Randstad N.V. (AMS:RAND)
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AGM 2019

Mar 26, 2019

Speaker 19

Yeah. It's always better when we're together. I believe in memories. They look so pretty when I sleep, ain't that weird? When I wake up, you look so pretty sleeping next to me. There is not enough time, and there is no song I could sing. There is no combination of words I could say, but I will still tell you one thing. We're better together.

I've never seen a diamond in the flesh. I cut my teeth on wedding rings in the movies. I'm not proud of my address, in a torn-up town, no postcode envy. Every song's like gold teeth, Grey Goose, trippin' in the bathroom. Bloodstains, ball gowns, trashin' the hotel room. We don't care. We're driving Cadillacs in our dreams. Everybody's like Cristal, Maybach, diamonds on your timepiece. Jet planes, islands, tigers on a gold leash. We don't care. We don't care. We aren't caught up in your love affair. We'll never be royals. Royals. It don't run in our blood. It don't run in our blood. This crown is just too tight for us. Too tight for us. We crave a different kind of buzz. Let me be your ruler. Ruler. You can call me Queen Bee

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

Ladies and gentlemen, I'm pleased to open the meeting. Welcome. We appreciate your participation in this meeting. I'm also pleased to welcome everybody listening to our meeting on the website. In some preliminary interviews, you'll understand that this is not the first AGM. Aegon had their annual general meeting before us, but this is one of the first. First, we have interpretation by interpreters into English. If you would like a headset, they're available from the hostesses at the entrance, and the hostesses will also have microphones so that you can ask questions. What is said will be recorded on audio. The convening notice and the complete agenda and corresponding documents have been available from the 12th February 2019 on Randstad's website and were made available. The convening notice mentioned that shareholders have the opportunity prior to this meeting to submit questions in writing which may be addressed today.

Nobody took advantage of this opportunity. The convening notice also stated that shareholders unable to attend the meeting may provide voting instructions to an independent third party, which is the SGG in Amsterdam. Seated at the board table are the members of the executive board, Chris Heutink, François Béharel, Linda Galipeau, Henry Schirmer, and Jacques van den Broek. As for the supervisory board members, Jaap Winter, Frank Dorjee, Annet Aris, Rudy Provoost, and Barbara Borra. Henri Giscard d'Estaing is unable to attend, unfortunately. We also have Bas Savert and Peter Bommel from Deloitte auditors firm. Please rise for a moment. At agenda item 2C, which is the adoption of the financial statements for 2018, you will have a chance to ask Bas Savert questions about the auditor's opinion to the financial statements, and prior to that, he'll briefly elaborate on the annual audit and the auditor's opinion.

If you're a regular at our shareholders' meetings, you're familiar with our founder and shareholder, Frits Goldschmeding, joining us. Unfortunately, he's unable to be here today, but he sends you his best regards. Registration for the meeting closes at 3:15 P.M. After that, the attendance list will be drafted, and the secretary will report how many individuals entitled to vote are present and how many votes may be cast. I hereby designate Jelle Miedema as secretary to the meeting. The draft minutes for this meeting will be made available within three months and will be posted on the website. After that, you'll have three months to respond to the draft minutes. The minutes will then be adopted by me and the secretary. At the registration desk, copies of the minutes from last year's meeting were available. This year, we will once again be using voting handsets.

If they don't work, we will vote by acclamation or a show of hands, and we will be recording those voting against or abstaining. Upon entering the room, you have found a voting handset, and you received your voting card at the registration desk. The instructions for how to vote will be described by Jelle Miedema at the first agenda item that we vote on. We will now move on to agenda item 2A, which is the report on 2018. At this agenda item, we will be discussing the report by the executive and supervisory boards on 2018B, our implementation of remuneration policy in 2018C, the proposal to adopt the financial statements from 2018 at D, explanation of the policy on reserves and dividends.

At E, the proposal to determine the regular dividend over the financial year 2018, and finally, at 2F, the proposal to determine a special dividend over the 2018 financial year. First, I'm pleased to give the floor to Jacques van den Broek, who will deliver a presentation about the general course of events in 2018, and afterwards, Henry Schirmer will deliver a presentation about the financials and other items mentioned. The presentation will be projected on the screen in English because it coincides simultaneously with the presentation on our English website. Most of those attending via our website are foreign shareholders and other interested parties abroad. Jacques. Good afternoon. Here we are again. I'm glad to have this opportunity to review last year together with you. It looks like it was a fine year. There was one highlight, and I'd like to share that with you on the following video.

Hi. This is really Frits' bike, the very first bike where he delivers his first direct mail, and rumor has it, even his first stamps to his clients here in Amsterdam. Why am I riding Frits' bike? There's a special occasion. Please follow me inside, and I'll tell you more. I got a very special announcement. When Frits founded the company in 1960, of course, he wanted to be the best, and maybe ultimately the biggest. He did in the Netherlands and in Belgium, Germany, and we've taken the journey forward. Countries like Spain and Canada, Singapore, so many more countries, and that ultimately today has amounted to where we are, the number one market leader in the world. How do we become the best and the biggest and the number one? Because of you.

Because of you and your close to 39,000 colleagues around the globe, putting people to work every day, just one more and just one more and just one more. I want to congratulate you on your success, on our success, and I want to thank you from the bottom of my heart. Now it's a historic moment, and I want you to enjoy the moment with your teams and with your regions and talk about what you did to participate in the success of Randstad and, of course, what the plans are going forward. Enjoy the moment. Thank you very much.

It was 36 degrees centigrade the day I recorded that, and we thought that we would have passed that in the second quarter. This video was broadcast to all our coworkers all over the world on November 6th. I was in New York, and I rang Frits. You know that Frits keeps telling me that I'm not growing fast enough. He's been saying that for years, and he's right. I asked, "Did you ever expect us to be the biggest in the world?" He said, "Well, not really." Adecco was at the top for a long time, since 1996. When Adecco merged with the German-Swiss Adia and the French Adia, we accounted for one-third of Adecco's revenue. Four years ago, we were behind by over EUR 3 billion, it was great that we achieved that in the third quarter.

Some of you may say, "Well, what about the fourth quarter?" That's true, but in the first quarter, we grew faster if you're basing yourself on Adecco's report. We expect to exceed Adecco again in Q1, but we'll have to wait and see. We're very pressed. Strategically, this doesn't really mean that much. We had 6% of the global market as the market leader, so there's a lot of room for growth, but for our own people, this instills us with great pride. In our profession, what matters is addressing your customers and candidates with lots of self-confidence and pride. That's a wonderful climax that we shared with Frits, and 2018 was a year in which we did all kinds of things. I'd like to cover a few of them with you.

We broadcast Human Forward, that's our new brand proposition, and we tell our people that our purpose is to support people in organizations in realizing their true potential. Of course, the labor market is very dynamic. Customers are concerned about finding the right people in their country and worldwide. As for candidates, it's really fascinating to see the uncertainty about the future. It's strange because we greatly need labor, but it's strange why people don't stay at the job they have. That's what we want to help people do, reach their true people, and we believe that this remains a magnificent mission in life. As for our year, Henry is going to tell you more about the figures. Resilient portfolio paying off. What does that mean? We're everywhere in the world, and the economic cycle does not exist as such. Each country varies.

In America, we saw very stable growth last year. Well, actually, the year before that, 2017, Southern Europe was the big growth area. This year is Asia-Pacific, Australia, Japan, countries such as Singapore. As I showed in the video, we're market leader there too. That means that our growth is fairly stable. Well, we made more both as a percentage of revenue and in absolute terms. We also achieved a record-high cash dividend, as you probably discovered. Our EBITDA margin progression is excellent. Growth tapered off. We started the year with 7% growth, especially because of the drive from Europe, we saw that tapering off, especially in the automotive industries such as in Germany and France. It doesn't feel like a recession. It feels like a short break, but that industry is on the move.

Substantial EBITDA and 4.7% EBITDA margin, which is 10 basis points more than the year before. As for recruitment and selection, about a quarter of a million people will find a job all at once with us. In addition to all the temps that we place, they're an increasingly important share of our revenue. As for Rest of World, that with the portfolio I mentioned comprising Australia, Japan, a hugely important market. That's the second market in the world, even though it remains relatively small. It's a very fine market for us. The average temp placement is eight or nine months over there, and in Europe, it's 12 or 13 weeks. That's very attractive for us when we find jobs for people there too, unemployment is low, and the profitability is above the group average.

As for digital, I'm sure you know that by now we're busy transforming the company in terms of data use. I'll give you some examples. There were many. A few of the highlights should bring us toward our goal, where we offer our customers and our candidates a way of doing business with us that suits them. It might be drinking a cup of coffee or them simply entrusting everything to us the old-fashioned way, or it can be entirely online. There are many customers that seek their temps from our databases. Whatever they want. Candidates, mobile applications, anything they want. In addition, as job recruitment officers, we want to surround ourselves with the best possible means to do our job. One is what we call digital sales, data-driven sales.

That means that the job recruitment officers can check their mobile or their laptop every morning to see where they can go and where customers are looking for temps. They can go visit that customer and show that customer the market for a local welder or a local secretary. They can interact with those customers to see how they can meet their demand. What Henry really likes, there's also a pricing tool where you can say, "This is what it will cost you." That helps our job recruitment officers, and they have wonderful conversations with their customers. We tested that in the past three years in the Netherlands, in America, and in France.

René is in charge of our digital factory, he's building in Belgium for the rest of the world so that we can send our job recruitment officers on their way all over the world. Then we've got a solution that François came up with in France, that's workforce scheduling. Here's what it means. We go to a customer and we ask them whether they schedule their staff. Yes, they do. They've got an Excel file. That's not a scheduling tool. These may be customers who employ a few hundred, they have difficulty keeping track of all shifts and all scheduling and production to make sure that they're fully staffed. We give them a ready-made planning system. It doesn't cost a thing. That's from our Innovation Fund. That's how we invested.

Then we equip all temps with their own Randstad app so that they can schedule themselves in that system. The customer can simply sit back and have his scheduling needs met, we keep track of it. By now, over 1,000 companies in France to start with, but by now on six markets, such as the U.S., Italy, Germany, we're rolling it out everywhere. It's thriving. Then candidates. We assume that in most places of the world, nobody is actively looking for a job. We have to bring those jobs to people. I say we've turned into an Amazon for candidates, where we keep saying, "People such as you work there, and people such as you might switch jobs." That's what we're building all over the world for 200 to 300 million people.

If a candidate says, "I'm interested in that," they can present themselves to the job recruitment officer on a video, after that, the interview is arranged. We call that candidate engagement. That's an extremely important development for our company. These are the different paces of growth in rest of world. From over 10%, that's the yellow line. North America has been growing continuously for the past five or six years. Europe, you can see it tapering off, as I mentioned. That group is still growing. Relative growth. We're the blue line. You can see that in the past two years or so, or three years, four years, we've been growing faster than the competition. If you keep that up, you end up being the biggest. Even if growth tapers off, what matters is how you perform with respect to your customer.

You see some general trends here, you see what's happening in Europe. Last year, for example, Italy achieved 26% growth. This year it's eight. As for Spain and Portugal, you see Europe tapering off, but not in the Netherlands. The Netherlands is doing well. Since the end of last year, the Netherlands is outperforming the market. That's excellent considering the market share, we don't take each customer. We want to make a profit on our customers. It's basically a fine performance. France, Belgium, and North America shows the opposite trend. Here again, you see rest of the world, constant growth. This is the chart of how our revenue is distributed. That's a nice spread. Later on, we'll talk about the appointment of two new members of the executive board.

Basically, we said, "Okay, the U.S. is already by far our biggest business, but we have only a 3% market share in the U.S." In the Netherlands, we have about 25%, but the U.S. is the largest market in the world and we have only 3% there. We decided that we wanted somebody from the board to be fully dedicated to that. Another trend that you don't see over here, increasingly, we have large international customers that we serve with staff throughout the world, and we have a company within the company where those large companies are served in all Randstad countries. We do that source-wide. That's why we've said that large customers, which account for over a quarter of our revenue now, we want to focus on them.

