Good morning, ladies and gentlemen. It's 10 A.M., so I propose that we open this meeting. Welcome. I'm Cees 't Hart. I chair the supervisory board, and I'm pleased to open this annual general meeting of shareholders and welcome you all. I'm also pleased to welcome those following this meeting online. Today, all members of the executive board are present. From left to right, they're seated at the table, our COO, Jesús Echevarría, our CHRO, Myriam Beatove, CFO Jorge Vazquez, and our birthday boy, Sander van 't Noordende. We hope that you'll join us for coffee on his behalf. I'm not going to sing happy birthday because I'm not sure what the result would be, but welcome, Sander van 't Noordende.
On behalf of the supervisory board, alongside myself from left to right, the audit committee chair, Laurence Debroux, the remuneration committee chair, Annet Aris, and Jeroen Drost. The other members of the supervisory board are attending the meeting online. Also with us this morning is Jacobina Brinkman from the accountancy firm PricewaterhouseCoopers. At 2D, adoption of the 2025 financial statements, she'll be happy to answer questions concerning the financial statements. Prior to this, she'll deliver a brief explanation about the annual audit process and the auditor's report. We also have with us the company secretary, Jelle Miedema, who I hereby appoint as secretary of the meeting and will first explain some procedural matters. Jelle, you have the floor.
Thank you, Cees. Good morning. You can attend this meeting in Dutch and in English.
Simultaneous interpretation is provided to this end, and the presentation on the screen in the room and online will be in English. This meeting was convened on 11 February of this year, and all meeting documents were posted on our website that day. Shareholders may also attend the meeting online via the website www.abnamro.com/evoting and ask questions via the chat function. To this end, they received a login following registration. Shareholders have also been given the opportunity to submit voting instructions in advance, either via the ABN AMRO website or via IQ-EQ Financial Services. Prior to the meeting, shareholders had the opportunity to submit questions, and Eumedion and the VBDO used this option, and we have also discussed their questions in detail with both organizations.
We will not be voting after addressing each agenda item today, but the vote will remain open on all agenda items throughout the meeting and will be closed after item 8B. After that, I will tell you the voting results. I will tell you the number present at the meeting later on, as well as the number of votes represented. The meeting is recorded and broadcast live via the website, including a video recording. The draft minutes of the meeting will be made available within three months, and after that, they will remain on the website for three months, for your comments. After three months, the chair and I will adopt them. Now, back to you, Cees.
Thank you, Jelle. We will now proceed to item two, the report from 2025.
At this agenda item, we will be discussing 2A, the report from the Executive Board, including the sustainability report and the report from the Supervisory Board for 2025. At 2B, the highlights of the corporate governance structure and compliance with corporate governance code for 2025. 2C, the remuneration report for 2025. 2D, the proposal to adopt the 2025 financial statements. 2E, the explanation corresponding to the reservation dividend policy. 2F, the regular dividend for the 2025 financial year. First, I'm pleased to give the floor to Sander, who will deliver a presentation about the general course of events in 2025, and after that, he will hand over to Jorge, who will discuss the financial course of events and other items stated. Birthday boy, you have the floor.
Thank you, Cees, and it's good to see all of you here again today. Of course, I received some messages congratulating me this morning, and everybody wished me a good day, and I said, "Well, we have our shareholders meeting today, so today will certainly be a good day." Once again, this year at Randstad, we did excellent work, I would say, and we achieved an impact on people's work. Work figures prominently in people's lives, and we're proud that this year, once again, we placed over 1.7 million people all over the world in jobs. Daily, about 560,000 people work with our clients, our clients at Randstad. If you think about that's roughly the population of Amsterdam.
If you multiply that by the average household size of 2.5, then as Randstad, we're basically supporting about 1.5 million people via our talents, and we served over 150,000 clients in 2025, and we trained 530,000 people in 2025. Customers and talents are satisfied. On both customer and talent satisfaction, our average score is eight. Overall, we can and are proud of what we have done at Randstad in 2025. What we also did in 2025 is celebrating 65 years of Randstad. This sheet reflects a few impressions from the festivities. At the bottom right, you see the Netherlands. At the bottom right, you see Spain and Japan, if I'm correct.
That was a global celebration because 65 years ago, Frits Goldschmeding, on the back of his bicycle, brought our first temp person to the first customer and then expanded Randstad to a global company. Of course, with our core values of knowing, serving, and trusting. Know your customer and know your talent. Serve your customer and your talent. Trust, build trust with your customer and your talent. Aim for perfection. Protect the simultaneous interests of all Randstad stakeholders. In that respect, Frits was well ahead of his day and set up a magnificent company. Of course, 65 years is a very special birthday, very special anniversary. Of course, we had a great celebration.
We also told each other, "Well, 65 years, that's magnificent, but the next 65 years should be even more magnificent and dazzling," and we're working hard to make that happen together. In that respect, it was a nice year of connecting. In April, we organized a capital markets event for our shareholders, and some of you may have noticed that. Others of you may not have noticed it. We compiled a summary video that we'll play for you to give you a general impression of what we discussed with our shareholders and our analysts.
If you want to realize immediate talent availability, you have to completely reinvent your business. With our Partner for Talent strategy, specialization at scale is now a fact at Randstad. Dedicated teams with dedicated leadership focused on specific markets and specific market segments. Key part are our digital marketplaces, and this is a new way of doing business.
The digital marketplace, which we also call the Randstad app, is transforming the way talent and clients are connecting. We have completely transformed the way we work. Not only are we fueling our Partner for Talent strategy, accelerating the growth of our specialty, and providing better experiences at scale, but we're unlocking a better future for Randstad.
Our innovative digital platform connects healthcare professionals with opportunities, providing flexibility for both clients and talent.
The Zorgwerk platform is a thriving digital marketplace where healthcare talents meet healthcare providers.
It's our mission to use all capacity available in the market to fulfill shifts. We offer to our clients the complete infrastructure for their flexible staffing, so it's a one-stop shops which includes all the solutions.
Randstad's Torc digital marketplace creates a vibrant ecosystem in which digital talent and employers find each other.
The Torc platform seamlessly connects our customer demand with our engaged talent community. One of the things that we're rolling out is an AI recruiter. The AI recruiter will take everything that we do from a match point of view all the way through the onboarding of that talent to their job. If you put together this AI recruiter with our customer demand automation, you have a full end-to-end digital experience.
We believe Randstad is onto something, and we can accelerate growth structurally. We also know we can expand conversions, and by having more growth in a scalable conversion, we can actually free up a lot of resources to invest in growth. It's a flywheel. It feeds on each other.
The future of this new business model is already here, and not in small bits and pieces. No, at scale. You might say, "Well, that sounds great. They're done." No, we're not done. We are ready. We are ready with specialization at scale, and we are ready to take this to the next level. The execution is gonna be critical, but the very fortunate thing for Randstad is here that we have the best team in the industry. I would say thank you, Randstad team, for doing an excellent job. Let's give them all a big hand.
The summary of the video very briefly is that we have a clear strategy. We have evidence that our strategy works at scale. You saw our market, Marc-Etienne Julien, who is in charge of the United States for us. We've got EUR 2 billion on the healthcare platform, and we have EUR 8 billion revenue on various platforms. In digital, we have EUR 2.3 billion on the platform. So altogether, about 15% in the new Randstad model. Now, moving on to the next slide. At the same time, we face a unique market situation. We faced some adversity in recent years, and the graphs that I plotted on this slide explain why that happened. On the left graph, you see that in 2022, the number of temps in the U.S. economy of the total number of employees was 2.1%.
Nowadays, it's about 1.5%, which means that over one-quarter of the market has dissipated in recent years. The industry is cyclical. As you see in the graphs, this has happened before, especially during the financial recession and during COVID. What makes today's situation unique is that in 2008 we had six consecutive quarters of a downward market. In 2020, those were two or three quarters in which the market declined and then rapidly rebounded. What makes this situation from recent years different, what we've been and what makes it unique is that from mid-2022, so nearly twelve or thirteen quarters consecutively, the market has been declining. The good news is that the market is stabilizing. We do see some improvement. At present, 50% of Randstad is growing. That's good news.
One year ago, it was 25%, and of course, we're working hard to make the 25 into 50 and then 75 and then 80%-90% growth. That's the challenge. The market has been extremely challenging. The graph at the right indicates how many people are recruited by companies in terms of permanent staff. You see that the number of permanent hirings, and that's also an important branch. RPO or recruitment process outsourcing, and permanent hiring are all under pressure. The context for this is that simultaneously with introducing our strategy and our transformation, we're coping with this. Now, on the next page, you see something about the challenges that we faced in recent years and still face today. When the market declines, and Randstad is known for this, we adapt the organization.
We reduced our annual operating cost by EUR 600 million last year. That's a substantial amount. At our peak in 2022, we employed 48,000. Today we have 38,000 employees. We adapt the organization to ensure that we have enough people to meet market demand. Next, digitization. You just saw on the video how that happens. We're busy implementing platforms where customers and talents can interact directly so that the customer always gets what he or she wants, and talent has the flexibility to decide when and where he or she wants to work. At the same time, we're harmonizing our core systems because if you want to provide a good digital experience, you also need to structure your core systems properly, preferably on a global platform that's standardized all over the world. That's another exercise.
In recent years, to give you an impression in numbers, we have invested about EUR 150 million per annum in new technology. We did that to position Randstad for the future and to ensure that in five, 10, and 15 years, Randstad remains relevant in the world of work and jobs. The third challenge that came our way in the past year and a half, and you heard one of our staff members mention this on the video, of course, that's artificial intelligence. We are introducing AI in various parts of the process. Many segments before somebody goes to work can be supported or even implemented by AI. But in our internal operations in finance, at our mid-office and our HR department, we can operate more efficiently and more effectively by implementing AI, so that's Randstad's third challenge.
Now, I'll briefly update you on where we stand since April because, of course, we did not stop working in April. We continued. On to the next slide, and I'll plot the five pillars of our strategy. Growth through specialization. We're firmly convinced that specialization is extremely important to serve customers and talent in the best possible way. Finding a nurse and placing that nurse in a job is entirely different from doing that for a software developer or a logistics service provider. We have deployed those different branches in Randstad to ensure that the specialized teams work with the specialized buyers and customers. We focus our specialization on our growth segments, which are now total a combined EUR 9 billion in revenue and are growing. In addition, we need to take good care of our talent and equity. 1.7 million talent placed.
8.1 is our talent satisfaction score, and we need talent to feel at home at Randstad, and we need talent to understand that they'll benefit from the current and the next job, as well as that they receive training and can network with kindred spirits. That's why for each specialization we have deployed community talent, and that's very much appreciated by our temp staff and talents. Next, delivery excellence. I always say that delivering what you promise is Randstad's best marketing because if you promise your customers and talent and keep those promises, then the customer is happy to talk about more, and if you don't keep your promise to your talent, then your customer wants to talk with you about how you're going to solve that. We have a state-of-the-art way to do that.
Increasingly, recruiting talent happens primarily online nowadays. The talent addresses social media and internet, so that's where we find our talent, and sometimes they approach us via WhatsApp or email or even by telephone, and we increasingly do this at what we call talent centers. In this building, there's a talent center for all of the Netherlands where all talents for our operational specializations such as bicycle couriers, logistics staff, people who work at bol.com, they are found and recruited in this building and presented to the customer or the branch or for other people related to the customer to get to work. We also have delivery centers, and a delivery center is one team that addresses all retail customers in a country with various sites or addresses a single large customer to ensure that that customer receives the best possible service.
Some of that work may happen locally, so here in the Netherlands or in the United States, but increasingly some of that work is performed at our global delivery centers in India, Budapest and Latin America. Next, the Randstad Talent Platform. I said EUR 4 billion revenue in digital marketplaces, about 15% of our revenue. We'll continue rolling that out. Each year, 6 million shifts are selected by talent who say, "I want to work there at those times," and that's about 500,000 a month. That's a huge number, and as I just said, we're rolling out our Randstad Talent Platform. Next, we always say we're the best team in the industry, and 75% of our employees are now on a specialized career trajectory, so they focus specifically on finance, on skilled trade, on digital skills.
We have quite a few new leaders in our business that we recruited for specializations that we did not feature explicitly yet, and our employee engagement score is 7.7, so our employees are satisfied, and that exceeds the benchmark in our industry. Now, moving on to our next slide. Oh, I see there is no longer a next slide. To sum it up again, we have a clear strategy, and we know that that strategy works, and we know that it works to scale. The main challenge at present in Randstad is to continue rolling out that strategy with rigor and discipline and focus.
Jorge and I regularly visit shareholders, and they ask us all kinds of questions, but one of the most intriguing questions that I was asked recently when we were in New York was, "What is least known about Randstad?" My answer was, "We need to do a better job to tell you as our shareholders about our digital strategy and its benefits, and we need to quantify them." We need to crunch those numbers for you, and we have a lot of work to do there. Another less well-known piece of information is that at Randstad because we place people in jobs with experience and abilities, we send people to jobs, and at the end of the day, they receive their pay, and that's a complex matter, and ultimately that's a huge differentiator for us on the market, and it also makes it difficult to assess our industry.
We have an underappreciated differentiator that is not always noticed on the market. I just wanted to share that one with you as well. Now, what are our plans for the coming period? Of course, we're entirely focused on growth. We have told our shareholders in our conference call about a month back. That we are basically on a plateau scenario, and the January figures augured modest growth, so that was cause for optimism. We'll continue with our talent families, and we'll make sure that we take good care of those talents because talent is becoming increasingly scarce. I believe that whoever offered the best talent will have an edge on the market. We'll continue delivery excellence, and we'll continue scaling our talent platform, including artificial intelligence, and of course, we'll remain the best team.
