Randstad Nv · EURONEXT:RAND
Randstad Nv — Shareholder Meeting (March 2010)
44 slides from Randstad Nv's shareholder meeting presentation, Mar 25, 2010
Slide 1: Annual general meeting of shareholders 2010
annual general meeting of shareholders 2010 Executive Board & Supervisory Board Randstad Holding nv 25 March 2010
Slide 2: Disclaimer
disclaimer Certain statements in this document comprise forecasts on Randstad Holding’s future financial condition and results from operations and certain plans and goals. By their nature, such forecasts generate risk and uncertainty because they concern events in the future and depend on circumstan
Slide 3: Structure of presentation
structure of presentation • in 2008 Vedior was consolidated as of May 16th • in this presentation we focus, from revenue up until EBITA, on the pro forma figures as if both companies had been combined as of 1 January 2008. - best reflection of underlying operational performance - adjusted for integr
Slide 4: Agenda
agenda 1 opening 2a report of the Executive Board and preceding advice of the Supervisory Board for the financial year 2009 2b proposal to adopt the 2009 financial statements 2c explanation of policy on reserves and dividends 2d proposal to determine the dividend over the financial year 2009 2e corp
Slide 5: 2a. Report of the Executive Board: Strategy and operational performance
2a. report of the Executive Board and preceding advice of the Supervisory Board for the financial year 2009 Strategy and operational performance Ben Noteboom Chairman of the Executive Board and CEO 5 annual general meeting of shareholders - 25 March 2010
Slide 6: Growth drivers & strategy
growth drivers & strategy 66 annual general meeting of shareholders - 25 March 2010
Slide 7: €200 billion market
€ 200 billion market executive search: € 6.5 billion revenue (top-level head hunting) professionals & recruitment: € 45 billion Randstad € 2.5 billion revenue staffing: € 150 billion Randstad € 9.9 billion revenue No. 2 worldwide; € 12.4 billion revenue in 2009 Structural growth market 6% global mar
Slide 8: Revenue split 2009
revenue split 2009 geographies segments 5% 5% 12% 24% 20% 5% 6% 65% 11% 6% 22% 10% 11% staffing Netherlands* France Germany* inhouse Belgium/Lux* UK Iberia professionals Rest of Europe North-America Rest of World hr solutions * Randstad market leader 8 annual general meeting of shareholders - 25 Mar
Slide 9: Outlets, employees working & corporate employees 2009
outlets, employees working & corporate employees 2009 average Q4 outlets* employees corporate working employees France 988 79,500 4,000 Netherlands 754 92,200 5,610 Germany 428 42,000 2,320 Belgium/Lux 329 41,100 2,050 UK 292 20,800 2,110 Iberia 265 52,300 1,500 Rest of Europe 340 29,400 1,460 North
Slide 10: FY 2009: good operational performance in a very difficult economic environment
FY 2009: good operational performance in a very difficult economical environment • revenue down € 4.6 billion to € 12,400 (-27% YoY) - on average 145,000 staffing employees less YoY - no loss of any strategic clients - many new clients due to combined offering with Vedior • increasing pressure on gr
Slide 11: Revenue development
revenue development 30% market growth figures YoY 20% 10% • main markets passed 0% the trough -10% -20% • staffing markets -30% -40% improving Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2007 2008 2009 • professionals markets NL France Germany Belgium UK N-America 0% Randstad growth* figures YoY on average recoverin
Slide 12: Market share development 2009
market share development 2009 market Randstad market Randstad variance growth FY* Group FY growth Q4 Group Q4 Q4 the Netherlands -21% -21% -21% -21% 0% France -26% -31% -14% -19% -5% Germany -30% -30% -20% -18% 2% United States** -24% -26% -12% -11% 1% Belgium -22% -24% -14% -16% -2% UK -26% -26% -1
Slide 13: FY 2009: timely adaption of cost structure
FY 2009: timely adaption of cost structure adjustment corporate FTE vs. development employees working Randstad performance: YoY development 120 10% 110 5% 100 0% -5% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 90 2008 2009 -10% 80 -15% -20% 70 -25% 60 -30% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 -35% 2007 2008 2009 corpora
Slide 14: Integration Vedior: achievements so far
integration Vedior: achievements so far strong concepts best people - staffing integration completed - talent review in place - professionals best practices defined - global People Survey and integration ahead of plan - share incentive programs aligned - further roll-out inhouse concept - management
Slide 15: Extracting the value of the new Randstad
