Randstad Nv · EURONEXT:RAND
Randstad Nv — Shareholder Meeting (March 2016)
60 slides from Randstad Nv's shareholder meeting presentation, Mar 31, 2016
Slide 1: Annual general meeting of shareholders 2016
annual general meeting of shareholders 2016 supervisory board executive board Randstad Holding nv March 31, 2016
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 2015 3. discharge of liability 4. composition executive board 5. composition supervisory board 6. shares 7. other corporate affairs 8. external auditor 9. any other business 10. closing 3 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 4: Agenda
agenda 1. opening 2. review 2015 3. discharge of liability 4. composition executive board 5. composition supervisory board 6. shares 7. other corporate affairs 8. external auditor 9. any other business 10. closing 4 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 5: Review 2015: operational performance & strategy
review 2015 operational performance & strategy 5 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 6: FY 2015: strong operational performance
FY 2015: strong operational performance Revenue of € 19,219 gross profit up 7%; Gross Perm fees up 14%, now million; organic growth margin up 30 bp to 18.7% 10.6% of gross profit (vs. +6.2% (vs. 3.9% last year) 9.8% last year) Underlying EBITA of € 862 FY 2015 EBITA margin of Adjusted net income up
Slide 7: Topline stable in most countries throughout 2015
topline stable in most countries throughout 2015 YoY Randstad growth development 15% 5% -5% -15% Group Europe North America Rest of World improving growth in many European countries over 2015; France accelerating ahead of market in second half, strong growth throughout the year in Netherlands, Italy
Slide 8: Organic growth in a historical context
topline organic growth in a historical context growth 30,0% 20,0% 9Q's of low-mid single digit growth 10,0% 0,0% Q1'02 Q2'03 Q3'04 Q4'05 Q1'07 Q2'08 Q3'09 Q4'10 Q1'12 Q2'13 Q3'14 Q4'15 -10,0% -20,0% -30,0% -40,0% consistent mid-single digit topline growth USA above peak and still growing Europ
Slide 9: North America: stable growth in US Staffing
North America: stable growth in US Staffing revenue +5% (2014: +3%) North America – historical organic growth - perm up 10% (Q3: +9%) 12,00% - GP up 9% (2014: +5%) 8,00% US Staffing & Inhouse, revenue growth +7% (2014: +7%) 4,00% US Professionals, revenue growth 1% 0,00% Q2 2014 Q3 2014 Q4 2014 Q1 2
Slide 10: The Netherlands: growth accelerated in 2015
the Netherlands: growth accelerated in 2015 performance Vs. market (ABU)- quarterly revenue at +11% (2014: +2%) 15% - perm growth at +17% 10% 5% combined Staffing & Inhouse 0% businesses -5% - up 10% YoY ABU Market Randstad Professionals - up 17% (above the market) performance the Netherlands - annu
Slide 11: France: growth picked up through 2015
France: growth picked up through 2015 performance Vs. market (Prism)- quarterly revenue up 4% YoY (2014: -/- 4%) 12% - combined Staffing & Inhouse at +4% YoY 8% - Professionals at +4% YoY 4% - perm grew 17% 0% -4% -8% EBITA margin at 5.2% vs. 5.3% last year -12% Q1'14 Q2'14 Q3'14 Q4'14 Q1'15 Q2'15 Q
Slide 12: Germany: improving profitability trend
Germany: improving profitability trend EBITA margin performance Germany - quarterly revenue growth flat YoY (2014: +4%) 600 7% - perm growth of +28% 6% 500 5% 400 4% gross profit up 2% 300 3% - SME outgrowing large clients 200 2% Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 EBITA margin at 4.9% vs. 4.4%
Slide 13: Other countries: strong growth continues
other countries: strong growth continues revenue breakdown by geographical areas Belgium at +5% 9% North America - market leader 8% 24% NL - record profitability France 5% Germany 6% Belgium Iberia + 10% Iberia 7% 16% - market leader UK - strong growth on improving margins RoE 10% RoW 15% UK flat Yo
Slide 14: Strategic roadmap – 2015 progress
strategic roadmap – 2015 progress driven by best people, strong concepts, excellent execution and superior brands shape the world of work • optimal workforces for clients • the best jobs for candidates M&A goals grow to 5-6% EBITA Tech • profitable growth • improve margin • increase productivity Tal
Slide 15: Margin ambition
margin ambition required scenario 15 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 16: Review 2015: financial results
review 2015 financial results 16 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 17: Income statement 2015
income statement 2015 € million FY ’15 FY ’14 % Org. revenue 19,219 17,250 +6% gross profit 3,595 3,180 +7% gross margin 18.7% 18.4% operating expenses* 2,733 2,474 +4% opex margin 14.2% 14.3% EBITA* 862 706 +16% EBITA margin* 4.5% 4.1% integration costs & one-offs 30 45 reported EBITA 832 661 amort
Slide 18: Performance by revenue category
performance by revenue category Staffing FY 2015 FY 2014 *% organic focus on delivery models – in € M central delivery revenue 11,186 10,203 6% FTE investments in growth markets EBITA 515 421 17% EBITA margin 4.6% 4.1% Inhouse FY 2015 FY 2014 *% organic continued transfer of clients in € M from Staf
Slide 19: Gross margin bridge
gross margin bridge YoY gross margin development + 0.1% + 0.2% -/- 0.0% 18.7% 18.4% temp margin stable, however price pressure perm fees were 10.6% of GP (up from 9.8% LY) evident in a number of markets - organic growth of 14% YoY continued focus on client profitability and client delivery 19 March
Slide 20: Operating expenses bridge
