Randstad N.V. (RAND) Earnings Call Transcript & Summary
March 23, 2021
Earnings Call Speaker Segments
Wout Dekker
executive[Interpreted] Ladies and gentlemen, I'm Wout Dekker, Chairman of the Supervisory Board. I am pleased to open the Annual General Meeting of shareholders. And I'm pleased to welcome those attending the meeting online. This meeting is formally conducted at the Randstad head office in Diemen, and present on behalf of the Executive Board are our CEO, Jacques van den Broek; Henry Schirmer, CFO; and on behalf of the Supervisory Board, in addition to myself; Frank Dorjee, Chair of the Audit Committee; Annet Aris, Chair of the Remuneration Committee, will attend via a video link as well. We also have present here Bas Savert from Deloitte audit firm. Agenda item 2c, adoption of the 2020 financial statements. He will be happy to answer questions about the statement -- to the financial statements. Prior to that, he will briefly elaborate on the annual audit and the auditor's opinion. In connection with the coronavirus, we have encouraged shareholders to listen to this meeting via the website. To submit questions they may have in advance by e-mail and to give their voting instructions to an independent third-party or to participate in this meeting online and vote that way. This method of participation -- these methods of participation explains the speaker, appear in the convening notice to this meeting, which together with the agenda and the corresponding documents was posted on the Randstad website on 9 February this year. We also have present here, the Corporate Secretary, Jelle Miedema. I hereby designate him the secretary of the meeting, and we also have present Civil Law Notary, Joyce Leemrijse, on behalf of Allen & Overy. Jelle will start by briefly reviewing some procedural matters.
Jelle Miedema
executive[Interpreted] You can attend this meeting in Dutch and English. We have simultaneous interpretation present by interpreters here. The presentation you will see online is in English. This meeting was convened on 9 February this year, and all documents for the meeting were also posted on the Randstad website as well. Shareholders may vote online via the Internet site, www.abnamro.com/evoting and ask questions via the chat function. They have received the login code following registration. They can also ask questions live during this meeting via conference call. The data for calling appear on the ABN AMRO site. Shareholders calling into the conference call should take into account that there may be a 30-second delay with respect to the webcast on our website. Given that brief delay, shareholders using their phones to dial into the conference call to ask questions should use the audio -- should switch off the audio function on their own computer or laptop. Shareholders have also received the opportunity to provide voting instructions in advance IVR the stated ABN AMRO website or via IQ-EQ financial services. Prior to the meeting, shareholders had the opportunity to ask questions. The VBDO, the VEB Pension Fund, rail and public transport and the Foundation for Legal Protection of Investors have used this opportunity. These questions and our answers were posted on our website yesterday. In addition, some questions shall be briefly answered by Jacques van den Broek and Henry Schirmer. Today, we will not be voting per individual agenda items. The Chairman has decided that the vote will be open throughout the meeting for all items and will be closed after item 7. Shortly before closing the meeting, the chair will announce the results of the vote. The exact proposals on which the vote will be conducted is in the agenda with the explanatory notes. Later on, I will tell you how many votes may be cast during the meeting. Finally, the draft minutes of this meeting will appear within 3 months and will be posted on our website. After that, you will have 3 months to respond to the draft minutes. The minutes will then be adopted by myself and the chair. Back to you, Wout.
Wout Dekker
executive[Interpreted] Thank you, Jelle. That takes us to agenda item 2, the report for 2020. And at 2a, we will discuss the report by the Executive Board and the report by the Supervisory Board for 2020; 2b, the remuneration report; 2c, the proposal to adopt the 2020 financial statements; 2d, the explanation of the reservation dividend policy; 2e, the regular dividend for the 2020 financial year; and 2f, the financial dividend for the 2020 financial year. First, I am pleased to give the floor to Jacques van den Broek, who will deliver presentation about the general course of events in 2020, followed by Henry Schirmer, who will deliver a presentation about the financial course of events and the other items stated. Understandably, they will speak at length about the impact of the coronavirus on Randstad. Jacques, you have the floor.