extracting the value of the new Randstad • continue copy & paste best practices - proven track record in general staffing, specialties and inhouse services - extend copy & paste into our professionals segment • inhouse services offering significant early potential as economies recover - at least 15%
Slide 16: 2a. Report of the Executive Board: Financial information
2a. report of the Executive Board and preceding advice of the Supervisory Board for the financial year 2009 Financial information Robert-Jan van de Kraats Vice-chairman of the Executive Board and CFO 16 annual general meeting of shareholders - 25 March 2010
Slide 17: FY 2009: good financial performance in a very difficult economic environment
FY 2009: good financial performance in a very difficult economical environment • satisfied with managing through the cycle • timely adaption of cost structure • net debt reduced by € 626 million YoY - leverage ratio at 2.5, safely below bank covenant of max. 3.5 - successful cash flow management (wo
Slide 18: Income statement 2009
income statement 2009 € million 2009 2008 % change % organic revenue 12,400 16,992 -27% -26% gross profit 2,414 3,540 -32% -31% gross m argin 19.5% 20.8% operating expenses* 2,099 2,706 -22% -22% opex as % of revenue 16.9% 15.9% EBITA** 316 834 -62% -60% EBI TA m argin 2.5% 4.9% income before taxes
Slide 19: Tax example based on FY 2009 EBITA
tax example based on FY 2009 EBITA € million underlying amortization one-offs reported tax rate tax rate tax rate tax rate 20% 31% 43% -/-52% EBITA 316 316 integration costs & one-offs -64 -64 amortization -159 -159 financial charges & associates -49 -49 profit before tax 267 -159 -64 44 tax -53 49
Slide 20: Consolidated balance sheet
consolidated balance sheet € million December 31, 2009 December 31, 2008 property, plant & equipment 151 191 intangible assets 3,158 3,315 deferred tax assets 465 422 other assets 2,684 3,795 group equity 2,493 2,421 non-current liabilities 1,865 2,937 current liabilities 2,100 2,365 balance sheet t
Slide 21: Consolidated cash flow statement
consolidated cash flow statement € million 2009 2008 cash flow from operations before OWC 434 565 release / (usage) of OWC 309 195 additions of PPE -/-34 -/-58 additions of software -/-15 -/-34 financial receivables -/-6 -/-20 dividend - 9 disposals of PPE 10 15 free cash flow 698 673 € million 2009
Slide 22: Debt facilities & repayment schedule
debt facilities & repayment schedule repayment schedule 1400 revolver term cash Dec 09 1200 1000 € x million 800 135 600 610 400 million 200 270 135 135 135 135 135 135 135 0 0 9 0 1 0 1 1 1 2 1 2 3 09 v- -1 v- -1 v- -1 v- -1 n o a y n o a y n o a y n o a y D ec m m m m h c as • covenant; net debt/E
Slide 23: IT strategy
IT strategy Randstad preferred model for organizing IT on a country by country basis: - regulation very different between countries - operational process largely takes place within a country - synergies are realized by applying best practice based processes therefore our (IT) strategy: - stimulates
Slide 24: Risk management
risk management priorities: • managing through the cycle - focus on revenue, gross margin and operating expenses • successful integration of Vedior • strong financial position and liquidity - focus on net debt, bank covenant, interest and working capital • compliance with relevant rules and regulati
Slide 25: Corporate sustainability at the core of our business
corporate sustainability at the core of our business • since our beginnings Randstad has been playing a central role in society growth model - finding suitable jobs for as many people as possible - engage stakeholders and share information to take the HR services market to a higher level • in order
Slide 26: 2c. Explanation of policy on reserves and dividends
2c. explanation of policy on reserves and dividends conditions to re-instate payment of ordinary dividends: • capital structure must allow for it • aim for leverage ratio < 2 in order to be perceived investment grade - Q4 2009: leverage ratio is 2.5x • confidence in current trends and outlook - reco
Slide 27: 2c. Explanation of policy on reserves and dividends
2c. explanation of policy on reserves and dividends proposal to pay dividend of € 0.284 per cumulative preference share B (2008 € 0.284) • relatively low amount (€ 7.2 million) • cumulative character 27 annual general meeting of shareholders - 25 March 2010
Slide 28: 2d. Proposal to determine the dividend over the financial year 2009
2d. proposal to determine the dividend over the financial year 2009 dividend proposal: • no dividend on ordinary shares (2008: 0.00) • € 0.284 on cumulative preferred shares (2008: € 0.284) • add remaining net profit of € 61 million to the reserves 28 annual general meeting of shareholders - 25 Marc