As I say, the best team is increasingly complemented by AI, which means our 38,000 staff are trained in AI, and we ask them, "Look at how you do your work, what you do every week, what you do every month, what you do quarterly, and how can AI support you in doing that work?" Wherever I go, I hear wonderful stories about how AI is being applied in contact with talent, in formatting resumes, in drafting job description. These are relatively simple tasks, and AI is able to provide a major contribution, fairly straightforwardly to ensure that we do a better and more efficient job for our customers. We're on track, and we're going to continue along this course with our partner for talent strategy.
Good to see everyone. Good morning. I'll briefly pick a few highlights. Sander was clear we had probably now the longest decline in Randstad's history. That's basically the context in which we operated in 2025. There's, I think, two, three important remarks from, let's say, financial performance perspective that I think speak for 2025 but also speak for 2026 and what's likely to come from our strategy. One is growth. Clearly decline, we did not have the growth we were planning for. At the same time, it's a different 2025 than it was in 2024 and 2023. We have growth in the United States in our operational business. That's almost half of our company in the United States.
We have growth in digital, Randstad Digital in the United States. We have continued to see growth in Spain. We continue to see growth in Italy. We continue to see growth in Japan. We continue to see growth in Eastern Europe. We continue to see growth in Latin America and many other parts. At the same time, for the third year in a row, we also see challenges here in the Netherlands, Germany, Belgium, and France. That's basically the context in which we come into 2026, and more a little bit about that later. The second one, clearly it's the fourth box there on the slide. We are in decline, so that means we need to do everything we can, both short term but also not sacrificing medium and long term to protect our profitability.
In that, normally we refer to that, remember, as adaptability. This year, on the third year of decline, was 71%, and that is a number that is important to highlight because if we double-click on that, as you remember from talking many years together, normally the ratio we can manage at Randstad and we strive for is this 50% mark. This means are we able to basically protect X% of our profit or the impact of less revenue and less gross profit in our profit.
This year, this 71% comes with a lot of difficult decisions, but there is one important difference from previous years, is that the many changes that we do, and Sander just explained from delivery excellence, are enabling Randstad now in many of our markets where we are rolling out our strategy at pace, to actually work smarter and to be able to do more with less and to be able to help our recruiters, our consultants, our talent advisors to achieve more with their effort. The second point is also on the remaining part of our cost base, and we talked a lot about that in our capital markets event. I'm also in a way, happy to see that Randstad has taken the opportunity to become a leaner company as we step into 2026.
Being able to basically look on how to optimize itself and free up capacity to actually find growth and invest in growth and invest in our capabilities. The third point, apart from growth and adaptability, is what we call capital discipline. I'll talk more about that later. Strong cash flow generation, but more important to me, what that means is we're able to invest where we found that it was logical to invest. We were able to invest in skilled trades, invest in healthcare, in many different markets, invest in engineering, and not only in that but also invest where, let's say, organically, we believe a lot of their strategic IT investments are needed. More about that later as well. Not only invest but also take the opportunity in 2025 to reduce our debt and our leverage ratio.
Now, if we look in 2026, and Sander already alluded to it, a few important points. Clearly, further stability. Well, we are in April, so we are almost in April. We can't talk a lot about what we see, but we spoke about January. We see stability more on growth in more than 50% of our business in our markets. We see clearly operational stability and growth, and we see the remaining 50% either improving or starting to annualize very difficult comparables. It's also true that we live in a world that, if we think we are done with uncertainty, it keeps on surprising us, I would say, almost every second week. Clearly, macro and geopolitical uncertainty are elevated.
The same attention that we had in 2025, we need to remain very clear that that is absolutely critical in terms of adaptability into 2026. Also, I think it's important to highlight these levels of uncertainty together with fears of AI and let's say the deflationary potential impact it can have in our industry or in many other industries have had an impact on both the pressure and the volatility of our share price. As a result, our move out of the AEX is something that is definitely regrettable. Our focus remains the same. Position Randstad to capture growth through specialization. Sander alluded to it. There's growth, and we are going for it. Continue to build the best team and the best talent service models, and continue to operate a smarter and leaner Randstad.
Financially, that means investing in growth, investing in the best propositions that the industry has, and building structural scalability, make Randstad a more scalable company so that we can grow and we can build more leverage and value in line with our mission. Let me double-click a little bit on our P&L and just put some numbers into context 2025 performance. The top line, we talked about it, EUR 23.1 billion. See the decline of 2%, 2.5%. Clearly, we also talked about it. Sander showed two graphs. It showed what was happening in terms of the contingency side of the business. There, as we just said, we see much more resilience.
In many of our clients, when they now look about the flexibility and how to plan for work and what they need throughout the year, they're coming for Randstad, and we see a strong start of the year when it comes to our contingency and flexibility solutions. On the other hand, our permanent hiring, and that's basically a global phenomenon at the moment, the labor markets are stuck. Permanent hiring and everything we do for permanent hiring is extremely down this year. Now, that has an impact, as you can see, on our gross profit and our gross margin because permanent hiring typically comes at a very high percentage. It's 100% business fee. And therefore, for Randstad, what we are managing is a -5% reality because that's the gross profit, that's our net revenue.
Now, in that context, what probably, I'm pleased to see from the responsibility perspective is that our operating expenses have matched that 5%. As I just said, that matched for not only because a lot of effort, but because structurally Randstad is changing. We see the benefits of our strategy while still protecting a high investment agenda in our IT systems and where we want to grow. This resulted, therefore, in an EBITDA of EUR 720 million, which is exactly the 3.1% we had in 2024. For that, we also incurred, as you can see on the line below, EUR 125 million of integration costs and one-offs. Unsurprisingly, primarily in the markets where we've been facing more challenges. Northern Europe, Western Europe, and primarily the Central European countries.
If we keep going down the P&L or the income statement, then we see that as always, we conduct an annual goodwill impairment test. This year, we had a non-cash goodwill impairment of EUR 9 million, specifically for our Randstad Digital business in Belgium. Now, looking at the financing costs or the net finance costs, we see a normalization of EUR 79 million. Remember last year, we recorded here the substantial fair value adjustments on the loans and write-downs we recognized with. As this year floor exceeds that particular threshold, for 2025, we are proposing therefore the floor dividend of EUR 1.62 per ordinary share. Remember, we also have preference shares, and proposed payment on the Pref B and C shares totals EUR 8.2 million.
Pending approval today, this and the ordinary dividend will be paid in April 2026. Turning also to another part of our year, broader sustainability statements. I'd like to say I'm pleased we talked significantly about it last year. I'm pleased to submit our second year, let's say, of sustainability statements in accordance with the Corporate Sustainability Reporting Directive, CSRD, for many here in the room. I also wanna be clear, this is the second one in accordance to our CSRD. At the same time, Randstad, and we've discussed this many times in the past, is at its core managing on much broader impact than just financials. Sander alluded he started the presentation, it's a long-term reporting basically on impact and on sustainability. For us, purpose and sustainability are drivers of long-term resilience.
One hand walks hand in hand with the other. What I have here on this chart, and it's important because we have the, let's say, the material topics on light blue. You can see them there, that is 5 + 6 is net zero. You also have how we look at it. From a sustainability strategy of Randstad, we've basically have pursuing three core outcomes, partnering for fair and equitable work, partnering with integrity, and partnering for a better planet. I find important because all these material topics find a home, find a place, find a discussion in Randstad through our sustainability strategy.
Now, important, in 2025, remember 2024 was basically a small update, a small refresh, but 2025, we had to do a full comprehensive refresh of our double materiality assessment, and we prioritized five key material topics. So those are the first five in light blue there, as you can also read in our annual report. It will not be surprising to you that once again, from all the interviews, all the external and internal input that we received, social ESG still is the one pillar that we feel we make a difference. Business integrity and ethics you see there as well, and importance of digital technology, like Sander just alluded to it, are key topics for us now in terms of governance G.
Now, one area that received a lot of questions last year in terms of environment, and I wanna make it clear, albeit not strictly a significant material topic compared to the other ones, for us, for our teams, for our people, when I travel, when I talk to people, there is one thing that is very important. It's our progress towards net zero in 2050, and we continue to report on that, albeit not being necessarily what we call accordingly strictly to CSRD a material topic. Finally, to wrap up, two or three important 2025 specific governance remarks. This was the first year of our new auditor, PwC.
It's always a good opportunity to learn, to test, to challenge, to reconsider how we look at our processes, to relook at our control framework, and it has been very good to work together. Our second point, our governance framework, remains a cornerstone of our strategy. As such, we have also operated in full accordance with the Dutch Corporate Governance Code, and our internal risk management and control systems are now effective in that respect, ensuring that they support our strategy and sustainable growth forward. I'm pleased also to see that as part of CSRD and as part of how we evolve also our sustainability statements, as I'm sure you had the chance to read, were also subject not only to the normal internal assurance, but also to the external assurance from the auditor.
That concludes my prepared remarks, guys. Thank you.
Jorge, thank you very much. Now these, as for-
After this extensive introduction, I suggest we proceed to agenda item 2A, the report of the executive board, including the sustainability report and the report of the supervisory board for the financial year 2025. I'm referring to pages 6 to 126 of the annual report. I will give you the floor. You can ask questions. Please, give us a sign that you'd like to take the floor to ask a question, take the microphone, state your name and ask your questions. I would prefer you to ask all the questions in one go about this one single topic. Mr. Spanjer, I think. This is me. Over here, says someone else. I'm sorry, Mr. Stevense.
Thank you. Welcome, by the way. Thank you, Mr. Chairman.
To start, I would like to thank your staff for everything they have accomplished, their performance this year, particularly the recruiters. I understand that, they've worked pretty hard. I have some questions about ESG and the new law on temporary workers, taxes worldwide, working capital, and the necessary recovery. Let me start with working capital. I think that was the most striking thing. I hadn't realized this. The secretary who gave me the microphone just said that she'd worked here for 33 years, and then I realized that I've been attending the AGMs for 32 years. It was a midcap at the time. I hadn't realized that. I didn't know any better. I just thought it was the shares were listed at the AEX. I looked at the share price and how that developed.
Well, nothing to write home about. It's better than at Manpower. I can tell you that I have quite a bit of experience with Manpower, but it's rubbish. Working capital. A couple of years ago, I asked some questions about that. You pay out on a weekly basis, and if temporary workers want, they can be paid out once a month. But you send out your invoices later, and it takes a while for clients to pay. What strikes me is that there's an increasingly big gap between the two payment times. What are you gonna do to reduce the gap? Because, well, cash is an issue, and the first half year is always tricky because holiday payments need to be made. I'd like to hear a bit more about your DSO days.
If we look at turnover or revenue, 5% is what I see of working capital. We think that that's not a lot. We also think that market recovery would be important. Well, you said quite a few things about that, but we would like to have more details. Something else that I've been hearing for 32 years is that we need to move from general to specialized services. If I look at the graphs, we're still at the bottom of the market, the bottom end of the market. Digitization, you talked about that. Something else that strikes us is that the number of employees isn't declining as fast as temporary workers. How can AI help you to achieve more productivity? Scope one, two, and three. Don't you think we should pull the plug here?
Because I think it's useless. Europe left Brazil shamefully. If I look at the food, we don't want Dutch food products anymore. I talked to an auction director in Zaltbommel, and it's a disaster. Runner beans come from Senegal, blueberries from Peru, so we tend to opt for foodstuffs from abroad. I'm thinking how to deal with ESG. The new law on temporary workers. I'm member of a professional association, and I read the report. How are you gonna implement all of that? I'm thinking, well, yes, you'll have to do the math to sort it. What about the bank holidays and a temporary worker is actually nowadays the same thing as a permanent employee? Somewhere, I read about the worldwide tax rates.
I think it's a bit of a problem here because we're living in a world of stiff competition, and we would like the different countries to compete more with each other, and also in terms of taxes, so that you can choose for yourself where to pay your taxes. That way you get more efficient governments. Well, that concludes my questions so far, or our questions so far.
Thank you, Mr. Stevense. Thank you very much for your detailed questions. I suggest that we cluster a couple questions. Jorge, first of all, the working capital.
Hello, can you hear me?
Yeah.
There was something I'll use also with our sales teams, 'cause it's an important point. It is working capital in 2025 has particularly come down. If you look from 2024 to 2025. But the reality is Randstad is today a company that is at the moment, in this moment in the cycle, we have a lot of larger clients. Yes, in particular, the payment terms and the DSO side of the equation is higher. We continue to do everything we can to optimize our total working capital. As an example, you made a very good remark about your process to invoice or how expedited are you, so that's the payment term component. Yes, there is a pressure from clients from in general the world we live in.
At the same time, there is still a lot of opportunity and for a lot of the, say, the process we are optimizing in addressing our time to invoice, make sure that, for instance, with new systems, we invoice right the first time, and there's a lot of effort in optimizing the working capital. The first step was this year already from 2024 to 2025, but it's an ongoing optimization process. From a tax perspective, I'll refrain from talking about competition. The point is Randstad has a balanced tax approach. We publish always next to our annual report, our tax report, and we've been doing this now for a few years.
The principle is very simple, where we create value in the markets, then it's where we should tax. We always go out for a quite stable tax rate. That's the rate as well that we stick for 2026.
