Randstad Nv · EURONEXT:RAND
Randstad Nv — Shareholder Meeting (March 2013)
62 slides from Randstad Nv's shareholder meeting presentation, Mar 28, 2013
Slide 1: Annual general meeting of shareholders 2013
annual general meeting of shareholders 2013 supervisory board executive board Randstad Holding nv March 28, 2013
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 2012 3. discharge of liability 4. shares 5. remuneration 6.- 7. other corporate affairs 8. any other business 9.closing 3 March 28, 2013 annual general meeting of shareholders 2013
Slide 4: Agenda
agenda 1. opening 2. review 2012 3. discharge of liability 4. shares 5. remuneration 6.- 7. other corporate affairs 8. any other business 9.closing 4 March 28, 2013 annual general meeting of shareholders 2013
Slide 5: Strategy and operational performance
strategy and operational performance Ben Noteboom CEO and chairman of the executive board 5 March 28, 2013 annual general meeting of shareholders 2013
Slide 6: FY 2012: focus on key priorities
FY 2012: focus on key priorities divergent growth trends across regions: - growth in North America, Asia, Latin America, and Japan - gradual decline in Europe focus on key priorities: - profitability over market share: - mainly visible in US, Poland, France, UK, and Belgium - focus on costs: - align
Slide 7: Helping people to work
helping people to work staffing employees corporate employees averages 2012 2011 2012 2011 North America 105,900 73,900 6,370 4,210 France 83,400 92,700 3,880 3,950 the Netherlands 85,400 88,300 4,730 5,180 Germany 50,600 56,000 2,770 2,970 Belgium/Lux. 42,300 46,500 2,020 2,120 United Kingdom 20,40
Slide 8: €300 billion market
€ 300 billion market executive search: € 10 billion revenue (top-level head hunting) professionals & recruitment: € 85 billion Randstad € 3.5 billion revenue staffing: € 205 billion Randstad € 13.6 billion revenue Randstad; € 17.1 billion revenue in 2012 Structural growth market 6% global market sha
Slide 9: Growth drivers & strategy: updated targets
growth drivers & strategy: updated targets 99 March 28, 2013 annual general meeting of shareholders 2013
Slide 10: Focus on client profitability & diversification of portfolio
focus on client profitability & diversification of portfolio HR Solutions now 9.0% of Group gross profit (7.6% in 2011) ensuring the right delivery model - transfer from Staffing to Inhouse focus on SME and specialties increase share perm in Staffing and Professionals capturing profitable growth in
Slide 11: Divergent trends continued
divergent trends continued YoY Randstad growth development 30% 20% 10% 0% -10% -20% -30% -40% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2009 2009 2009 2009 2010 2010 2010 2010 2011 2011 2011 2011 2012 2012 2012 2012 Group Europe North America Rest of World continued growth in Japan, slowdown i
Slide 12: Growth trends in 2012
growth trends in 2012 organic growth (in %) € million Q1 Q2 Q3 Q4 2012 North America 8 7 4 0 5 France (5) (3) (11) (14) (8) Netherlands (2) (1) (3) (3) (2) Germany 3 (2) (5) (9) (4) Belgium/Lux. (6) (6) (7) (8) (7) United Kingdom (9) (8) (9) (7) (9) Iberia (8) (10) (12) (13) (11) Other Europe (3) (6
Slide 13: Segment performance
segment performance Staffing in € M 2012 2011 % organic continued growth in North America, revenue 10,566.0 10,550.2 -7 led by admin, perm and HRS good growth in RoW EBITA 352.7 407.8 -15 stable slowdown across Europe, EBITA margin 3.3% 3.9% mainly driven by industrial segments strong profitability
Slide 14: Revenue split FY 2012
revenue split FY 2012 geographical area revenue categories 9% North America 5% 20% 23% France 5% NL 5% Germany Belgium 8% 18% UK 18% 62% Iberia 11% RoE RoW 17% staffing inhouse professionals 14 March 28, 2013 annual general meeting of shareholders 2013
Slide 15: Cost reduction initiatives
cost reduction initiatives field steering - supported by staff turnover > 20% Q2 2012: € 648M - optimizing distribution network FX: + € 8 M synergies SFN Q3 2012: € 638M implementation restructuring programs FX: - € 10 M - overhead & head office - back-offices Q4 2012: € 616M - branch consolidation
Slide 16: EBITA breakdown by geography
EBITA breakdown by geography 2012 2011 1% 1% 3% 1% 0% 3% 5% 4% North America 16% 9% France 28% 10% NL Germany 12% Belgium 16% 15% UK 20% Iberia 21% 14% RoE RoW 25% 28% 16 March 28, 2013 annual general meeting of shareholders 2013
Slide 17: Financial performance
financial performance Robert Jan van de Kraats CFO and vice-chairman of the executive board 17 March 28, 2013 annual general meeting of shareholders 2013
Slide 18: Income statement FY 2012
income statement FY 2012 € million FY 2012 FY 2011 % Y-o-Y % organic revenue 17,087 16,225 5% -/-3% gross profit 3,102 2,957 5% -/-4% gross margin 18.2% 18.2% operating expenses* 2,539 2,357 8% -/-3% opex as % of revenue 14.9% 14.5% underlying EBITA 563 601 -/-6% -/-11% underlying EBITA margin 3.3%
Slide 19: FY 2012: financial key points
FY 2012: financial key points gradual (organic) revenue decline throughout the year productivity (GP/FTE) up 2% YoY (Q4: +5%) strong recovery ratio in HY2 2012 underlying EBITA down 6%: - strong cost control in HY2 2012 - focus on client profitability - investments in Latin America and Asia underlyi