Jacques Broek
executive[Interpreted] Thank you, Wout. Good afternoon, everybody. Well, this is our second time doing this. I think last year, we were just about the first in the Netherlands that was -- had to opt for a virtual setting. Luckily, I think we can now have a bit more interactive here -- we can be a bit more interactive. So we look forward to any questions you might have for me and Henry. Now next slide. Okay, one back, please. Well, I shouldn't be operating my own slides, you can see when it doesn't work out. This one is from our mission. Our purpose is to support people and organizations in realizing their true potential. Last year. More than ever, we've managed to deliver this. And we are well aware that last year around this time, every week, we had calls with 3 regions about how things were going. Of course, Asia, where it all started, Europe and North and South America. And we made the round the Thursday before last year's shareholders meeting about how the markets were doing. And our French colleagues said, there was a data point that we think about the French staffing market and it was down 70% percent compared with the down 17% -- no, it was more. It was down 70%, 7-0, with respect to the year before. That was how we started 2020. I'm delighted to be here to address you because in the course of the year, we recovered very rapidly. The market recovered rapidly. And that gave Randstad the opportunity to serve our purpose. What did we do? Very quickly, we started the safely back to work project. Of course, it was very clear that in every economy, there was a field of tension between health -- the health care system and the economy and work for people. So we thought what a great idea to see whether we can get as many people as possible to work safely. So what did I do? I approached Adecco and Manpower, which ranked second and third globally and asked whether we could team up and then we got to work to update all health and safety processes in all branches, specifically with COVID in mind. Because some of our clients were continuing to work in life sciences and nutrition. And we thought we can learn from this, because this might set an example for other branches. We thought we would do this in 10 countries, but ultimately, we branched out to 26 countries. We worked with governments, employers and trade unions, so that we could demonstrate how important we are as an industry and are able to help people get to work and keep them at work, as a sector, so not just Randstad, but the entire regulated sector represented in the World Employment Confederation. That's the largest employer sector in the world. In 2019, we were employing 58 million people -- excuse me, 258 million people. After a few months, we tried to figure out how we could best serve our customers. So we deployed all our digital resources for clients on specially designed web platforms, such as interviews by video, assessments by video, workshops about how I would run a company, a team, when everybody is working from home, and that came into good use. And finally, our talent, our candidates, at the nadir of the crisis last April at Randstad, 150,000 people fewer were at work than the year before that. Now, more than 150,000 have returned. And that really matters, because if you read the newspaper, it's often about permanent work and flex work. From our perspective, that's not the right distinction. It's about properly regulated work and poorly regulated work. And yes, there are a lot of people in the Netherlands and in other countries that do poorly regulated work. And we oppose that. And we've made clear that even though -- and we generally provide flex work. We do take good care of our people. One good example is the Boost program, which is ongoing in the Netherlands. And we approach people individually, especially when they're not already at work to train them to work in a different sector. Because on the job market -- not because of COVID, but in the future, that's what's in the pipeline. There's plenty of work, but a lot of people will need to do other work. They'll need to transition to a different sector. And at the same time, we need to get the right people in the right place, even when there's a manpower shortage. So in the past year, we've been able to put our company to good use that way. And in North America, we offered work to 40,000 people through reskilling and retraining. So during the year behind us, we did a lot of things that lead us to be satisfied, and the management has learned a lot, and the shareholders see a much better result than we expected last April. Now a few things: Agile prices management. In 3 days, the entire company was online. 