We've got two people who are going to manage our growth from the executive board in that extremely important market. This shows what we're doing. I'll start with the Randstad Innovation Fund, which has existed for 5 years. We have 17 investments, especially 2,500 startup firms in our industry have decided they don't want to be in for surprises, and they want to be at the vanguard in our industry. Pay attention. We have some local innovations. As I indicated, François and his coworkers in France came up with workforce scheduling, that data-driven sales navigator in the Netherlands and the U.S. Our biggest countries are often at the vanguard in innovations. We've got the digital factory, where we take small, very successful ideas and roll them out all over the world. Occasionally, we'll purchase something to accelerate innovations.

We saw a presentation at the supervisory board meeting of Ausy. That's a company that we purchased two years ago. It delivers excellent technology services to IT and engineering customers. We have global concepts. We started as a local firm. We always try to get people jobs close to the customer and close to home. Increasingly, we have global businesses that do business all over the world. Rebecca's going to cover that. Those are global businesses such as Sourceright, RiseSmart, that's digital outplacement. We'll find you a job using technology. We have global client solutions. We've been running that for 20 years, and that also serves international customers. That's how we grow. Change is hard. I'm glad we started in time.

Five years ago, we decided that we want to transform the company while we're doing well. We want to start based on a position of self-confidence and success. We want to grow. We want to be ahead of the market. We want to be faster than our competitors. It's not just about technology. It's mainly about changing ways of work. Of course, we want technology to enhance business results and drive growth. We're becoming increasingly dependent on data, so we need to protect our data. It needs to be accessible everywhere. We invest a lot of time in that as well. It's also about having an open mind about learning, experimenting, about learning by trial and error. I've been at this company for 30 years, and I always debated with Ben Noteboom to see who had the most unsuccessful investment for the company.

As leaders of Randstad, we say it's important to experiment. It's important to learn from trial and error. Ultimately, you want to reduce your mistakes and get back on track for growth. Unfortunately, Frits is not with us, but we often talk to Frits about the objective. The core values are still very dynamic. What's wonderful is that nowadays we have a lot of millennials working here, my kids' age, so ages 20-25, and they want to add something to the world. They don't just want to make money. They don't just want to ride a fancy car. They want to mean something for the world, and that's where those values resurface. Over the years, we've had some difficult years where it was difficult to get things going.

Now in a company with 38,000 employees in 4,800 branches in 39 countries off the top of my head, everything is dynamic, everything is alive, and that's wonderful to see. The larger we grow, the more we can do. Increasingly we can add to our stakeholders all over the world. The tone at the top matters for us. We visit customers and branches a lot to speak with the job recruitment officers and see what this means in our discipline, and to find out what worries customers and to talk with candidates to see what they're worried about concerning their jobs for the future and how we can help them. As for transparency and clear and open communication, including today, we focus on integrity. That's one of our core values and good governance. Of course, we have a magnificent Supervisory Board for that, and I'm serious.

Sustainability. Nowadays, everybody wants to be sustainable. That's sexy. In the late 1970s, in his annual report, Frits already wrote that a company would lose its raison d'être unless it had social added value. We were all raised with that idea. That's standard for us. We've been playing a key role in society since 1960, and work is becoming more and more important. Pick up any newspaper. Where are the jobs going? Will I keep my job? In the Netherlands, we're going to have a labor shortage of 100,000 people. Where will we find them? We have to train people. How will we keep running healthcare? This all relates to our core business, which is finding people jobs. We have some specific questions that we received. One is about living wage and how remuneration at Randstad relates to the living wage.

It's difficult to compare because there is no international definition of living wage. I can say that at Randstad, we're always very eager to emancipate flexible work. We try to get collective labor agreements for flex workers off the ground everywhere. Our flex workers in Germany earn far better wages, I think perhaps 100% more than the minimum wage in Germany, 100% more. That's double the minimum wage. We always get excited about that because we know that it's important to protect our mutual interests through social programs. We have over 90 very focused social programs serving people with disabilities, serving people who are disadvantaged on the labor market. We train thousands of people a year to get their skills up to labor market needs. You can see all our programs featured there, including our partnerships with clients and governments accommodating those Sustainable Development Goals.

Some of them are from the United Nations. This is what it looks like. As I said, by 2030, we aim to impact about 500 million people in their working lives. Of course, a few million will find permanent or temporary jobs. We'll be training a great many people will be advised about their future on the job market by us. Many people use our tools online to obtain information and to sit for tests. There's too much to name. For the first time, we describe the program. It always starts at our values. We've got a few basics, and we hope that all this will be conducive to economic growth and more people being connected. Inclusive employment. There is no more noble objective for us than having everybody work everywhere, and we want to contribute to that.

At the end of the day, we want to help make the job market better and align it more closely. What we do is more relevant than ever, and we hope this will culminate in those 500 million people and we'll be keeping you informed every year about our progress. That was what I had to share with you, and I'm going to hand you over to Henry, who will walk you through the figures.

Henry Schirmer
CFO and Member of the Executive Board, Randstad

Good afternoon, everyone. My name is Henry Schirmer. I'm the new CFO. Maybe the last time I'm saying this. I'm going to do the presentation in English. I hope that's all right. Should you have questions later on in Dutch, you can always ask them in Dutch. It won't be a problem. I'll just give the presentation in English. Performance of 2018. I don't have a very nice movie, but I certainly brought good numbers. In 2018, when you just look at the P&L in front of you, what are we really trying to do? If we just step back for a second. We always try to grow ahead of our competition, and the 4% growth you're seeing here is certainly in the key markets we are winning share.

At the same time, we'd like to progress our profitability and then turn profitability into cash flow and dividends. Using the financial freedom to invest into even more growth. That's also fine. If you just look into the P&L with a little more detail, 4% revenue growth. Jacques was already alluding to the fact that actually all single concepts we had, all regions were contributing to that growth. We have a very resilient portfolio, which is really good. We were reporting a gross margin of 19.8%, 40 basis points down, so 0.4 percentage points, but underlying stable. I will go into that in a little more detail. That came in actually slightly better than it was expected. Then very good cost management.

You see that our cost just went up by 1%, which therefore then actually enabled us to show a slightly higher profitability, going from 4.6% in 2017 to 4.7% in 2018. When we look at the reported net income, you see that our numbers went up by 10%. Please note that there is actually two one-offs in there. We had an impairment of our Monster goodwill in those numbers when you go down there. We also had a one-off tax benefit, which more or less washes each other out, so that we had a very good net income to be reported. A little more detail now on the gross margin. You see on the left side, 20.2% went down to 19.8%. When you just look into those components, there's on the first red bar, 0.3% gross margin going down.

That is broadly speaking, half of that is due to the changes of what we call the CICE subsidies in France, which were changed in 2018 compared to 2017. The other half comes, broadly speaking, through our fast-growing in-house business, which grew 9%. We've now about 2,000 locations in there, which come with a lower gross margin, but actually transfer really well into EBITDA. The middle green bar, you see a positive impact of 20 basis points. That comes from our faster-growing firm business, which grew by 13%, and it's all income. Therefore, it's a good positive mix. The red bar on the right, it's mainly due to the fact that our Monster business continued to decline and therefore is dropping down the gross margin by about 30 basis points.

When we look into the, what we call the OPEX, the operational expenses in our P&L, also there, actually, we faced a year, which was not entirely easy to be managed. When we just look how the growth came in, the first half was about 6% growth, then quarter three was 3%, quarter four around flat. That is always a challenge for a business then to really adjust the cost base quickly. I must say, coming to that business, there's a really strong capability here, which made it relatively easy for me as CFO. You see the benefit. Actually, we had only 1% operational cost going up. You see also a big movement in the EUR 82 million that is broadly speaking, the dollar-euro exchange rate which comes to play. That was really, really important to protect our profitability and actually even improve it slightly.

That's actually one of my favorite charts here. The headline, resilient free cash flow and balance sheet, record dividend. On the left, improved free cash flow. We delivered EUR 627 million free cash flow for the year, which was 7% up to 2017. We've had a strong, what we call working capital improvement. The really good news of our business, if growth is coming down a little bit, we are using less working capital in our business. That releases actually cash flow into our free cash flow. There was an impact of EUR 80 million in 2018. It's really proving our business model. Either we have a good cycle and we're growing and we're adding profitability and cash flow, but also in times where it comes down a little bit, we've actually really good cash flow in there.

On the right-hand side, the strong balance sheet. You see that our net debt came down below EUR 1 billion, actually EUR 41 million below versus last year. Our leverage ratio, which is really important for our dividend payment, came in at 0.8 compared to 0.9 2017. We could really, because of that, made a dividend proposal for today to pay out EUR 3.38 per share, which comes in two components, and I come to that in the next chart in a little more detail. Here you see our capital allocation strategy, which actually was changed a year ago and which demonstrates how we come to that EUR 3.38 dividend proposal per share. Actually, it comes in two components. The first one is a payout of 40%-50% of our adjusted net income, which gives the EUR 2.27 per share.

When we see that we have room in our balance sheet, up to a leverage of 1, we can pay a special dividend, a cash dividend, which we're proposing, which is an additional EUR 1.11 or more than EUR 200 million, therefore, the EUR 3.38, which is 22% more dividend than last year, which was already a record year. That is demonstrated on that chart. When you just look to the very right, you see those 2017, 2018, where Randstad is really trying to unlock value and give value back to investors. Those actually orange, yellow parts of it's actually the special dividend based on our new capital allocation policy. Last but not least, I'm sure you're interested just to see when payments are happening. April the 2nd, I'd like to highlight on the chart, payment of regular cash dividend.

In the fourth quarter, the beginning of the fourth quarter, we are planning to pay out the special dividend. Why is that split? Because we'd like to balance that out with our cash flow delivery, in the year. We have normally a cash outflow at the beginning of the year, then the second half, we have stronger cash flows and therefore we put that in the fourth quarter. With that, thanks for listening. As I said, if you want to ask questions, please feel free to do it in Dutch. Thank you.

Wout Dekker
Chair of the Supervisory Board, Randstad

Thank you, Jacques and Henry, for this very extensive presentation. I'd like to move to 2A, which is a report of the Executive Board and a report of the Supervisory Board with respect to the financial year 2018. This would be pages 19-126 in the report. Now, if you wish to take the floor for the first time, please state your name and tell us who it is that you're representing. Just as previous years, try to restrict the number of questions, particularly in the first round of questions. Good afternoon, ladies and gentlemen. My name is Robert Vreeken. We Connect You, Public Affairs & Investor Relations. Well, this was a marvelous year. Henry of Unilever hasn't even joined us, and already we see that Randstad is the largest company in the world. Fantastic.

Robert Vreeken
Public Affairs and Investor Relations, We Connect You

Mr. van den Broek, you did a marvelous job because Unilever is also the most sustainable company in the world, Randstad is in fact too blue. That's what the entire market says. If you can also be sustainable and interactive, I'm sure we'll be okay. In terms of sustainability, which is a very important point here, the parking garage here is full of fossil fuel cars. No bikes. You probably don't ride your bike to the office. You probably drive an Audi or a BMW. The good news is that the Audi e-tron or Jaguar I-PACE is being launched into the market, which is a European electric car. That means that the management of the company can start driving electric cars. The good news is that if the big boss drives an electric car, the rest of the staff will follow suit.

Wout Dekker
Chair of the Supervisory Board, Randstad

We have more good news because Wout Dekker is going to join Pon, as from tomorrow, and they work in Greenwheels and Gazelle bicycles. It's a wonderful opportunity for Randstad to start diversifying with respect to transport and to make the company much more sustainable. Randstad used to sponsor Formula One races. Might be a good idea to start sponsoring Formula E, which is electrical cars, being the first staffing company in the world that would really sponsor sustainable car racing. I think it's a good idea for intermediaries and staff to get a fair wage. In Randstad, in Drachten, they make the same amount of money as in Amsterdam. Here it's much more expensive to rent a house, or parking costs are much more expensive here in Amsterdam. Perhaps you can take a look at that.

