Randstad Nv · EURONEXT:RAND
Randstad Nv — Shareholder Meeting (March 2012)
51 slides from Randstad Nv's shareholder meeting presentation, Mar 29, 2012
Slide 1: Annual general meeting of shareholders 2012
annual general meeting of shareholders 2012 supervisory board executive board Randstad Holding nv March 29, 2012
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 Holding and its operating companies as well as certain plans and objectives. Obviously, such prognoses involve risks
Slide 3: Agenda
agenda 1. opening 2. review 2011 3. discharge of liability 4. executive board composition 5. supervisory board composition 6. shares 7.- 9. other corporate affairs 10. any other business 11.other 3 March 29, 2012 annual general meeting of shareholders 2012
Slide 4: Agenda
agenda 1. opening 2. review 2011 3. discharge of liability 4. executive board composition 5. supervisory board composition 6. shares 7.- 9. other corporate affairs 10. any other business 11.other 4 March 29, 2012 annual general meeting of shareholders 2012
Slide 5: Strategy and operational performance
strategy and operational performance Ben Noteboom CEO and chairman of the executive board 5 March 29, 2012 annual general meeting of shareholders 2012
Slide 6: FY 2011: good performance in a mixed year
FY 2011: good performance in a mixed year • strong growth in the first half of the year, slowdown in the second half - revenue up 14% (9% organically) to € 16.2 bln - focus on client profitability and field steering - market share gains in France, US, Randstad NL and Italy • strong market position i
Slide 7: Employees by geography
employees by geography staffing employees corporate employees averages 2011 2010 2011 2010 the Netherlands 88,300 86,400 5,180 5,250 France 92,700 86,700 3,950 3,900 Germany 56,000 51,800 2,970 2,620 Belgium/Lux. 46,500 44,900 2,120 2,090 United Kingdom 24,000 23,400 1,950 2,040 Iberia 49,700 50,800
Slide 8: €289 billion market
€ 289 billion market executive search: € 9 billion revenue (top-level head hunting) professionals & recruitment: € 80 billion Randstad € 3.1 billion revenue staffing: € 200 billion Randstad € 13.1 billion revenue Randstad; € 16.2 billion revenue in 2011 Structural growth market 6% global market shar
Slide 9: Targets
growth drivers & strategy: reconfirmed strong concepts need for flexibility best people demographics excellent execution deregulation superior brands clients looking for total offering - EBITA margin of 5 to 6% through the cycle, not below 4% in normal downturn targets - mid-term EBITA margins of 4
Slide 10: Acquisition SFN Group creates unique strategic fit
acquisition SFN Group creates unique strategic fit strong concepts need for flexibility best people demographics excellent execution deregulation superior brands clients looking for total offering the acquisition of SFN Group offers Randstad no. 3 position in North America leader in RPO continuous n
Slide 11: Diverging trend between Europe and North-America
diverging trend between Europe and North-America quarterly market growth (YoY) 40% • growth in markets continued to 30% slow down 20% 10% • clear differences in trends between 0% North-America and Europe -10% Q4 Q1 Q2 Q3 Q4 2010 2011 • classical recovery in the US NL France Germany Belgium UK N-Amer
Slide 12: Growth trends in 2011
growth trends in 2011 organic growth (in %) € million Q1 Q2 Q3 Q4 2011 the Netherlands 7 7 4 0 4 France 22 16 9 4 12 Germany 29 16 10 3 13 Belgium/Lux. 20 10 3 (3) 6 United Kingdom 4 2 2 (9) 0 Iberia 8 5 3 (8) 1 Other Europe 30 26 16 5 18 North America 19 14 10 10 13 Rest of world 14 8 7 4 8 total 1
Slide 13: Revenue split FY 2011
revenue split FY 2011 North America to 21% of Group (pro forma) following acquisition of SFN geographical area sectors NL France 9% 18% Germany 19% 15% Belgium/Lux. 65% UK 6% 16% 21% 5% Iberia 5% ROE 9% 12% N-America ROW staffing inhouse professionals 13 March 29, 2012 annual general meeting of shar
Slide 14: EBITA breakdown by geography
EBITA breakdown by geography spread significantly improved by acquisition of SFN Group FY 2011 FY 2010 NL 2% NL 2% France France 16% 11% Germany 28% Germany 4% 3% 33% 4% 1% Belgium/Lux. 3% Belgium/Lux. UK 1% 11% UK 10% Iberia Iberia 16% ROE 19% 16% 20% ROE N-America N-America ROW ROW 14 March 29, 20
Slide 15: Financial performance
financial performance Robert-Jan van de Kraats CFO and vice-chairman of the executive board 15 March 29, 2012 annual general meeting of shareholders 2012
Slide 16: FY 2011: good performance in a mixed year
FY 2011: good performance in a mixed year • strong revenue growth, however easing in the second half - FujiStaff consolidated for the full year - SFN Group was consolidated as of September 2nd, 2011 • underlying EBITA up 18 % to € 601 million - organically up 11% - good cost control • underlying dil
Slide 17: Income statement FY 2011
income statement FY 2011 € million FY 2011 FY 2010 % organic revenue 16,225 14,179 9% gross profit 2,957 2,659 5% gross margin 18.2% 18.8% operating expenses* 2,357 2,149 3% opex as % of revenue 14.5% 15.2% underlying EBITA 601 510 11% underlying EBITA margin 3.7% 3.6% one-offs -/- 48 -/- 4 reported