38,000 people were working from home with their own laptops. And they had direct access to our candidates and client database. So as I said, we went from 48 branches to 38,000 one-man operation. That was especially impressive that our IT service managed to bring this about very quickly. We were not surprised, because if you've listened to us before, we are digital. If you looked around the head office here before COVID, you saw a lot of people talking to their colleagues and clients all over the world online. And the #newways program, that I'll be discussing in more detail later on, for us and our clients and staffers, that means COVID #newways, it accelerates the future on the job market. And it means an acceleration for clients about digitalizing their HR procedures. We're particularly proud of our employee satisfaction. What we've been doing for a while at Randstad is measuring digitally, on average, once a month, how our people feel and how they are doing. In COVID, we started measuring that once a week. We increased the frequency, and we asked 6 to 8 questions to our employees, very focused on the COVID situation. For example, am I able to do my work properly? I feel healthy. I have self-confidence. I miss my colleagues. Questions that are, in fact, personal. And of course, next, we took measures as needed. Around the middle of the year, we zoomed in on people's mental health, because everybody, and that probably holds true for you as well, everybody can sustain this for a few weeks or months, but it quickly became clear that this was going to last longer. And then you have to get to work with people and talk with not only about their work, but how they feel about life. And I'm proud to tell you that our employee satisfaction has reached the highest level ever. And in advance -- before this happened, we didn't expect that, but in our business, that's crucial. Now organic growth from the nadir in April, we were down 30%. Each week, we have seen improvement until what we presented in Q4. In January and February, we're back at pre-COVID levels. So that's a nice recovery. And I'm going to explain to you how we did that. Well, we earned quite a bit of money, nearly EUR 700 million EBITA, that's 3.3% of our revenue. Strong free cash flow. Henry will explain what that's about. And we often said if our revenue declines, we don't need as much working capital as we demonstrated this year, and you'll hear more about that in a moment. Diversified portfolio. Basically, you saw -- as you see, we're present in a lot of different countries. A country such as Japan did not have as much trouble with COVID as France did. And there are different types of business. We have a lot of IT business in North America, and a lot of people can work from home. So that sector wasn't too as hard either. In any case, in our professional section, with a lot of people working from home, and that wasn't as difficult as in many factories or airlines. Of course, the revenue at Schiphol Airport declined far more as for operational agility. We have a bet. We managed reduce our costs considerably. Henry will tell you about that. And we're optimistic about the year ahead. Of course, a lot remains uncertain. You can never predict the future, but we see a lot of opportunities, and we're already bringing in new people, because we envisage growth, especially because compared with 2020, it's easy to grow, and we want to use that opportunity. Next slide, please. Okay. Here you see the regions. This is the regional split. You see rest of world. You won't believe this, but we grew really quickly in Latin America as Japan, as I mentioned, they weren't as affected by COVID. And there's hardly anything below 0. You see the dip in Q2 that we're gradually approaching from mid-March, things started disintegrating, I would almost say. And you see the recovery in all regions. Europe declined the most, but you see that all curves are back in the right direction, and that is continuing, it's carrying over into 2021. This is 1 slide, but there are 3 stories here. Well, we've got time, so I'm going to walk you through this, because I'm quite proud of this, why not? At the left, you see our ratio to the top 3 globally. As you see in 2007, it starts. We were much smaller than the other 2 operators in those top 3. And then you see us climbing gradually until November 2018. All of a sudden, we were the biggest in the world. A difference of only EUR 6 million from Adecco in that quarter. By now, we're only EUR 1 billion larger than Adecco. And well, it's not about Adecco, but we are proud to rank first in the world. And that edge, thanks to organic growth, not from acquisitions, by growing faster, we're expanding that edge and will carry on. Okay. Yes, they've confirmed that, that's the plan. As for the quality as our revenue, that's also important. It's improved significantly in a great many sectors and in our sector, it's important to be the leader in your market, especially your local market. In the Netherlands, for example, we do more than the second operator. That's partly because our branches are larger. We're better known. Candidates find us more easily. And our job placement officers are more likely to get importance with clients, because they know that if Randstad is at the top, they'll do better. And as you can see, we've progressed from increasing revenue through leading positions in markets, and that carries over to Frits. He studied economics and scale public awareness and lots of investment in marketing and in the brand that matters a lot in our business, and it bears fruit. And we're going to continue that. It's not so important to be #1, globally, it's important to be #1 in either a certain country or in a sector, such as IT. And you see our main growth driver, at the right, that's in-house. So the first in-house branch was at [indiscernible], that was a shoe factory in Breda. And now we have over 2,000. And you can see that is constantly outperforming the market, especially now