Thank you. On with Sander.
Market recovery, specialization, and digitization. First of all, the market perhaps. As I said in my introduction, 50% of Randstad is growing right now, so that means that the market has already recovered there. If we then look at where that's happening, Southern Europe, Italy, and Spain, that's where it is. We're between 5% and 10% growth is what we're achieving there. The United States, and particularly our operational businesses. This is business in the distribution centers and the factories. It's also growing, so that's a good thing. Japan is doing really well, is performing well, has done so over the past few years. We see that the market in those countries has already recovered. Where are the challenges?
Our challenges are located in the heart of Europe, Germany, France, Netherlands and Belgium. These are substantial markets for us, as you know. We're doing everything we can in order to make sure that we visit our clients as often as possible and do the best possible job. We also depend on what's going on in the economies. Germany is a matter of waiting for the big chunk of money, the investments in infrastructure, investments in defense, for instance. Similar dynamics is what we see in France, the Netherlands and Belgium, I would venture to say. How that'll pan out, well, that's very difficult to say. The market seems to stabilize. That's our feeling. Another issue is, of course, the conflicts in the Middle East. Now, that doesn't help our clients in general.
If this continues for a longer period of time, that'll have an impact on the amount our clients sell or produce and transport, and that obviously will have an impact on us. We hope that there'll soon be an agreement in the Middle East so that the world economy can proceed in the positive way, to put it that way. Specialization. You highlighted that about 2/3 of our business in Randstad is in Randstad Operational, and you characterize it as the bottom of the market. I wouldn't put it that way. It's an excellent sector. We are market leaders worldwide, and we do so very efficiently. It's also a very profitable activity for us, a very profitable operation in Randstad.
Of course, we have the professional digital specialization and also enterprise teams that work with large clients in terms of recruitment of workforces at scale and to manage all that for our clients. The specialization strategy will remain. It's very important. It all depends on how the demand develops in the different areas and how we invest in the different specializations and how growth will develop there. Now, as far as digitization is concerned, digitization really certainly helps in increasing productivity in our most digital operation. This is a company here in the Netherlands that we acquired recently. Zorgwerk productivity is two- or three -fold the productivity in our traditional business. We have the potential, absolutely.
Jorge actually already said that if the market declines, obviously we have to reduce our costs, but we can't do that at the same pace as the gross profit declines. That's why we're focusing on the 50%-70%. That really explains the number of employees, the number of FTEs, that is not entirely up to scratch. The productivity is really not at the level it should be, so we need to work harder at that.
Sander, thank you. The new law on temporary workers. Jesús, could you say something about that?
Yes, of course. Thank you very much. Well, I'm going to split my answer into big blocks. One is about the process, what is the law, what is the impact, and how we manage the situation. The other thing is about what's going to be the impact.
Of the low in the market. Talking about the low itself. Well, the low, at the end of the day, because we had the premium pensions, we have a completely equal pay with the CLAs in the industry, and that brings the salaries are going to be increased on average. This work is very relevant between 10%-11%. You see now that's because it's dependent on the customer and industry. A CLA can be 5%, it can be 20%. That was a challenge. We had four big blocks in order to organize the work. Is to understand perfectly from the legal point of view what are the obligations for Randstad.
The second thing was to talk to the customers and to share with them what are the new obligations that we are going to be obliged and to work with and to apply to our customers. That was a very tough and meticulous work done mainly from September till December. Then we started with the challenges. It was a technical challenge also because we need to change all the systems. We need to hire more people to know exactly what is going to be the impact of this new law in each one of the CLAs, in each one of the customers. Luckily, this is done. The technical challenge has been fixed. We have been having all the conversations with the customers.
The fourth one in this process, in all the processes, is the commercial conversations with customers, because not every customer is very happy if you increase the cost by 10%-11%. Average, some customers are going to be 11%. Right now, from the technical point of view, we have done everything. All our obligations are in place. It has been hard. We have to invest in tech and in people in order to be on time, because that was mandatory from January 1. The first week of the year we pay with the new law, obviously, and right now we are closing our commercial conversations with the customer. The process is almost done. There's still some negotiations pending, but it's more or less, I would say, completely in control.
There are some large customers still pending if we can translate the cost, the margin increase into the customer. This process why. The second big question would be: What's going to be the impact of this new labor law in the market? Is the market going to be impacted by the new labor law? Well, at this moment, we haven't seen any difference between the Q3, Q4 and Q1 performance in the Netherlands. We're more or less with the same volumes. I would share with you that we don't have customers buying our services because they don't need that or because they are cheap. Any customer that is asking for talents is because they need some talents to do the work.
The experience that we have in other European countries, three, four years ago, we had a similar labor change in Spain with the outsourcing business, and what we saw is that the impact in the volumes wasn't impacted. Too early to say that this is not going to be impacting the volume in the Netherlands, but what we see is that today there is no impact in the volume and process-wise, everything has been done in the proper way. Thank you.
Thank you very much.
Thank you. Questions on ESG and scope one, two, and three . Well, that is out of our control. As you know, that is to be addressed at a European level. I think we should leave it at that. Thank you for your questions. Let's proceed to the next question. Margareta.
Thank you, Mr. Chairman. I'm Cecilia Rouse. I'm here on behalf of the Association of Investors for Sustainable Development, and we would like to ask some questions about the sustainability report in your annual report. I'm going to ask my questions in English. I'll read them out in English if that's all right with you. The first question concerns living wage. As, quote, "One of the most active advocates in the industry for protecting labor rights and ensuring people everywhere have access to fair and decent jobs that provide living wages." End of quote. Randstad has executed living wage pilots in Poland and India and has developed a roadmap in 2024, which the VBDO very much applauds.
However, little information is publicly accessible about these projects, and VBDO sees great value in transparency and knowledge-sharing between peers, and sectors and think that it would also suit Randstad's role as one of the world's most active advocates on this topic. Think of how to engage with suppliers, on how to convince them to participate in such pilots, which methodology has been used, et cetera. We would like to ask you whether Randstad would consider making these learnings, publicly accessible or accessible for other industry members. Apart from knowledge-sharing, the VBDO would also encourage Randstad to share the interim targets and milestones that are part of the roadmap, and report on the progress. The question is: Would Randstad be willing to start reporting on this in the next annual report?
The second question is related to the CSRD. VBDO has seen that Randstad indeed has put significant steps towards adhering to the CSRD reporting requirements. An important part of this is stakeholder engagement. In 2025, we saw that Randstad has diversified the methods applied for stakeholder engagement and, besides surveys, also engaged with stakeholders through dialogue. It remains a bit unclear which topics are exactly discussed with specific stakeholder groups, and what concrete insights have derived from those engagements and how those insights again have been taken along in the process of, for example, the double materiality assessment.
On page 84 of the annual report, it's, for example, visualized that in the last phase of the DMA, the prioritization and the concluding of which topics were material was solely done by the executive board. The questions are, will Randstad in its next annual report provide more insight into the topics that have been discussed with different stakeholder groups and how their specific interests have been considered? Especially regarding the stakeholder category society, it remains a bit too unclear for us which parties are considered to be NGOs, and we would like to encourage Randstad to publish a list of the NGOs that have been taken along in the engagements. Thanks a lot.
Very clear. Thank you very much. Myriam, would you mind to talk about Live Well Loan?
Yes, thank you. I will start and then on the CSRD reporting, Jorge may add also points. On the living wage to start with, first of all, we remain actively engaged obviously with living wage, both for talent and for our employees, as you said. We have indeed a plan that we started to share, I think, the last AGM or two years ago. In terms of the talent, we work on EFRAG and employees. We count on the EFRAG definition that will be issued, we expect in the course of this year, and that was what shared also in the last AGM. We will apply definitely the definition and the calculation based on that.
In the meantime, obviously, we are taking actions for talent. Particularly, we comply 100% with the local minimum wages in all the countries where we operate. We also actively participate in social dialogue for collective agreements. In addition to that, as you mentioned, we have started pilots in some countries, in a couple of countries, and with some large clients, who, some of them appreciated the transparency and the openness and the proactivity of us reaching out to them, partnering on that topic. On the employees, as I said last time, tech is absolutely important for us if you want to do that calculation and really reliable and auditable calculation or assessment on living wage and pay equity, actually.
The tech roadmap was mentioned also in the last AGM. I'm pleased to say that in the meantime, we have progressed, and we have completed the first phase of the work implementation in three main countries, Spain, India, and Switzerland. That is definitely part of the roadmap that we continue to follow. I said we are now looking forward to the EFRAG definition to continue to build. In terms of transparency, we are in a pilot phase, as I mentioned, so we also need internally to learn about it. This is, I can assure you, a topic, and you have seen in Jorge's presentation, one of the pillars of our sustainability strategy, and it is reviewed on the agenda of the sustainability committee.
As we continue to learn, we will decide the roadmap for communication, external communication. Thank you.
Thank you. I think it's a good proposal. Let me reflect first on the process of this year. It was discussed indeed or decided or debated with EB, but it's a multifunctional team. Just to be absolutely clear, the whole process, both the internal consultations and the external consultation, was led by an independent partner together with us, of course, or together with a multifunctional team. From a perspective of having an unbiased view on the feedback we were receiving, I'm actually pretty convinced we made a very good step forward in with this year's comprehensive refresh. Just to put some numbers into perspective, you said how many and what.
We've interviewed or collected feedback from more than 2,000 clients, 20,000 talent at work, so basically 20,000 talent throughout the world. 2,000 also internal FD. From a breadth perspective of the process, I think it's the second year of CSRD, but I can see us making a step up. Now indeed, going forward, 2026, what do we have? We have a survey refresh, right? We don't have to do the full assessment. We're trying to basically make sure that the process improves year after year. We will consider internally to indeed disclose more of the feedback we receive. It's a good suggestion. Yeah. Thank you.
Thanks. It's yours. Now the next. Next, Margareta.
Thank you. Next one. Next question.
Yeah. If you now put the mic
Please state your name for the minutes. Good morning, ladies and gentlemen. I'm from We connect U. I am delighted with this top team, which is achieving wonderful results and is able to deliver. What I don't seem to be hearing is we're in a cascade of crises. In 1973, we experienced the oil crisis, and we learned very quickly because 50 years later, we are in a mega oil crisis. In 1972, we had a report to make the world sustainable. 50 years later, we're in a mega sustainability crisis because in 2015, we had agreed not to exceed 1.5% global warming on Earth. Ten years later, that's where we are, and that is an enormous threat to our economy and to Randstad.
You can do something about this because we have a CFO and a CCO from Latin America, and that's where the biggest forest in the world is. You have the Amazon, and you can make a difference there. I'd like to add that in Suriname, that country consists of 90%-95% jungle. Much money can be earned there. The oil industry is coming, and Randstad should stay on top of it because much can be earned, and much can be made sustainable, and much can be preserved. I didn't hear anybody mention India. We're in a huge oil crisis, and hardly a drop of petrol is entering India anymore. I think that certainly merits our attention. I think you mentioned that the number of temps is down. Two years ago, there were 620,000.
Now it's only about 607,000, and we need a lot of people. Over half of the Netherlands is over 50 years old, and many people are happy to work eight, 12, or 16 hours a week. You could find a lot of additional temps that way. In addition, globally, I am in dialogue with senior government officials and people in corporate industry, and I'm worried about cybercrime. Consider Odido and AI because AI magnifies the use of water and energy. It's almost impossible to keep up that, and it's causing desertification in the landscape, and Randstad could address streamlining that. Those were my items thus far. Please ensure that we become energy independent, both gas and oil. Randstad could do a lot to achieve that.
Expand in Latin America, plant new forests, and you certainly can make a difference there. Open far more branches and countries globally because you're doing such a wonderful job that much of your profit could be used to expand. Temps should not be diminishing. Rather, you need far more temps all over the world. That's a wonderful challenge, and you've got what it takes. Sander.
Thank you for your points, Mr. Fricke. Let me start with a minor adjustment. Messrs. Vazquez and Javadi are not from Latin America. They're from Latin Europe. Specifically Portugal and Spain. That aside. Yes, we do excellent business in Brazil, Argentina, and Chile in Latin America. Those are the markets that we're focusing on, and we'll stick with those for the time being. We do not intend to open branches in other countries. Of course, we do maintain close ties and deeply empathize with Suriname. I regretted to hear this morning that Suriname has not qualified for the championship, but instead a different South American country did. That was Bolivia. We don't have plans to open branches in Suriname. Now, regarding India.
India, it has the second highest number of staff in of all of Randstad, plus a great many people working for our customers. Tens of thousands work for our customers in India. It's certainly an attractive market for us, and we're very active there. Next, employees over 50. You're entirely right. Employees, the biggest labor market increase among a group of employees is among those over 50 in the past years. More and more of that group of employees also works for Randstad, and that's good news for our people. It's also good news for the world. As for cybercrime, a few years ago, we did appoint a new chief information security officer who got straight to work, and we did not have any incidents in the past year.
We are achieving good progress there. Now, about water and energy, we are doing our bit. To be quite honest, what we use is limited on a global scale, but according to our CSRD reports, you'll note that we are doing our bit there. Thank you.
Next, I propose if you would bring that gentleman on the second row the microphone. Here you are.
Good morning. I'm Mr. Keyner. I speak on behalf of the VEB. Prior to this meeting, another shareholder addressed me and said, "Often, you criticize companies, so don't you have any good news?" If I criticize you too much, then it might be because I'm verbally awkward. I'm not trying to disparage your company or the way you're pursuing progress. I do have some concerns.
