Randstad Nv · EURONEXT:RAND
Randstad Nv — Shareholder Meeting (April 2014)
53 slides from Randstad Nv's shareholder meeting presentation, Apr 3, 2014
Slide 1: Annual general meeting of shareholders 2014
annual general meeting of shareholders 2014 supervisory board executive board Randstad Holding nv April 3, 2014
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 2013 3. discharge of liability 4. composition executive board 5. composition supervisory board 6. shares 7. other corporate affairs 8. any other business 9. closing 3 April 3, 2014 annual general meeting of shareholders 2014
Slide 4: Agenda
agenda 1. opening 2. review 2013 3. discharge of liability 4. composition executive board 5. composition supervisory board 6. shares 7. other corporate affairs 8. any other business 9. closing 4 April 3, 2014 annual general meeting of shareholders 2014
Slide 5: Operational performance & strategy
operational performance & strategy 5 April 3, 2014 annual general meeting of shareholders 2014
Slide 6: FY 2013: back to growth since September
FY 2013: back to growth since September gradual recovery since Q2 2013, mainly across most European countries acquisition of activities from USG in 6 European countries productivity (GP/FTE) up 2% YoY strong recovery ratio in 2013 of 118% underlying EBITA up 3%: - strong cost control - investments m
Slide 7: Gradual recovery in Europe
gradual recovery in Europe YoY Randstad growth development growth in Germany, Belgium, Iberia, UK, Italy, Switzerland, Poland gradual improvement and focus on profitability in North America continued growth in Japan and emerging markets from +1.3% in October to +2.9% in December and +3.2% in January
Slide 8: Revenue split FY 2013
revenue split FY 2013 geographical area revenue categories 9% North America 7% 22% 20% France 5% NL Germany 5% Belgium 7% 19% UK 17% 61% Iberia RoE 11% RoW 17% staffing inhouse professionals 8 April 3, 2014 annual general meeting of shareholders 2014
Slide 9: EBITA breakdown by geography
EBITA breakdown by geography 2013 2012 1% 1% 3% 1% 1% 5% 4% 4% North America 27% France 9% 7% 28% NL Germany 12% 13% Belgium 15% UK Iberia 21% 17% 14% RoE 25% RoW 25% 9 April 3, 2014 annual general meeting of shareholders 2014
Slide 10: Growth drivers & strategy
growth drivers & strategy 10 April 3, 2014 annual general meeting of shareholders 2014
Slide 11: Our priorities
our priorities Client total talent architecture Staffing Professionals Inhouse HRS leverage our expertise implementing global expand in white-collar grow in MSP and RPO in specialty staffing concept per segment and professionals support TTA approach: focus on permanent focus on permanent increase sh
Slide 12: Setting the ambition
setting the ambition profitable organic growth through activity-based field steering grow to 5-6% EBITA - profitable growth - improve margin - increase productivity activity-based field steering - market validation - funnel management (temp & perm) growth - weekly activity mgt management accelerator
Slide 13: Financial results
financial results 13 April 3, 2014 annual general meeting of shareholders 2014
Slide 14: Income statement FY 2013
income statement FY 2013 € million FY 2013 FY 2012 % organic revenue 16,568 17,087 -/-1% gross profit 3,012 3,102 -/-1% gross margin 18.2% 18.2% operating expenses* 2,433 2,539 -/-2% opex as % of revenue 14.7% 14.9% underlying EBITA 579 563 +5% underlying EBITA margin 3.5% 3.3% one-offs -/- 49 -/- 9
Slide 15: 2013: gradual recovery
2013: gradual recovery revenue growth % 15% 5% back to growth in September -5% gradual recovery -15% classical recovery patterns -25% -35% 15 April 3, 2014 annual general meeting of shareholders 2014
Slide 16: Operating expenses: managing on actual trends
operating expenses: managing on actual trends YoY OPEX development in € M * +24 -/-11 +3 -/-67 +2 +3 2,539 -/-61 2,433 USG added € 24M annualized ongoing investments to drive growth in RoW significant negative FX impact corporate costs up due to Dutch crisis tax continued focus on cost control, part
Slide 17: Net debt down by €335M
net debt down by € 335M leverage ratio at 1.2 and improved working capital management € million December 31, 2013 December 31, 2012 goodwill and intangible assets 2,665 2,943 operating working capital 457 528 net tax assets 497 340 other assets and liabilities 50 10 invested capital 3,669 3,821 equi
Slide 18: Focused on maintaining a solid financial position
focused on maintaining a solid financial position net debt & leverage ratio development 1900 3 net debt (€ m) leverage ratio (rhs) 1700 2.5 1500 2 1300 strategic target 1.5 1100 1 900 700 0.5 500 0 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2011 2012 2012 2012 2012 2013 2013 2013 2013 maintained strong focus on wor
Slide 19: Our financing policy