when you emerge from such a crisis. Now in Q4, we see that our in-house portfolio is growing in a country, such as the United States, for example, we opened over 100 new in-house branches, and we're very optimistic about that for the year ahead, too. Well, here, you see the differences specified according to market. I'm not going to elaborate at length, but you see the rest of the world that did not experience negative growth, the most difficult market Germany, especially automotive. In 2019, Germany was already a tough market, and France, which also declined significantly. And you see the Netherlands, third from left. At present, we're growing in the Netherlands. And the staffing market is already in high single-digit growth to 7% to 9%. So that looks good. Now why does it look good? We're always an early indicator. So it means that when we improve, that tends to be good news for the economy. And sometimes I tell my people, don't bother reading the newspaper, don't bother looking at the news or current events shows. We look at our own market, and we see lots of opportunities. At the right, you see the reason. In the beginning, I was comparing 2020 to the financial crisis in 2009 when we lost 26% of our revenue, and everything was flat. There was no money, there was no financing. 2020 was very different. Yes, there were sectors that were locked up, such as Schiphol Airport, all events, rock concerts, sports competitions. A lot of people were working from home. So catering companies and offices where we provide a lot of people, and that went flat down to 0 very quickly. But that wasn't the case everywhere. At the right, you see that there are a lot of sectors. Everything related to e-commerce, home shopping that was growing by leaps and bounds. Of course, not in physical. It was already growing a lot faster than physical shops, but COVID accelerated that. And in COVID, we helped a lot with testing and vaccinating. And we helped governments. For example, in the U.S., there were 15 million unemployed. And there's a very small unemployment exchange in the U.S., but they needed more people, and we helped them find more people. So you see where the growth is. Because we're data-driven, every job placement officer in Randstad can see where the market demand is. So people, who in the past might work in the airport, which visit e-commerce and supermarkets, so they would serve different sectors. They transitioned and that helped us grow there. And we also see a difference between the first and second wave. In the first wave, China was flat, and there were no deliveries from China. So many customers in May and June during the first wave could not manufacture. It wasn't because of COVID, they just didn't have their supplies. In the second wave, so September, October, November, they could. And that's how you saw that every quarter, we surprised the market with the figures that were better than expected. And then finally, in new ways, we said very quickly. This is an opportunity for us to be far more present in the market. And when that market recovers rapidly, we want to grab more than our fair share there. I'll show you more about that in a moment. Okay. Our strategy remains as is. And of course, it helped us. I told you about that already. We have not stopped investing. On the one hand, we reduced operating cost by EUR 350 million, but we continue to invest in Monster and other forms of support. So we haven't lost any time. And I think that was an excellent choice. Our ultimate objective by 2030, we want to affect the working lives of 500 million people and possibly support them. There was a question from that, that we'll get back to in a moment. Now what do we want to do? Our purpose? I've elaborated on that at length. And we want to contribute to lifetime employability. Back to the social debate. People feel very uncertain. What is work like in the future? Can they continue working for their employer? Progressively, employers no longer see it as their responsibility, and they are no longer able to provide somebody with work from day 1 until retirement. They do see it as the responsibility to train people, so that if the work stops -- if a certain type of work stops for the employer, they can do something else, but that's also people's only responsibility. Randstad aims to support people and to help companies so that people can see that they have a future on that job market and focus the retraining. Boost exemplifies this. And we're on track with that. And we'll be talking to you a lot more about that in the years ahead. But once again, 2020, anybody who lost a job at Randstad in April and May is back at work, but sometimes it's very different work. Okay. Now I'm sure you understand that we're a company accelerating growth, and we hope that 2021 will be a growth year. Next one, please? Okay, the #newways program. Basically, 2020 accelerated various things, as I mentioned, for our customers, for the candidates and for us. We gave our clients access to a lot of digital HR tools, and we offer coaching and reskilling to our candidates. Anybody can approach us and do entirely different work than they did in the past. It's not easy. We approached 14,000 people in the Netherlands. And the first, less than 1,000 took us up on the offer. They're at home. They're receiving the emergency support for