an action plan with the ambition to reduce emissions over 50% across scope 1 & 2 and over 30% in scope 3 by 2030. Our ambition is to work towards Net Zer
Slide 16: Financial results
financial results. © Randstad 2022 | 16
Slide 17: FY 2021 record FY revenue of €24.6bn, up 20% YoY
FY 2021 record FY revenue of € 24.6bn, up 20% YoY. FY performance FY key financials € million FY ’21 FY ‘20 % org. revenue 24,635 20,718 20% gross profit 4,873 3,970 24% • organic revenue growth +20% gross margin 19.8% 19.2% operating expenses* 3,778 3,278 16% opex % 15.3% 15.8% • balanced opex stee
Slide 18: FY 2021 gross margin improvement driven by perm placements
FY 2021 gross margin improvement driven by perm placements. FY gross margin development YoY FY gross margin drivers • temp margin impact +10bp • perm fees +40bp impact on gross margin • HRS/other impact +10bp © Randstad 2022 | 18
Slide 19: Investing for profitable growth
investing for profitable growth. FY YoY opex bridge (€ million) supporting growth and investments • organic investments in field and digitalization • further capacity to drive profitable growth • FY ICR of 44% © Randstad 2022 | 19
Slide 20: Solid FCF generation in FY 2021
solid FCF generation in FY 2021. solid free cash flow YoY robust balance sheet • FCF of € 590m (FY ‘20: € 1,132m) • ROIC: 16.8% (FY ‘20: 10.4%) • countercyclical movement of working capital • net cash € 179m excl. lease liabilities • DSO 51.6, 1.3 days improvement vs. 2020 • leverage ratio excl. lea
Slide 21: Dividend proposal FY 2021
dividend proposal FY 2021. cash dividend per ordinary share 2016 - 2021 dividend proposal over FY 2021 dividend per ordinary share • total cash dividend of € 5.00 p/s (totalling ~€ 920 million) consisting of: • ordinary dividend of € 2.19 p/s; 50% payout of adjusted net income (totalling ~€ 403 mill
Slide 22: 2. Review 2021 Q&A
2. review 2021 Q&A © Randstad 2022 | 22
Slide 23: 2b. Remuneration report 2021
2. review 2021 2b. remuneration report 2021 • advisory vote by shareholders • last update of the remuneration policy approved in 2021 • remuneration report on pages 136-151 of the annual report 2021 © Randstad 2022 | 23
Slide 24: AGM 2022 remuneration
For vote today AGM 2022 remuneration. remuneration policy application remuneration policy revisions target realization proposed changes ● bonus 2021: achieved at 93% of fixed salary ● discretionary pro rated good leaver treatment ● bonus shares (2018): matched share matching EB ● psp 2019: vested at
Slide 25: 2c. Proposal to adopt the financial statements 2021
2. review 2021 2c. proposal to adopt the financial statements 2021 © Randstad 2022 | 25
Slide 26: Audit committee
audit committee. • we have had 5 meetings with: CEO, CFO, Deloitte and selected functional directors present • meetings are prepared via bilateral meetings with functional directors • we always have a focus on financial reports, press releases and reports from the external and internal auditors and
Slide 27: Overview of the Deloitte audit
Overview of the Deloitte audit COMMUNICATION - Several meetings and calls with Supervisory Board / Audit Committee - Audit plan, management letter and FINANCIAL STATEMENTS AND year-end report MANAGEMENT REPORT - Unqualified auditor’s report signed February 14, 2022 MATERIALITY - Management Report (i
Slide 28: 2d. Explanation of the policy on reserves and dividends
2. review 2021 2d. explanation of the policy on reserves and dividends © Randstad 2022 | 28
Slide 29: Transparent capital allocation policy
transparent capital allocation policy. organic growth investments cash dividend policy with payout 40 – 50% of earnings; floor cash dividend of € 1.62 per share* bolt-on M&A opportunities when leverage ratio < 1.0 -> optional additional cash returns to shareholders special cash dividend share buybac
Slide 30: 2e. Proposal to determine a regular dividend for FY 2021
2. review 2021. 2e. proposal to determine a regular dividend for the financial year 2021 regular dividend process and timeline in 2022: • March 31, 2022: ex-dividend date for the regular dividend • April 1, 2022: record date regular dividend • April 5, 2022: payment of the regular cash dividend © Ra
Slide 31: 2f. Proposal to determine a special dividend for FY 2021
2. review 2021. 2f. proposal to determine a special dividend for the financial year 2021 special dividend process and timeline in 2022: • September 29, 2022: ex-dividend date for the special dividend • September 30, 2022: record date special dividend • October 4, 2022: payment of the special cash di
Slide 32: Agenda
agenda. 1. opening 2. review 2020 3. discharge of liability 4. remuneration policies 5. composition executive board 6. composition supervisory board 7. shares 8. other corporate affairs 9. external auditor 10. any other business 11. closing © Randstad 2022 | 32
Slide 33: 3a. Discharge of liability of the executive board
3. discharge of liability. 3a. discharge of liability of the members of the executive board for the management © Randstad 2022 | 33
Slide 34: 3b. Discharge of liability of the supervisory board
3. discharge of liability. 3b. discharge of liability of the members of the supervisory board for the supervision of the management © Randstad 2022 | 34
Slide 35: Agenda
agenda. 1. opening 2. review 2019 3. discharge of liability 4. remuneration policies 5. composition supervisory board 6. shares 7. external auditor 8. any other business 9. closing © Randstad 2022 | 35
Slide 36: 4a. Proposal to amend the executive board remuneration policy
4. remuneration policies. 4a. proposal to amend the remuneration policy of the executive board • last update of the remuneration policy approved in 2021 • one amendment to the remuneration policy • discretion supervisory board to apply a pro rata temporaris matching if executive board member is no l
Slide 37: 4b. Performance related remuneration in performance shares