It's not because you're doing all kinds of things wrong, but perhaps we're past the peak, the golden era of Randstad, and I am surprised in a good way that temp work can still be such a large industry and so profitable. Perhaps, and I said this about four years ago when your predecessor, Jacques van den Broek, was leaving with on a very high note and an excellent share price, that his successor, Mr. van 't Noordende, might usher in a decline of Randstad. Not because you're doing a bad job, but because the business has changed and the way that people are placing jobs have changed fundamentally. My first assertion, and feel free to deliver your pitch about this, Randstad has passed its peak. The golden era is over.
If you could turn that around, a radical restructuring would be necessary. You don't need to have a physical temp agency. Perhaps what you said previously about Torc might be the way forward, but the rest of the organization would need to be discontinued as quickly as possible. Please, I'd like to hear your views on that. The second relates to AI, artificial intelligence. In the past, when you spoke about automation and new business model, this mainly concerned blue-collar workers, people in the factories who were made redundant. There was automation, and robots were introduced, and the general expectation is that AI will have its greatest impact on clerical jobs, office work, and that's the professional branch that you have. But what is more likely to be protected are the few remaining factory workers and a few call centers, plus some logistics staff and healthcare workers.
Assertion two, which may contradict the first one, is that Randstad is going back in time, and that's where the opportunities are and the hands that you cannot replace with an algorithm or what you might be able to replace very easily and efficiently with a robot. Maybe that's where the future of Randstad lies. Third, I keep trying to emphasize the same point. The business model for Randstad in the future relates to a comment from Mr. van 't Noordende during his introduction today when a huge investor asked him what is little known about Randstad. What I understood, but correct me if I'm wrong, that's the barrier.
It's not that easy to place a human being at an employer and have that human being do the work, get paid, and for some of it to trickle down to Randstad as the mediator. I beg to differ. If you look at the past, temp agencies were everywhere. Every little town and every high street had a temp agency. I worked for several years for temp agencies, and I did factory work. So somebody that is mediated by Randstad or by Tempo-Team, I know the drill. Was surprised that this still happens. Shouldn't this be discontinued and become entirely digitized and happen on digital marketplaces? If what Mr. van 't Noordende is describing is true, it's a barrier. You can't place people in jobs and see the bottom line that easily.
Why, if you're the market leader, are the margins so low? The EBITDA margin and your ambition for 20 years has been between 5% and 6%, but it's not within reach. If that barrier is so huge, why are you structurally unable to achieve that 5%-6% margin? I sound more critical than I intend to because I don't mean you're doing a bad job, but it's virtually impossible to achieve greater profitability than, or higher growth. Thank you.
You formulated that very clearly, Mr. Keyner. Thank you. Sander could talk about this until the cows come home, and I'm sure he'd love to do that, but I'll ask him to be short and snappy.
Yes, I'll do my best, Mr. Keyner. Thank you very much for your questions.
Those are exactly the same questions that we think about every day after day. Saying that Randstad has passed its peak, the golden era is over, well, I would say that Randstad is facing more golden eras and peaks than have passed. You said that Randstad should change, and that's exactly what we're doing. It relates to the specialization that we've discussed repeatedly and digitization that we also spoke about. That's a transformation that takes time. A transformation. I always saying Randstad, which is an old Dutch saying, don't count your chickens before they hatch. We have to deploy that new model and then transform the business accordingly. It's good to see that we have three significant businesses that follow that digital structure. Recently, we appointed a Chief Digital Growth Officer. That's David Koker.
He's in the back of the room. He arrived from booking.com, and I'm sure you know that platform. He is going to help us with our transformation. We're working on that now. About AI, you're right that the impact on work will be most pronounced in clerical jobs, software development, customer service, marketing, design, and the like. That's about 10% of our business. That's the challenge that Randstad faces, and that's why we've defined our growth segments. Our growth segments in Randstad Operational are logistics as well as for craftsmen. Think of plumbers, maintenance staff, service staff in factories. Think of the people working at data centers, electricians, and the like. In professional, our healthcare business is growing. Engineering, obviously for all infrastructure works that need to take place worldwide, and of course, at Randstad Digital with all the digital skills.
We do focus our specializations where we see growth and where we come from. Randstad Operational is 2/3 of our business, and we're perfectly optimistic because we excel at this, we understand that digital model, and we're convinced that those digital models will give us an edge on the market, what will distinguish us. Now to your final point, it's all very easy to open up a temp agency with 10, 20, or 30 people. When technology becomes increasingly important, it becomes more difficult to access the market and consolidation will take place. We want to guide that technology using our platforms.
Thank you. Okay, next question. That gentleman over there.
Yes. Good morning. I'm Jay Sadhu. Thank you for your explanation and for that fascinating video about your AI initiative.
My question also relates to AI because my question goes a bit further than what you mentioned in the video and told us. To what extent does the board see AI as a means to improve the current business model versus a fundamental shift in the Randstad model? What I mean is, do you expect AI to optimize margins? Would you expect it to structurally change Randstad's role into a tech, technology-driven platform? Because that will have various implications for long-term value creation, for example.
Thank you, Mr. Sadhu. I'm glad that you asked that question because you're right. AI merely to improve and accelerate the current process is a dead-end street because nowadays people may send 600 letters of application through AI. I receive them in my inbox now and then. Then they receive a reply from AI.
They have to come for an interview that's also conducted by AI, and ultimately, there's only one job. You get a whiz of AI-driven activities because that's possible. That's not a sustainable trajectory. Our model is to take it from the top. We ensure immediate talent availability, and we make sure that we've got that talent on board before you, as a customer, tell us what you need. Our customers in the United States, for example, the UPS distribution center, will enter request for X number onto Monday morning and X number of people on Monday afternoon. Then we have a talent who's already organized on board and is ready to go and has the papers and says, "Monday morning, I'll be there." That's the model. Basically, we're reversing the model.
We have talent, and demand addresses the talent. We're going to reverse the sequence in demand. Yes. Okay, next to the third row, please. Mr. Spanjer.
Okay, now it is me. I'm Mr. Spanjer for the minutes, and I read the annual report too. The preface is deeply disappointing because you write at length about Frits Goldschmeding, but the current CEO is doing exactly the opposite. Because for 11 or 12 consecutive quarters, we have heard nothing but poor financials in finance. The stock exchange is very clear. I stated exactly what people think of Randstad. Then the third paragraph in that same preface, we see what is this about a talent shortage? Frits Goldschmeding trained the talent.
He had a training program for welders, and he would train welders, and when they were good enough, then they would go to the shipping companies, and they would be assigned there. They were good for the economy at that point, so there was never a shortage of talent. That's not true. You, you're snoring. Let's put the current CEO in perspective. When he arrived on 20 March 2021, the rate was EUR 20.60. Now it's about EUR 23, so that's disastrous for investors. We've been heavily penalized. Then what about geopolitical problems? No.
If you simply have a training program for truck drivers or electricians, they can work 1.5 meters apart because we need truck drivers for Action, the Action chain, and for the Aldi chain and the Dirk van den Broek supermarket because we all need to eat and consume, and we can do our shopping at 1.5-meter distance from each other. There's plenty of decent work. In the same preface, you mention excellent services. How are these services excellent? The share price keeps plummeting. Do you call that excellent services for the market? Please reply.
Thank you for your questions.
Now, first, at the beginning of the presentation in this meeting, I described market trends in the past three years, and I said that we're in an exceptionally long cycle of market decline. From 2022 until today, roughly one quarter of the market has been dissipated. The situation has been extremely challenging on the market, and of course, that did impact the results. In keeping with our Randstad tradition and targets, we tried to curtail costs as best we could. I said that we cut EUR 600 million in costs at the organization. You're right about the share price. Let me point out, and Mr. Stevense just mentioned it, that if you compare our total return to shareholders with that of our peers, we are outperforming our competitors.
We're not satisfied with the trend in the share price, but you need to see this in perspective and relate it to what's happening in this industry. That's important. As for the talent shortage, the market is currently declining for staff, but in some market segments, such as lorry drivers and forklift drivers and welders, et cetera, there's a shortage of them. That's why we're addressing those markets and making sure that we train those people to place them in jobs. We have already taken that tip seriously, and that's part of our daily work. Long story short, we have a strategy which is bet digitization and specialization in new models. Our market situation is challenging. We expect the market to stabilize and to improve for the future. When the time comes, we'll benefit from that.
Our industry is cyclical, and at this point, we're at the nadir. We're bottoming out that cycle.
Let me continue with people who haven't asked question so far.
Good morning, shareholders. I'm Matteo Nicolò. I represent the former Monster employees. Monster, as you know, it's a subsidiary that was closed down last fall. During this introduction, Myriam Beatove presented all the good things that Randstad is doing for its current employees, but I would like to share with you a couple of things, a couple of words on what Randstad did not do for its former employees. In September 2024, Randstad entered into a joint venture agreement with the American private equity fund, Apollo, merging Monster with Randstad. At the moment it was announced that Randstad had found the right partner for Monster, and in this equity, in this joint venture, they took 49%. So just one more...
Who was CareerBuilder? CareerBuilder was a company that had been purchased by Apollo in 2017, and in typical private equity style, had been stripped to the bone, selling all the liquid assets, valuable and liquid assets. At the moment of the merger, the company was shrinking by 40% year-on-year, its turnover. It was overloaded with debt, carrying a 10% interest, and the value of the debt was 150% of the turnover of the company due for repayment less than two years afterwards. That was the ideal partner.
From the very beginning, the only interest of Monster in this joint venture was to offload Monster getting a minority shareholding, minority stake in order to justify the loss of operational control. There is another point. How do you manage when you merge a company that is much more valuable than CareerBuilder to get a minority share? Pretty simply by creating artificial debt of Monster towards Randstad. Basically, by doing this, Randstad became at the same time a shareholder and a creditor. The management was so confident in this joint venture that three months later, 86% of the debt was depreciated in the accounts, and a few months later, 100% was depreciated.
On top of enabling Randstad to become a minority shareholder, this also enabled Randstad to get valuable tax assets. You gain basically on two fronts. Now, what is important to stress here is that at no point in time, despite what is stressed, Randstad ever thought about really giving a new chance to Monster. Since day one, the only objective with their partner was to close down the business while minimizing its cost, maximizing the tax assets, and not taking any responsibility towards its former employees. At the moment of the Chapter 11, Monster, the joint venture, carried EUR 360 million of debt, 135 from CareerBuilder, 225 from Monster, and toward Randstad. All this carried a 10% interest rate.
You know, we don't need to have a PhD in finance to understand that when we have a company with a combined turnover of EUR 200 million, which needs every year to produce more than EUR 30 million just to pay the interest, there are few chances that they're a success, especially as you have two companies with problems. I would say it's pretty sad to see, you know, the founder of the company, Frits Goldschmeding, was quoted a couple of times. At the core there was the of his principle, the respect for the people, social responsibility, transparency, and integrity. How did this management play in our story?
Complete disrespect for the former employees, despite Sander always claiming that he's creating the most equitable talent company. No social responsibility, as the company basically relied on the public funds to bail out only partially its former employees across Europe, always shielding behind the excuse, "We do not have any operational control." Three, full lack of integrity, as since day one, this joint venture was just a scam to get rid of Monster at low cost. I will be going to close quickly to the conclusion. My j'accuse here is not against all the company of Randstad because, you know, I had the privilege to work for 15 years, first as a vendor, then as an employee, and there are plenty of valuable, highly professional people in this company.
Now there is the direction that the company has taken is not the right one. I have to say that many managers in the company, they've been ashamed of what has been done, and I had a lot of people reaching out to me privately to express their solidarity. In conclusion, actually the previous person mentioned the collapsing share price. Nobody mentioned in this room for the moment. It was mentioned Manpower, but Adecco was never mentioned. Nobody claims that the market is very difficult currently, but Adecco is. I mean, it seems that now they regained the global leadership, so somebody is doing a better business in this industry in difficult conditions.
Despite all this, the pay, there's been a pretty hefty pay rise agreed for the CEO, for the board. However, there is no sense for its former employees. Dear shareholders, my conclusion is that I do not believe that this management is, you know, quoting a famous The Economist cover page, I don't think this management is fit to lead the company. Thank you very much. The other is I had already asked quite a few technical questions, and I got the answers, but thank you.
Thanks so much. Over to you, Jorge.
Yeah. Matteo, thank you. Thank you. There's a lot of inaccuracies in how you brought that. You have all the questions answered, as you've rightly said in writing, to you. But I'll just like to kind of restate a few points you've made and put it into perspective. The first point is we acted with absolute conviction throughout all the time and the journey we had with Monster since 2016, as we discussed. In 2022, as we also discussed, we were very clear in terms of strategy. We have four specializations, we don't have five.
Monster, we felt during all the changes that had been happening in the market since 2016, in terms of technology, in terms of market, we were not the right owners for Monster. The options and the choice was clear, pursue the right owner and the right house for Monster. As you very well know, we tried to sell it several times, and we basically had bankers and the whole market approach from that respect. We indeed found the right strategic fit with CareerBuilder, which was not much smaller than us, and it was, right or wrongly said, actually a better performing company than the Monster core job boards, by combining the number three and number four job board, as we explained to all employees in the United States. That made it a strategic fit and a logical step for it.
We reviewed all the business plans. We've had a look at all the cases, and we were convinced and acted that this is the right path for Monster.