sustained employment and it's a difficult step for many people. Nonetheless, a lot of them won't need it in the future. This is not because of COVID, this is the future of the job market. But there will be a manpower shortage, and we have work for everybody. Now sustainability. As you know, Frits wrote in the early '80s in consecutive annual reports that a company has no reason to exist if it is not useful to society. So sustainability. What are we contributing based on our core competence is helping people find work. We're contributing to various sustainable goals. Here we are in the Dow Jones Sustainability Index, and alternating criteria every 3 years. They're part of our long-term incentive, and I'm very proud that this year, for the first time, we have over 50% female management, 51% of the management, not the lowest level, 1 level up through the top. 51% consists of women. And I already mentioned engagement. CO2 reduction. Of course, that's not as much of an issue for us than for other companies. We don't have smoke stacks, but we have 2 other targets, because there are 5 for every 3 years. And I'm sorry, we're not going to tell you about those. Those would serve the competition, as we say. But we have some specific questions, and we've posted the answer on the website. So I think that's self-evident. And if you have any follow-up questions for now or later, we'll be happy to discuss those with you. What matters is that ultimate goals. What about those 25 million people? What do you mean about affecting them, touching them? We want to make this an auditable process. That's new. Nobody has that yet. So we need to design that very specifically with our auditors. What is affecting or touching? If somebody visits 1 page on our website, that's not touching. A job is -- a training is, a job is. We're a conversation by chat. So we're going to track how many of those moments. There are somebody says 500 million. That's an awful lot, but 250 million people roughly approach Monster. I don't consider that touching, but that's a start. So we certainly think it's feasible, and we'll get back to you with more details. Now equity, diversity and inclusion. I mentioned earlier. Okay. We're proud of having 51% women managers. And on our websites, in our magnificent annual report, which we weren't allowed to participate for that award this year, otherwise, we probably would have won it again, but perhaps next year. We have some business programs addressing inclusive employment, such as unemployed young adults, people with disabilities. Please read it. We have over 100 such projects all over the world. It always excites me to review that. And I hope to visit them again soon when I travel to those countries. As for a diversion inclusion policy, that's also available for you to see. If you have any questions, please let us know. And finally, we've just introduced global equity, diversity and inclusion council, which following all of our initiatives, provides drive and focus under the aegis of my Board colleague, Mrs. Henderson. Thank you. Okay, Henry, over to you.
Henry Schirmer
executiveDefinitely, in all respects, with a unique year. We tried our best, not only to manage the short-term results and long-term financial health, but also to demonstrate our commitment to our customers, talents, employees and society at large. And I guess, as a result, we experienced the highest level of engagement across our onset team and our customers honor us. We parse their journey to recover from the impacts of the pandemic. So let me now dive into the full year results in a bit more detail. And as mentioned by Jacques, the company delivered resilient and competitive growth in 2020 with overall very strong operational performance and good cash conversion. We benefited from our diversified geographical footprint with excellent performance coming from the U.S. and rest of the world and also our differentiated concepts, such as in-house and the deep market penetration in sectors like logistics, e-commerce, health care and government performed well. All are projected to enjoy attractive CAGRs going forward. Revenue in full year came in at minus 12%, and the growth momentum continued to improve further throughout the year. The recovery of volume and revenue is broad-based and more and more business units enjoyed positive growth until the end of 2020. And I'm especially pleased with the fact that we continue to achieve market share gains in significant parts of our portfolio, whilst respecting the need to drive pricing discipline. Gross margin in the period came in at 19.2%, down 80 basis points year-over-year. I will get back to this on the next page. And with regards to OpEx, we executed a balance cost management with operational expenses down 9% organically year-over-year, and our recovery ratio of 44% benefited from our ability to get talents back into jobs faster than expected. As you would expect from us, we continued investments in our digital journey. It will also stay the course going forward. As a result, our EBITA came in at EUR 692 million at a margin of 3.3%. On the next slide, integration one-off costs were EUR 113 million as we adjust our cost base to new market realities in some regions. Reported net income for the year amounted to EUR 304 million, and adjusted net income was EUR 470 million, 39% lower than