Robert Vreeken
Public Affairs and Investor Relations, We Connect You

I would want you to purchase as much Apple equipment as possible because this equipment is less sensitive to cyber crime. These are my questions and suggestions. Thank you very much. You're very consistent in drawing attention to sustainability, you always come up with suggestions. Jacques, Formula One, that's really a question for you. We sponsored Formula One, first of all, because everybody obviously looks at the cars, but it's a people's business. A Formula One team consists of 600 people, 60 people at the race course over the weekend. We always find that very impressive, so we always felt very comfortable there. It also gave us a global brand, the drawback of Formula E is that there are not very many viewers. We sponsor because we want to become a well-known brand and not because we think it's a sympathetic cause.

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

I do have a piece of news for you. The next year, 2020, I'm going to be driving the first solar car in the world. It's a Dutch car. It's called Lightyear. It's not a car on batteries. It's a solar energy car, three and a half square meters of solar cells. The CEO is 29 years old. He's a Dutchman. I'm pretty pleased with that. We are doing our best and the issue of the regional job recruitment officer in the north of the country, that's complicated. If we have to regulate those salaries according to where they live, that's very complicated. Jacques. I hope that if the weather is terrible, you do manage to reach the office. It's not a problem. We'll ride a Gazelle bike. Thank you. Stevense is my name, Foundation for Legal Protection of Investors.

Wout Dekker
Chair of the Supervisory Board, Randstad

First of all, I'd like to congratulate you with your performance. There are two sides to it. The company is doing well. You have nice initiatives. There are two sides to the coin. If we really start crunching the numbers, Monster, we don't know whether that turned out to be too expensive, but the operating income, EBIT rather, in %. EBIT since 2014 has been declining from 16%-4%, something like that, if I'm not mistaken, from 30%-6%. I think we should be informed in more detail about that because the operational side of business is efficient, but you do have substantial costs, and your cost management is less flexible. We would really like to know a bit more about this. What about your organic growth on a day-to-day basis? It seems to be declining.

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

Something else that struck us was that the organic growth declined, particularly in France and in Germany. You already talked about that. For France, we would like to know what this new law means and what the impact will be, because these subsidies, they're going to change completely. In Germany, you had the goodwill depreciation. For years, I've been telling you to not only take over goodwill. I think I'll leave it at that for now. The chairman. Thank you. Who shall I give the floor? Henry. Perhaps to come back to profitability. The annual report, page 200. 2014 in absolute terms, EUR 661 million EBITDA is what we reported. A comment off mic from a shareholder. The interpreter can't hear. Yes. From EUR 600 million to EUR 1 billion, but net income EUR 340 million, EUR 704 million, EBITDA % 4.2%-4.7%.

Henry Schirmer
CFO and Member of the Executive Board, Randstad

As a CFO, I am the first to admit that there's always room for improvement. That's not the issue. If we look at the performance also in view of competition, I don't think this performance is bad at all. As we said, there's always room for improvement. Yes, that's what always strikes me in your report. You keep referring to EBITDA, we left out the A, and what you get then is EBIT. We see that in terms of %, it's declining. I'm sorry, I can't see it here. Everything is on the increase, I'll be happy to discuss this bilaterally with you after the meeting. Perhaps we can add something. We're not a company that focuses on profit maximization. We are building a company for the future.

In 2014, we decided, and I pointed this out in my presentation, to prepare the company for the future. Should we have failed to do so, should we not have set up our Randstad Innovation Fund, should we not have acquired Monster, we would have never been where we are today. We would have had 5 years with much more profit than you see here today. That's true, we would have been facing a different problem. You see this with the competition. They started later, and it's more complicated. They're working on it now, they're not growing anymore. We very deliberately gave up 20, 30 basis points a year to invest in the future. I think it was an excellent decision. At the same time, we are now the most profitable of the top three companies globally. Our peers, we are EUR 1 billion worth more than Adecco.

Look at the dividend, EUR 3.38. I think it's not bad. It's about the future, is it not? We see that the cash flow, it's great. Investments are lagging behind. What are you basing that on? We're basing that on our calculations that cash flow can increase. That's good news, isn't it? That has everything to do with our strategy. Over the past few years, we conducted a number of acquisitions. If we look back 20 years, every year we grew by 5%. Half was acquisitions, half was organic growth. The interesting thing now is, and that's why I showed you the video, we're number one in the world. In every country, we have a position that we can use to grow further. In Japan and the U.S., I'd like to grow more, but we have an organic growth strategy.

The interesting thing there is that you get wonderful cash flow generation, which is good news for the shareholders, I would say. Investments are lagging behind. Well, you just said that. That's what your calculations say, but mine don't say that because we're investing more than our competitors are doing, we don't have to invest anymore. Good news. I have another question about France. Well, the subsidy, the CICE subsidy that we had for a couple of years, has been replaced by a new system now. We don't think that this will have a material effect on an annual basis for our profitability in France. May differ from quarter to quarter because there's a different system, but it's about EUR 100 million positive effect on our cash flow.

As you know, the CICE, which is a receivable, of course, we have about EUR 500 million on our balance sheet that will be paid over the next four years in cash by the French government, we have the new system, which has a positive impact on our cash flow. Well, there was reference to page 200, 201. You have a 10-year overview there of the annual report, in terms of your question, we will specify the EBIT next year. I would like to understand this a bit better. There may be something that would be interesting for me to learn more about. I'd like to talk to you later on. Clear. Thank you. Thank you, Chairman. I'm somewhat confused.

Wout Dekker
Chair of the Supervisory Board, Randstad

Are we also going to ask questions that are technical to the annual accounts? I don't want to mix things up, I'll just focus on the report. On behalf of the VEB, I'd like to congratulate you with this number one position, we know from sports that it's easy to get to number one position, in inverted commas, but to stay number one, that is really tough. Good luck in consolidating your number one position. Chairman, Mr. van den Broek, in several interviews, has pointed out that he does not expect a recession in the short term. That is, if I understood his words correctly, we are seeing that the economic cycles now are sort of slowing down, reaching their end, say many economists. We also see that the diverse interest structure has been introduced in the U.S.

André Jorna
Representative, VEB

Those are signals that we may want to keep in mind that there may be a recession. How does Mr. van den Broek and Mr. Hamers, how do they see the future of Randstad? Are we in for rough times with share price declines? My second question is that on the other hand, you see something quite remarkable. Whichever sector you look at from hotel and catering, IT, et cetera, companies find it very difficult to find staff, and it's very difficult to fish in a pond that is empty. That's what my father always said. There is a demand and companies are looking for staff, but how can Randstad find workers? I understand that there's a lot of professional training going on the job training going on in the metal industry, but are you going to support labor migration?

The companies that can't find staff here, are you going to look for staff in Hungary, Bulgaria, and to second them here, really, under the Randstad brand? Another point is, this is a point that keeps coming back, and that is that you are very much convinced of Tech and Touch. You say that that is your core business, that you are unique in that, and you're going to keep that up. On the other hand, we see that platforms are increasing. I'm giving you the example of YoungCapital with a growth of more than 40%, and they're doing almost everything online. Within five years, they reached EUR 1 billion in revenue in the Netherlands, or they want to reach EUR 1 million revenue in the Netherlands. Of course, they're a young startup and they can be ambitious.

Of course, you're working on the digital side of business, but don't you think that Adecco and Manpower that are more traditional businesses, they are being swept away, but don't you think that you're going to get a lot of competition from the platforms such as Microsoft with LinkedIn? I'm thinking of Uber. There's this movement, just as in retail. They weren't that interested in online, but there are bankruptcies happening left, right, and center now. How do you think you can keep up the good work in this environment? Those are my 3 questions for the first round. Well, I can't read the tea leaves. It's not that in interviews I'm saying that there's no recession, there's not going to be a recession. What you see happening is that when we presented the first quarter, you see that there's a growth sideways.

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

We don't see a tapering off of growth. We said that the growth in January, we knew about that, it was in line with the fourth quarter. That doesn't mean that we're sort of sliding away. On the one hand, because we're a global company, and on the other hand, because the situation wasn't really worsening in France and in Germany. Seems to be a sort of break, particularly prompted by the automotive sector, but we don't see things picking up, by the way, right now, and you indicated that a recession would lead to share price decline. I think that's interesting. We say that we are not only a growth share, if something happens in London or Frankfurt, our share will go down.

If you look at EBIT or EBITDA, quite apart from Mr. Stevense's calculation models, they're quite stable because we can cover all the costs and we hardly have fixed costs. We know what our overheads are, we can respond. In that sense, we can keep our performance up. If we look at the fact that we're using less working capital if we're not growing that fast, which means that we have a lot more free cash flow. With a little bit of growth last year, we became way more profitable, and that's good news. We're saying to long-term investors that we are an attractive share and that share volatility wouldn't be as pronounced, and we are not only vulnerable to economic sentiments.

I cannot predict whether or not there'll be a recession in the second half of the year, we don't really see it happening, and we're telling the market what it is that we're seeing. Is the pond empty? No, it's not empty because there are about 1 million people in the Netherlands that would like to work more or more hours, but there's a mismatch in the labor market. It's got everything to do with the fact that the client is looking for an ideal profile. The ideal profile doesn't exist. Our profession is not to provide the ideal candidate, no, the best candidate with a service in order to make this candidate more productive. This brings us back to our data strategy. We're the only company in the Netherlands that is capable of showing our client the labor market.

That way, the client can take well-informed decisions in terms of who he will hire, who he won't hire. Sometimes he has to take an older employee, or two younger ones and train them on the job training, we will help our clients. The good news is that we can ask a higher fee. The margin, we said this about the fourth quarter, the margin is higher than it was last year in the Netherlands, which is unique because you don't see as much growth in the market, and it's got everything to do with the scarcity in the market. We're ready to face that. There's one question that you might want to ask YoungCapital. What about profitability? YoungCapital is not a platform. YoungCapital is a staffing company that is pushing a lot digitally and is growing.

I think you should look at costs as compared to revenue. It's not a listed company. Hey, of course, we can grow much faster, but we also have a role to play, a certain responsibility. We want to keep the market healthy, say no to our clients in France. We said no to a client of more than EUR 100 million last year because we feel that our service comes at a price in order to remunerate people, to invest in people, and digital investment. Every couple of years you see this. A couple of years ago, it was USG, and we see these price-aggressive actors. I said this in my presentation. We set up the Randstad Innovation Fund five years ago. 2,500 startups were looked into, they are not scaling. They're not growing.

Platforms without human interaction in our profession simply don't grow at some point. Why is this? You said so yourself really. You talked about retail. The sectors that have become disintermediated, the human component was less important for the client, apparently. Retail, hotels, and so on and so forth. Why is that? What if you book the wrong hotel room, or you order the wrong book, or you're not getting your shoes delivered that you ordered? Life goes on. If you choose the wrong job through a platform, that's an issue. People change jobs four times a year. No, not four times a year, but four times in their life. If you have a bad day at the office. Never happened to me, but it does happen to some people.

You're on the sofa, you see a job on a platform, and you don't call your boss the next day to say, "Hey, I saw a job, so I'm handing in my notice." No. You don't want that. You want to talk to a job recruitment officer because you want to know whether you fit in a culture, and that is not something AI can do for you. I was on the stage with the bosses of Google, and they say AI, there's many possibilities, but they cannot replace human qualities, which is why we have Tech and Touch. We use technology, and I explained this in detail in my presentation, in order to have the human momentum take place at the right point in time. Most of the clients want a human moment in order to check and see whether a candidate is who he says he is.

LinkedIn. These profiles at LinkedIn are unchecked. If you start searching in LinkedIn, you've got to check thousands and thousands of people in order to find a match, and then you've got to find out whether he or she is who he or she says he is or she is. You need an interview for that, and we discovered that over the past five years. This is our strategy, and we're ahead of Adecco and Manpower, but that really isn't that interesting. The fact that we're number one, and quite rightly so, the environment has simply changed

Wout Dekker
Chair of the Supervisory Board, Randstad

If LinkedIn would acquire Manpower tomorrow, that's when things start to become interesting, then you get some new movement. We'll have to wait and see, but we're on course. I have one question to follow up on that. You've also got the chat box. Is that a pilot that's being rolled out as well? That is technology-based as well as supply and demand driven. Yes. With some technological issues such as matching machines and chatbots. Those are AI-driven tools among our equipment. We've got technology-driven tools because they develop so quickly, we don't know which one we're going to roll out. For example, once it's been developed in France properly, we may be rolling out different Wendys worldwide and build one chatbot for the entire world. There's also some good news.