However, and regretfully, it did not turn out as we hoped. As you very well know, since we started the conversations at the beginning of 2024, basically as we go into the end of 2024, quarter after quarter, month after month, the whole market in job board kept on deteriorating exactly for the very same reasons that Sander just alluded to in what was happening in the market. That meant that the overall scenarios we had in terms of expectations kept on deteriorating. Again, we chose what you call loans to do another injection to make sure that the company could restructure and guarantee that more employees will go from work to work and make sure that we prolong the life of the company to exactly do what we wanted to do to integrate the two.
We continued in this process in 2025, and again, month after month, the market, the whole market, and therefore our performance as well, kept on deteriorating. Once again, we then basically allocated all the collateral we had to make sure that the company could restructure itself, the joint venture could restructure itself an orderly sales process through a Chapter 11. Vast majority of the jobs were basically sold and have found new owners and new companies. Regretfully, indeed, there is a small part of the employees that did not find that. That part of the employees, we are not the owner of the company anymore, and we've discussed this. At the same time, there are national systems and legal processes in every country to cater and to care for these processes.
We, from a fiduciary duty perspective, we cannot now voluntarily intervene in a relationship that we are a minority shareholder. All the answers are on your document and are public online to you. We regretfully find ourselves in this situation after quarter after quarter, year after year, having invested, protected, and tried everything we could do to see success for Monster and to see success for all the employees of Monster that so many years worked with us. Thank you.
Jorge, thank you very much.
Thank you. Let's continue with the first round at the back of the room.
Two years ago at this general meeting, I spoke here as a temporary worker to alert management and shareholder about the situation of temporary worker in France and about the need for direct dialogue with people in the field. Two years later, the situation is still worrying. In France, in our area, we have seen about 20% drop in activity, around 25% fewer permanent employee, and the accident rate of temporary worker remain high. Today, I am here with my colleagues, we are also temporary worker. Our presence here comes from our personal commitment. This is not a union initiative. We simply want to open a responsible dialogue about the reality in the field. We feel the decision taken only from the top have reached their limit.
A company cannot be managed only from above without listening to the people who work every day in the agency on assignment. Two years ago, we asked for a direct dialogue with people in the field. Today, we must see clearly that no direct dialogue has been established since then. We need a direct dialogue with Benoit Labrousse. My first question is simple: Is the group management together with the shareholder now ready to finally open a direct dialogue with employee in the field and a temporary worker in order to find concrete solution for the future of the company? My second question is about workplace safety. Work accident among temporary worker remain high and represent not only a human issue, but also an important economic cost for the company, for client, for society.
What specific objective has Randstad set in France to reduce the cost related to accident involving temporary worker, and what concrete action are being implemented to reach this objective? I believe this question is also an important for shareholder because preventing accident is both a human responsibility and a matter sustainable economic performance. A global company like Randstad cannot succeed in the long term without the listening to the people who make the company work every day. Thank you.
Yeah. Thank you. Myriam, over to you.
Yes, thank you, and indeed, a good discussion this morning. Let me address your questions. First of all, in terms of dialogue, as you know, we have a culture that really values dialogue, and this is very important for us. For that, we have a structured way and informal way to do it. This morning conversation was helpful. We have also social partners in countries that are elected by the employees, and we really values those social partnership in countries to share the information in an orderly manner. As it relates to France in particular, we are today, as you know, in negotiations to renew.
We have an electoral protocol that is very strict and requires unanimous sign off by the trade unions. At present this is not the case, and therefore the negotiations are going on. As we discussed this morning, I expect that in the course of 2026 we will be there because we are making already good progress. In the meantime
We have extended the mandate of the employee representative, and this is important because it allows the representation body to still operate in a very normal way with our local management, obviously. That's for that part. As part of that dialogue, actually, there were questions about and desire from some trade unions to reach an agreement that aligns with the future operating model. That's important, so we have already established consultations in the past months and that continues to be.
As you know, one of the pillar of the strategy we mentioned this earlier on is specialization, and we are working in France, like other countries, to the future operating models, specifically in OTS and PTS, to strengthen the specialization that framework that we have. Again, this is done in consultation with our social partners. Actually, meetings are going on, and there is another one next week. That will clarify, to your point, the role of the branches, the role of the in-house delivery centers, digital marketplace. That's exactly the core of the discussion with our social partners. When it relates to health and safety, you know, we mentioned this earlier on in the sustainability topic.
Clearly, this is at the core of our sustainability strategy. It's one of the pillar, and it's very important for us, both for our own employees, but also for the temporary workers. In France, in particular, we are taking preventive actions, but that's across all countries. That goes from training to specific webinars and so on, information, best practice sharing also with our clients. We have in France KPIs that we measure closely, like in any countries. Specifically in France, what we see is that we are achieving the best results from the past years.
Specifically, we have a frequency rate that we measure, that is the number of accidents at work, and this has reached the lowest level since we started to measure that KPI in the past years. We also measure preventive index in France, that is the percentage of temporary workers without accidents. Again, this year in 2025, we have achieved the best level ever in France. We continue the effort, and thank you for the dialogue and keeping us true to that goal. Thank you.
Thank you very much. Mr. Key ner?
Yeah.
Yeah.
Mr. Keyner.
Yeah. Thank you. As I said, my name is Keyner, VEB. Someone talked to me prior to the meeting, and I recognize this gentleman from two or three years ago. I'm an absolute capitalist, so if there are discussions between workers or employees or intermediaries that say, "I want my money," or, "I want a job," I will never choose for the employees. On the other hand, Randstad should not facilitate that people are be sent to unsafe environments. If you have clients that cannot guarantee that people can work safely in a safe environment in a factory, for instance, I don't want that as a shareholder. The fact that this gentleman was here a couple of years ago with a comparable comment is something that worries me.
I really hope you take his comments to heart. This is something I, as a capitalist, really don't wanna go that far. People need to be able to go to work safely. Then I'd like to comment on what Mr. Spanjer said. Well, it was his typical way, his very direct way of putting things, perhaps a bit aggressive. Doesn't mean to say that he is wrong. He's not wrong in the fact that the share performance of Randstad has not been very good over the past few years. In my own intervention, I put things into perspective. Of course, the market is tricky. We have had COVID, and now we have inflation, and we have all these new crises that we're gonna face over the next few years.
Having said that, for a number of years, at least 20 years, you've been saying that you have targets for profitability, EBITDA margin between 5%-6%. I understand that you would not be able to pull that off within a couple of years. Now, decades have gone by, and still, it's 3.1% right now. That has been calculated in a positive way because the one-off costs that keep recurring that are not that one-off have not been deducted. In actual fact, the performance is a lot worse. The question I have right now is not a question to the Executive Board but to the Supervisory Board.
How much patience are you gonna have with the current executive board if it turns out that in the next two or three years with this strategy or new strategy, that you can't even hit the 5% or 6% or that you will be lagging behind around 3% without including the one-off costs of restructuring, et cetera? How much more patience will you have?
The Chairman. Health and safety, I think that's more important than the margins, I would venture to say. This is a main issue for the company, so I want Sander to once again emphasize that. Thank you for that question. Evidently, we only s end people to work at places where they can work safely. Part of our protocol is that if we have a new client or a new location, we do a health and safety inspection, and we discuss with the clients what the measures are, which materials are needed, what PPE is required, protective equipment, et cetera. We make sure that these PPEs are made available. You just heard my colleague, Myriam Beatove, say that in France, this same gentleman indeed attended the meeting as well. At the time, we said we will improve the situation, and the situation has been improved. I understand from the French CEO at the highest level of the industry even.
Yes, it is right at the top of our agenda, number 1, because if people can't work safely, there's no Randstad, actually. I fully agree. Second question, I suggest we postpone it until when we discuss the reappointment of Sander. Otherwise, we have all these discussions, and we rehash them all the time. If you allow me, I'd like to postpone this matter so that we address it. Ladies and gentlemen, it's almost 12 o'clock, and we are still discussing 2A, item 2A of an agenda of 9 points. We really need to speed things up. If you really have urgent comments, please go ahead, but please be concise.
Thank you, Mr. Chairman. I don't know whether I had addressed it, but age discrimination. You yourself discussed people over the age of 50. Randstad's not to blame.
Very often, it's the client who's to blame. Client comes up with all sorts of issues, additional issues from which we can infer that the client feels that the temporary workers are too old. It happened to me not so long ago. I like to have a feeling, a feel for the shop floor. This colleague couldn't get a job, and the client had all sorts of requirements, and she couldn't go along with that. What can we do about that, Chairman?
Thank you. Then I think it's Mr. Fricke, and then Mr. Spanjer, if I'm not mistaken, and then we'll close this agenda item. Today is Sander van 't Noordende's birthday. There are all these curious things that are coming up. I'd like you to take down in the minutes that he is assisted by a top team.
Jeroen Drost is in the top 10 of the most influential supervisory directors. Laurence Debroux is in the top 20, and it added top 15 case. Cees 't Hart in the top 60. It is a top team, and I am putting some challenges to you here. The gentleman on the left-hand side is from Spain. Spain is the most sustainable country in Europe at this point in time, so there's a lot we can learn from Spain. The alliance with Brazil. Brazil is a wonderful country, and that can also help us. If the supervisory board can make sure that we can quickly open branches in more countries, we can boost our performance because my share was 60 EUR, now it's 20 EUR. There's a lot of work to be done. You have enough quality.
You're repeating your points as the chairman. Thank you.
Mr. Spanjer, please, a concise question.
I'm always concise. Always concise, as you know full well. Let me come back to the truck drivers. Of course, I know a lot of people who work with trucks, and I ask around, and they say, "We go to Randstad. We want truck drivers, but Randstad can't provide truck drivers because either they don't have any trainings or they don't have enough training possibilities, not what we need." Frits Goldschmeding says he was in favor of talent, and he trained them himself.
Why does the supervisory board not say to the executive board, "You guys, you need to set up your own schools, your own training centers for electricians and the likes because there are shortages in very many professional areas." Why don't you pressure the executive board as a supervisory board? Of course, it's a disaster, the share price, but you are also owner of the SAIL ship Amsterdam. You took part in SAIL Amsterdam. Randstad organized all sorts of parties on the ship. I saw it myself, and I saw all these people. Why is it that we never received an invitation last year to party on the ship? Because the ship was taken back from France.
I know that because someone told me, a little bird told me, and I also know that the age category to take people back or to have people returned, you also fixed that, so et cetera, et cetera. Why didn't we get an invitation for the ship? That was really my question.
Well, it'll disappoint you to know which parties the supervisory board attends, but anyway, neither here nor there. Sander, let me start with age discrimination.
Obviously , at Randstad, we do not discriminate in terms of age. Should there be any indications from clients that they select people on the basis of their age, we will engage with the client and make sure that the process proceeds in a proper way.
That is what I can say and must say about this. As far as the truck drivers sector is concerned, and Wouter van de Bunt, I thought you were gonna say, "Why doesn't the Supervisory Board start driving trucks?" That's what I thought you would say. Hey, we have a specific team specialization in the Netherlands for the truck drivers who cooperate with training centers for truck drivers. What you say is precisely what we're doing, and we do that. We don't have our own training center, but we do have reserved places in the training centers for Randstad. We're working on that, and every day we are making progress, and we are placing new truck drivers. Wouter van de Bunt. Wouter van de Bunt, speaking off mic. The interpreter can't hear what Wouter van de Bunt is saying without a microphone. Very sorry. Wouter van de Bunt, you made your point.
Agenda item 2B, corporate governance structure and compliance with the corporate governance structure in 2025. All the relevant information you can find on pages 145 to 160 of the annual report. Are there any questions? Now we can proceed to 2C, which is the remuneration report 2025. You'll find that in the annual report. Sorry, pages 145 to 160. I'd like to give the floor to the Chair of the Remuneration Committee, Annet Aris, to give a short introduction.
I am pleased to elaborate briefly on the remuneration report for 2025, which you will also find in the annual report. It was discussed this morning that 2025 was another challenging year due to difficult, volatile macroeconomic and specific market conditions. By focusing on rigid cost control, the impact on profitability was limited while strategic investments continued. In part as a result, significant progress was achieved in implementing the Partner for Talent strategy. For example, increased specialization and the successful rollout of fully integrated front office IT platforms and digital marketplaces. In 2025, this general meeting of shareholders approved the amended remuneration policy for both the executive board and the supervisory board, with 87% and 88% of the votes cast respectively. In 2025, remuneration was last approved in accordance with the policy at that time.
In this year's remuneration report, we have once again sought to improve clarity and reliability. In 2025, the base salary of the CFO and CHRO was increased by 3.9% in keeping with the weighted group average for employees. The base salary of the CEO and the COO at the time was not increased. The short-term financial targets resulted in a payout of 76% of the target, whereas the short-term non-financial targets resulted in 103% of the target, meaning that the combined STI for the CEO equaled 98.7% of base salary, and for the other members of the executive board, 82.5% of base salary. As for the long-term performance share plan, which was conditionally granted in 2023, vested at the end of 2025 and resulted in a payout of 68% of target.
I am pleased to answer any questions there may be. Mr. Keyner. Yeah.
I'm Mr. Keyner from the VEB. I'm in between both of the ladies holding microphones. I have no criticism of the remuneration system. It is what it is and was approved by shareholders. For you as Remuneration Committee, you it must seem very awkward that in a situation where shareholders for several years in a row seem to have lost out on their Randstad investment, that any bonus at all is taking place. I sincerely understand that the hardest work of the executive is to make fundamental changes to the organization and to work on a future-proof business model that takes some years. In my view, it could be more radical and faster, but we can agree to disagree.