previous year. Let me now take you to the next page, talk about gross margin in a bit more detail. Here we go. This is Page 19 in the presentation. So overall, we reported gross margin of 19.2%, 80 basis points below last year, which I just said, which is largely driven by mix effects. The 2 main mix changes experienced in 2020 were a faster-growing in-house business, which comes with a lower than average gross margins, but very good conversion to EBITA and a faster-declining perm business, a later cycle concept contributing to a lower reported gross margin. It's important to note that we experienced an overall stable pricing climate, and we continue our focus ensuring attractive conversion from our GM into EBITA. That brings me straight to the OpEx slide. It's on Page 20. So in 2020, underlying operational expenses amounted to EUR 3.278 billion, down 9% organically, and this reflects balanced cost management and support from government schemes related to COVID-19, partially offset by protecting employment and selective investments into our digital initiatives. As part of our cost management initiatives, we took quite some short-term measures in 2020, which will show up either in part or in full OpEx plan in 2021 and onwards. You can think of travel, employee bonuses, fleet costs and cost of accommodation, just to name a few. However, more than EUR 100 million of structural cost reductions have already been identified across all cost categories helping to support our top line recovery at attractive conversion ratios. We will continue to drive cost productivity and to utilize the power of One Randstad going forward. Our cost optimization program announced in November 2019 definitely helped us gain more clarity of what costs might not be crucial to win in the marketplace. And our journey to drive productivity continues and is part of our DNA. We always like to operate from a position of strength. And as mentioned in my introduction, we seek to stimulate the climate of entrepreneurship within the company where smart growth initiatives can and will be fully supported with appropriate investments. That brings me to free cash flow and the balance sheet, Page 21. So over the full year, we delivered a very strong record free cash flow of EUR 1.132 billion, up EUR 270 million compared to 2019. A combination of the countercyclical movement of working capital and the CICE receivable sold to third parties in quarter 3 more than substituted a lower EBITA generation. It goes without saying that the one-off elements impacting free cash flow in 2020 can't be taken into account for '21. Very tight credit control and debt collection helped our DSO to improve year-on-year, and through the COVID periods. As a result, we benefit from a very solid underlying free cash flow in 2020. And again, confirming the resilience of our free cash flow generation throughout the cycle. DSO, so day sales outstanding, shows no sign of weakness. However, we do expect it to increase slightly this year to accelerated growth in parts of the business with a higher DSO exposure. What started as a health crisis has developed into an economic challenge for many companies out there, and hence, we are very well served to keep a very close eye on credit risk, debt collection and risk management in general. In that regard, we continue to deploy additional resources to keep that risk in check. Let's now zoom in on the strength of balance sheet on the right side. Starting with our leverage ratio, it stands at a negative 0.4x end of quarter 4, pre-IFRS 16, so a clear net cash position, though also supported by the monetization of CICE. Our solid and healthy balance sheet position directly leads to the question of capital allocation and capital returns. And that, I will take you through on the next page, when we talk about the dividend proposal. So our capital allocation policy consists of 2 elements. The first one is our regular cash dividend based on 40% to 50% payout of adjusted earnings or a dividend floor of EUR 1.62 per share and the second element is an optional additional cash return to shareholders if our leverage ratio comes in below 1 at the end of the year. As we have ended the challenging year 2020 with a strong competitive performance, we feel confident the time is right to reinstall dividend payments. We propose our shareholders a cash dividend of EUR 3.24 per ordinary share for 2020, totaling around EUR 600 million of dividend payments. This consists of a regular floor dividend of EUR 1.62 per ordinary share, representing a payout of 63% of the basic underlying earnings per share. And in addition, we proposed a special cash dividend also of EUR 1.62 per ordinary share. The proposal to pay a special dividend over the year 2020 should be seen in connection with Randstad's decision to withdraw its 2019 dividend proposal in March 2020 in order to focus on capital preservation, as a precautionary measure to ensure the company's resilience and stability during the COVID-19 crisis. And with our dividend proposal, we reiterate the importance for Randstad to be seen as reliable, responsible, long-term oriented company, which seeks to simultaneously support all stakeholders. And in that context, we'd like to thank all our stakeholders for their unwavering support throughout the last year. With that, I believe we go to the Q&A, right?