operating expenses bridge YoY OPEX development in € M -/-45.4 -/-15.4 -/-1.2 -/-53.5 -/- 142.7 2,732.6 -/-0.4 2,474.0 adverse FX impact…relative weakness of the Euro FTE growth in North American and European growth markets continued focus on cost control continued investment in emerging markets 20 M
Slide 21: Net debt down 59% YoY
net debt down 59% YoY leverage ratio at 0.2 € million December 31, 2015 December 31, 2014 goodwill and intangible assets 2,649 2,597 operating working capital 621 488 net tax assets 517 527 other assets and liabilities 248 123 invested capital 4,035 3,735 equity 3,862 3,313 net debt 173 422 invested
Slide 22: 2015 free cash flow up to €499 M
2015 free cash flow up to € 499 M € million FY ’15 FY ’14 EBITDA 897 726 change in OWC -/- 122 9 income taxes -/- 105 -/- 117 Provisions & employee benefit obl. -/- 32 7 net additions in PPE and software -/- 63 -/- 63 other items -/- 71 -/- 67 financial receivables -/- 4 -/- 7 free cash flow 499 488
Slide 23: Solid free cash flow & conservative leverage ratio
solid free cash flow & conservative leverage ratio 800 3,00 700 2,50 600 2,00 500 400 1,50 strategic target 300 1,00 200 0,50 100 0 0,00 2008 2009 * 2010 2011 2012 2013 * 2014 2015 Free Cash Flow (€M) Leverage Ratio free cash flow of € 499 M vs. € 488 M LY; growth has led to an increase of working c
Slide 24: 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 25: Dividend policy 2015
dividend policy 2015 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-% - cash dividend when financial position allows otherwise reverting to optional dividend: - leverage ratio < 2.0x: opt
Slide 26: Dividend proposal: a record high
dividend proposal: a record high proposed dividend payment over 2015 - payment of € 1.68 per ordinary share (+30% YoY) - payout of 50% of adjusted net profit, reflecting strong financial position - full cash dividend 1,80 Dividend (Cents per share) 1,60 1,40 1,20 1,00 0,80 0,60 0,40 0,20 0,00 26 Mar
Slide 27: Dividend process and timeline in 2016
dividend process and timeline in 2016 March 31, 2016: approval shareholders in AGM 2016 April 4, 2016: ex-dividend date April 5, 2016: record date April 7, 2016: payment of cash dividend 27 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 28: Continuity agreement with founder Frits Goldschmeding strengthened
continuity agreement with founder Frits Goldschmeding strengthened continuity agreement signed with founder Frits Goldschmeding (Randstad Beheer) replaces previous agreement from 2007 new agreement relates to the creation of a future-proof structure, independent on the life and involvement of indivi
Slide 29: Sustainability
sustainability 2 integral part of our strategy progress 2015: - materiality analysis conducted to validate and update our sustainability framework - internal review on environmental reporting: increase in coverage; global CO2 footprint - returned to Dow Jones Sustainability Index - co-creation Europ
Slide 30: Some specific questions
some specific questions working conditions clients - standard procedure to check Health & Safety at clients - part of Key Control Framework - Randstad employees are trained in the Randstad core values, business principles and the misconduct reporting procedure fair wage candidates - global HR servic
Slide 31: Some specific questions
some specific questions 2 continue to lead on integrated reporting - value creation at the heart of our governance, performance and strategy - enhancement of sustainability framework and reporting - main risks included in annual report (strategic, operational, financial & reporting and compliance ri
Slide 32: 2. Review 2015: Q&A
2. review 2015 Q&A 32 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 33: 2. Review 2015: remuneration policy
2. review 2015 2b. application of the remuneration policy in 2015: - last update remuneration policy approved by the AGM in 2013 - remuneration 2015 in line with approved policy - extensive remuneration report 2015 on corporate website 33 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 34: 2. Review 2015: adopt financial statements
2. review 2015 2c. proposal to adopt the financial statements 2015 34 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 35: 2. Review 2015: reserves and dividend policy
2. review 2015 2d. explanation of the policy on reserves and dividends 35 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 36: Dividend policy 2015
dividend policy 2015 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-% - cash dividend if financial position allows otherwise reverting to optional dividend: - leverage ratio < 2.0x: optio
Slide 37: 2. Review 2015: determine the dividend
2. review 2015 2e. proposal to determine the dividend over the financial year 2015 Dividend on ordinary shares: € 1.68 per share • cash dividend Dividend on preference shares B and C: € 12.6M 37 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 38: Dividend process and timeline in 2016
dividend process and timeline in 2016 March 31, 2016: approval shareholders in AGM 2016 April 4, 2016: ex-dividend date April 5, 2016: record date April 7, 2016: payment of cash dividend 38 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 39: Agenda
agenda •1. opening •2. review 2015 •3. discharge of liability •4. composition executive board •5. composition supervisory board •6. shares •7. other corporate affairs •8. external auditor •9. any other business •10. closing 39 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 40: 3. Discharge of liability (executive board)
