Randstad Nv · EURONEXT:RAND
Randstad Nv — Shareholder Meeting (April 2015)
54 slides from Randstad Nv's shareholder meeting presentation, Apr 2, 2015
Slide 1: Annual general meeting of shareholders 2015
annual general meeting of shareholders 2015 supervisory board executive board Randstad Holding nv April 2, 2015
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 2014 3. discharge of liability 4. composition supervisory board 5. shares 6. other corporate affairs 7. external auditor 8. any other business 9. closing 3 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 4: Agenda
agenda 1. opening 2. review 2014 3. discharge of liability 4. composition supervisory board 5. shares 6. other corporate affairs 7. external auditor 8. any other business 9. closing 4 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 5: Operational performance & strategy
operational performance & strategy 5 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 6: FY 2014: highlights
FY 2014: highlights FY organic revenue growth of 3.9% with growth consistently between 3 - 5% throughout 2014 Perm growth up 14% FY; strategic focus paying off productivity (GP/FTE) up 3% YoY strong organic incremental conversion ratio in 2014 of 77% underlying EBITA up 23% organically to €706M (EBI
Slide 7: Consistent and stable growth throughout 2014
consistent and stable growth throughout 2014 YoY Randstad growth development 15% 5% -5% -15% Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014 Group Europe North America Rest of World growth during 2014 remained within the 3-5% bandwidth growth expansion in North Americ
Slide 8: Growth drivers & strategy
growth drivers & strategy 8 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 9: Strategic roadmap
strategic roadmap driven by best people, strong concepts, excellent execution and superior brands Shape the world of work • optimal workforces for clients M&A goals • the best jobs for candidates Tech Grow to 5-6% EBITA • profitable growth M&A, seamless fit • improve margin integrations • increase p
Slide 10: Strategic roadmap: 2014 progress
strategic roadmap: 2014 progress Grow to 5-6% EBITA • profitable growth • improve margin M&A goals • increase productivity Tech Leverage ratio at 0.5 TTA Randstad Innovation Fund: 4 investments made in 2014 International project team set up Org Growth in MSP, RPO & Inhouse € 60-70 m cost s
Slide 11: 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 12: 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 13: Revenue split FY 2014
revenue split FY 2014 geographical areas revenue categories 8% North America 20% 8% 22% France NL 6% Germany 5% Belgium UK 16% 21% 59% 8% Iberia RoE 11% RoW 16% staffing inhouse professionals 13 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 14: EBITA breakdown by geography
EBITA breakdown by geography FY 2014 FY 2013 1% 2% 7% 1% 5% North America 4% 2% 6% 23% France 26% 7% NL 9% Germany 12% Belgium 13% UK 11% 19% Iberia 21% 17% RoE RoW 25% 22% 14 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 15: Segment performance
segment performance Staffing in € M 2014 2013 % organic* good growth in North America, Netherlands, Iberia and emerging revenue 10,202.8 10,037.9 +1% markets with focus retained on EBITA 421.1 343.1 +23% revenue quality Germany and France were EBITA margin 4.1% 3.4% challenging markets, however prof
Slide 16: Financial results
financial results 16 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 17: Income statement 2014
income statement 2014 € million FY ’14 FY ’13 % Org. revenue 17,250 16,568 +4% gross profit 3,180 3,012 +6% gross margin 18.4% 18.2% operating expenses* 2,474 2,433 +2% opex margin 14.3% 14.7% EBITA* 706 579 +23% EBITA margin* 4.1% 3.5% integration costs & one-offs 45 49 reported EBITA 661 530 amort
Slide 18: Gross margin bridge
gross margin bridge YoY gross margin development + 0.1% -/- 0.0% + 0.1% 18.4% 18.2% margin expansion in United Kingdom, France & perm fees were 9.8% of GP (up from 9.1% LY) North America - organic growth of 14% YoY continued focus on client profitability 18 April 2, 2015 Annual General Meeting of Sh
Slide 19: Operating expenses bridge
operating expenses bridge YoY OPEX development in € M * +8 +23 +22 +15 -/- 3 -/-19 -/-5 2,474 2,433 impact of prior year acquisitions and FTE growth in North America and in disposals € 23M european growth markets stable marketing spend YoY continued focus on cost control beneficial FX impact continu
Slide 20: Net debt down 45% YoY