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

There are large customers that Rebecca serves that don't have the answer and would like us to come up with it. That's good news. Thanks to our investments, we can advise our customers better about how to use technology. Okay. Microphone. One more word about labor migration. As for labor migration, we already have thousands of people that we bring from one country to another, and we've been doing that for years. You have the floor. Thank you. Mr. Broenink. I'd like to compliment you on the figures, because I always enjoy being at Randstad shareholder. Mr. Jorna already took the words out of my mouth regarding the most important questions. One topic that fascinates me increasingly is, do you also mediate jobs for those over 65? As I indicated, there are about 1 million people who would like to keep working longer.

We try to work with images because most clients don't ideally look for somebody over 65, and we need to manage those images. If there's a labor scarcity, we'll try to manage that. But we do it based on data. We tell clients the profile that you have, there's X people looking for a job, and there's Y demand, so you might not find it, but we have an excellent person over 65 that we've known for years. Often you do know people who are over 65 for years, and we can have them on your doorstep tomorrow. That's often my debate with the government, not only in the Netherlands, also in Germany. Flexible work is a good way to try to solve problems, both for the person over 65 who's willing to continue working and for the customer.

If you just try, if we provide training guidance, we can make it happen. I think we're headed in that direction so that the growth options I went to thyssenkrupp, that's a large German company. They've got all their retired staff in their database. They have an internal staffing agency because those older staff often know about their old technology, and those over 65 also often have a golden labor mindset rather than the millennials who think only 9:00 A.M. to 5:00 P.M. We can certainly tap into those opportunities, but our clients have to be willing to do that as well. Now to the right. Hello, Mr. Chairman. I'm Kees van der Leest, and I represent the Stichting Spoorweg Pensioenfonds and Pensioenfonds Openbaar Vervoer and Menzis. Hasn't Randstad had the sustainability information verified by an external auditor? The value of this information is becoming of increasing value to investors.

Would it make sense having it audited externally? This is the information about sustainability. I'd like to know what Randstad's plans are to have sustainability data verified by an external auditor. Well, I can't really say. That's a good question. I can answer that question. Last year, we started updating our procedure for non-financial data. All our opcos now report a lot of non-financial data, ranging from training data to health and safety data. There's a group of people under 25 or over 50 that is addressed as well. We teamed up with a third party to check the procedure. We're working with six or seven large opcos, and we're trying to see whether we can improve that. After that, we will also engage internally to determine whether we'd like our external auditor to audit that as well. You have the floor. Hello, I'm Mr. Spanjer for the minutes.

Wout Dekker
Chair of the Supervisory Board, Randstad

Otherwise, you'll ask me what my name is. I have a question about pages five and seven. Page five in the second section about gross profit between 2017 and 2018. There's a difference of five, but we don't have a footnote about why not. In the third section, actual, you have gross margin, and there's a difference there as well between 2017 and 2018. Those are two different blocks. Why don't you have a footnote about that? Both at EBITDA, at underlying, and actually, you do have a footnote about that. That's one question. On to page seven. You see the candidates placed in jobs. I see the difference between 2017 and 2018. The black bar is 0.0, so that's nothing, because the leap from 2016 to 2017. I believe that here we're talking about a bad economic situation.

Speaker 17

Perhaps you could explain it to me, because I see a problem that the surplus is no longer present, and why isn't it? Based on law, increasing or decreasing surplus is equal or tapering off. How do you expect to reverse this trend? Now, item three is that you are top in terms of staffing, but as for organization, that's unclear because why do the board members sit at the table? We weren't able to see the presentation properly. Why do you stand in front here if the screen is behind? It's very unfortunate that you had this layout. Let's start with the first two questions, and you can take the third one. Okay, I'll take page seven, and Henry can cover page five. Well, you're right.

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

If you look at 2017 and 2018 and number of people placed in jobs, there's not a huge increase, but there's been wage inflation, so revenue is up. With the low growth to improve growth, we try to sustain our gross margin and curtail costs so that the results do increase as we showed in recent years, and we did our very best this year as well. Don't worry about that. I didn't really understand the question about page five. I think that these are simply about rounding off differences at our scale. We're talking about a gross profit of EUR 4.7 billion and EUR 4.3 billion in last year, EUR 4.7 and EUR 4.8. Why is there no footnote? We think that the difference is infinitesimal. If I had to do a footnote for every infinitesimal difference, this annual report would be much longer.

Wout Dekker
Chair of the Supervisory Board, Randstad

You're entitled to your question. Now, your final question about the poor visibility with the board members seated in front of the presentation, we'll take a good long look at that. As for Henry Schirmer's presentation, we'll talk about that. He did agree not to talk about football today, so we're on track there. All jokes aside, that was a good remark. We'll take a proper look at it. May I ask my question first? Thank you. I'm Noor Tumazis. I represent the VBDO, the Association of Investors for Sustainable Development. First, I'd like to congratulate you on those fine results and thank you for the ongoing dialogue over the years. I'm grateful that we can continue this dialogue in 2019. I'm also delighted that you even projected my first question on screen concerning the first topic.

Noor Tumazis
Representative, VBDO

That's an impressive result because we've been discussing this for several years, and I'm pleased to see that was projected on screen. The VBDO is very pleased with that result. I do have one request, and I'd really like you to commit on this one. Especially now that as the largest HR organization in the world, I think you could contribute significantly to improving disclosure of national salary balances through organizations such as WageIndicator that discloses this. I think that Randstad would be perfectly positioned to engage in the debate about a living wage and how to improve information about this, because we consider this to be a fundamental human right. Philips and Signify, they already do this, and they've already bridged the gap between minimum wages and living wages. I understand the context.

Would you be willing to conduct additional research for 2019 to disclose the difference between national wage balances in the countries where you operate and how this relates to a living wage? I think that would be fertile ground for additional dialogue, and I understand completely if you wonder how you can do that in all countries where you operate. Perhaps you could select some focus countries. Perhaps you could include America, for example. What's the situation? What are the figures? That was my first question. I have a second question. That's about the SDGs, Sustainable Development Goals. Thank you for considering four, five, eight, and 10 that all align perfectly with what you do, and you have a clear target. You want to improve the active lives of 500 million people.

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

What matters to us is that in my daily life, I see that SDGs are used as labels and PR communication devices. That's not what they are. It's about creating impact and achieving SDGs by 2030. My question is whether you're willing to provide more quantitative and qualitative information for 2019 about the true impact of your objectives on the four SDGs mentioned in your annual report. You'll have to see this as work in progress because we formulated an objective concerning those 500 million people, and then we're going to substantiate it. Next year you'll be getting more information about this because it's magnificent to describe what it means for people. Work, and I mentored some coworkers the entire year that got a project going from scratch in India to get people with disabilities back on the job market. Now I notice that our people are incredibly resourceful.

They get to work and keep going despite all setbacks. They've now worked with 200,000 people and have found jobs for 150,000 or helped them set up new companies so that they're in business for themselves, that's fantastic. Increasingly, we're addressing substance back to living wage. As a global citizen, in our business it's not so relevant because we're present in countries that are challenging, but we're not at the bottom end of the labor market there. If we are present in Germany, for example, where they didn't have a minimum wage and people would work for five EUR an hour, those are not our people. Our people would be getting nine or 10 EUR, and we've got that information. What's unfortunate is that in many cases, the information about the bottom end of the market is not visible to us, even in the Netherlands.

As I said in the Focus journal, you can't even recruit anybody all in for EUR 12. It's called platform or freelance, but I don't have those data. It's very difficult for me to compare this with something that's often exploitation, and that's not the business we're in. Of course, we know a lot about wages in countries, but we don't know anything about that bottom end that you and I are both worried about, but I can do very little about it other than say temporary staffing, collective labor agreements. The government, including the Dutch government, has to be ready to sanction what is not working as well as Germany. I'm not just talking about India and Malawi. I'm talking about closer to home. Let's keep talking about it. We're doing everything we can. You have the floor. second round. Thank you, Mr. Chairman. Monster.

Constant Stevense
Chairman, Stichting Rechtsbescherming Beleggers

That was a 25% impairment equaling EUR 103 million. I think you expressed concern about the ongoing shrinkage there and that it shrank by double digits in 2018 as well. The question is this the end? Will we continue downsizing? You said that that digital leap was necessary. That's clear, and Monster was perfect for that. When does Monster near its end? You've done enough with measures and new management, but it's not working. What lies in store for Monster? That's my question. For the Supervisory Board, my question is, if we look at your report, there was a subclause that made us frown, which was that you concluded based on your evaluation that an open dialogue between the two boards need to happen and needs to improve to enable the Supervisory Board members to add value.

The impression you get is that those two boards are like cat and mouse, and they're not talking with each other. How can we improve that? It's good that you want to improve it. How difficult was it? How is it possible? Another remarkable point is that only one of the two ladies succeeding Mrs. Galipeau is mentioned in your report, and you mentioned, let me see off the top of my head. You mention Mrs. Karen Fichuk, but not Mrs. Henderson, and that's odd. I'm talking about page 109. Didn't you know that at the time? Did you think you would simply replace one person with one person? Because I just heard from Mr. van den Broek that that huge portfolio was being divided in half to focus more on the United States.

Perhaps I overlooked the name, then that would be another footnote for Mr. Spanjer. I have excellent coworkers, and Mr. Winter shows me that if you look at the bottom lines on page 109, Rebecca is mentioned, and she's still smiling. Okay. Apparently, I did overlook that. Okay. Perhaps you can answer my question about Monster then, and of course, those two boards. Okay, business is business. We purchased Monster for a few reasons, and we're working on Monster in three fields. The first, you could say repairing Monster, we're not repairing the old Monster. We're creating a new Monster. Monster became great. It's a great brand. It sounds lovely. Doesn't it sound delightful to call it Monster? Monster became great by featuring the newspaper ad online, over the years, that declined, but that's still the business that's declining.

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

It is traditional, we are trying to input new business into Monster. People who can build their own social media profile, job market information, a carefully focused search. Customers are progressively less interested in having a subscription for job postings. Clients want to conduct focus searches in the Monster database for the exact profiles. They call it pay per click, and they pay for profiles that align with their needs or pay per candidates, people who knock on your door to apply. I think that we can do the final triage there. You see that new revenue growing, but you see the old revenue decline. We are curtailing costs. That is all very well and good. In addition, Monster was under-invested, especially in technology, also in marketing. We are trying to do this. On the one hand, we are cutting costs.

You have to do part of that old business through e-commerce, no longer having people physically selling it. We are doing everything we can to improve the old Monster. We still say that there is business and revenue, and there is, but the old revenue is decreasing. Next, Monster for Randstad. Because we purchased Monster for the profiles, we want to have the largest database in the world for our customers to be able to search for people and to describe job markets based on the profile. Finally, we want to set up an Amazon for candidates where we are constantly communicating with technology and the database. We are disclosing Monster for Randstad people. If you look for a professional at Yacht, you will search the Yacht, Randstad, and the Monster databases.

In Rebecca's business, if a customer in Randstad Sourceright is looking for an IT person, the profiles are loaded straight into the Monster database. That is what we are doing. We have to invest there as well. It is a long-term mindset. Finally, we want to build new business models between the traditional job board and a company such as ours. We launched that late last year. In America, we called it A Better Thing, and it serves drivers. Drivers are difficult to find, and they are always on the roads, so it is difficult to get them into the office in a large country such as the U.S. How do you recruit them? You also have to check the paperwork.

We designed an option for drivers to scan their driver's license, and we check with the Department of Motor Vehicles that they do not have any moving violations, so the paperwork is okay, and then they can schedule an interview with a recruiter for one of our clients. It is a new business model that we launched in four U.S. cities in late November. It is too early to tell what that will bring, but it is on track. In addition, we told the market and you that here, Monster is part of global businesses. We are going to integrate that reporting. Part of the old revenue will disappear. New revenue will come on board. It has been an uphill battle, and it has also been a good lesson for us, because if you want to get to number one, staying number one is often very challenging.

