MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF RANDSTAD NV
Date: 23 March 2021
1. Opening and announcements
The chairman opens the meeting at 15.00. He welcomes those who were following the meeting online. The meeting is formally held at Randstad's headquarters in Diemen. Jacques van den Broek (CEO) and Henry Schirmer (CFO) are present on behalf of the Executive Board. Wout Dekker (chairman), Annet Aris (chairman Remuneration Committee, via video link) and Frank Dorjee (chairman Audit Committee) are present on behalf of the Supervisory Board. Also present is Bas Savert, representing the accounting firm Deloitte. Also present are the company secretary, Jelle Miedema, who is appointed by the chairman as secretary of the Meeting, and Joyce Leemrijse, civil-law notary at Allen & Overy.
In connection with the Coronavirus, shareholders were encouraged to attend the meeting via the website, to submit any questions in advance by e-mail and give their voting instructions to an independent third party, IQ EQ Financial Services in Amsterdam. This method of participation was also included in the notice of the meeting, which was posted on Randstad's website on 9 February 2021, together with the agenda and related documents.
The secretary then explains a number of procedural matters:
Shareholders can vote and ask questions virtually on the internet site www.abnamro.com/evoting. They have received login details for this purpose after registering for the meeting. They can also ask live questions during the meeting via a conference call.
Shareholders were also given the opportunity to give voting instructions in advance either through the aforementioned ABN AMRO internet site or through IQ EQ Financial Services.
Shareholders had the opportunity to ask questions prior to the meeting. These questions and the answers have been posted on our website and will be attached to the minutes as Annexes:
Annex 1 questions received from the Vereniging van Effectenbezitters
Annex 2 questions received from VBDO
Annex 3 questions received from Stichting Rechtsbescherming Beleggers
Appendix 4 questions received from Stichting Spoorwegpensioenfonds / Stichting Pensioenfonds Openbaar Vervoer.
The chairman has decided that the votes on all items on the agenda will be open during the meeting and shall be closed after item 7. In the minutes, however, the results of the votes shall be recorded immediately after each agenda item.
The draft minutes of this meeting will be available within three months and shall be posted on the website. There will be an opportunity to comment on the draft minutes within three months. The chairman and the secretary will then adopt the minutes.
After counting the votes, the secretary announces that according to the attendance list a total of 966 shareholders and 228,432,838 shares entitled to vote are represented at the meeting (proxy or otherwise), of which 25,200,000 are preference B shares and 50,130,352 are preference C shares. A total of
162,302,486 votes can be cast (84.03% of the total number of votes that could be cast), of which 3,600,000 on the preference B shares and 5,600,000 on the preference C shares.
2. Review 2020
The chairman gives the floor to Jacques van den Broek, who then gives a presentation on the general course of business in 2020, which was attached to the minutes as Annex 5 (available in English only). Henry Schirmer then has the floor, who gives a presentation on the financial state of affairs, the 2020 financial statements, the explanation of the policy on reserves and dividends and the proposed dividend for the financial year 2020, also on the basis of the same presentation.
The chairman thanks Jacques van den Broek and Henry Schirmer for their presentations.
2a. Report of the Executive Board and report of the Supervisory Board on the financial year 2020
The chairman then gives shareholders the opportunity to ask questions about the Executive Board's report and the Supervisory Board's report for 2020.
Ms Magis, on behalf of VBDO, compliments Randstad on the recovery, the fact that employees were able to continue to work and the company's performance. She asks the following question via the conference call connection: can Randstad provide more information about human rights related issues in high risk countries in the annual report 2021?
Jacques van den Broek replies that Randstad already provides a lot of information on this subject, but also on health and safety, for example. Randstad stays away from countries or sectors where the risks are high.
Mr Keyner, on behalf of the VEB, compliments Randstad on its good performance and the answers to the questions sent in advance. He asks the following questions via the conference call connection: How is Randstad dealing with the shift from lower skilled work to higher skilled work and how future-proof is a high cost structure with many offices and permanent staff?