Wout Dekker
executive[Interpreted] Thank you, Henry and Jacques. Prior to this AGM, we had a meeting of the Supervisory Board, and we sang a song for Henry, not only because he's a good presentation, but also because it's his birthday today. But we also promised at the same time not to sing for him again. So after this extensive introduction, I'd like to address item 2a, which is the report of the Executive Board and the Supervisory Board for the financial year 2020. These are Pages 21 up to 242 of the annual report. Are there any questions?
Jelle Miedema
executiveA question off mic. Chairman, we have a question from a shareholder over the phone. [indiscernible] of the VBDO for a question.
Unknown Attendee
attendeeMy name is [indiscernible]. I represent the VBDO. First of all, congratulations on recovering during the year and keeping your employees and keeping employees at work at your clients. Outstanding performance. I would like to come back to 1 question in relation to the question that VBDO has on human rights. We think that providing transparency and information around risks related to human rights is relevant not only for the shareholders but for your wider stakeholder environment, and we would like to, yes, repeat and insist on our question, if Randstad is willing to commit that in your 2021 annual report, you will provide information on human rights related matters that you identify at -- potentially identify at your clients and specifically in high risk sectors. So we very much like to know if you can make that commitment to the report of 2021?
Jacques Broek
executiveYes. Yes, I think we do a lot. It is probably important that in many markets, we stay away from businesses where we think human rights are to be violated, left or right. Nevertheless, of course, we have many reportings in place regarding accidents at work. I think an excellent example of how we look at human rights is, as I mentioned earlier, our safely back to work initiatives. So yes, I can say we're going to report as much as we can on how we look at human rights, but at the same time, we do upfront, stay away from any risky areas and therefore, try to limit the risk as much as possible. So again, we'll create as much transparency as we can on this topic, but I think we already covered quite a lot.
Unknown Attendee
attendeeThank you for your response. I did hear you say we will report as much as we can. So, I'll take that one.
Jacques Broek
executiveYes, sure. No, of course, you can. Yes. Maybe a word on that. What you sometimes see is that there are industries in which we worked a lot. And then over time, we worked a lot less in it. So you've seen this year, a lot of things around working in the meat industry, that sort of thing. When I still ran businesses 20 years ago in the Netherlands, we were way more in that industry. So we -- when we go out of an industry, we do think we need to have a discussion together with clients on safety, health and that sort of thing. So yes, that, again, is a bit of an illustration on proactively staying away after intense discussions, of course, because I always like to continue to work with as many clients as possible, but within limits.
Wout Dekker
executive[Interpreted] Are there any other questions?
Jelle Miedema
executiveYes, there's another question from a shareholder on the phone. Operator, we're giving the floor back to you for the question.
Operator
operatorYour next question comes from the line of [indiscernible] from VEB.
Unknown Attendee
attendee[Interpreted] Yes. [indiscernible] from the VEB. I hope you can hear me. First of all, my compliments that Randstad weathered the crisis so well. It's wonderful to see these good numbers. I'm very pleased with that. And we're also very pleased with the answers provided by Randstad with respect to the 10 questions submitted by VEB. I do have another question. It has been -- we have decided that we have a great deal of faith in Randstad and -- but we do see beyond the next 3 years, in the longer term, we see major challenges, particularly when it relates to Randstad operations. And I'd like to highlight, first of all, there is a shift from placing relatively large numbers of low-skilled workers that used to be factories and now we see a shift to highly skilled professionals. My question is whether Randstad is ready for that? And the second question has to do with the current cost structure. Many offices have quite a large number of employees. Can shareholders really trust that in 5 years' time, your strategy is really, really ready and prepared for the next 5 years?