Slide 20: Operating expenses down
operating expenses down YoY OPEX development in € M +11 -2 -5 -32 +4 +3 638 614 616 Q4 2011 FX disposals synergies SFN organic EU organic NA organic RoW organic corp. Q4 2012 in Europe costs down € 32M investing in profitable growth in NA/RoW FTE reduction of 1,780 YoY 616 branch network rationaliza
Slide 21: Net debt level reduced by €200M
net debt level reduced by € 200M €M December 31, 2012 December 31, 2011 trade and other receivables 2,871 3,109 less: trade and other payables -/- 2,343 -/- 2,478 operating working capital* 528 632 cash & cash equivalents 192 339 less: current borrowings -/- 83 -/- 39 less: ST part long-term borrowi
Slide 22: Successful focus on working capital management
successful focus on working capital management 62 8% 60 6% 58 4% 6.0% 4.5% 5.1% 56 4.3% 3.7% 3.9% 2% 3.2% 3.1% 54 0% 52 -2% OWC % of revenues 50 DSO -4% 48 -6% 46 -8% 2005 2006 2007 2008 2009 2010 2011 2012 in 2005 the use of working capital was almost twice as high as in 2012 at the same time reven
Slide 23: 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 syndicated credit facility has been
Slide 24: Refinancing process almost completed
refinancing process almost completed new financing size status uncommitted ~ € 300M available credit lines standby facilities € 275M available receivables forward-start syndicated credit € 1,420M available medium-term < 5 years facility Japanese syndicated credit ~ € 70M available facility other cre
Slide 25: Dividend policy
™- randstad Staffing | Professionals | Search & Selection | HR Solutions | Inhouse Services dividend policy
Slide 26: Our dividend policy
our dividend policy history dividend policy until 2006: 40% of net income (basic EPS) dividend policy since 2007: € 1.25 per ordinary share - payout ratio between 30% and 60% of adjusted EPS (amortization, etc) - financial position must allow for it dividend policy was designed to: - provide clarity
Slide 27: Dividend policy 2012
dividend policy 2012 1 • aiming at consistent dividend growth through the cycle • aiming at a floor in the dividend of € 1.25 per ordinary share objective • if earnings capacity and the financing policy allow for it • flexible payout ratio • indicative range: minimum payout 30% - maximum payout 60%
Slide 28: Change in our dividend policy
change in our dividend policy dividend policy maintained for 2012: - € 1.25 per ordinary share, unless payout exceeds 60% of adjusted EPS - optional dividend proposed dividend policy as of 2013: - change strategic targets - payout of 40-50% of adjusted EPS - optional dividend: - leverage ratio < 2.0
Slide 29: 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 30: 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 when financial position allows it financial position: a leverage ratio in between 0 and 2 proposal to exten
Slide 31: Sustainability
™- randstad Staffing | Professionals | Search & Selection | HR Solutions | Inhouse Services sustainability
Slide 32: Sustainability at the core of our business
sustainability at the core of our business 1 since 1960 Randstad has been playing a key role in society: finding suitable jobs for our candidates and providing flexibility and agility to our clients assisting candidates to find a job who didn’t have one before temporary work serves as a stepping sto
Slide 33: Our sustainability framework
our sustainability framework 1 integral part of our strategy 33 March 28, 2013 annual general meeting of shareholders 2013
Slide 34: Our sustainability framework
our sustainability framework 2 integral part of our strategy framework reflects our ambition and approach going forward progress 2012: - first year of sustainability reporting through the financial system - more data available to report on KPIs, examples: - number of candidate matches - internal man
Slide 35: Questions VEB & Eumedion
questions VEB & Eumedion 2 impact new pension regulations (IAS 19): - limited number of defined benefit plans across the Group - impact not material impairment testing goodwill: - goodwill allocation based on reporting segments (geographies) - revenue and profit development not in line with projecti
Slide 36: Q & A
Q&A 36 March 28, 2013 annual general meeting of shareholders 2013
Slide 37: 2. Review 2012
2. review 2012 2b. proposal to adopt the financial statements 37 March 28, 2013 annual general meeting of shareholders 2013
Slide 38: 2. Review 2012
2. review 2012 2d. proposal to determine the dividend over the financial year 2012 Dividend on ordinary shares: € 1.25 per share • optional cash dividend or stock dividend Preference shares B: € 0.271 per share 38 March 28, 2013 annual general meeting of shareholders 2013
Slide 39: Process in 2013
process in 2013 March 28, 2013: approval shareholders in AGM 2013 April 3, 2013: ex-dividend date April 5, 2013: record date Election period runs from April 8 up to and including April 19, 2013 April 19, 2013: determination stock dividend conversion rate - on the basis of the volume weighted average
Slide 40: 2. Review 2012