3. discharge of liability 3a. discharge of liability of the members of the executive board for the management 40 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 41: 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 41 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 42: Agenda
agenda •1. opening •2. review 2015 •3. discharge of liability •4. composition executive board •5. composition supervisory board •6. shares •7. other corporate affairs •8. external auditor •9. any other business •10. closing 42 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 43: 4. Composition executive board: reappoint Linda Galipeau
4. composition executive board 4a. Proposal to reappoint Linda Galipeau as member of the executive board • Canadian national • joined Randstad in 1995 • member of the executive board since 2012 • reappointment for a period of 4 years (2019) • responsible for operations in North America and United Ki
Slide 44: 4. Composition executive board: François Béharel
4. composition executive board 4b. Proposal to appoint François Béharel as member of the executive board • French national • joined Randstad following acquisition of Vedior • member of the executive board since 2013 • reappointment for a period of 4 years (2019) • responsible France, Spain, Belgium
Slide 45: Agenda
agenda •1. opening •2. review 2015 •3. discharge of liability •4. composition executive board •5. composition supervisory board •6. shares •7. other corporate affairs •8. external auditor •9. any other business •10. closing 45 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 46: 5. Composition supervisory board: Henri Giscard d'Estaing
5. composition supervisory board 5a. Proposal to appoint Henri Giscard d’Estaing as member of the supervisory board • French national • member of supervisory board since 2008 following acquisition of Vedior • reappointment for a period of 4 years • member of strategy committee 46 March 31, 2016 Annu
Slide 47: 5. Composition supervisory board: Wout Dekker
5. composition supervisory board 5b. Proposal to appoint Wout Dekker as member of the supervisory board • Dutch national • member of supervisory board since 2012 • reappointment for a period of 4 years • chairman of the supervisory board, member of the Audit Committee, chair (nomination) of the Remu
Slide 48: Agenda
agenda •1. opening •2. review 2015 •3. discharge of liability •4. composition executive board •5. composition supervisory board •6. shares •7. other corporate affairs •8. external auditor •9. any other business •10. closing 48 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 49: 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 (September 30, 2017) • approval by the supervisory board • yearly allocation of performance shares and options not more than 1% • yearly maximum authorization of 3% of the issued c
Slide 50: 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 (September 30, 2017) • approval by the supervisory board • yearly maximum authorization of 3% of the issued capital 50 March 31,
Slide 51: 6. Shares: authority to repurchase shares
6. shares 6c. 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 (September 30, 2017) • ordinary shares may be acquired for a price
Slide 52: 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 capital dilution of existing shareholders anti-dilution clause on preference shares event
Slide 53: 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 54: 6. Shares: cancel repurchased shares
6. shares 6d. proposal to cancel repurchased ordinary shares • cancel ordinary shares up to a maximum of 10% of the issued share capital of ordinary shares. • valid for a period of 18 months (September 30, 2017) • date(s) for cancellation to be determined by the executive board taking into account a
Slide 55: Agenda
agenda •1. opening •2. review 2015 •3. discharge of liability •4. composition executive board •5. composition supervisory board •6. shares •7. other corporate affairs •8. external auditor •9. any other business •10. closing 55 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 56: 7. Other corporate affairs: preference shares foundation board
7. other corporate affairs 7. Proposal to reappoint Sjoerd van Keulen as board member of Stichting Administratiekantoor Preferente Aandelen Randstad Holding • Dutch national • member of the board of the Foundation since 2012 • reappointment for a period of 4 years • fully independent of Randstad 56
Slide 57: Agenda
agenda •1. opening •2. review 2015 •3. discharge of liability •4. composition executive board •5. composition supervisory board •6. shares •7. other corporate affairs •8. external auditor •9. any other business •10. closing 57 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 58: 8. External auditor
8. external auditor 8. Proposal to reappoint Deloitte Accountants BV as external auditor for the financial year 2017 • initial appointment at the AGM in 2014 for the 2015 financial year • 2015 first year of acting as external audit 58 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 59: Agenda
agenda •1. opening •2. review 2015 •3. discharge of liability •4. composition executive board •5. composition supervisory board •6. shares •7. other corporate affairs •8. external auditor •9. any other business •10. closing 59 March 31, 2016 Annual General Meeting of Shareholders 2016
Slide 60: Agenda
agenda •1. opening •2. review 2015 •3. discharge of liability •4. composition executive board •5. composition supervisory board •6. shares •7. other corporate affairs •8. external auditor •9. any other business •10. closing 60 March 31, 2016 Annual General Meeting of Shareholders 2016