If everything was going perfectly, I wouldn't have any work either. I hope you'll have a lot of work. Thank you. You had a question about the supervisory board report. You know that we have three roles, supervisory, our role as employer of the executive board, and then a role to serve the firm, and finally, being the feedback and advisor. We've reviewed our own performance very seriously in recent years, and we've asked the executive board for input and feedback. We don't quite change 360 degrees, although I can't rule that out. You have to be very critical of your own performance. You're asking all kinds of questions about disruption. Yes, disruption is taking place in a rapidly changing world.

Wout Dekker
Chair of the Supervisory Board, Randstad

You'll have to keep taking critical view of how the executive board is doing and how the supervisory board is doing, and whether we're making the most of each other and benefiting as much as we can. There are long articles about how are those boards doing. There's always room for improvement. To give you an example, early this morning, two supervisory board and two executive board members sat down with a staffing director to continue talking about the digital item through a deep dive, and that exemplifies how we try to combine the experience of one and the experience of others. That matches the ambition of this company so that we can be reasonably critical of ourselves. I support that since we're here together. It does improve our interactions. You asked whether we were interacting fruitfully.

This is a self-critical supervisory board that wants to know how we can add more to the executive board. Once a year, we have schedule a strategy session, we've got teams working on all kinds of important fields in the company, it's all going smoothly. What might be nice for Randstad is that you're going to devise an anti-cyclical approach and set aside a lot of money for the next cycle, because even if you're in a recession, you have to keep doing business as usual, and if a year and a half or two years, you are not doing well, you need a lot of reserves to communicate because anybody who communicates a lot then will earn the most and emerge intact from the recession. I said there were a lot of labor market shortages.

Robert Vreeken
Public Affairs and Investor Relations, We Connect You

Randstad could launch Randstad Lifetime Employment so that people attending vocational schools and universities should be tracked throughout their careers. That's very easy. We also have people with practical training. Henry Schirmer is from Germany, where we have the best craftsmen. If you were to bring some of them to the Netherlands, then as coaches and mentors, you could make a very high profit in the Netherlands that way. I'm somebody who had a wonderful secondment for Randstad. I became head of communication for ING International to handle communication in 50 countries, I never heard from Randstad again. 25 years ago, my wife was a manager at Randstad. She wasn't allowed to work part-time, so she took up different work. She never heard from Randstad again. 25 years later, she returned to Randstad. That's brilliant because it's difficult to find a job when you're over 45.

She left because Tempo-Team lost a tender to Randstad, which was able to offer a far lower profit margin, and never heard anything again from them. Stay in touch with all your staffers throughout their careers, because it's about the relationship and not the transaction. Next, European platforms. The large global platforms are exclusively Chinese and American. I think it would be a good idea for Randstad and other parties to initiate large European platforms so that people earn a decent income and a decent pension, and all those social premiums will be paid again because all those antisocial platforms such as Uber and the like, we don't want those here in Europe. Thank you. Your second point, I think you made that same point 2 years ago about the personal living wage. That's why I'm delighted to see you here. Randstad has yet to call me.

Wout Dekker
Chair of the Supervisory Board, Randstad

We'll take this on board. Jacques, could you please focus on points 1 and 3? The first and the third point. Okay. We're anti-cyclical in that we've been investing in the future for 5 years, as I just mentioned in responding to another country. We could have earned a lot more, but we invested in a digital future. I agree entirely with you. People connect to us once. It was not humanly possible to get in touch with people at the perfect time. Technology will help us there. What bothers me is if somebody is called with an announcement that they'll be getting a call, and it's difficult to explain that. It could happen, and it's also based on your own initiative. Couldn't you have called us if you were looking for work? Okay, bringing Germans to the Netherlands, unemployment is even lower in Germany than in the Netherlands.

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

I agree that the apprentice system in Germany is excellent, but there are also tremendous shortages in Germany. I agree with you about the system. As for European platforms, I agree with you. We don't have a European investment environment. In our investment fund, we see a lot of promising European startups leaving for the U.S.. That's not a good thing, we're advocating European investments in digital and artificial intelligence, so we couldn't agree with each other more. Okay, thank you. Okay, 1 more question, and then I propose that we move on to 2B. Mr. Stevense up front. Thank you very much, Mr. Chairman. I'm Mr. Stevense from the SRB. As for Monster, that was mentioned a few times already. You associate it with Monster Randstad, but we believe that you overpaid for that. That's the only possible conclusion.

Constant Stevense
Chairman, Stichting Rechtsbescherming Beleggers

I understand that it was a technological acquisition. At a certain point, in our view, Monster is no longer adding value. When you don't need it, why don't you just sell it? You could perhaps recoup some of what you overpaid. Jacques. I think I already answered all strategic questions about Monster. We're happy we purchased it. We believe it has a great many profiles. Monster remains the second most valued job board in the U.S., so that certainly pays off the investment, and it's going to work out. Yes, you just said about corporate human capital. If you're talking about YoungCapital, you said you relate that to Monster. You wouldn't need Monster. That's not what I said. If you place all brands on the Monster platform, then you don't need Monster anymore.

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

Perhaps we should schedule a strategic advice session. I think we're on track and that we should continue this way. That's the way it is, but you have a good point. We should have taken an impairment. That relates to the assessment about its value. On the other hand, we're proud of this very strong brand, and in the years ahead, we'll need to prove that it continues to add value. If this was the final question in this round, I propose moving on to agenda item 2B. Oh, I apologize. That's okay. I didn't raise my hand until now. I'm Robert Jan van Holst. I represent myself. I'm a proud employee at this firm. In early November, I ate a delicious cake on that morning.

Robert Jan van Holst
Shareholder, Randstad

What I'm curious about, Jacques, what I'd like to know, there's a lot of debate about introducing a quota for women in top management positions and diversity in general. That's an excellent HR issue. I'm curious what you have to say about this to wrap up this round of questions. Excellent. Okay. An interview was published with my wife in the Dutch Financial Daily a few weeks ago. My wife is a tax consultant and was a partner for the first time in 80 years. We often talk about those glass ceilings. Randstad has signed the charter about Talent to the Top, where companies cultivate workforce diversity. I'm talking about gender diversity now. It's called Women and Men. We have about 50% women in management positions globally. That's not really enough because we're talking about 60-40 from the level of job recruitment officers.

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

We are losing some people. In the Netherlands, we score only 38%. That's relatively low. That's because of Dutch society. Dutch women often need to explain why they're pursuing a career. Sometimes they have to explain it to their husband or their parents, or their in-laws or their girlfriends. I'm working very hard at that. I was also an instructor at the Talent to the Top. We do convey diversity at Randstad. We're working on it. I'm delighted that although we're losing Linda on the executive board, we're bringing in two women members. It takes a lot of work. We also try to keep all of our women coworkers in the loop. If they want to leave, I ask them to let me know.

Wout Dekker
Chair of the Supervisory Board, Randstad

Agenda item 2B, account for the implementation of the remuneration policy 2018. Information on our remuneration policy you can find in the annual report, pages 115-120. Who would like to ask a question on this subject? Yes, thank you, Chairman. Isn't it remarkable that an employee should call the big boss of Randstad Jacques? To me, it's still Mr. van den Broek. It says something about the culture in Randstad. I think it's wonderful to see this. Chairman, remuneration, page 117. Actually, you see that only 20% is paid out of the financial targets, which counts for 75% in the short term incentive. We find this on page 117. Can you perhaps indicate, because the short-term incentive drops from EUR 670 for Mr. van den Broek, Jacques, for those who know him well, to EUR 370. After this very eloquent presentation, we think he deserves more.

Could you point out which KPI has particularly caused this drop in his short-term incentive? This is a mix of KPIs, says the Chairman. Throughout the targets were more ambitious than what happened in actual fact. Historically speaking, this is quite a low score in years in which an incredible amount of things have happened, and it's part of the system. Page 117 is particularly about the financial elements. Those targets really lead to a low score. I would imagine that the other targets, the non-financial targets, that he did well there. Which financials? I couldn't really find this, and we just saw the numbers. Everything went up. Either you raised the bar too high or the scores were poor.

We raised the bar. You're used to us doing that. In any case, that's what we've done. Annet, could you perhaps?

Annet Aris
Member of the Supervisory Board, Randstad

In the report, you'll read that we have three kinds of financial targets, revenue, EBITDA margin, and DSOs. For all three targets, we had very ambitious targets. None of these three targets have been achieved to the extent that what we expected, particularly the last quarter, didn't develop as we had hoped it would. Also for reasons of confidentiality and competitive information, we don't want to zoom into the individual targets. We do see an equal spread across the targets.

André Jorna
Representative, VEB

That was no reason to use your discretionary powers, because if the economy collapses, of course you can say, this is not his fault, not the CEO's fault.

Annet Aris
Member of the Supervisory Board, Randstad

In the new remuneration policy, the Supervisory Board has very little discretionary power in this respect. Let me put it this way. We tried to make the best of it, contrary to the previous remuneration system, the discretionary powers also, because certain investors don't really like discretionary powers, clearly, the incentive declined.

André Jorna
Representative, VEB

It's a strange thing to insist on.

Wout Dekker
Chair of the Supervisory Board, Randstad

I don't dare to look to my right. I don't think it's a very sensible thing to do, says the Chairman.

Are there any other questions? If not, we can proceed to agenda item 2C, which is a proposal to adopt the financial statements 2018. You'll find them on pages 127 through 192 of the annual report. This has been explained in detail. First, I would like to give the floor to the Chairman of the Audit Committee, Frank Dorjee, so that he can say a few words about the work of the Audit Committee in 2018 and the cooperation with the auditor. Subsequently, I shall give the floor to Bas Savert of Deloitte. Frank. As Chairman of the Audit Committee, I'm looking back on a year in which many issues were discussed. Most meetings of the Audit Committee took place prior to the publication of quarterly results.

Frank Dorjee
Independent Member of the Supervisory Board, Randstad

Prior to the Audit Committee meetings, I had personal meetings with the CFO, directors of Global Control, Global Financial Reporting, and Global Business Risk and Audit. The Audit Committee meetings themselves were attended by the CEO, CFO, and the external auditor, and also these managing directors. The focus of the meetings was therefore on the financial reports, but also a number of other matters, such as tax issues, legal issues, funding, data protection and information protection, cybersecurity, as we call it, and the new European legislation on GDPR and IT also in general terms, was also a subject of these meetings. These meetings also discussed the audit plan of the external auditor and the GBR&A department, and were also approved. Henry also mentioned it, the dividend for the financial year 2018 was discussed, which was in line with dividend policy, which was approved in 2018.

The net debt EBITDA ratio of lower than one would lead to an extra cash dividend up to the level of a ratio of one. Also, new developments in the field of IFRS were discussed in the Audit Committee. Most important item was the new guideline, which becomes mandatory as per the start of the financial year 2019, concerning the accounting of lease obligations. New standards with respect to financial instruments and accounting of revenue have not had a material impact and have been implemented as per January 1st, 2018. As usual, we paid attention to further improvement of internal controls and the control environment. Each quarter, the Audit Committee discusses the results and the findings of the external auditor, but also the quarterly report of the department Global Business Risk and Audit in 2018.

The GBR&A department further strengthened by means of training and by hiring IT audit specialists. Management letters of the external auditors were discussed and do not contain any material findings. Jack already said this, the tone at the top of the organization is good. Core values, the code of conduct, the whistleblowers regulation, are very important elements in this respect. The strategic repositioning of the company leads to an open. It was clearly also mentioned by the gentleman at the back of the room, leads to an open and clearly robust dialogue between all the layers of the organization in which targets and core values are leading. Randstad aims to improve the internal control in different country organizations every year and bring it to a higher level. Each six months, the management sets up a risk register of all local companies and also carries out a control self-assessment.