4. remuneration policies. 4b. proposal to approve the performance related remuneration of the executive board in performance shares • approval for a five-year period © Randstad 2022 | 37
Slide 38: 4c. Proposal to amend supervisory board remuneration policy
4. remuneration policies. 4c. proposal to amend remuneration policy supervisory board • annual allowances supervisory board determined in 2012 • committee fees determined in 2011 • based on benchmark versus AEX reference group, committee fees are below 25% percentile • significant increase in number
Slide 39: Agenda
agenda. 1. opening 2. review 2019 3. discharge of liability 4. remuneration policies 5. composition executive board 6. composition supervisory board 7. shares 8. other corporate affairs 9. external auditor 10. any other business 11. closing © Randstad 2022 | 39
Slide 40: 5a. Reappoint Chris Heutink to the executive board
5. composition executive board 5a. proposal to reappoint Chris Heutink as member of the executive board • Dutch national • successful career within Randstad since 1991 • member of the executive board since 2014 • responsible for Netherlands, Germany, Italy, the Nordics, Austria, Switzerland, Eastern
Slide 41: 5b. Reappoint Henry Schirmer to the executive board
5. composition executive board 5b. proposal to reappoint Henry Schirmer as member of the executive board • German national • member of the executive board and CFO since 2018 • responsible for Global finance & accounting, business control, M & A, tax, treasury, business risk & audit, investor relatio
Slide 42: Agenda
agenda. 1. opening 2. review 2019 3. discharge of liability 4. remuneration policies 5. composition executive board 6. composition supervisory board 7. shares 8. other corporate affairs 9. external auditor 10. any other business 11. closing © Randstad 2022 | 42
Slide 43: 6a. Reappoint Wout Dekker to the supervisory board
6. composition supervisory board 6a. proposal to reappoint Wout Dekker as member of the supervisory board • Dutch national • member of the supervisory board since 2012 • chair of supervisory board, chair of governance & nomination committee, member of the audit committee and remuneration committee •
Slide 44: 6b. Reappoint Frank Dorjee to the supervisory board
6. composition supervisory board 6b. proposal to reappoint Frank Dorjee as member of the supervisory board • Dutch national • member of the supervisory board since 2014 • chair of audit committee • appointment for a term of 2 years © Randstad 2022 | 44
Slide 45: 6c. Reappoint Annet Aris to the supervisory board
6. composition supervisory board 6c. proposal to reappoint Annet Aris as member of the supervisory board • Dutch national • member of the supervisory board since 2018 • chair of remuneration committee, member of governance & nomination committee • appointment for a second term of 4 years © Randstad
Slide 46: Agenda
agenda. 1. opening 2. review 2019 3. discharge of liability 4. remuneration policies 5. composition executive board 6. composition supervisory board 7. shares 8. other corporate affairs 9. external auditor 10. any other business 11. closing © Randstad 2022 | 46
Slide 47: 6a. Authorize executive board to issue shares
6. shares 6a. proposal to designate the executive board as the authorized body to issue shares and to restrict or exclude the pre-emptive right to any issue of shares • valid for a period of 18 months • approval by the supervisory board • yearly maximum authorization of 10% of the issued capital © R
Slide 48: 6b. Authorize repurchase of shares
6. shares 6b. proposal to authorize the executive board to repurchase shares • valid for a period of 18 months • maximum of 10% of the issued share capital © Randstad 2022 | 48
Slide 49: 6c. Proposal to cancel repurchased shares
6. shares 6c. proposal to cancel repurchased shares • valid for a period of 18 months • maximum of 10% of the issued share capital © Randstad 2022 | 49
Slide 50: Agenda
agenda. 1. opening 2. review 2019 3. discharge of liability 4. remuneration policies 5. composition executive board 6. composition supervisory board 7. shares 8. other corporate affairs 9. external auditor 10. any other business 11. closing © Randstad 2022 | 50
Slide 51: 8a. Appoint Claartje Bulten to the preference shares foundation board
8. composition board stichting administratiekantoor preferente aandelen 8a. proposal to appoint Claartje Bulten as board member • Dutch national • professor of company law at Radboud University Nijmegen • appointment for a first term of 4 years © Randstad 2022 | 51
Slide 52: 8a. Appoint Annelies van der Pauw to the preference shares foundation board
8. composition board stichting administratiekantoor preferente aandelen 8a. proposal to appoint Annelies van der Pauw as board member • Dutch national • former partner at Allen & Overy • appointment for a first term of 4 years © Randstad 2022 | 52
Slide 53: Agenda
agenda. 1. opening 2. review 2019 3. discharge of liability 4. remuneration policies 5. composition executive board 6. composition supervisory board 7. shares 8. other corporate affairs 9. external auditor 10. any other business 11. closing © Randstad 2022 | 53
Slide 54: 9. External auditor
9. external auditor 9. proposal to reappoint Deloitte Accountants bv as external auditor for the financial year 2023 © Randstad 2022 | 54
Slide 55: Agenda
agenda. 1. opening 2. review 2019 3. discharge of liability 4. remuneration policies 5. composition executive board 6. composition supervisory board 7. shares 8. other corporate affairs 9. external auditor 10. any other business 11. closing © Randstad 2022 | 55
Slide 56: Agenda
agenda. 1. opening 2. review 2019 3. discharge of liability 4. remuneration policies 5. composition executive board 6. composition supervisory board 7. shares 8. other corporate affairs 9. external auditor 10. any other business 11. closing © Randstad 2022 | 56
Slide 57: eaese
eaese human forward. MW