our financing policy financing policy Randstad aims at a sound financial position - leverage ratio in between 0 and 2x EBITDA - financing in place for expected long-term needs - using our balance sheet to finance organic growth and acquisitions committed financing (~ € 1.8 bln) preference shares B a
Slide 20: Our financing structure
our financing structure all financing size status uncommitted ~ € 300M available credit lines standby facilities € 275M available receivables revolving multi- currency syndicated € 1,420M available medium-term < 5 years credit facility Japanese syndicated credit ~ € 55M available facility other cred
Slide 21: Free cash flow to €293M
free cash flow to € 293M mainly reflecting payment to Dutch tax authority and payment of restructuring provisions € million 2013 2012 EBITDA 598 548 release of OWC 78 84 income taxes paid -/- 246 -/- 140 provisions -/- 51 17 net additions in PPE and software -/- 45 -/- 61 other items -/- 38 20 finan
Slide 22: Dividend policy 2013
dividend policy 2013 1 dividend policy as from 2013: - policy in line with strategic targets - payout range of 40-50% of adjusted EPS - 40%, unless financial position allows for a higher payout-% - optional dividend: - leverage ratio < 2.0x: optional dividend - leverage ratio < 2.5x: optional divide
Slide 23: Sustainability
sustainability 1 integral part of our strategy 23 April 3, 2014 annual general meeting of shareholders 2014
Slide 24: From strategy to value creation
from strategy to value creation next step in integrated reporting 24 April 3, 2014 annual general meeting of shareholders 2014
Slide 25: Our sustainability framework
our sustainability framework 2 progress update framework reflects our ambition and approach going forward progress 2013: - second year of quarterly sustainability reporting through the financial system - non-financial reporting embedded in planning & control cycle - local CFOs responsible for qualit
Slide 26: Questions VEB & Eumedion
questions VEB & Eumedion 2 strengthening accountability for integrity of financial information - report from supervisory board includes key attention points - main risks included in annual report (strategic, operational, financial & reporting and compliance risks) - new set-up financial statements t
Slide 27: Questions VBDO
questions VBDO 2 risk-mapping/monitoring with regards to human rights - guiding principles Global Compact implemented in our corporate policies - locally monitored by training of employees and execution of key control framework - global implementation of human rights risk mapping tool scheduled in c
Slide 28: 2. Review 2013 Q&A
2. review 2013 Q&A 28 April 3, 2014 annual general meeting of shareholders 2014
Slide 29: 2. Review 2013: remuneration policy
2. review 2013 2b. application of the remuneration policy in 2013: - update remuneration policy approved by the AGM in 2013 - remuneration 2013 in line with updated policy - remuneration report 2013 on corporate website 29 April 3, 2014 annual general meeting of shareholders 2014
Slide 30: 2. Review 2013: adopt financial statements
2. review 2013 2c. proposal to adopt the financial statements 2013 30 April 3, 2014 annual general meeting of shareholders 2014
Slide 31: 2. Review 2013: reserves and dividend policy
2. review 2013 2d. explanation of the policy on reserves and dividends 31 April 3, 2014 annual general meeting of shareholders 2014
Slide 32: Dividend policy 2013
dividend policy 2013 1 dividend policy as from 2013: - policy in line with strategic targets - payout range of 40-50% of adjusted EPS - 40%, unless financial position allows for a higher payout-% - optional dividend: - leverage ratio < 2.0x: optional dividend - leverage ratio < 2.5x: optional divide
Slide 33: 2. Review 2013: determine the dividend
2. review 2013 2e. proposal to determine the dividend over the financial year 2013 Dividend on ordinary shares: € 0.95 per share • optional cash dividend or stock dividend Dividend on preference shares B and C: € 12.1M 33 April 3, 2014 annual general meeting of shareholders 2014
Slide 34: Dividend process and timeline in 2014
dividend process and timeline in 2014 April 3, 2014: approval shareholders in AGM 2014 April 7, 2014: ex-dividend date April 9, 2014: record date Election period runs from April 10 up to and including April 25, 2014 April 25, 2014: determination stock dividend conversion rate - on the basis of the v
Slide 35: Agenda
agenda 1. opening 2. review 2013 3. discharge of liability 4. composition executive board 5. composition supervisory board 6. shares 7. other corporate affairs 8. any other business 9. closing 35 April 3, 2014 annual general meeting of shareholders 2014
Slide 36: 3. Discharge of liability
3. discharge of liability 3a. discharge of liability of the members of the executive board for the management 36 April 3, 2014 annual general meeting of shareholders 2014