The risk and audit function will also test the quality and control in the different operational companies and will also make a comparison or benchmark the outcomes of internal audits and the management self-assessments. The results are discussed every six months in the Executive Board and Audit Committee. Also, the risk appetite of the company was discussed in the Executive Board and the Audit Committee, by means of which we are improving on our internal control systems and measures. Further digitization of business models and operating processes are further supported by a focus on IT control, particularly over the next few years and also in 2018. Over the past few months, in 2018, for data protection, information security, and IT general controls, we started important programs, and in the course of 2019, these programs will be further rolled out.

These programs have a very strong IT component, will lead to a further update of the key control framework. The key control framework reflects the measures of the internal control with respect to the most important risks of operational, financial, business processes. The Global Business Risk and Audit department monitors the effectiveness and quality of internal control progress. There are three important aspects that were also discussed. A number of them have also been reviewed by Henry and Jack. The first one, obviously, was evaluation of goodwill, and that on the basis of the annual goodwill depreciation test, the so-called impairment test. On the basis of current insights and estimates, this has led to a depreciation of goodwill and also other assets in total of EUR 103 million. The second one was the valuation of the position concerning deferred taxes.

It was also mentioned, it also led to a one-off increase of the tax asset of EUR 86 million, which was recognized in the item taxes in the profit and loss account 2018. Last but not least fraud risks and number of fraud cases, which fortunately did not lead to any material items for Randstad at all. With that, I'd like to give the floor to our external auditor, Mr. Bas Savert of Deloitte Accountants. I shall try not to stand right in front of the screen of the slides, but there's nothing on the screen. Oh, yes, there is. My name is Bas Savert of Deloitte. This is our fourth year as Deloitte Accountants for Randstad and my second year personally. I'm going to give you a brief explanation of the audit that we carried out. I shall be following a slide.

Bas Savert
Audit Partner, Deloitte

You may not be able to read it, I'm just going to highlight the most important points here. We audited the financial statements, on the 11th of February we issued our unqualified opinion. The financial statements have been included in the annual report, you'll find our opinion on page 193 and the following pages. You may well have read it. You will see that in accordance with the customary rules, we focus on a number of issues, core issues, core items of our audit, I'll be discussing that in a moment. We also included additional information in the annual report. We also look at this other information.

We look at the annual report and other information, according to the auditing standards, it is our responsibility to determine whether this information is in line with the financial statements and whether legal information has been included. We've conducted such a check, you'll find further information in the annual report. Our communication with the audit committee, Mr. De Jager has told us a bit about this, every quarter, we meet with the audit committee and with the executive board. We look at the quarters not really as a formal responsibility, we look at that also to be able to plan our work as best as possible for the rest of the year, also to highlight any possible risks.

During the quarters, we discuss a number of important documents: the audit plan in April, management letter in December, subsequently just before we sign off the annual report. In the audit plan, we determine materiality, also risk analysis. You see in the slide that it amounts to EUR 50 million in materiality, which is in line with last year, and we determine materiality based on profit before tax, which is customary for listed companies. For the countries, well, in general, we use a lower materiality. Countries report to us with a certain degree of materiality, a maximum of EUR 30 million, and in many cases, work is carried out with it at a lower level because there are statutory audit obligations. Larger countries are audited by Deloitte. There are a number of other countries which are audited by BDO.

I referred to that. Despite the fact that these are not the most important components, every year we have talks with BDO about their scope. Also on a rotational basis, we carry out visits to the businesses that are audited by BDO. In this case, it was Portugal. In the audit plan, we also determine the scope. Scope leads to 14 group companies or subgroups that we submit subject to a full audit. Full clearance is issued for group purposes, and that is reported to us. With that scope, we cover about 89% of revenues, which is a very broad coverage if you look at the work that we do. Now, reportable matters. The key audit matters are revenue, goodwill, and tax. We include this in our opinion.

Because of the introduction of IFRS 15, also because we find that revenue is a very important element, it is a risk that is perceived as a presumed risk in the ISAs. That is why we pay a lot of attention to accounting of revenue, different kinds of revenue in terms of staffing business. That is, of course, a major chunk. There are also other kinds of revenues for which we require a different approach. We also look at that or whether the local teams are carrying this out in a thorough way. That's a matter that we pay attention to. IFRS 15 did not have a big impact, as just explained by the chairman of the audit committee. Nonetheless, we do look at this. The same applies to other standards.

For taxes, since taxes require estimates, the recoverability of your deferred taxes, we pay attention to that. This year, taxes also had an impact on the effective tax rate, particularly the valuation of losses that had not been valued before. We paid attention to that. By way of conclusion, the last point that I would like to cover is goodwill. EUR 3 billion on the balance sheet always requires our attention. You know that people often say that goodwill constitutes a standard risk for accountants. Usually you see this in the opinion. On the one hand, that is indeed true because estimates are used to a great extent in order to assess goodwill. This year, we've determined an impairment, which also requires us to take a careful look at the process. This is a core item.

Besides the core issues, there are other issues that we discussed with the Executive Board and the Audit Committee, and this would be estimates, one-offs, and all sorts of other things that have not led to a change in our findings. I think that I could leave it at that. I would now like to give you the possibility to ask questions concerning the audit, questions to me, other questions to the Audit Committee or the Executive Board. Now, questions about the financial statements and the auditor's opinion. I'm going to start at the back. Chairman, my name is Spanjer for the minutes. In the other question I asked, we said that you were standing in front of the screen. It takes time for you to change your policies. Just now at reporting matters, you are sitting right in front of it. I can't see it.

Speaker 17

How can that be? We've got lots of places where you could put the chairs in a different direction so that we could have seen the screen. You could have been over there. The auditor, what about the 16th guideline and the implementation thereof? What is the impact thereof? What is your outlook? IFRS 16 will come into force next year. In 2018, we were involved in order to give an explanation on the expected impact of the leasing standard. Our involvement in IFRS 16 is to understand how the company has assessed that impact, and we have a process for that, a very thorough process. In fact, the company itself could explain that. Our responsibility is reflected in this explanation.

Bas Savert
Audit Partner, Deloitte

We explain what the impact is of the standard, the standard will be reflected this year, in 2019, in the numbers. Of course, we take a look at it because they're numbers, and the explanation is part of the financial statements.

Henry Schirmer
CFO and Member of the Executive Board, Randstad

Obviously we are in full application of it, we've promised in our quarter four results presentation that we will go back on time to the markets to give a bit more insight of what the implication will be. Just within the next couple of days, we will just inform the markets about it. Don't hold your breath. There's nothing material in there, we just want all kind of players to have it at the same time. There's no material impact on our result. I think that is a much better thing than just kind of getting out here and then have a misbalance in information.

André Jorna
Representative, VEB

Thank you, Chairman. Jorna, VEB. Chairman, about the financial statements, first question, and then two questions for the auditor. The DSO, we just talked about that, is increasing and it's costing Randstad a lot of money. Last year, Mr. van de Kraats pointed out that the company would do its utmost to reduce the DSOs. It had something to do with the mix of production. Is that again the cause of an increase in DSO days, or did your measures fail to reduce DSOs? It's increasing to 53.9 days. It's not a lot, but nonetheless. Another question. Publicity and marketing expenses will go down to EUR 188. You don't see that very often, but if you're satisfied with the growth now, why would you publish more advertisements? You also withdrew from the Formula One sponsorship, so that will save you a lot of money. That's what I think.

A third question is a question that keeps cropping up. You still are intent on applying variable interest in these times, economists say that the interest rates are not going to increase. Don't you think it would be interesting to agree on a long-term interest rate with the banks? I don't know whether you have those possibilities, but you could consider it. The two questions for the auditor. The auditor can answer those questions later on. Or shall I ask them now, or shall I wait? I see that the fee is increasing by 25%, EUR 3.2 million to EUR 4 million, which is 25%. It could well be that there is a surcharge because of shortages, because it's very difficult to find good auditors nowadays. Well, I don't know. On a more serious turn, goodwill. You talked about that last year.

Perhaps you thought you didn't have to take an impairment, now we're faced with 25% on Monster. As an auditor, don't you think that last year perhaps you took the estimates of the company a bit too lightly? Let us start with Henry.

Henry Schirmer
CFO and Member of the Executive Board, Randstad

With the DSO. Indeed, there is always mix at play, but it's not just the geographical mix, but it's also we have over proportional growth with bigger companies, which are very professionally managed from procurement function. There will be continuous pressure on DSO, and we will do everything to work against it, but I would not be too surprised if that will go up also in the future going forward. As said, there's two components in DSO. One is kind of the structural pricing and the payment terms, but there's also overdues and there's also homework for us to do to kind of keep our overdues in check, and that just requires really daily management and discipline. In general, there is a structural pressure on there. Second one, yes, our marketing spend is going down.

Comes mainly from two things, our stepping out of Formula One. Also less marketing spend on Monster, because we are concentrating on getting the service provision right. Along the lines of it doesn't make huge sense to get people through the door. It's not sticking. We also have shifted the portfolio or the spend into user experience. What do you experience when you come through what I call a digital door? That is also a sort of marketing spend, but it's being booked under IT. The third one, financing. You're absolutely right. We're constantly looking at our financing structure. We feel very comfortable with it. We're doing stress tests in a very disciplined way. So far it is serving us well. We're also very much aware that if you ever wanted to make that shift, you better do it when the sun is shining.

We're taking it really into account, and we have facilities there. Let me put it positively, as far as financing is concerned, we are prudent, plus prudent. At the same time, we don't want to spend too much time on interest rates. There were two for you, maybe?

Bas Savert
Audit Partner, Deloitte

Yeah. I can answer those questions. Actually, I'll say

Wout Dekker
Chair of the Supervisory Board, Randstad

I'll speak Dutch. Our fees. Well, if only this was representative for the increase in fees in the Netherlands, not the case. We do not present adjusted audit fees. They are what they are. The main impact is that in the past, we had elements that we did not audit as Deloitte, and elements that we are now auditing. That'll happen this year as well. There'll be a changeover from BDO to Deloitte, which means that in our explanation, we show that there's an increase in work, but unfortunately, it's not an increase in my fee. A comment off mic. Interpreter can't hear. Answer to the question is no. What I'm saying is that we have to present the Deloitte fees and not the BDO fees. That means that the fees invoiced by other network companies, those are BDO fees and not Deloitte fees.

Bas Savert
Audit Partner, Deloitte

Once again, a question off mic. What we see on the table are the Deloitte fees, not the BDO fees. That doesn't have an impact on the Netherlands, and that is because of the acquisitions of two, three years ago. Perhaps by way of explanation, Deloitte has a contract with Randstad and charges a fixed fee, which is subject to an inflation adjustment. You'll find this in the explanation. As Mr. Savert just said, there are also companies that were acquired by Randstad, and they are audited in the subsequent year by Deloitte, and that has an increasing effect. Then, of course, there are always one-offs, such as new IFRS and things like that. The second question with respect to goodwill. This is a question of conscience, but I'll be happy to discuss it.

I would say that assessing goodwill is an assessment of future cash flows. By definition, it is a complicated process. What we do is we assess whether the estimates made by management, whether we consider them to be reasonable. We use specialists for that, and also management uses specialists in drafting the impairment models. Last year, we explained for the financial statements 2017 that for cash-generating units, there is a possibility there can be a greater sensitivity for an impairment. That would mean that some units have a lot of headroom, others have less headroom. If you have less headroom, how can it be that if the result deviates from your estimate, how can you make sure that you don't end up in an impairment situation? For Monster, this is a business that was acquired recently.

In the first few years, particularly when you're integrating the company, it's very difficult to predict what the future will provide you with. You make an estimate, and at some point, management has to act, and that action was taken in 2018.

Robert Vreeken
Public Affairs and Investor Relations, We Connect You

In the Netherlands, we have Ralph Hamers and Jacques van den Broek are two champions. Ralph Hamers had a blooper with EUR 800 million in losses, last year, Randstad delivered a stellar performance. Relatively speaking, both gentlemen earned far below what their international performance would have indicated. I'd like the auditor to tell me about the benchmarking. My sense is also that Mr. van den Broek may not earn that much more than the average Randstad employee. I'm curious about that. As for spending on marketing, I would like Randstad to be ubiquitous globally, for example, in the Champions League and during the Olympics. You should spend far more on marketing because that delivers a magnificent return. For example, Heineken spent EUR 60 million on the latest James Bond film, which is why Heineken keeps growing. Perhaps that would be a nice example for Randstad to follow.