net debt down 45% YoY leverage ratio at 0.5 € million December 31, 2014 December 31, 2013 goodwill and intangible assets 2,597 2,665 operating working capital 488 459 net tax assets 527 497 other assets and liabilities 123 48 invested capital 3,735 3,669 equity 3,313 2,908 net debt 422 761 invested
Slide 21: Free cash flow up 67%
free cash flow up 67% (up 15% on normalized free cash flow) € million FY ’14 FY ’13 EBITDA 726 598 change in OWC 9 78 income taxes paid -/- 117 -/- 246 Provisions & employee benefit obl. 7 -/- 51 net additions in PPE and software -/- 63 -/- 45 other items -/- 67 -/- 38 financial receivables -/- 7 -/
Slide 22: Solid free cash flow development
solid free cash flow development free cash flow of € 488M vs. € 293M LY; 15% growth normalized - growth has led to increase in working capital requirements, offset by a strong DSO performance - impact of payment of € 131 million to the Dutch tax authority in the prior year leverage ratio improved to
Slide 23: Conservative financial policy
conservative financial policy target leverage ratio between 0 and 2, with max leverage ratio of 3.5x EBITDA floating rate policy as a natural hedge against the development in operational results, and benefit from yield financing in place for expected long-term needs using our balance sheet to financ
Slide 24: Dividend policy 2014
dividend policy 2014 1 dividend policy: - 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 dividend with premi
Slide 25: Dividend proposal: record high
dividend proposal: record high proposed dividend payment over 2014 - payment of € 1.29 per ordinary share (+36%) - payout of 50% of adjusted net profit, reflecting strong financial position - choice between cash and shares, default cash Adjusted* dividend (€ cents per share) 1.40 1.20 1.00 0.80 0.60
Slide 26: Sustainability
sustainability 2 integral part of our strategy sustainability framework reflects our ambition and approach going forward progress 2014: - third full year of quarterly sustainability reporting through the reporting system - non-financial reporting embedded in planning & control cycle - local CFOs bea
Slide 27: Questions Eumedion & VEB
questions Eumedion & VEB 2 continue to lead on integrated reporting - value creation at the heart of our governance, performance and strategy - supervisory board report includes key attention points - main risks included in annual report (strategic, operational, financial & reporting and compliance
Slide 28: Questions VBDO
questions VBDO sustainabiliy monitoring and performance - Randstad hosted the first-ever HR transformation forum in Europe - execution of group wide talent management process - locally monitored and incorporated into development plans and employee training - integrated reporting with enhanced social
Slide 29: 2. Review 2014 Q&A
2. review 2014 Q&A 29 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 30: 2. Review 2014: remuneration policy
2. review 2014 2b. application of the remuneration policy in 2014: - update remuneration policy approved by the AGM in 2014 - remuneration 2014 in line with updated policy - remuneration report 2014 on corporate website 30 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 31: 2. Review 2014: adopt financial statements
2. review 2014 2c. proposal to adopt the financial statements 2014 31 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 32: 2. Review 2014: reserves and dividend policy
2. review 2014 2d. explanation of the policy on reserves and dividends 32 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 33: Dividend policy 2014
dividend policy 2014 1 dividend policy: - 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 dividend with premi
Slide 34: 2. Review 2014: dividend proposal
2. review 2014 2e. proposal to determine the dividend over the financial year 2014 Dividend on ordinary shares: € 1.29 per share • optional cash dividend or stock dividend Dividend on preference shares B and C: € 12.6M 34 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 35: Dividend process and timeline in 2015
dividend process and timeline in 2015 April 2, 2015: approval shareholders in AGM 2015 April 8, 2015: ex dividend date April 9, 2015: record date Election period runs from April 10 up to and including April 24, 2015 April 27, 2015: determination stock dividend conversion rate - on the basis of the v
Slide 36: Agenda
agenda •1. opening •2. review 2014 •3. discharge of liability •4. composition supervisory board •5. shares •6. other corporate affairs •7. external auditor •8. any other business •9. closing 36 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 37: 3. Discharge of liability: executive board
