Randstad Nv · EURONEXT:RAND

Randstad Nv — Shareholder Meeting (June 2020)

57 slides from Randstad Nv's shareholder meeting presentation, Jun 18, 2020

  1. Slide 1: Annual general meeting of shareholders

    annual general meeting of shareholders. Randstad N.V. June 18, 2020

  2. 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 a

  3. Slide 3: 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 2019 | 3

  4. Slide 4: 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 2019 | 4

  5. Slide 5: Performance moving forward

    performance moving forward. © Randstad 2019 | 5

  6. Slide 6: Our purpose is to support people and organizations in realizing their true potential

    our purpose is to support people and organizations in realizing their true potential. | 6

  7. Slide 7: Covid-19 response - health and safety first

    Covid-19 response - health and safety first. Covid-19 update managing the cycle Q1 2020 health and safety first strong balance sheet organic growth -7% seamless transition to WFH instant cost measures exit rate mid-March c. -30% ‘safely back to work’ alliance protecting employment EBITA € 162m, 3.0%

  8. Slide 8: FY 2019: performing today, preparing for tomorrow

    FY 2019: performing today, preparing for tomorrow. FY 2019 FY key financials growth drivers achievements resilient portfolio paying off organic growth -1.7% ROW up 9% EBITA margin protection EBITA € 1,094m successful digital progress record high FCF: € 915m EBITA margin 4.6% leading enterprise strat

  9. Slide 9: Regional split: diversified portfolio paying off

    regional split: diversified portfolio paying off © Randstad 2019 | 9

  10. Slide 10: Improving our competitive position

    improving our competitive position. our road to leadership quality of results inhouse growth driver revenue in € bn © Randstad 2019 | | 10

  11. Slide 11: Organic revenue growth in key markets

    organic revenue growth in key markets Europe decreased 3%, NAM flat, RoW rose 9% © Randstad 2019 | 11

  12. Slide 12: Split by geographical area, FY 2019

    split by geographical area, FY 2019. FY 2019: revenue € 23,676 million FY 2019: EBITA € 1,094 million © Randstad 2020 | 12

  13. Slide 13: Our ultimate goal

    our ultimate goal by 2030, we will touch the work lives of 500 million people worldwide. our Human Forward promises our winning capabilities our strategic priorities 1. transparency our 38,000 employees are rewriting the industry across To realize our ultimate goal we need to accelerate, Clients get

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  15. Slide 15: Creating focus through our strategic priorities

    creating focus through our strategic priorities. To realize our ultimate goal we need to accelerate, scale, innovate, be more proactive and make more matches. reposition our be recognized as a grow faster in Innovation Fund Top 100 Brand North America and Japan drive enterprise create largest talent

  16. Slide 16: Key competitive differentiators

    key competitive differentiators. differentiating long-term strategy • clear strategic priorities, monetizing data towards clients and talents • digital transformation progressing well • gearing for accelerated growth with attractive shareholder returns © Randstad 2019 | 16

  17. Slide 17: Our core values guide us in how we work

    our core values guide us in how we work. Our values shape our culture. They help us to trust develop, grow and better serve our clients, We are respectful. We value our relationships candidates and other stakeholders. and treat people well. to know striving for perfection We are experts. We know our

  18. Slide 18: Our required behavior

    our required behavior. • tone at the top • transparency • clear and open communication • focus on integrity • good governance © Randstad 2019 | 18

  19. Slide 19: Sustainability - an integral part of our strategy

    sustainability - an integral part of our strategy progress 2019: - for the 5th time in a row included in the Dow Jones Sustainability Index - publication of human rights policy https://www.randstad.com/ugc/documents/Policies/2019May27_Human%20Rights%20policy.pdf - Executive Board’s LTI 2019-2021 per

  20. Slide 20: 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 client’s performance - unfortunately we had to report an increase in fatalities among our

  21. Slide 21: Some specific questions

    some specific questions ● diversity & inclusion - business programs on fostering inclusive employment that contribute to our ultimate goal and the SDGs - diversity & inclusion policy - analysis of equal pay for men and women has been done and can be publicly reported next year |

  22. Slide 22: Financial results & outlook

    financial results & outlook. © Randstad 2019 | 22

  23. Slide 23: FY 2019 record high FCF, EBITA margin protected

    FY 2019 record high FCF, EBITA margin protected. FY performance FY key financials € million FY ’19 FY ’18 % org. revenue 23,676 23,812 (2)% gross profit 4,726 4,703 (1)% gross margin 20.0% 19.8% operating expenses* 3,632 3,572 0% • organic revenue growth -2% opex % 15.3% 15.0% EBITA* 1,094 1,131 (5)

  24. Slide 24: FY 2019 continued sound pricing drives gross margin

    FY 2019 continued sound pricing drives gross margin. FY gross margin development YoY FY key financials • temp margin impact +20bp • perm fees stable YoY, +10bp impact on gross margin • HRS/other impact -10bp © Randstad 2019 | 24

  25. Slide 25: Balanced cost management in FY 2019

    balanced cost management in FY 2019. FY YoY opex bridge FY cost management • organic opex stable YoY, personnel expenses -1% YoY • selective investments in growth areas, digital/IT spend up • cost optimization program of € 120m launched © Randstad 2019 | 25