Slide 29: Board remuneration
board remuneration Executive Board • remuneration policy approved by AGM in 2007 • no changes despite different profile of Randstad • no increase base salaries Executive Board since 1 January 2008 • pay-out limited annual bonus 2009 delayed until dividend reinstalled Supervisory Board • remuneration
Slide 30: Q&A
2a. report of the Executive Board and preceding advice of the Supervisory Board for the financial year 2009 Q&A 30 annual general meeting of shareholders - 25 March 2010
Slide 31: 2b. Proposal to adopt the 2009 financial statements
2b. proposal to adopt the 2009 financial statements • it is proposed to adopt the 2009 financial statements 31 annual general meeting of shareholders - 25 March 2010
Slide 32: 2c. Explanation of policy on reserves and dividends
2c. explanation of policy on reserves and dividends conditions to re-instate payment of ordinary dividends: • capital structure must allow for it • aim for leverage ratio < 2 in order to be perceived investment grade - Q4 2009: leverage ratio is 2.5x • confidence in current trends and outlook - reco
Slide 33: 2c. Explanation of policy on reserves and dividends
2c. explanation of policy on reserves and dividends proposal to pay dividend of € 0.284 per cumulative preference share B (2008 € 0.284) • relatively low amount (€ 7.2 million) • cumulative character 33 annual general meeting of shareholders - 25 March 2010
Slide 34: 2d. Proposal to determine the dividend over the financial year 2009
2d. proposal to determine the dividend over the financial year 2009 dividend proposal: • no dividend on ordinary shares (2008: 0.00) • € 0.284 on cumulative preferred shares (2008: € 0.284) • add remaining net profit of € 61 million to the reserves 34 annual general meeting of shareholders - 25 Marc
Slide 35: 2e. Corporate governance
2e. corporate governance discussion point: corporate governance • pages 49 - 61 annual report 2009 • structure en application of best practices • focus on integrity, transparency and open communication • good corporate governance and adequate supervision are prerequisites for trust 35 annual general
Slide 36: 3a. Discharge of liability of the Executive Board
3a. discharge of liability of the members of the Executive Board for the management 36 annual general meeting of shareholders - 25 March 2010
Slide 37: 3b. Discharge of liability of the Supervisory Board
3b. discharge of liability of the members of the Supervisory Board for the supervision of the management 37 annual general meeting of shareholders - 25 March 2010
Slide 38: 4a. Proposal to reappoint Mr. Van Wijk to the Supervisory Board
4a. proposal to reappoint Mr. Van Wijk as member of the Supervisory Board • Dutch nationality • member of the Board since 2002 • reappointment for a period of 4 years (2014) • third and last term of 4 years 38 annual general meeting of shareholders - 25 March 2010
Slide 39: 4a. Proposal to reappoint Ms. Kampouri Monnas to the Supervisory Board
4a. proposal to reappoint Ms. Kampouri Monnas as member of the Supervisory Board • Greek nationality • member of the Board since 2006 • reappointment for a period of 4 years (2014) • second term of 4 years 39 annual general meeting of shareholders - 25 March 2010
Slide 40: 5a. Proposal to extend the authority to issue shares
5a. proposal to extend the authority of the Executive Board to issue shares background: • valid for a period of 18 months (September 25, 2011) • approval by the Supervisory Board • actual yearly allocation of performance shares and options not more than 1% • yearly maximum authorisation of 3% of the
Slide 41: 5b. Proposal to restrict or exclude pre-emptive rights
5b. proposal to extend the authority of the Executive Board to restrict or exclude the pre-emptive right to any issue of shares background: • valid for a period of 18 months (September 25, 2011) • approval by the Supervisory Board • yearly maximum authorisation of 3% of the issued capital in the for
Slide 42: 5c. Proposal to approve performance-related remuneration
5c. proposal to approve the performance-related remuneration of the Executive Board in performance shares and performance share options background: • remuneration policy adopted by the AGM on May 8, 2007 • approval performance shares and performance options for the Executive Board for a period of 3
Slide 43: 6. Any other business
6. any other business 43 annual general meeting of shareholders - 25 March 2010
Slide 44: 7. Closing
7. closing 44 annual general meeting of shareholders - 25 March 2010