Wout Dekker
Chair of the Supervisory Board, Randstad

Also about marketing. Advertising in dailies and the quality of journalism would benefit you. Perhaps you could allocate funding for traditional Dutch dailies. That might be a good idea. We've wrapped up the section on remuneration. I would like to talk about it. We've described our peer groups and our benchmarks. We review them regularly. Annet has just said how we consider the variable section and how we deal with it mathematically. I'm not pleased to do this. You've also seen that there was no increase in the fixed remuneration of the CEO, and that was explicitly stated by Jacques at his desire. Whereas elsewhere, we talk about carefully attuned social antennas, and you can always debate about what's socially desirable. I thought that was loud and clear. Jacques, would you take the other questions?

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

We constantly seek sponsoring opportunities. We're starting to realize that simply sticking a label on is no longer of this day and age. We're trying to see how we can build a global brand through digital means. Joanna Irwin, our CMO, is with us here, and we have talked with her at length about that. I expect to have more news for you next year. I don't expect this to be a traditional way of sponsoring for advertising in dailies. That really won't get you anywhere anymore. We've abandoned that.

Henry Schirmer
CFO and Member of the Executive Board, Randstad

All believe in building a very strong brand, and that is extremely important for our business. For sure. The how.

Wout Dekker
Chair of the Supervisory Board, Randstad

I have one more question. In the front, Mr. Stevense. Thank you, Mr. Chairman. I'm Mr. Stevense from the SRB. I have two questions concerning fraud. I didn't notice much about that in the auditor's report. I understood that you consulted lawyers to have a good look at that. As for Monster, much has already been said, and that's the reason for the huge impairment. What we're wondering is whether that's the end. Have we done everything, or what about the new accounting rules? Fraud, is that good news? If we don't write a long book about that, of course, there's also social debate about how much we'll do to report exactly all our actions relating to fraud.

Bas Savert
Audit Partner, Deloitte

I believe that in 2018, at other companies listed on the stock exchange, we've seen some additional explanation about responsibilities on the one hand, indicating what we do, but on the other hand, stating what we don't do. In our present model, as we agreed with our NBA professional association and explained to most of our clients our duties to relate to fraud. The fact that we didn't report anything in particular means that we didn't identify anything substantial, but we take several steps, such as audit procedures that are intended to trace fraud. There are inherent cases that remain equally applicable. We're in excellent contact with our forensic counterparts at Deloitte. That's part of risk services, and they support teams of auditors at their request, and they also provide general support to the audit approach concerning fraud and irregularities.

The second point relating to goodwill is that the fact remains both for Monster and for other opcos that we paid goodwill for. You rely on estimates of cash flow in the years ahead and the extent to which such cash flow may be achieved. I cannot guarantee that this is the last impairment. I can't say that this is the end of it. I do ascertain that we checked as at end 2018, when we performed the test that the assumptions by management were reasonable. We reviewed that, and that's what our conclusion addresses. I'm remembering now that all goodwill of Monster has been impaired. Yes, for Monster specifically, all the goodwill has been impaired, so that's off the books. I propose, if there are no more questions, that we adopt the financial statements for 2018.

Jelle Miedema
Company Secretary, Randstad

I'm going to hand you over to Jelle Miedema to walk you through the voting procedure. 860 shareholders, of which you jointly represent 22,756,017 shares, including 25.2 million preference B and 50,130,350 preference C shares. Altogether, you can cast 156,634,665 votes, of which 3.6 million on B shares and 5.6 million on C shares, and that adds up to 38.8% of the total share capital. We're about to vote. Hopefully, you have your voting handsets, and they should work if you insert your voting card. If they don't work, please raise your hand and the hostess will be with you to assist. Vote one to vote in favor of the proposal, vote two to vote against the proposal, vote three to abstain from the vote. If you do not make a selection, your vote will not be counted.

Wout Dekker
Chair of the Supervisory Board, Randstad

After a few moments, you'll see the result of the vote on screen. We're going to vote on agenda item 2C, which is the proposal to adopt the financial statements for the 2018 financial year. The vote is now open. Has everybody voted? I'm closing the vote, and we'll project the results on the screen, and the proposal has been adopted with 99.99% of the votes cast in favor. Wout, you have the floor again. Regarding agenda item 2C, which is the proposal to adopt the financial statements. We just covered that. Yes, we just covered that. On to agenda item 2D, the explanation of the policy on reserves and dividends. Henry Schirmer has already explained this point. Are there any questions about dividend policy? Thank you, Mr. Chairman. I'm Jorna from the VEB. I have two questions.

André Jorna
Representative, VEB

Mr. van den Broek basically indicated that he sees Randstad more as a value share than a growth share. I also read that 10 times profits is, in his view, rather a low assessment of the value. Have you considered using the additional dividend to repurchase shares? If they're priced so low, they might add value. I would say use it to repurchase shares. I understand that you hope to be regarded as a value share through the dividend, which might stabilize the Randstad share price, but I don't think you've accomplished that yet if I look at the huge fluctuations recently. Well, as you know, I'm not in charge of share prices. We're trying to show people the corporate profile, and that's dynamic. That's what many investors are noticing, is that we're a very stable company with very stable cash flow.

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

Thanks to our business model, the growth is less because of lower working capital, but we're generating far more cash thanks to our global presence. That's one. Second is that we're a traditional staffing company, so that's usually 10 times profit. Data companies are valued at 20 times the profit, and we're catching up. It's up to shareholders to purchase and sell shares. Of course, in reality, there's a very long list of companies that holds onto our shares for two to three months, so it's difficult to identify strategy. What we care about is for long-term shareholders, we want to explain the value of Randstad shares to them. I can't impact the volatility of shares, but a 5% fluctuation in a day, such as last week, is odd and doesn't really relate to our companies. We can represent ourselves as a company.

As for repurchasing shares, there are a few reasons why, for the time being, we're not doing it. We aren't saying we'll never do it, but we're not such a liquid share. It sounds contradictory. We're a fairly large holding, and we still have our founder. For the size company that we are, relatively few shares are negotiable. Of course, repurchasing would exacerbate that problem. We've decided that this year, given that the policy is two years old, we don't want to change too quickly, but we're considering it, but that's the policy for this year. You have the floor. I agree entirely with Mr. Jorna. Randstad can grow very rapidly, but it does mean that you need to market away. I mentioned the Champions League and the Olympics, and then you're a global Champions League player, and you need to do a lot of sound marketing.

Wout Dekker
Chair of the Supervisory Board, Randstad

You need to work hard on marketing. This is also an excellent organization with wonderful objectives that treats people well. Globally, you can show that Randstad is exemplary. I'm a strong supporter of boosting the marketing budget. Okay, you can sponsor the Champions League for EUR 10 or EUR 20 million, and that's simply a drop in the bucket for Randstad. I think you made your point, and both gentlemen have replied. Thank you. If there are no additional questions, that takes us to 2E, the proposal to determine the regular dividend. This topic has already been explained at length as well. The dividend payment for preference shares B and C amounts to EUR 12.6 million. In keeping with our adjusted dividend policy, the proposal is to pay a regular dividend on the ordinary shares amounting to EUR 2.27 per ordinary share in cash, and this equals the maximum payout of 50%.

Are there any questions about that? Who would like the floor? Okay, I'll hand you over to Jelle. If you choose 1, you vote in favor of the proposal, 2 to vote against the proposal, 3 to abstain, you may now cast your vote. The vote is closed, the results will appear projected on the screen, the proposal has been adopted with 100% of the votes cast in favor. Okay, I find that the proposal has been adopted. Next, this second portion of the total dividend on 2018 in 2F, there's a proposal to determine a special dividend. This topic has been explained at length. In addition to the regular dividend, it's proposed that a special dividend be paid per ordinary share equaling EUR 1.11 in cash. The executive board intends for this payment to take place in October 2019.

The exact date will be published on the corporate website. Are there any questions? If not, I'll hand you over to Jelle. You're familiar with the options. Please cast your vote. The vote is closed, you'll see the result projected on the screen. The proposal has been adopted with 99.86% of the votes cast in favor. Next, agenda item 3A, discharging the executive board members from liability for management. I propose the following discharge discussion. The general meeting of shareholders shall discharge the executive board members for their management in the 2018 financial year to the extent it is clear from the financial statements, the annual report, and the other documents presented to the general meeting of shareholders, and the explanations delivered at this meeting. Are there any questions? Jelle. Please cast your vote.

The vote is now closed, the results will be projected on the screen, the proposal has been adopted with 99.88% of the votes cast in favor. 3B, granting discharge to the supervisory board members for their supervision of the executive board members. I propose the following discharge resolution. The general meeting of shareholders shall discharge the supervisory board members for their supervision of the management carried out in the 2018 financial year to the extent it's clear from the financial statements, the annual report, the other documents presented to the general meeting, the explanations provided at this meeting. Are there any questions? If not, Jelle. Please cast your vote. The vote is closed, on the screen, you will see that the proposal has been adopted with 99.88% of the votes cast in favor.

Before we move on to agenda item four, I'd like to say a few words to Linda Galipeau. Linda, you joined in 1995, which was over 23 years ago. You joined Randstad as the district manager in Memphis. Randstad in the U.S. was relatively small, comprising only 80 branches in the U.S. In 1997, you moved to Canada, where you were born, you set up Randstad Canada from scratch. When you returned to the U.S. over 10 years later, the revenue equaled CAD 150 million. In 2008, you became president of Randstad staffing operations in the U.S. In 2012, you were appointed executive board member and were entrusted with the responsibility for all business in North America, you were involved in several very important acquisitions such as SFN, RiseSmart and Monster, which were important not only in North America, but globally.

They've been very important for Randstad. North America is our largest region, as Jacques mentioned, with above average profitability and a strong team of leaders. Now it's time for you to enter a new stage in your career. We wish you all the very best and great wisdom, and on behalf of the Supervisory Board, I'm pleased to thank you for your extended involvement with Randstad and for everything that you have done for Randstad. Thank you, Linda. I'm sure you'll understand that we'll have a lengthy farewell for Linda this evening. We feel very fortunate that we have found good successors. As Jacques mentioned, we've even had some questions about them. That takes us to agenda item 4A, which is the proposal to appoint Rebecca Henderson to the Executive Board. The explanation and the curriculum vitae of Rebecca are in the agenda.

Rebecca Henderson joined Randstad in 2012 when SFN was acquired by Linda. Would Rebecca please rise and introduce herself to you?

Rebecca Henderson
Member of the Executive Board, Randstad

Hello. Page 109. I have spent the last eight years at Randstad after the SFN acquisition, really integrating SourceRight's RPO and MSP business and expanding that globally. We've learned a lot about the needs of our global customers over that time. I really look forward to spending the rest of my next four years and beyond, continuing to do that and expanding that for all of our global customers amongst all of our global businesses. Randstad RiseSmart and Monster, the continuation of growth for SourceRight, and then helping our global customers take advantage of those value propositions. I also am passionate about women's issues and diversity in general, and I want to continue to champion those efforts as well for the company. Thank you.

Wout Dekker
Chair of the Supervisory Board, Randstad

Thank you.

I'm not going to repeat all of this. The highlights of her agreement align with the remuneration policy and appear in the agenda. We propose appointing her for a first four-year term. Are there any questions? No. Jelle. Thank you. Option 1 is to vote in favor of appointing Rebecca Henderson. Option 2 is to vote against. Choose option 3 to abstain from the vote. Please cast your vote. The vote is closed. On the screen, you see that the proposal has been adopted with 99.98% of the votes cast in favor. Now we have a contest that takes us to agenda item 4B, which is the proposal to appoint Karen Fichuk as member of the executive board. The explanatory notes and curriculum vitae appear in the agenda. Karen Fichuk has 25 years of experience with commercial and functional supervisory positions at the Nielsen Company.

We Dutch still remember that organization prioritized organization customer focus, and human development like Randstad. Karen is present here and is pleased to introduce herself.