  26. Slide 26: Record free cash flow and strong balance sheet

    record free cash flow and strong balance sheet improved free cash flow YoY strong balance sheet • FY FCF € 915m (+46% vs. FY 2018) • net debt € 1,377m (down € 263m vs. LY) including lease liabilities (IFRS 16) • strong FY working capital improvement • leverage ratio pre IFRS 16: 0.7 (Q4 2018: • high

  27. Slide 27: Transparent capital allocation strategy

    transparent capital allocation strategy. organic growth investments cash dividend policy with payout 40 – 50% of earnings; barring: floor cash dividend of € 1.62 per share 1. seriously adverse economic conditions 2. material strategic changes to the sector 3. a material deterioration in our solvency

  28. Slide 28: 2. Review 2019 Q&A

    2. review 2019 Q&A © Randstad 2019 | 28

  29. Slide 29: 2b. Remuneration report 2019

    2. review 2019 2b. remuneration report 2019 • advisory vote by shareholders • last update of the remuneration policy approved in 2017 • remuneration 2019 in line with approved policy • remuneration report on pages 115 - 127 of the annual report 2019 © Randstad 2019 | 29

  30. Slide 30: 2c. Proposal to amend the articles of association

    2. review 2019 2c. proposal to amend the articles of association • main reason is to set the dividend on the preference B shares at 2.00% for the period November 18, 2019 - November 17, 2026. • several minor adjustments as clarified in the explanatory notes. © Randstad 2019 | 30

  31. Slide 31: 2d. Proposal to adopt the financial statements 2019

    2. review 2019 2d. proposal to adopt the financial statements 2019 © Randstad 2019 | 31

  32. Slide 32: 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

  33. Slide 33: Overview of Deloitte audit

    overview of Deloitte audit. © Randstad 2019 | 33

  34. Slide 34: 2e. Explanation of the policy on reserves and dividends

    2. review 2019 2e. explanation of the policy on reserves and dividends © Randstad 2019 | 34

  35. Slide 35: Transparent capital allocation strategy

    transparent capital allocation strategy. organic growth investments cash dividend policy with payout 40 – 50% of earnings; barring: floor cash dividend of € 1.62 per share 1. seriously adverse economic conditions 2. material strategic changes to the sector 3. a material deterioration in our solvency

  36. Slide 36: 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 2019 | 36

  37. Slide 37: 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 2019 | 37

  38. Slide 38: 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 2019 | 38

  39. 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 2019 | 39

  40. Slide 40: 4a. Remuneration policy of the executive board

    4. remuneration policies 4a. proposal to adopt the remuneration policy of the executive board • last update of the remuneration policy approved in 2017 • no material change of approved policy • brought in line with new statutory requirements © Randstad 2019 | 40

  41. Slide 41: 4b. Remuneration policy of the supervisory board

    4. remuneration policies 4b. proposal to adopt the remuneration policy of the supervisory board • current remuneration (policy) approved in 2012 • no change of approved remuneration • brought in line with new statutory requirements © Randstad 2019 | 41

  42. 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 2019 | 42

  43. Slide 43: 5. Appoint René Steenvoorden to the executive board

    5. composition executive board 5. proposal to appoint René Steenvoorden as member of the executive board • Dutch national • proven track record as CDO in Randstad since 2016 • will be responsible for global digital, IT and marketing • appointment for a period of 4 years • remuneration in line with r

  44. Slide 44: 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 2019 | 44

  45. Slide 45: 6a. Appoint Hélène Auriol Potier to the supervisory board

    6. composition supervisory board 6a. proposal to appoint Hélène Auriol Potier as member of the supervisory board • French national • strong international track record in the digital technologies and telecommunications industry • currently executive vice president international at Orange Business Ser

  46. Slide 46: 6b. Reappoint Wout Dekker to the supervisory board

    6. composition supervisory board 6b. proposal to reappoint Wout Dekker as member of the supervisory board • Dutch national • member of the supervisory board since 2012 • chairman of the supervisory board since 2015 • chair of the governance & nomination committee • member of the audit committee and

  47. Slide 47: 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 2019 | 47

  48. Slide 48: 7a. Authority to issue shares

    7. shares 7a. proposal to extend the authority of the executive board 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 © Randstad 2

  49. Slide 49: 7b. Authorize repurchase of shares

    7. shares 7b. 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 2019 49

  50. Slide 50: 7c. Cancel repurchased shares

    7. shares 7c. proposal to cancel repurchased shares • valid for a period of 18 months • maximum of 10% of the issued share capital © Randstad 2019 50

  51. Slide 51: 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 2019 | 51

  52. Slide 52: 8. Reappointment Sjoerd van Keulen

    8. reappointment sjoerd van keulen • board member of Stichting Administratiekantoor Preferente Aandelen Randstad • Dutch national • reappointment for a period of 2 years © Randstad 2019 52

  53. 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 2019 | 53

  54. Slide 54: 9. External auditor

    9. external auditor 9. proposal to reappoint Deloitte Accountants bv as external auditor for the financial year 2021 © Randstad 2019 54

  55. 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 2019 | 55

  56. 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 2019 | 56

  57. Slide 57: Human forward

    eaese human forward. MW

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