Isn't it so that the actual financial results from the bonus should be expressed only once the shareholders have been able to benefit from them, so when the financial results are phenomenal? Don't you feel awkward that there is any bonus at all as long as the shareholders continue to lose on their Randstad investment? You must at the very least see this as awkward. Well, I'll take additional questions, and then we'll start answering them.
Basically, I agree with the VEB. I believe that the supervisory board listens carefully and realigns turbos such as some increasing share prices, open many new branches in countries, and with a McKinsey or BDO or for the VEB that could be arranged. There is a big improvement ahead. If Randstad is willing to get on board, that could yield successes. I believe that there is far more potential here because a share that goes one way and goes in the other direction. Hey, Mans, that's unfortunate. Of course, I'm very kind, but you have so many wonderful qualities that it could easily boost the share price. Consider the vocational education. You could score greatly if you train plumbers. Well, you don't need to lecture us.
Do you have a question for Annette Aris, or is this a comment?
Well, I am addressing Annet Aris, and given your professional background, much could be done to change this.
Thank you. Any other questions or comments?
Yes, Mr. Chairman. Just as the VEB says, on this slide, we learned that 2025 was still worse than 2024. How can the bonuses distributed have exceeded 50% in the remuneration report? I did not find the answer, and I would like an itemized reply as to why it was distributed. The floor to Annet.
Referring back to the explanation that we provided last year about the remuneration system. If you're looking at what you're going to remunerate management for and incentivize them, there are three elements, and you're entirely right. Absolute performance, revenue, share price, and the like matter.
Second, of course, you want to reward management for how they dealt with extremely difficult circumstances and how quickly they responded because you want them to do likewise in the future. Third, it's very important that progress is being achieved in the strategies. Ordinarily, if you revise a strategy or achieve a turnaround, the first results appear operationally by certain things that happen, and only later do you see the financial effect. In our remuneration system, we tried to strike a balance between those three elements. I agree with you that the absolute results were not as we would have liked them to be because you can see that on certain KPIs, the management received 0%, and as much of the remuneration is based on the trend in share prices, management is suffering just as you are in that respect.
Other things such as the extent to which the management was able to cope with difficult circumstances, so their relative performance. We also considered that in setting targets, assuming the expectations for that cycle, also in relative terms, management achieved the objectives in part, as well as on progress on strategy, which is quantified in relative operational progress, and we did see progress there. It was a balance of those three elements because, of course, we value you as shareholders, but we also value management working on the right things.
Thank you, Annet. Next, two brief remarks remaining. Mr. Keyner. Apparently, there's a fight to give you the microphone.
My name is Mr. Keyner, not with a Z. I understand that remuneration systems are highly complex, but what I sense from your reply is that they really did their best under very difficult circumstances.
What about, "And we're not doing as badly as our competitors. Look at them." I have a twofold answer. One, is your management so impatient that they cannot await the fruits of their huge efforts financially? So the financial results as well as in how it reflects in the share price. That's my first reply. The second part of my reply is if management needs to be rewarded for their dedication, why don't we simply abolish the base salary? Because that's the purpose of the base salary, after all. If you say, well, you as shareholders also benefit. Yeah, but the shareholders are experiencing a deterioration of 10%, 20% or 30%, 40%. The base salary is not being reduced by 40%.
That's the standard remuneration, and it's only in the event of exceptional performance over the long term that you receive additional benefits. I'd like to share those two considerations. Basically, your account is the same as at other firms, but that doesn't mean that your logic is right. Thank you very much.
Matteo Nicolò again. Yeah, just one comment. Obviously, the achievement of a target is the result of the target that is set. The financial target is the EBITDA. EBITDA of last year was EUR 752 million. The EBITDA target was EUR 650 million, so there is a -14% year-on-year. Here my question is, wasn't maybe the target a little bit shy? Usually in businesses, there are not many businesses that they provide the targets with a big minus double-digit number. First thing. Second thing, we always speak that we are doing better than the competition, but I insist, I still feel that here the elephant in the room, Adecco, is never mentioned by anybody. Historically, it's always been a tight race between Randstad and Adecco.
Adecco has been doing very well in the past two years. I insist the environment is complicated. Nobody's questioning this, but somebody is doing probably a better job. Thank you.
Yeah.
Yeah, maybe, two comments with regard to the EBITDA target. It's indeed lower than last year, but we all know it's a very cyclical business, so we always try to balance what we think will be the impact of the economy, which is the relative effect, and then what is a good absolute target. Our expectations for this year for 2025 are definitely lower than for 2024 economy-wise. Not even taking into account all the geopolitical happenings which we had, actually no idea of and when we set the targets the end of 2024. With regard to Adecco, you will see we have one important financial target, which is relative revenue growth versus the main peers.
That compares our performance among others with Adecco, and you see that the target achievement on that one has been 0%. We definitely look at that aspect. Thank you.
I propose that we move on to the vote. The vote on this and the next. Excuse me. The voting system will remain open during this item and throughout the rest of the meeting. The exact text appears in the agenda. After 8 B, I will close the vote, and then Jelle Miedema will disclose the voting results after any other business. On to 2 B, proposal to adopt the financial statements for 2025. You'll see that on pages 161 through 234 of the annual report, and it's been described in detail. I'm pleased to start by giving the floor to the audit committee, Laurence Debroux to describe some of the activities of the audit committee in 2025 and cooperation with the external auditor.
After that, we'll hear from Jacobina Brinkman on behalf of PricewaterhouseCoopers. Laurence.
Good morning, everyone. 2025 was obviously marked by continued business challenges, but also on the positive side by sustained progress in the transformation of the company. In that context, balancing long-term strategic priorities with short-term operational realities required a strong focus on financial discipline indeed. As you know, the audit committee supports a full supervisory board in overseeing Randstad's financial statements, financial and non-financial reporting processes, the financing policy, and the risk management system. In 2025, the committee consisted of Cees 't Hart, Jeroen Drost, and myself. We held five meetings, four of them prior to the publication of the quarterly result. Ahead of each meeting, there were preparatory discussion with the CFO, with the managing directors for control, financial reporting, and business risk and audit.
On behalf of the committee, I also met with the external auditors in advance of each meeting. During the year, we paid particular attention to development in results, cash flow, and financing. We also had as a recurring item on the agenda, data protection, information security, and cybersecurity, of course. We reviewed the development of IT general controls. We emphasized the need to further strengthen these controls, which the company is addressing, through its digital transformation program, so a global approach. We paid particular attention to the topic of access management, which is fully aligned with the external auditor's comments. At each meeting, we received updates from the director of business risk and audit on the work and the conclusions.
Of course, we also monitored progress towards the updated statement on risk management, the so-called VOR for which is part of the management report in the annual report. The committee reviewed the audit plan of the external auditors. That includes the scope, materiality approach, focus areas, fees, and independence. As this was the first year of PwC as external auditor, attention was of course given to the transition. I am pleased to report that no significant findings requiring action were identified in the transition process. The committee continued with the good practice of holding at least one annual private session with the external auditor without management present. In addition to the financial audit, the supervisory board has requested that PricewaterhouseCoopers perform limited assurance procedures on selected non-financial information in accordance with CSRD.
Still on CSRD, the committee reviewed in depth the updated double materiality assessment. As a conclusion, I would like to thank the global finance team, as well as the internal and external auditor for their hard work and for the dialogue with the audit committee. Thank you.
Thank you very much. I would like to hand over to Jacobina.
Yeah. My name is Jacobina Brinkman.
I'm Jacobina Brinkman. I'm the external auditor of Randstad on behalf of PwC, and I work closely with Martin Bont as such, who is also present here. As you will have read, we issued an unqualified audit opinion on Randstad's 2025 financial statements. That means that the financial statements accurately reflect Randstad's financial position as at 31 December 2025. It also means that Randstad's annual report contains all material relevant information required by law. We have also issued a review report on Randstad's sustainability reporting. That means that based on the work performed and the information obtained, no information has come to light suggesting that the sustainability information is incorrect. I'm now pleased to explain a few key areas of focus and findings from our audit. This was the first year of our audit that's been mentioned a few times.
We reflect on a successful transition year in which we deepened our understanding of Randstad. That was our focus. In the first year, we devoted particular attention to Randstad's internal control environment. The internal control environment is the entire system of how Randstad is organized to ensure that everything runs smoothly. It encompasses the culture, rules, processes, and management and staff attitudes together, ensuring reliable financial reports, compliance with laws and regulations, and prevention of errors or fraud. This is the foundation of an organization's internal control system. Randstad started standardizing and centralizing its IT landscape. Over the past year, we have monitored how Randstad has prepared for this change, and in the years ahead, we will continue to track this carefully. The objective is to centralize future audits more and to increase the focus on the systems.
Randstad is the parent company of a group of entities, and the financial information of this group also appears in the consolidated financial statements. As group auditors, we are responsible for identifying and assessing the risks of material misstatements in the consolidated financial statements. Based on this risk assessment, the audit approach has been tailored to perform sufficient audit procedures to express an opinion on the consolidated financial statements. Determining the audit approach includes establishing whether other auditors need to be involved for parts of the group and as explained in our audit opinion, we engaged 12 auditors, mainly based abroad to audit parts of the group. They are all auditors from PwC's global network. As a result, our work covered 82% of the total consolidated revenue, and we audited the remaining 18% through analytical procedures.
As group auditors, for example, we worked on the consolidated and group-wide matters, including valuation of goodwill, valuation of deferred tax assets, external debts, and share-based payments. As I mentioned, we used local auditors for the group entities because they're more familiar with local laws and regulations and are therefore better able to perform the audit. We drafted instructions to this effect and it stated our expectations as to what they were expected to do in their work. We participated in discussions about scheduling the local audits and monitored progress through ongoing communication, and we met with all auditors in all group entities, both online and in person. These in-person meetings took place in the United States, the Netherlands, France, Belgium, and Germany. We also held joint discussions with local management regarding the performance of the group entity and the internal control environment.
We reviewed the work of the local auditors, received written communication, and attended key meetings of group entity auditors with local management. By combining the work at group entity level with the work that we performed as group auditors, we are able to substantiate our opinion about the group and our unqualified audit opinion. Now, materiality. For the audit, we defined a materiality threshold and in this audit, established EUR 50 million as the materiality threshold based on 0.25% of total revenue. We also reported all audit differences exceeding EUR 2.5 million to the Supervisory Board. In our opinion, as with all our clients, we address fraud risks and business continuity. In our report, we specifically addressed several fraud risks we identified at Randstad and the procedures that we carried out in response.
First, we identified the risk that management may override internal control measures. In all our audits, we address this risk because management is uniquely positioned to commit fraud due to the possibility to manipulate the accounts and draft fraudulent financial statements by overriding measures that otherwise seem effective. To this end, we used data analysis to identify unusual transactions and subsequently worked on those including inspecting source documentation. We also paid specific attention to access security within the IT systems and the possibility that this could lead to a breach of separation of duties. Our work did not yield any indications of fraud or suspicions thereof. Next, the second fraud risk in revenue recognition. Management is entitled to bonuses that depend in part on achieving certain financial targets, such as revenue growth.
This may lead to management bias and to incentives to overstate revenue by recording fictitious revenue transactions. What did we do about this? We performed our audit procedures using a combination of testing internal controls and detailed procedures. We also used data analysts to identify revenue transactions that did not follow standard business processes and further examined these transactions. I'm almost done. Two more pages. Our audit work did not reveal any specific indications or suspicions of fraud relating to preventing the reported revenue. Key audit matters in our audit are issues that we pay particular attention to in our work. In the previous audit, we identified evaluation of goodwill as a key audit matter because determining this value is subject to considerable estimation uncertainty.
Our work included, in part, our retaining experts, and we also questioned the management about evaluation of goodwill, especially when a nine-year projection period is used, and the assumptions of management concerning, in part, revenue growth, EBITDA margin, and the discount rate applied. Wherever necessary, we substantiated internal information from management with external evidence. For those cash flow generating units in which there could be an estimate of a loss in value, we assess the current results for the current year with the projected figures from the previous year to assess whether in those projections the assumptions had been overly optimistic. We used the outcome of this comparison as input to test whether the management's assumptions were reasonable and sensitive for future cash flows.
Based on the work we did and the audit evidence obtained, we consider management's assumptions to be reasonable and agree with evaluation of goodwill. I mentioned earlier that we look back positively on our first year as Randstad's auditors. Our colleagues in group entities have also indicated that the transformation went smoothly and in good cooperation, and that they appreciate the fresh perspective we offer. In addition to our regular interactions with, for example, Randstad's finance, legal, IT departments, and business risk and audit function, we spoke with various members of the management. In addition, I attended the audit committee and supervisory board meetings. I found the discussions during these meetings to be open, professional, and reflecting genuine interest in our findings, observations, and recommendations. We believe that a solid foundation has been established, providing a strong basis for ongoing cooperation in the years ahead.
Finally, I would like to thank the supervisory board, management, and staff at Randstad for the pleasant, constructive, and professional working relationship over the past years. Of course, I'll be happy to answer your questions. Are there any questions?
Yes, I see some hands raised. First, Mr. Keyner. Microphone to Mr. Keyner, please.