3. discharge of liability 3a. discharge of liability of the members of the executive board for the management 37 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 38: 3. Discharge of liability: supervisory board
3. discharge of liability 3b. discharge of liability of the members of the supervisory board for the supervision of the management 38 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 39: Agenda
agenda •1. opening •2. review 2014 •3. discharge of liability •4. composition supervisory board •5. shares •6. other corporate affairs •7. external auditor •8. any other business •9. closing 39 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 40: 4. Supervisory board composition: Jaap Winter
4. supervisory board composition 4a. Proposal to reappoint Jaap Winter as member of the Supervisory Board • Dutch national • member of the supervisory board since 2011 • reappointment for a period of 4 years • member of the Audit Committee • member of the Remuneration & Nomination Committee • holds
Slide 41: 4. Supervisory board composition: Rudy Provoost
4. supervisory board composition 4b. Proposal to appoint Rudy Provoost as member of the Supervisory Board • Belgian national • appointment for a period of 4 years • first term • holds no shares in Randstad 41 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 42: 4. Supervisory board composition: Barbara Borra
4. supervisory board composition 4c. Proposal to appoint Barbara Borra as member of the Supervisory Board • Italian national • appointment for a period of 4 years • first term • holds no shares in Randstad 42 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 43: Agenda
agenda •1. opening •2. review 2014 •3. discharge of liability •4. composition supervisory board •5. shares •6. other corporate affairs •7. external auditor •8. any other business •9. closing 43 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 44: 5. Shares: authority to issue shares
5. shares 5a. proposal to extend the authority of the executive board to issue shares • valid for a period of 18 months (October, 2016) • 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 45: 5. Shares: restrict pre-emptive rights
5. shares 5b. 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, 2016) • approval by the supervisory board • yearly maximum authorization of 3% of the issued capital 45 April 2, 2015
Slide 46: 5. Shares: authority to repurchase shares
5. shares 5c. proposal to extend the authority of the executive board to repurchase ordinary shares • repurchase ordinary shares up to a maximum of 10% of the issued share capital of ordinary shares. • valid for a period of 18 months (October, 2016) • ordinary shares may be acquired for a price betw
Slide 47: 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 48: 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 49: Agenda
agenda •1. opening •2. review 2014 •3. discharge of liability •4. composition supervisory board •5. shares •6. other corporate affairs •7. external auditor •8. any other business •9. closing 49 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 50: 6. Other corporate affairs
6. other corporate affairs 6. Proposal to appoint Stépan Breedveld as board member of Stichting Administratiekantoor Preferente Aandelen Randstad Holding • Dutch national • appointment for a period of 4 years • first term 50 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 51: Agenda
agenda •1. opening •2. review 2014 •3. discharge of liability •4. composition supervisory board •5. shares •6. other corporate affairs •7. external auditor •8. any other business •9. closing 51 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 52: 7. External auditor
7. external auditor 7. Proposal to reappoint Deloitte as external auditor for the financial year 2016 52 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 53: Agenda
agenda •1. opening •2. review 2014 •3. discharge of liability •4. composition supervisory board •5. shares •6. other corporate affairs •7. external auditor •8. any other business •9. closing 53 April 2, 2015 Annual General Meeting of Shareholders 2015
Slide 54: Agenda
agenda •1. opening •2. review 2014 •3. discharge of liability •4. composition supervisory board •5. shares •6. other corporate affairs •7. external auditor •8. any other business •9. closing 54 April 2, 2015 Annual General Meeting of Shareholders 2015