Slide 18: Geographic performance 2011
geographic performance 2011 revenue EBITA margin € million 2011 2010 organic growth 2011 2010 the Netherlands 2,940 2,827 4% 6.1% 6.4% France 3,378 3,067 12% 3.1% 2.9% Germany 1,960 1,729 13% 6.7% 6.2% Belgium/Lux. 1,413 1,328 6% 4.6% 4.7% United Kingdom 789 802 0% 0.4% 0.8% Iberia 873 861 1% 2.5% 2
Slide 19: Segment performance
segment performance Staffing in € million 2011 2010* % organic • industrial segments main drivers revenue 10,550.2 9,401.6 7% • strong growth in North America EBITA 407.8 353.0 11% • gradual slowdown across Europe EBITA margin 3.9% 3.8% • focus on client profitability • non-recurring items in 2011 a
Slide 20: Balance sheet reflects consolidation of SFN
balance sheet reflects consolidation of SFN € million December 31, 2011 December 31, 2010 trade and other receivables 3,109 2,787 less: trade and other payables 2,477 2,261 operating working capital* 632 526 cash & cash equivalents 339 285 less: current borrowings 39 76 less: non-current borrowings
Slide 21: Free cash flow up 41%
free cash flow up 41% € million 2011 2010 cash flow from operations before OWC* 528 463 usage of OWC -/-9 -/-94 net additions in PPE and software -/- 79 -/- 56 financial receivables/dividend associates -/- 5 -/- 4 free cash flow 435 309 € million 2011 free cash flow 435 net (acquisition)/disposals -
Slide 22: Focused on maintaining a solid financial position
focused on maintaining a solid financial position net debt & leverage ratio development 1700 3 net debt (€ m) leverage ratio (rhs) 1500 2.5 1300 2 strategic target 1100 1.5 900 1 700 0.5 500 0 Q4 2009 Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011 Q2 2011 Q3 2011 Q4 2011 • strong focus on cash flow generat
Slide 23: Debt refinancing ensured until at least 2016
debt refinancing ensured until at least 2016 repayment schedule 135 new available facility 1400 135 1200 term 1000 revolver € x million 800 1,320 1,300 600 400 105 135 200 105 135 0 • repayment term loan initially planned for May 2012 already executed in November 2011 • syndicated credit facility re
Slide 24: Sustainability at the core of our business
sustainability at the core of our business 1 since 1960 Randstad has been playing a key role in society: • finding suitable jobs for our candidates and providing flexibilty and agility to our clients • assisting candidates to find a job who didn’t have one before • temporary work serves as a steppin
Slide 25: Our sustainability framework
our sustainability framework 1 integral part of our strategy 25 March 29, 2012 annual general meeting of shareholders 2012
Slide 26: Our sustainability framework
our sustainability framework 2 integral part of our strategy • framework reflects our ambition and approach going forward • examples of KPIs in addition to those already in place • focus on: • reliability of data • implementation and improvement of initiatives • gradual approach 26 March 29, 2012 an
Slide 27: Outlook
outlook • growth per working day from 7% in September to 4% in December • growth per working day 0% in January • growth in North America accelerated in January - US staffing + 13% - US professionals + 15% - SFN +6% • gradual slow down in Europe continued in January - Germany +6% - France -/-3.5% - N
Slide 28: Dividend policy
dividend policy 1 • aiming at consistent dividend growth through the cycle • aiming at a floor in the dividend of € 1.25 objective • if earnings capacity and the financing policy allow for it • flexible payout ratio • indicative range: minimum payout 30% - maximum payout 60% • dividend > € 1.25 if p
Slide 29: Q & A
Q&A 29 March 29, 2012 annual general meeting of shareholders 2012
Slide 30: Remuneration executive board
remuneration executive board • remuneration policy approved by AGM in 2007 • no changes despite different profile of Randstad • in line with policy: base salaries executive board increased by 5% effective 1 January 2012 • base salary CEO increased by additional € 50,000 to bring at median level peer
Slide 31: 2. Review 2011
2. review 2011 2b. proposal to adopt the financial statements 2011 31 March 29, 2012 annual general meeting of shareholders 2012
Slide 32: 2. Review 2011 - dividend proposal
2. review 2011 2d. proposal to determine the dividend over the financial year 2011 • € 1.25 on ordinary shares • € 0.284 on preference B shares 32 March 29, 2012 annual general meeting of shareholders 2012
Slide 33: Agenda
agenda 1. opening 2. review 2011 3. discharge of liability 4. executive board composition 5. supervisory board composition 6. shares 7.- 9. other corporate affairs 10. any other business 11. closing 33 March 29, 2012 annual general meeting of shareholders 2012
Slide 34: 3. Discharge of liability
3. discharge of liability 3a. discharge of liability of the members of the executive board for the management 34 March 29, 2012 annual general meeting of shareholders 2012