Yeah. It's one of my huge concerns and frustrations that women don't approach me, but I still got the microphone. What the lady from PwC could have said at many companies, I have only one question. In your first year of looking at Randstad, what surprised you in your audit? It doesn't have to be good or bad, but what would you say was entirely different from what you expected when you received the question?
We'll take the questions together this time, Mr. Spanjer. Mr.
Spanjer, my question is, what percentage of your work did you do with AI? Because in its own auditor, KPMG said the price has to be reduced because X% was spent on AI. My second question is the audit of the subsidiaries. Your company changed from 0.9% in 2024 to 1.7% in 2025. Can you give me a specific explanation for that difference?
Do you have any other questions, Mr. Spanjer?
Not yet.
Mr. Frike.
Thank you. We live in Europe, the country with the greatest affluence, and all our important data are in the U.S., and somebody is in charge who is traveling around the world with a shotgun. How can we improve to avert the risk of our systems succumbing and us no longer having access to our data?
How has that received consideration and been secured also in relation to AI? First, what surprised you?
Well, yes, I was thinking about what surprised me. Well, we weren't that surprised, but we did determine that when you're working with a new company in the first audit year, and the company, it is present in so many different places, then the job is always bigger than you initially expected. Before we can do our work, we need to understand exactly how certain processes take place one step at a time. This company also includes many different systems, and that's very time-consuming, perhaps more than we expected in advance.
That may have been one point where we thought, "Okay, all those different systems are a lot of work." We are very eager for greater harmonization and standardized systems, but I believe that management intends to do that. Now, next about AI. Well, I couldn't tell you what percentage was done by AI, but we're working with AI in many different fields. We challenge our teams to make things easier for themselves every day and sometimes to improve their insights with all the resources available. The exact share, I didn't add it up, but it is a very important principle. In the years ahead, it will become increasingly important. The question about the subsidiaries, what did that question relate to? We're talking about the fees. That must be the BDO.
That's not us. The model that we apply here is that PwC audits everything needed to be able to sign off at the group level. There are also a great many local entities that require a local financial statements or statutory financial statements, and in our model, those are all audited by BDO. We're not BDO. In the shift from Deloitte to PwC, of course, we redefined our scope. Sometimes we audit slightly different group entities than our predecessors did, and BDO therefore also audits different group entities. There was a shift, but that's not the part that we do. Perhaps Jorge could say a bit about that. I can't say that about the other group entities. That's what I was explaining. Only for the consolidated financial statements.
So, um, well, um-
Yeah. The next question concerned the systems. Are we dependent on the United States? Has that been checked? Well, I believe that question is for management. We did not focus on that specifically. Most parties that we work with in information technology, such as Amazon and Google, do indeed hail from the United States. Of course, we took all measures that behoove a good company, such as security, backup, and everything related to that. The risk that in the United States somebody said, "I'm just going to pull the plug," has, for the time being, been assessed as a remote risk, but it's certainly something that this week I spoke with my CIO, our CIO, to examine in what measure that's a genuine risk and which measures we should take. It's on the agenda. Please stay tuned.
I think there was a question over there.
My name is Dekker. I'm from Utrecht. I have a detailed question, and this detailed question concerns a key audit matter, goodwill. We have text about this on page. Let me take a peek. Page 178, if I'm not mistaken. Eighty-seven says the speaker. Sorry, page 177 and page 187. If we look at that also in the light of the fact that it is a key audit matter, we see the position of Germany, important part of overall goodwill. At the same time, on page 187, we see that performance in Germany, to put it mildly, expected to be justified, of course, given Germany's position and economic position.
Well, the performance of Germany was not favorable. My question is, what is your perspective on these developments also compared to the goodwill that you have on your books at Randstad? Did you yourself look at this, or is this an item that you left to the foreign auditor? Or. I'm somewhat surprised that there was no adjustment for this in the financial year 2025. What are your arguments to say, "Well, that'll sort itself, and over the next few years or the next decade, we will have a good profit," because segments, not everything, the segments or the sectors Randstad is operating in, well, you can't really say that they have wonderful and spectacular short-term perspectives.
Yes, we have looked at it ourselves.
Anything concerning goodwill and the valuation thereof, and also reviewing it, the value as it stands, we do that ourselves as a group team. Randstad Germany is indeed has been part of that debate. By the way, this is explained in the annual statements, the financial statements by management as an explanatory note to those items in the financial statement, specifying that this concerns some sensitivity. Especially if you'd adjust the assumptions to a certain degree, this would be something that would be sensitive to that. We asked many, many questions about this. We consulted many source documents. We talked to management in Germany about the plans. We also looked at the number of branch offices. We looked at the number of clients and new clients that have left.
In short, I can mention lots of other things, but we took a very detailed look at this, particularly to address the question that you have just asked. Because these are estimates, and these estimates have to be as reliable as possible, and it is up to us to challenge management in this respect. Therefore, we involve source data. Conclusion is, this year, nothing had to be accounted for. If there's something sensitive this year, then next year you will take a very critical look at it, and management will be the first to do that. Then we will be challenging management. That is all the assumptions that are being made.
The delay, yeah.
Well, we do that as well, says the Chairman.
Let us move to agenda item two E, explanation on the reserve and dividend policy. Jorge already explained that. Are there any questions? Mr. Keyner has a question.
Keyner, VEB. I'd like to commend you on your capital allocation policy. Extremely transparent. I think that many companies should take you as an example. Last year, 2 million shares have been repurchased when the share price was very low. This is a big dilemma, but it is important to us. How do you make sure that in those times in which the share price is very low, that you do buy back lots of shares? On the other hand, when the share price is incredibly high, that you do not buy back that many shares. The sort of anti-cyclical operation.
Well, apparently it doesn't happen. How do you deal with that dilemma?
I mean, share buyback. The transaction you're talking about is primarily about purchase plans and employees. We do not have a running share buyback program. As you can see and you know our capital allocation policy, our ordinary dividend is a cash dividend. In the case we find ourselves with a leverage ratio below one, we then have potentially a discussion about returning extra money to shareholders. Now, we also have to balance this with the need to invest in the business like we just discussed earlier on. Then indeed, in that option, we can consider a special cash or a share buyback. At this moment, our leverage ratio is trending again towards one, so there's no intention to do any special return.
If we ever think about changing the capital allocation policy, we'll then communicate it right on time. Thank you.
Other questions? No.
Any other questions? If there are no other questions, 2F, a proposal to declare an ordinary dividend for the financial year 2025. It is proposed to pay an ordinary cash dividend for the financial year 2025 of EUR 1.62 per ordinary share, which corresponds to a payout ratio of 64% of the underlying adjusted net profit. The dividend payment on preference shares B and C totals EUR 8.2 million. Are there any questions? I would then ask you to vote on the agenda items under 2, insofar as you have not already done so. In the meantime, we will move on to agenda item 3A, granting discharge to members of the Executive Board for the performance of their duties. I propose the following resolution on discharge of responsibilities.
The general meeting of shareholders grants discharge to members of the executive board for the performance of their duties in the financial year 2025, insofar as this becomes apparent in the financial statements, the annual report or any other information submitted to the general meeting and the explanations provided at this meeting. Are there any questions? Now we can move on to agenda item three B, granting discharge to the members of the supervisory board for the performance of their duties. I propose the following resolution on release of liabilities. The general meeting of shareholders grants discharge to members of the supervisory board for the performance of their duties in the financial year 2025, insofar as this is apparent from the financial statements, annual report, other information submitted to the general meeting, and the explanations provided at this meeting. Are there any questions?
Could you now vote on agenda items 3A and 3B? There is a question.
Yes. Well, I may not be that clever, but I simply don't understand. Adecco has been stable over this past year in terms of revenue, and Randstad is declining. If this trend continues, Randstad won't be a market leader, a global market leader. I'm concerned about this. We do have a secret weapon, fortunately. He is in the top 20 of the top supervisory directors, Robert Jan van de Kraats. He always showed all these increasing statistics. Perhaps you can include him because I do think that there are important targets, independence from energy, independence from the United States, and also boosting revenues and recruiting more employees and more temporary workers. Perhaps you can boost the turbo here. I have every confidence that you'll be able to do that with Robert Jan van de Kraats.
Okay, can you now please cast your votes for items 3A and 3B. Now, onto agenda item four, proposal to amend the remuneration policy of the Supervisory Board. I'd like to give Annet Aris, the Chair of the Remuneration Committee, the floor to briefly explain.
Yes. Last year, as you know, we introduced a remuneration for the new technology committee, which was introduced at the time, assuming that this committee would be meeting twice a year. Well, as you all know, the whole subject of technology has become increasingly important, and it turns out that there is a need to meet at least once every quarter.
It is our proposal to increase the remuneration for the committee, which was lower than the remuneration of other committees to bring it in line with the Remuneration Committee and the Nomination Committee. The increase is as follows, for the chair from EUR 15,000 to EUR 21,000, and for the members from EUR 10,000 to EUR 15,000. This is in line with what the members of the other committees receive.
Are there any questions? Yes, Mr. Spanjer.
Ms. Aris. Well, Chair. Chairman, can I ask a question to Ms. Aris directly, or should I ask the question through yourself?
Yes, you can ask the question to the chairman, says the chair, and I will decide who answers the question. Mr. Spanjer.
Okay, my question.
Okay, last year, this committee was set up, but last year we also knew that technology was very important. How is it that you didn't know last year that you might want to meet every quarter or perhaps even every month? Why is it that just after a year, all of a sudden you realize that the members require a 50% higher remuneration and the chairman even more? How is it that after 12 months you realize that you made a mistake? Is this symptomatic or something like that?
We made mistakes because the numbers of 2024, 2025 were disastrous as well. We've had a disastrous situation for 11 or 12 quarters. Well, you could also turn it around. We have understood that this takes more time, so this is why we're making the proposal.
I think we can leave it at that, says the chairman. Agenda item 5: Proposal to reappoint Sander van 't Noordende as member of the executive board. You can read the explanation in, for this in the agenda. Sander was appointed as a member of the executive board in January 2022, and has been chairman and CEO since March 2022. Under his leadership, Randstad's Partner for Talent strategy has been rolled out, including a clear strategic vision, a number of strategic priorities, and a long-term perspective for value creation for all Randstad stakeholders. He possesses extensive knowledge of digital developments that impact our sector and our business model. Adapting our strategy is essential now that our industry has been facing both cyclical and structural challenges for some time. Randstad is therefore fully engaged in a phase of strategic implementation and change.
This requires leadership, perseverance, and an energetic, consistent approach and execution. It is therefore crucial that Sander continues to contribute to Randstad. During his earlier presentation, he discussed at length what has been achieved over the past four years and what he sees as key priorities for the coming term. The supervisory board proposes to reappoint him for a second term of four years. Are there any questions? Please go ahead. Well, you've already made a number of statements. Well, not you personally, but others have earlier on in the meeting. I suggest to all of you that if you have a point to make, you can always ask questions, but please be respectful.
My name is Stevense, Stichting Rechtsbescherming Beleggers. We would like to hear from Mr. van 't Noordende. Why he wants to continue in this position for another four years.
Have headhunters approached you over the past few months, asking you to switch to another company?
That's a good question, says the Chairman. Sander.
Well, from time to time you do receive phone calls, but I don't answer the phone or I always keep the conversation short. That really is a short answer to your question. Why do I want to remain CEO, Chairman of the Executive Board? Really, the main reason is that we have embarked on a strategy, and we've been through a difficult time, and we see the first results of the strategy. We're not done yet. Not for the time being.
The job is not done, and we have to keep up the good work for the best results, which is why I'm happy to commit for the next four years in order to finish the job in such a way that we have a Randstad fit for the future.
Thank you. Any other questions or comments? Please go ahead.
Yes. Mr. Keyner is my name. I'd like to remind you of a comment that we made earlier on. I carefully read your annual report, and I think that showing that the tone is more positive and optimistic than actual reality just would justify. But anyway, I reminded you of the duties in the long run, and the long-term targets are coming close. That is the EBITDA margin between 5% and 6%, and you are not even coming close.
You're stuck at 3.1% without deducting the one-off costs. My question to you, to the Supervisory Board is, it's not that I want to get rid of Mr. van 't Noordende. He might be doing an incredible job and, my question is, how much patience do you have as Supervisory Board to allow this Executive Board, not only the CEO, to continue on this path? Would you say that if it continues to be 3%-3.5% over the next few years, that you might think we might need a different team, a team that might take much more radical measures to achieve the 5%-6%? I'm also saying this because the long term can start today. Thank you for your questions.
The target of 5%-6% has been around for far longer than that Mr. van 't Noordende is CEO, and we've come very close to 5%. But that was it. We believe as supervisory board that the 5%-6% and north of that would only be possible with the strategy that we've now embarked on. Just imagine that this company transitioned from analog to digital and now AI-supported from a generalist to a more specialized business. These are two elements that are gonna put pressure on the costs and are going to boost the margins. Now, in terms of your question, there might be criticism vis-à-vis the executive board in terms of how long this has been going on, 12 quarters.
Well, a lot has been going on in the world, as you know, and we have to keep in mind that obviously this is very disappointing, but in relative terms, it's not that bad. If you look at the TSR, the total return on investment for the shareholder, then relatively we're doing somewhat better. We're not happy. We're not pleased with it. Sander said so in an interview this weekend in the Het Financieele Dagblad. Where do we stand? In fact, we're at a crossroads. All the initiatives now have to come to fruition and all this is going to bear fruit now.