Jacques van den Broek replies that the Board's strategy focuses on the long-term. The consequence of the digital strategy is not that low-skilled jobs will be lost. White-collar jobs are more likely to be impacted. Randstad pays a lot of attention to training and retraining of workers. There will always be human contact in the process of matching a job to somebody who is looking for a job, since human factors become relevant in the final assessment.
Mr Stevense, on behalf of Stichting Rechtsbescherming Beleggers, asks (via the ABN AMRO portal) what Randstad had learned from the crisis in 2020?
Jacques van den Broek replies that everyone started working from home from one day to the next. Regional calls were immediately scheduled with the leadership from APAC, Europe and North/South America respectively, to share experiences. The lines of communication were short and the meetings with management that used to take place physically, were held virtually and more frequently. Key initiatives 'Safely back to work' and 'Newways' were also introduced. In 2021, the focus is on growth and gaining market share.
Henry Schirmer adds that the financial consolidation of the first quarter was swift while everyone was working from home.
Mr Stevense, on behalf of Stichting Rechtsbescherming Beleggers, notes (via the ABN AMRO portal) that the EBITA margin for 2020 was reasonably low and asks how this affected subcontracting.
Jacques van den Broek replies that he does not share this view and that the margin was already recovering in the third and fourth quarter of 2020, despite the difficult second quarter when turnover fell by 30% due to the Corona crisis, and that a dividend would be paid over 2020. Randstad does not outsource to subcontractors.
The chairman notes that there are no further questions.
2b. Remuneration report for the financial year 2020
The chairman then opens the floor to questions from shareholders on the remuneration report for the financial year 2020, as set out in the Annual Report 2020. He gives the floor to the chairman of the Remuneration Committee, Annet Aris, to say a few words about the work of the Remuneration Committee, the remuneration report and the proposed amendment of the remuneration policy for the Executive Board (agenda item 4).
Annet Aris notes that COVID-19 has impacted the recent dialogue on remuneration. The Supervisory Board is of the opinion that the Executive Board has shown clear leadership in, among other things:
Their rapid adaptation to digital ways of working (#newways);
Their efforts to keep the temporary staff on board;
● Their (public) initiatives to retrain workers; ●
Waiving their cash incentive for 2020.
Looking back on the remuneration in 2020, Annet Aris notes that:
If the cash incentive for 2020 had not been waived, a portion of the incentive would have been achieved on account of the targets that were met.
This was the first year that matching shares were awarded (with respect to the annual incentive for 2017) based on sustained performance.
The 2018 Long-Term Performance Share Plan took effect at 151%, of which 125% related to relative TSR (65% weighting) and 201% related to non-financial targets (35% weighting).
Looking ahead to 2021, Annet Aris points out that:
The Supervisory Board decided on a 2.4% increase in base salary for the Executive Board, which is in line with internal practice for Randstad employees.
The targets for the annual cash incentive 2021 and the long-term performance shares plan 2021 were selected from the strategic framework and relate to financial performance (growth, profitability and cash flow) and relevant non-financial topics (including employee satisfaction and talent).
Annet Aris explains that the Remuneration Committee has taken another look at the remuneration policy. Although the remuneration policy was submitted to the Annual General Meeting of Shareholders for approval in 2020, the committee had said at the time that further finetuning would take place in 2021. Therefore, the following three changes to the remuneration for the Executive Board are proposed:
The introduction of guidelines on minimum shareholding by the Executive Board.
Reducing the notice period for newly appointed members of the Executive Board from 12 months to 6 months.
Changing the number of non-financial targets under the long-term performance share plan from 5 to 3-5 (with equal overall weighting).
These amendments will be put to the vote under agenda item 4.
In addition to the application of the remuneration policy and the changes to the remuneration policy, the Remuneration Committee also focused on intensifying stakeholder consultation. This included discussions with the individual members of the Executive Board, shareholder representatives and the European Works Council.
Looking back on the activities of the Remuneration Committee in 2020, Annet Aris believes that Randstad has succeeded in striking the right balance between fair remuneration in unprecedented times and further future-proofing its remuneration policy.
The chairman thanks Annet Aris for her explanation.
The chairman notes that there are no questions or comments. At the chairman's request, the secretary explains the voting procedure, after which the vote was taken.