Karen Fichuk
Member of the Executive Board, Randstad

I'm Karen Fichuk. I'm still very excited to be here. It's been a long wait. I look forward to telling you a little bit about myself. I've spent the last 25 years with the Nielsen Company, where we helped our clients use data and analytics to grow and improve their businesses. I'm looking forward to bringing that experience along with digital disruption management, global client management, professional services, technology partnerships, and B2C and B2B marketing to the Randstad organization and add value here. When I decided to make the decision to come to Randstad, it was because I like a transformational challenge. It was also very much about the people and how impressed I was with the people that I met throughout the process and the culture of this company.

I think as somebody said earlier, people love to work here, not only because of the history and the legacy of the company, but because of the industry leadership and where we're headed in the future. Thank you, and I appreciate your trust and confidence.

Wout Dekker
Chair of the Supervisory Board, Randstad

Thanks to her experience with data analysis and technology, she will contribute to Randstad's digital transformation. On the Executive Board, she will become responsible for North America. The most important aspects of her agreement align with the remuneration agreement and appear in the agenda. We propose appointing her for a first four-year term as well. There is a question in the audience. Mr. Chairman, in America, people often acquire a stake in the company. The other lady has a stake in the company. Why didn't you state for the minutes that she had to acquire a stake in the company, too? That's not part of our remuneration policy. Well, you could make it one. You could make it one. We'll take note of that for future debate next year. I think it's a good idea, and I really hope you'll listen to me. Yes, I shrunk myself.

I made myself very small when you said that. Well, we couldn't see the abstentions. We could barely see the votes cast against. Okay, this is the lineup for today. Jelle, I'm pleased to open this exciting vote. Please cast your vote.

Speaker 18

And

Wout Dekker
Chair of the Supervisory Board, Randstad

I close the vote, and you'll see on the screen that Karen Fichuk has been appointed a member of the Executive Board. When I asked Karen how you pronounce your last name, she said it's Fish-Hook, and that came to mind when we spoke about fishing in an empty pond because this gives us a new tool. Now on to 5A, the proposal to reappoint Jaap Winter as Supervisory Board member. You'll have read in the agenda and will have found his curriculum vitae. Jaap Winter is being nominated by Randstad Beheer, the firm of Frits Goldschmeding. He contributed substantially to our Supervisory Board, especially given his legal and corporate governance experience and as a contact with Randstad Beheer. The Supervisory Board proposes reappointing him for a two-year period. You're familiar with the two four-year terms plus two plus two. Are there any questions? Three questions.

Kees van der Leest
Representative, Stichting Spoorweg Pensioenfonds

Let's start at the back. Thank you. Good afternoon. I'm Kees van der Leest. I have a question about Mr. Winter's sabbatical. He's Vice Chairman of the Supervisory Board. He also serves on the Audit Committee and the Governance and Nominations Committee, so he does a lot of important things. My first question is, how did the Supervisory Board deal with Mr. Winter's absence during his sabbatical? My second question is, may we assume that for the next two years rather than four years, he will basically attend all meetings? And a follow-up question is, you said that the next term would be two years. Is that standard or maximum, or do you have a different reason for that? Thank you. Well, we were very transparent about his well-deserved sabbatical. And for your information, Jaap took a magnificent bicycle trip from the North Cape, spanning thousands of kilometers.

Wout Dekker
Chair of the Supervisory Board, Randstad

Of course, we missed Jaap and his skills, but thanks to judicious management, we transferred the topics where Jaap could not attend the meetings to meetings where he could be present. Those were the topics where he significantly contributed. I'm not going to take another three-month bicycle trip. No more sabbaticals. I'm going to attend the meetings, and I'm happy to do so. As for the two times four plus two plus two, this is the first time we're appointing somebody for an initial two-year term. We discussed that at length. I also told you the process that we evaluate our own performance very carefully and intensively. I'd just like to add that this is the standard in keeping with the new Dutch Corporate Governance Code. Thank you. I'm Thijs Bruyninckx.

Speaker 17

I understand that Supervisory Board members are always appointed by shareholders, but you're being appointed by a single shareholder who is not present today. Could you explain the situation and how you're representing the interests of that one shareholder who, unfortunately, is not seated to my right? I'm not being appointed by that one shareholder. I'm being appointed by you as the Shareholders' Meeting. There's an arrangement between Randstad Beheer and Randstad that Randstad Beheer, as long as it holds more than 25% of the shares, is entitled to propose candidates. Ultimately, if the Supervisory Board adopts that proposal, you'll vote on it as shareholders. The idea is for Randstad Beheer to remain carefully in sync with the company.

Jaap Winter
Member of the Supervisory Board, Randstad

The impression of both Randstad and Randstad Beheer is that it's useful for Randstad Beheer to retain this position over the long term and to continue supporting Randstad during this transitional period. That was explicitly Mr. Goldschmeding's intention to leave his interest in Randstad for the long-term benefit of Randstad, and we wanted to establish that by reaching this agreement with Randstad, subject to the approval of the shareholders. Our role within that as Supervisory Board member is like those of all other Supervisory Board members. I have a legal obligation to consider the lawful interests of all stakeholders, not only those of Randstad, but I feel it's important that the interests of Randstad are discussed within the Supervisory Board. That's the bond between the shareholder and the company. Okay.

Wout Dekker
Chair of the Supervisory Board, Randstad

You may remember Jaap well from the early Tabaksblat years, and you may remember that Robert Jan van de Kraats served on the monitoring committee lately. In terms of governance, I think this answer is right. I'm Ms. Treur, Jorna from the VEB. At the risk of you giving me a lesson in corporate governance, I'll take that risk. Quite honestly, I understood from the governance code that basically it's two four-year terms, and if you run into problems or if your expertise is that type of expertise, you can extend it by two-year terms. Is this such an extension situation or is it simply standard that you want to serve out the 12 years? In that case, Randstad has a problem, and I don't know whether you can have recorded that you'll always be appointed by the majority shareholder.

Heineken, you see that people up until their dying day, I think, serve on the Supervisory Board. I don't know what options still remain. Your strengths are greatly acclaimed, and you contribute extremely important expertise to the Supervisory Board, we're delighted to vote in favor of you. The second point is that the position of a non-independent Supervisory Board member as vice chair might be problematic because who was vice chair when you were gone for three months? If Mr. Dekker was unable to operate, is it standard practice to appoint somebody who is not independent as vice chair? No, that's not standard practice, and we discussed that intensively together. Nonetheless, we believed that this was right for the company, given the extremely independent position of Jaap Winter in the previous years. He's an excellent vice chair.

How did you solve the problems during those three months? The honest answer is that I was present, and even without me, if you look at the strength and abilities seated at the table, I'm sure that we'd have managed. We can certainly manage a month without him. Yes. Okay. Can we proceed to the vote?

Jelle Miedema
Company Secretary, Randstad

Make the [Foreign language].

Wout Dekker
Chair of the Supervisory Board, Randstad

The vote is open. The vote is closed. On the screen, you will see that the proposal has been carried with 95.03%. Congratulations, Jaap. Agenda item 5B, proposal to reappoint Barbara Borra as a member of the Supervisory Board. In the agenda, you will have found her resume. Barbara Borra has made a valuable contribution to our board and the Remuneration Committee, particularly in view of her international management experience. The Supervisory Board, therefore, proposes to appoint her for her second term of four years. Are there any questions? Gerda, please. Vote is open. The vote is closed. On the screen, you will see that the proposal has been carried with 99.54%. 5C is the proposal to reappoint Rudy Provoost as a member of the Supervisory Board, and also his resume has been included in the agenda.

Rudy Provoost has made a valuable contribution to our board and the Governance and Nomination Committee, particularly in view of his international management experience. The Supervisory Board, therefore, proposes to reappoint him for a second term of four years. Are there any questions? No questions. Gerda. The vote is open. The vote is closed. You will see that the proposal has been carried with 99.53%. Tonight, we will provide aftercare for Jaap. A question? Usually there is a question whether there are any suggestions for other members of the Supervisory Board for now or in the future. I would like to propose Jan Kees de Jager. As a politician, he has a lot of international experience. He knows a lot about finance as well as about IT.

Robert Vreeken
Public Affairs and Investor Relations, We Connect You

He is involved in many startups. I think that would be a valuable addition to the Supervisory Board for next year. Thank you. With that, we can proceed to 6A, which is the proposal to extend the authority of the Executive Board to issue shares and to restrict or exclude the preemptive right to issue any shares. 6B, the proposal to authorize the Executive Board to repurchase shares. 6C, which is a proposal to cancel repurchased shares. You will find the explanatory note in the agenda of the meeting. Do you have any questions about one of these proposals? Thank you. My name is Bruni. Do you have any serious plans to give away this authority or to implement or carry out this authority, or is this just a matter of copy and pasting this item on the agenda?

Wout Dekker
Chair of the Supervisory Board, Randstad

I would actually prefer to say the latter. I am looking at my colleagues to see whether they would like to correct me. They say that is fine. The purpose is that, of course, we have share programs for ourselves. Once the share is vested, we do not want the share capital to become diluted. It is in order to offset that. We have been doing that for a long time. We are going to vote, first of all, on 6A, which is the proposal to extend the authority of the Executive Board to issue shares and to restrict or exclude the preemptive right to any issue of shares. The vote is open. The vote is closed. You will see the results on the screen. The proposal has been carried with 99.98%. The next proposal is the proposal to authorize the Executive Board to repurchase shares.

The vote is open. The vote is closed. You will see on the screen that the proposal has been carried with 99.96%. Finally, the proposal to cancel repurchased shares. The vote is open. The vote is closed. You see that the proposal has been carried with 99.99%. Agenda item seven, which is the proposal to reappoint Stépan Breedveld as a member of the board of the trust office, Stichting Administratiekantoor Preferente Aandelen Randstad. You will find his CV in this agenda to the meeting. In accordance with the articles of association of the foundation, Randstad is proposing to reappoint him as member of the board A for a term of four years. Stépan is here. Will you please stand? Are there any questions? No? The vote is open. The vote is closed. On the screen you will see the results.

Proposal has been carried with 99.98%. Thank you. Congratulations. Which brings us to item eight of the agenda, which is the proposal to reappoint Deloitte Accountants as the external auditor for the financial year 2020. Pursuant to the law, the general meeting of shareholder instructs an external auditor with the task of auditing the financial statements. The proposal is to instruct Deloitte to audit the financial statements for the financial year 2020. Do you have any questions? No. The vote is open for this last item on the agenda. The vote is closed, and you will see on the screen that the proposal has been carried with 99.98%, which is an excellent result, says the chairman. Agenda item nine, Any other business. Who can I give the floor? Now, we don't have to look at the back of the room. Two questions here in front. Mr. Stevense.

Thank you, Mr. Chairman. You sponsored the Formula One team for a while, and you discontinued that. We have an excellent racer here in the Netherlands. His name is Max Verstappen. Have you ever considered sponsoring him? No. Why not? Well, you engage in sponsoring in order to become well-known, and we are very well-known in the Netherlands, it's quite useless. If Max were a Japanese or an Australian or American, we may consider it, but Max is Dutch, there's no added value in investing money in him. I agree with you, he's a fantastic talent. Yes, he travels the world. He travels the world. Yes, he does. You can see him everywhere. Thank you. Last question now for today. "What an honor. My name is Joanna, VEB. Chairman, the Director, International Client Strategies and Commercial Goals of Randstad moved to Manpower, Jeroen Zwinkels.

André Jorna
Representative, VEB

That's surprising. Don't you have a non-competition clause in the contracts? Don't you fear that this gentleman that really truly knows a lot about the company, also with respect to the strategy for the next few years, that he's going to help Manpower?" Well, two things. Well, it's a wonderful job title. He didn't have that job title with us. Yes, indeed, we do have clauses, he's not allowed to take clients along with him. I don't think this is the time and the place to discuss it, we do have those matters covered in our contracts. That's it. Thank you. Item 10, Closing. I'm closing this meeting, and I would like to thank you for coming, for taking the floor, and obviously, I would invite you to take a drink with us in the lobby. See you next year. Thank you.