We had hoped that the global economy, the way it was developing, actually the beginning of the year, that that would start growing again so that businesses would start investing, would require more talent, so that Randstad, with its new way of working, could visibly improve its performance and also margins. With everything that's going on in the Middle East, this is the million-dollar question whether this growth will return as quickly as we might think. We say, well, if we haven't hit the 5%-6% in 2-3 years' time, we're not gonna say, "Well, the right-hand side of this table has to be changed." That's not the way we work. The question is, whether these changes are being put into practice.
How about the speed of implementation? Can we see that there are units that are proof of the pudding, proof that the new model is working? Not the 5-6%. It is our target, and we're convinced that we will hit the target at some point. In terms of management and assessing management and taking measures, we're not gonna look at the 5-6%, but we're really going to look at the speed of implementation. In terms of the speed of implementation, if we're satisfied with that. You must have read our annual report. You'll read that in the paragraph of the chairman. You will have read that we would like more speed to increase the pace, but the people on the right-hand side of the table of course have their own ambition.
In this new year, we will continue on that path. It didn't take us so long to take a decision on the reappointment of Sander. We are absolutely convinced that this team is capable of realizing the strategy. Please be concise. Very concise.
I think it's a good thing that Mr. van 't Noordende should continue for the next four years. At the same time, it's always a good idea to look at succession. I think the current CFO has all the qualifications, and he also speaks excellent Dutch, which is a big advantage in this market and also a big advantage for other employees abroad.
I would like Randstad to become much more visible by sponsoring the Dutch football team, national football team in terms of sports, but also the World Wildlife Fund and the Amsterdam Zoo, Artis. They have a partnership, and I think that that would help increase the visibility at an international level and would also boost revenues at a global level. I know something about sponsorships. The 3.1% that you saw will decline once you engage in these big sponsorship contracts. Anyway, I do understand the background of your questions. In those countries in which we operate, not globally, but in those countries which we operate, we need to be visible, and we have to be well-known, and that is what the team is working on. I assume that in the Netherlands you will have seen the new campaign.
Are there any other? No, you didn't see it? Oh, okay. Well, it is certainly impressive. Any other questions?
Matteo Nicolò. Quick question on the. In the last couple of years, there's been a revenue gap of 15% between, well, Randstad was above Adecco by about 15%, and now you're both on the same line. You seem very convinced about this specialization strategy. However, it seems that the markets are not really appreciating it, at least to the extent that you believe it is worthy. Why are you thinking that what will you be doing differently from Adecco from your perspective to ensure that this 15 percentage points flip the other way? Will just specialization achieve this, or will anything else be required?
I don't think at first glance that we should only look at Adecco or the size of Adecco. The question is whether we are winning in the countries in which we already have a presence, and that's a very important debate in the executive board because it may well be that a big competitor may have different geographic positions, and they may have a tailwind. The thing is that we need to win in those markets in which we operate, Netherlands, France, Belgium, U.S., et cetera, et cetera. That is a very important parameter to measure our success and the impact of the executive board and Randstad, how it's growing vis-a-vis Adecco, what the differences are. Sander, do you have anything to add? No, not really. We have a strategy that works.
It focuses on specialization and focusing on talent, delivery of excellence, digitization, making sure that we have the overall best team. We are doing that, and we are going to do that, and that will lead to the desired results I'm sure. Thank you. If there are no further questions, you can now proceed to vote on this agenda item. Before we proceed to item six-
Before we move on to agenda item six, I'd like to mention a bit about Annet Aris's membership of the Supervisory Board. You joined in 2018, and you have served on the Remuneration Committee and have been extremely involved in the organizational and strategic aspects of Randstad, especially in terms of strategy and digital remuneration policy. You provided an extremely important contribution to the Supervisory Board discussions. You did so in an extremely pleasant manner, and you were always thoroughly prepared. You had all those details ready and helped us reach a synthesizing conclusion that really mattered, and we're very grateful for all those years that you did your best for this wonderful company. We're also pleased that we have found a good successor.
It was difficult, but we found somebody that we're very happy with, and that takes me to agenda item six, which is to propose Martin Weiss as member of the Supervisory Board. The explanation and the resume of Martin Weiss appear in the agenda for this meeting, and the Supervisory Board proposes appointing him for an initial four-year term. Before you say anything about that, I would propose that Martin introduces himself briefly.
We're pressed for time, so I'll be very short. First of all, I'm absolutely delighted to be proposed for a term for four years on the supervisory board of Randstad N.V. My personal career has now gone on for over three decades. I started out in consulting with McKinsey & Company. I then went on to become an entrepreneur, and I started a consulting company that then became a global consulting group. After 17 years as an entrepreneur, I then sold that company, and I became a salaried employee again, or as my wife says, I lived the dream but in reverse.
What I did was I joined an international corporation in the telecommunications space in Africa and Latin America, and after that, joined a media company, first on the investment side, then later on as an executive team, and eventually ran that company as the global CEO. Apart from that, I've also, for the last 20 years, have worked on corporate boards, both on the listed and on the non-listed side, and also in the workspace. New Work in Germany is one of the companies where I was actually chairman for four years. If I look at the common theme that was in my professional career, it was change, and most often it was digitally, technologically induced change.
That is not the easiest of times, but that is usually the phase when companies undergo technological change, when the most value is created. If we look at the video that Sander presented earlier today, that is precisely the situation in which Randstad is today, and I hope I can contribute to that with my experience and with my insights. I'm very much looking forward to working with the management team, with the supervisory board, and I'm, as I said, absolutely delighted to be here, and I thank you for your trust.
Thank you very much. Are there any questions about the intended appointment? Please go ahead. You have the floor.
Thank you, Mr. Chairman. I am Mr. Stevense from the Foundation for Legal Protection for Investors. As usual, I am curious how you discovered Mr. Weiss. How did you find him? Because you say you conducted a search, but I would nonetheless like to know exactly how you conducted your search. Did you use a headhunter or an executive service agency? What mission did you entrust them with? How long was the list? And did you subsequently compile a shortlist, and were these discussed in a small committee? And who served on that committee? Did this lead to this selection of a limited number of candidates?
Did you then interview these candidates, and were they sent questions in advance so that they could prepare for the interview? How did the interviews go? Another experience that I saw from close up was that two candidates were selected, and it was impossible to decide between them, so ultimately a third candidate was selected. Was that the case here as well? Thank you.
Yes, you basically described the process in your question. We drafted a profile of the person that we hoped to bring on board, and that was focused on Mrs. Aris' profile on the board. She's a professor on strategic development and digitization, and we wanted somebody with experience in transformation who would succeed Annette and replace her and who might have something new to contribute as well.
He has practical experience because on the one hand, we've adopted a strategy now, but what matters is implementing this strategy. We submitted this question to Egon Zehnder, and we started with a long list and selected a few candidates, and the nomination committee spoke with them, and that yielded a proposal, and that was discussed with the entire board. Martin has met with each of the board members as well as with the management team. At a certain point, Martin may have thought that it would be more difficult. He thought it was very time-consuming. He compared it with joining the management of De Nederlandsche Bank. I think at our end, we did the right thing, and that's why we're very enthusiastic and convinced in proposing Martin Weiss to you today. Now, the final question.
We're running out of time. Oh, you'd like to respond?
Yes, I have another question to Mr. Weiss himself. He delivered a very eager statement, but he didn't describe his experience in the application process.
A short perspective of how you experienced this entire procedure.
Absolutely. Thank you. Great question. It was a very pleasant experience, I must say. It was also a very thorough process. I had a series of interviews. First I was being briefed by the colleagues from Egon Zehnder about the role. I had a very detailed chat with people on the management team. We actually engaged with every single person or I engaged with every single person on the supervisory team. I managed to meet everybody on the management team. I mean, I managed to meet everyone on the supervisory board. I've sat on a number of boards. That process isn't usually as detailed as that. I think overall I had 11 or 12 conversations.
As the chairman said, I think what I can really apply to this role is my experience as a CEO. I ran a company that was active in 16 countries. It was a performance that needed, through digitization, be optimized, and it was a multi-year process. A lot of things that I've seen, I can now see as a challenge exactly in this corporation. What draws me to Randstad, maybe I'll finish on that. What draws me to Randstad is really three things. The first one is, it is a global company, and it is a global leader in its field. The second is it has very strong client relationships and talent relationships.
The third is, I think Sander said that a number of times, there's a very clear strategy in place, and we now need to make sure we implement that strategy. I hope I can be there with advice, but also sort of as a critical voice, to accompany that. The process was great. Now I'm looking forward to implementing it.
Martin, thank you very much.
Martin, thank you. Now, agenda item comprises three points. First, the proposal to designate the executive board as the authorized corporate body to issue shares and to restrict or exclude the preemptive right. B, to authorize the executive board to repurchase shares, and C, to cancel repurchased shares. You can read more in the explanatory notes. Are there any comments about these three proposals? I was about to say if not, but please go ahead. Two points I'd like to make. It'd be good to invest to ensure far more share of voice within the market because that will yield far more money and costs go before income. Invest more in that to expand your network and make sure that there are far more temps globally.
Next, I think that one of these points is irrelevant because you need to invest far more and make sure that Randstad is back in the lead on the market. That matters far more to me. Thank you for your opinion. I propose that you cast your vote on items 7A through 7C. That takes us to some corporate items, including at item 8A, the proposal to reappoint Annelies van der Pauw as a Board member of the Stichting Administratiekantoor Randstad. You'll find her resume in the agenda and explanatory notes to this meeting, and the Randstad Executive Board proposes reappointing her as Board member A for a second four-year term. Once again, this is the foundation for financing preference shares. Annelies is not present here. She was unable to be with us today. Are there any questions?
Please cast your vote on agenda item 8A. Next to agenda item 8B, which is the proposal to reappoint PricewaterhouseCoopers Accountants as our external auditor for the 2027 financial year and to carry out a limited assurance engagement on the 2027 sustainability report. Are there any questions? If not, I would ask you now to cast your final votes before we move on to the next agenda item. I will close the vote and Jelle Miedema will announce the voting results after any other business. That takes us to agenda item nine, any other business. If I do this right, we'll wrap it up by 1:15 P.M. We have four more minutes, we still have any other business. Yes, you have the floor.
Mr. Chairman, who will replace Mrs. Aris on her committee?
Do you already have the name, and will you disclose that? My second question is, much has happened in the world. On sixth March in the Financial Daily, we read that changes are imminent, because now you have to pay attention to the carpenter on the corner. How are you going to interpret that? There are new temp rules for that will apply to the carpenter on the corner. How will you interpret those rules? Third, what do you think of the pact with Australia, and which benefits do you envisage in Australia?
The first is that Martin will. Excuse me, Martin Weiss will serve on the Remuneration Committee. We don't know exactly who will be the chair, but Martin will serve on the Remuneration Committee.
Jesús Echevarría has indicated regarding the second point how we will deal with the new regulations in the Netherlands. Much work has been done on that, and discussions are ongoing with clients, and we'll continue those, and we'll, as always, observe and adapt to current regulations. We're very excited about the partnership with Australia and are working hard on that. Are there any more questions for any other business?
I'm here for my children, Yelmer and Lynn, as well as for the children and grandchildren of the network of nephews and nieces, because we had relatively pleasant childhoods. What they hear about crises and oil crises and sustainability crises, we can still make some adjustments and need to forge ahead.
That means that we shoulder an additional responsibility and I hope you'll take that on board so that, your children, grandchildren, nephews and nieces can say, "You did an excellent job despite all the problems in the world." Thank you. Thank you. I think you've seen, as in every annual report, that we're a purpose-driven company. Are there any other questions or comments? I will now hand over to Jelle Miedema for the voting results.
Thank you, Cees. Before I read out the voting results and project them on the screen, which they already have, I will tell you the number present, largely via proxies.
2,062 shareholders representing 230,464,403 shares entitled to vote, including 25,200,000 preference shares B and 50,130,352 preference shares C, may cast a total of 164,334,051 votes, which equals 88.93% of the total number of shares that may be cast. That takes us to the voting results, and on the screen for agenda item 2C, you see the approval of the remuneration report, which was adopted with 86.32% of the vote. Next, 2D, the proposal to adopt the financial statements has been adopted with 99.98%.
Agenda item 2F, the proposal to adopt the regular dividend has been adopted with 99.92%. Next, agenda item 3A, discharge of the executive board, has been approved with 99.5%. Agenda item 3B, the discharge of the supervisory board, has been approved with 99.5%. Agenda item four, the proposal to amend the supervisory board remuneration, has been adopted with 99.88%. Agenda item five, the proposal to reappoint Sander van 't Noordende, has been approved with 99.96%. Agenda item six, the proposal to appoint Martin Weiss to the supervisory board, has been approved with 99.9% of the vote.
Agenda item 7A, the proposal to designate the Executive Board as the authorized corporate body to issue shares, has been approved with 87.47%. 7B, the proposal to authorize the Executive Board to repurchase shares, has been approved with 99.96%. 7C, the proposal to cancel repurchased shares, has been approved with 99.9% of the vote. Next, 8A, the proposal to reappoint Annelies van der Pauw as chair of the trust office, has been approved with 99.68%. 8B, the proposal to reappoint PwC, has been approved with 100% of the votes cast in favor.
At the end of the meeting, I was just telling Sander, this is like a North Korean voting outcome, including your reappointment. Congratulations, Sander. That means that we have reached the end of this meeting, and a light lunch will be served in the lobby, and we assume that you're interested in a cup of coffee and a sandwich. Thank you very much for coming, and we hope to see you back again next time. Thank you for listening.