Slide 37: 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 37 April 3, 2014 annual general meeting of shareholders 2014
Slide 38: Agenda
agenda 1. opening 2. review 2013 3. discharge of liability 4. composition executive board 5. composition supervisory board 6. shares 7. other corporate affairs 8. any other business 9. closing 38 April 3, 2014 annual general meeting of shareholders 2014
Slide 39: 4. Composition executive board
4. composition executive board proposal to appoint Mr. Heutink as member of the executive board • Dutch nationality • joined Randstad as a consultant in the Netherlands in 1991 • managing director Randstad Poland in 2004 • appointed managing director Randstad the Netherlands in 2009 39 April 3, 2014
Slide 40: Portfolio change EB
portfolio change EB Executive Board member Country Responsibility Functional Areas Jacques van den Broek, Germany, UK, Australia, New Business Concept Development; Global Client chairman & CEO Zealand, China, Hong Kong, Solutions; HR; Marketing & Communications; Singapore & Malaysia Public Affairs;
Slide 41: Agenda
agenda 1. opening 2. review 2013 3. discharge of liability 4. composition executive board 5. composition supervisory board 6. shares 7. other corporate affairs 8. any other business 9. closing 41 April 3, 2014 annual general meeting of shareholders 2014
Slide 42: 5. Supervisory board composition
5. supervisory board composition 5a. proposal to reappoint Ms. Kampouri Monnas as member of the supervisory board • Greek nationality • member of the supervisory board since 2006 • reappointment for a period of 4 years • third and final term • member remuneration and nomination committee • member st
Slide 43: 5. Supervisory board composition
5. supervisory board composition 5b. proposal to appoint Mr. Dorjee as member of the supervisory board • Dutch nationality • appointment for a period of 4 years • first term • chairman audit committee 43 April 3, 2014 annual general meeting of shareholders 2014
Slide 44: Agenda
agenda 1. opening 2. review 2013 3. discharge of liability 4. composition executive board 5. composition supervisory board 6. shares 7. other corporate affairs 8. any other business 9. closing 44 April 3, 2014 annual general meeting of shareholders 2014
Slide 45: 6. Shares: authority to issue shares
6. shares 6a. proposal to extend the authority of the executive board to issue shares • valid for a period of 18 months (October, 2015) • approval by the supervisory board • yearly allocation of performance shares and options not more than 1% • yearly maximum authorization of 3% of the issued capita
Slide 46: 6. Shares: restrict pre-emptive rights
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 (October, 2015) • approval by the supervisory board • yearly maximum authorization of 3% of the issued capital 46 April 3, 2014
Slide 47: 6. Shares: authority to repurchase shares
6. shares 6c. proposal to extend the authority of the executive board to repurchase ordinary shares 47 April 3, 2014 annual general meeting of shareholders 2014
Slide 48: Anti-dilution measures – performance share plans
anti-dilution measures – performance share plans purchasing shares to offset dilution performance share plans available for senior management executive board has authorization to issue shares up to 3% of issued ordinary share capital dilution of existing shareholders anti-dilution clause on preferen
Slide 49: Anti-dilution measures – stock dividend
anti-dilution measures – stock dividend repurchasing shares to offset dilution stock dividend will lead to dilution for shareholders intention to repurchase shares over time to offset dilution if financial position allows for it financial position: a leverage ratio in between 0 and 2 proposal to ext
Slide 50: Agenda
agenda 1. opening 2. review 2013 3. discharge of liability 4. composition executive board 5. composition supervisory board 6. shares 7. other corporate affairs 8. any other business 9. closing 50 April 3, 2014 annual general meeting of shareholders 2014
Slide 51: 7. Other corporate affairs
7. other corporate affairs proposal to appoint Deloitte as external auditor for the financial year 2015 - new legislation: mandatory rotation - Deloitte rated highest on almost all selection criteria - strong and highly experienced team - adjusted scope - savings to be used for extended internal aud
Slide 52: Agenda
agenda 1. opening 2. review 2013 3. discharge of liability 4. composition executive board 5. composition supervisory board 6. shares 7. other corporate affairs 8. any other business 9. closing 52 April 3, 2014 annual general meeting of shareholders 2014
Slide 53: Agenda
agenda 1. opening 2. review 2013 3. discharge of liability 4. composition executive board 5. composition supervisory board 6. shares 7. other corporate affairs 8. any other business 9. closing 53 April 3, 2014 annual general meeting of shareholders 2014