2. review 2012 2d. proposal to determine the dividend over the financial year 2012 Dividend on ordinary shares: € 1.25 per share • optional cash dividend or stock dividend Preference shares B: € 0.271 per share 40 March 28, 2013 annual general meeting of shareholders 2013
Slide 41: Agenda
agenda 1. opening 2. review 2012 3. discharge of liability 4. shares 5. remuneration 6.- 7. other corporate affairs 8. any other business 9.closing 41 March 28, 2013 annual general meeting of shareholders 2013
Slide 42: 3. Discharge of liability
3. discharge of liability 3a. discharge of liability of the members of the executive board for the management 42 March 28, 2013 annual general meeting of shareholders 2013
Slide 43: 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 43 March 28, 2013 annual general meeting of shareholders 2013
Slide 44: Agenda
agenda 1. opening 2. review 2012 3. discharge of liability 4. shares 5. remuneration 6.- 7. other corporate affairs 8. any other business 9.closing 44 March 28, 2013 annual general meeting of shareholders 2013
Slide 45: 4. Shares
4. shares 4a. proposal to extend the authority of the executive board to issue shares • valid for a period of 18 months (September, 2014) • approval by the supervisory board • yearly allocation of performance shares and options not more than 1% • yearly maximum authorization of 3% of the issued capi
Slide 46: 4. Shares
4. shares 4b. 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, 2014) • approval by the supervisory board • yearly maximum authorization of 3% of the issued capital (ordinary share
Slide 47: 4. Shares
4. shares 4c. proposal to extend the authority of the executive board to repurchase ordinary shares 47 March 28, 2013 annual general meeting of shareholders 2013
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 when financial position allows it financial position: a leverage ratio in between 0 and 2 repurchase shares
Slide 50: 4. Shares
4. shares 4c. proposal to extend the authority of the executive board to repurchase ordinary shares 50 March 28, 2013 annual general meeting of shareholders 2013
Slide 51: Agenda
agenda 1. opening 2. review 2012 3. discharge of liability 4. shares 5. remuneration 6.- 7. other corporate affairs 8. any other business 9.closing 51 March 28, 2013 annual general meeting of shareholders 2013
Slide 52: 5. Remuneration
5. remuneration 5a. proposal to amend the remuneration policy of the executive board 52 March 28, 2013 annual general meeting of shareholders 2013
Slide 53: Remuneration executive board
remuneration executive board remuneration policy approved by AGM in 2007 no changes despite different profile & increased size of Randstad base salaries increased moderately in line with peer group full remuneration review in 2012 proposal is update, no revolutionary changes or extensions 53 March 2
Slide 54: Remuneration proposal executive board
remuneration proposal executive board international labor market peer group: include Hays, TUI, G4S and Sodexo base salaries, including annual bonus, level at between median and 75% of international labor market peer group include AEX sanity check discontinue performance options (performance shares
Slide 55: Remuneration proposal executive board
remuneration proposal executive board LTI at target allocation: from 80% to 100% of base salary Annual cash bonus targets: current: at target 70%, max 100% of base salary - revenue or market share (12.5% threshold, 27.5% on target, 40% max) - EBITA/EPS (12.5% threshold, 27.5% on target, 40% max) - i
Slide 56: 5. Remuneration
5. remuneration 5a. proposal to amend the remuneration policy of the executive board 56 March 28, 2013 annual general meeting of shareholders 2013
Slide 57: 5. Remuneration
5. remuneration 5b. proposal to approve the performance related remuneration of the executive board in performance shares 57 March 28, 2013 annual general meeting of shareholders 2013
Slide 58: Agenda
agenda 1. opening 2. review 2012 3. discharge of liability 4. shares 5. remuneration 6.- 7. other corporate affairs 8. any other business 9.closing 58 March 28, 2013 annual general meeting of shareholders 2013
Slide 59: Other corporate affairs
other corporate affairs 6. proposal to reappoint Mr. Risseeuw as director A of Stichting Administratiekantoor Preferente aandelen Randstad Holding Dutch nationality, born in 1936 first appointment in 1999 appointment for 2 years 59 March 28, 2013 annual general meeting of shareholders 2013
Slide 60: Other corporate affairs
other corporate affairs 7. proposal to reappoint PricewaterhouseCoopers as external auditor for the financial year 2014 AGM 2012 appointed PwC for financial year 2013 60 March 28, 2013 annual general meeting of shareholders 2013
Slide 61: Agenda
agenda 1. opening 2. review 2012 3. discharge of liability 4. shares 5. remuneration 6.- 7. other corporate affairs 8. any other business 9.closing 61 March 28, 2013 annual general meeting of shareholders 2013
Slide 62: Agenda
agenda 1. opening 2. review 2012 3. discharge of liability 4. shares 5. remuneration 6.- 7. other corporate affairs 8. any other business 9. closing 62 March 28, 2013 annual general meeting of shareholders 2013