The secretary establishes the following voting result:
In favour: 148,718,388 votes (92.89%)
Against: 11,391,707 votes (7.11%)
Abstain: 2,191,728 votes
The chairman notes that the meeting has approved the remuneration report for the financial year 2020 with an advisory vote.
2c. Proposal to adopt the financial statements for the financial year 2020
The chairman moves on to the 2020 financial statements, which have already been presented in detail. He gave the floor to the chairman of the Audit Committee, Frank Dorjee, to say a few words about the work of the Audit Committee and the cooperation with the external auditor in 2020.
As chairman of the Audit Committee, Frank Dorjee looks back on an extraordinary year in which Randstad was faced with the impact of the COVID-19 outbreak. The Audit Committee focused on its impact on the results, free cash flow and net debt development and related issues such as dividend policy, financing and risk management. Throughout the year, the Audit Committee discussed various scenarios with regard to these topics. In 2020, Randstad achieved an EBITA of EUR 692 million with a free cash flow of EUR 1.1 billion. Adjusted for the CICE subsidy, the free cash flow for 2020 amounted to EUR 751 million. Randstad's business model has proven to be flexible, resilient and strong. Most meetings of the Audit Committee took place prior to the publication of quarterly results. Prior to these meetings, Frank Dorjee had preliminary meetings with the CFO, the directors of Global Control, Global Financial Reporting and Business Risk and Audit. In addition to the CEO, CFO and the external auditor, these directors also attend the meetings of the Audit Committee. The focus of the meetings was on the financial reports and the impact of COVID-19, the
draft press releases and the external auditor's reports and reports of the Business Risk and Audit function. A great number of other issues were also discussed, such as tax and legal topics, financing, taxes, and the review of the financial function. A lot of time was also dedicated to data protection and information security and IT in general. As Randstad works with a lot of personal data, data protection and information security are key to the company and several programmes were further rolled out in 2020. This is also ties in with the fact that cyberattacks are increasing and becoming more sophisticated. The Audit Committee is therefore closely involved in and monitors the progress of these programmes. The Audit Plan of the external auditor and of the Business Risk & Audit function were also discussed and approved. As usual, the committee worked on further improving the internal controls and control environment. From March 2020 onwards, the Business Risk & Audit function focused on the impact of COVID-19 and took action to monitor the key controls most relevant to these crises more rigorously and to improve them, working closely with local management. Furthermore, the function restricted its work to the audits of the most relevant financial and operational processes that changed in the pandemic. This applies, for example, to the processes adapted to working from home and the controls included therein.
The committee discussed the management letters from the external auditors (both Deloitte and BDO). The main findings are as follows:
In connection with COVID-19, Deloitte and BDO have selected a number of critical controls for testing.
The maturity levels of key financial processes remain high.
Randstad continues to focus on improving overall IT controls.
The so-called 'tone at the top' is good.
Randstad's goal is to improve the internal control in the various country organisations each year and raise it to a higher level. Since the start of the pandemic, the management of all local companies prepares a risk register every quarter. And, as usual, it performs a control self-assessment every six months. The Business Risk & Audit function in turn independently tests the quality of control in the various operating companies and compares the internal audit findings with the management's self-assessments. The results are discussed every six months with the Executove Board and the Audit Committee. The risk appetite was also discussed with the Executove Board and the Audit Committee, thus giving further substance to the annual improvement of the internal control systems and measures.
In 2020, the Audit Committee furthermore focused on three specific aspects:
The valuation of goodwill. In the second quarter, an impairment of EUR 86 million was recognised based on a triggering event.
The valuation of the position with regard to deferred taxes.
Fraud risks and some fraud cases which are not at all material to Randstad.
Frank Dorjee then gives the floor to Bas Savert of Deloitte Accountants to share more information about the audit and the auditor's opinion that was issued.
Bas Savert explains the audit for the year 2020 and the associated unqualified auditor's opinion. An unqualified auditor's opinion on the financial statements was issued on 8 February 2021 and is included in the annual report starting on page 214. Bas Savert refers to this opinion for an explanation of the
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Randstad Holding NV published this content on 20 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 September 2021 08:31:00 UTC.