Slide 35: 3. Discharge of liability
3. discharge of liability 3b. discharge of liability of the members of the supervisory board for the supervision of the management 35 March 29, 2012 annual general meeting of shareholders 2012
Slide 36: Agenda
agenda 1. opening 2. review 2011 3. discharge of liability 4. executive board composition 5. supervisory board composition 6. shares 7.- 9. other corporate affairs 10. any other business 11. closing 36 March 29, 2012 annual general meeting of shareholders 2012
Slide 37: 4. Executive board composition
4. executive board composition 4a. proposal to reappoint mr. Wilkinson as member of the executive board • British nationality • member of the board since 2008 • reappointment for a period of 4 years (2015) • Responsible for United Kingdom, Australia & Pacific, the Middle East, India, Malaysia, Singa
Slide 38: 4. Executive board composition
4. executive board composition 4b. proposal to appoint ms. Galipeau as member of the executive board • Canadian nationality • joined Randstad in 1995 • appointment for a period of 4 years (2015) • Responsible for North America and Mexico 38 March 29, 2012 annual general meeting of shareholders 2012
Slide 39: Agenda
agenda 1. opening 2. review 2011 3. discharge of liability 4. executive board composition 5. supervisory board composition 6. shares 7.- 9. other corporate affairs 10. any other business 11. other 39 March 29, 2012 annual general meeting of shareholders 2012
Slide 40: 5. Supervisory board composition
5. supervisory board composition 5a. proposal to reappoint ms. Hodson as member of the supervisory board • British nationality • member of the board since 2008 • reappointment for a period of 4 years • second term 40 March 29, 2012 annual general meeting of shareholders 2012
Slide 41: 5. Supervisory board composition
5. supervisory board composition 5b. proposal to reappoint mr. Giscard d’Estaing as member of the supervisory board • French nationality • member of the board since 2008 • reappointment for a period of 4 years • second term 41 March 29, 2012 annual general meeting of shareholders 2012
Slide 42: 5. Supervisory board composition
5. supervisory board composition 5c. proposal to appoint mr. Dekker as member of the supervisory board • Dutch nationality • appointment for a period of 4 years • first term 42 March 29, 2012 annual general meeting of shareholders 2012
Slide 43: Agenda
agenda 1. opening 2. review 2011 3. discharge of liability 4. executive board composition 5. supervisory board composition 6. shares 7.- 9. other corporate affairs 10. any other business 11. closing 43 March 29, 2012 annual general meeting of shareholders 2012
Slide 44: 6. Shares
6. shares 6a. proposal to extend the authority of the executive board to issue shares • valid for a period of 18 months (September, 2013) • approval by the supervisory board • yearly allocation of performance shares and options not more than 1% • yearly maximum authorisation of 3% of the issued capi
Slide 45: 6. Shares
6. shares 6b. proposal to extend the authority of the executive board to restrict or exclude the pre-emptive right to any issue of shares • valid for a period of 18 months (September, 2013) • approval by the supervisory board • yearly maximum authorisation of 3% of the issued capital (ordinary share
Slide 46: Agenda
agenda 1. opening 2. review 2011 3. discharge of liability 4. executive board composition 5. supervisory board composition 6. shares 7.- 9. other corporate affairs 10. any other business 11. closing 46 March 29, 2012 annual general meeting of shareholders 2012
Slide 47: Other corporate affairs
other corporate affairs 7. proposal to appoint mr. Van Keulen as director A of Stichting Administratiekantoor Preferente aandelen Randstad Holding • Dutch nationality • appointment for a period of 4 years 47 March 29, 2012 annual general meeting of shareholders 2012
Slide 48: Other corporate affairs
other corporate affairs 8. proposal to reappoint PricewaterhouseCoopers as external auditor for the financial year 2013 • already appointed as auditor for 2011 and 2012 48 March 29, 2012 annual general meeting of shareholders 2012
Slide 49: Other corporate affairs
other corporate affairs 9. remuneration supervisory board • remuneration policy approved by AGM in 2007 • no changes despite different profile of Randstad • increased time effort • proposal to increase annual fees: - chairman: from € 90,000 to € 110,000 - vice-chairman: € 90,000 (new) - members: fro
Slide 50: Agenda
agenda 1. opening 2. review 2011 3. discharge of liability 4. executive board composition 5. supervisory board composition 6. shares 7.- 9. other corporate affairs 10. any other business 11. closing 50 March 29, 2012 annual general meeting of shareholders 2012
Slide 51: Agenda
agenda 1. opening 2. review 2011 3. discharge of liability 4. executive board composition 5. supervisory board composition 6. shares 7.- 9. other corporate affairs 10. any other business 11. closing 51 March 29, 2012 annual general meeting of shareholders 2012