Jacques Broek
executive[Interpreted] Thank you for that question. I see it as a duty for me as a CEO to not only trust the future for the next 5 years, but beyond that as well, the next 60 years. So to answer your question, let me just set you straight on one thing. The implications of digital technology is not that people at the bottom of the labor market will lose their jobs. If we look at what artificial intelligence simply cannot do. Well, that is the human skills, motor skills, such as working with your hands, picking orders, et cetera. But also the human aspects, such as emotion, improvisation, situational things, looking, assessing things and things such as personal sales, service, machine simply cannot replace humans in that respect. And the threatened jobs are much more in the white-collar jobs. So those are white-collar jobs, repetitive jobs. That's where jobs will be disappearing. But the good news is that we also need people, there are not enough people. We see 3 types of jobs we see an enormous demand. The first one won't surprise you. That is what we call the new frontier jobs, high-tech jobs. There's enormous scarcity here. And what we see here is immigration. It's a hot topic. But I myself feel that in the Netherlands and in Europe, we are not really reflecting in a structured way about immigration. There is no proactive immigration strategy. I don't know whether you saw the debate between Sigrid Kaag and Mr. Wilders. Sigrid Kaag of Democrats 66 pointed out that immigration is necessary, but it has to be within certain boundaries, certain conditions. And then retraining. I gave you the example of Boost. We can bring people from A to B. We are happy to work with governments and on the basis of all our data, we would like to clarify where the supply is, where the demand is and how we can bring people from demand to supply. So we see many, many opportunities here. And at the same time, you referred to the process. Our process really underwent a major change. You see our branch offices, but there are a lot of changes here. We have 3,000 HR startups that we realized. We invested in many of them. So we can offer outplacement. We have platforms in which you can find a job, look for a job, no touch. But I mean it doesn't proceed that quickly. It's got nothing to do with us, this digitization and losing the human touch. I mean it's not proceeding that quickly. We still see that there's a human point in time in the ultimate chain between finding a job and finding a candidate. Why? Because you change jobs and you're not appreciating your job on the basis of hard criteria. It's got to do with, do I like the culture? Is this a job for me? How about my colleagues? And that's why you have this human touch. At the same time, you have a lot of technology. In our U.S. business over the past 6 months, we had 1 million interviews with our candidate database automated, but with chatbots, to engage with people, find out whether they're happy in their job, whether they want other possibilities, what they expect from Randstad, and that is a development. And at the same time, our cost structure, that's an interesting question. We serve some clients at a cost level that is 6x as efficient than other clients. Why? Because clients want that. Sometimes clients want us to service a sort of as a consultant, Sander van 't Noordende. He's from Accenture. And we meet them from time to time. This is the consultancy atmosphere. At the same time, we have clients in logistics where 1 intermediate has 60 people in jobs. So we just move with the flow. And it's our profession, but one day, I don't think I'll still be there. If everything becomes digital, fine. We'll still be a market leader. We will have gone with the flow. So please don't worry, Randstad has a fantastic future. And we're working really, really hard at that. And that is why we never stopped investing in technology in 2020.
Wout Dekker
executive[Interpreted] Thank you, Jacques. Jelle, are there any other questions?
Jelle Miedema
executive[Interpreted] No, there are no further questions.
Wout Dekker
executive[Interpreted] Since there are no further questions, I propose we move to agenda Item 2b, which is the remuneration report for the financial year 2020. You will find the remuneration report in the annual report on Pages 122 to 136. And now I'd like to give the floor to Annet Aris to briefly explain. And Annet is the Chair of the Remuneration Committee.
Antoinette Aris
executiveGood afternoon. I hope everyone can hear me. First of all, I want to thank you for the opportunity to elaborate on the activities of the Supervisory Board's Remuneration Committee of the last year. I will keep it short, as my main points have already been outlined in my letter to the shareholders in the remuneration. As you can imagine, the COVID-19 also left its mark on our recent remuneration dialogues. The Supervisory Board is of the opinion that the Executive Board showed a clear leadership over the last year, both on the business performance side, but also with regard to the impact of Randstad on its stakeholders, be it, employees, candidates, customers or society. This is evidenced by their swift adoption of additional digital ways of working by their efforts to keep our temporary workforce on board, by their public initiatives to reskill the workforce in society and by the attention they pay to the well-being of the employees. So taking this into account and looking back at the 2020 remuneration, I would like to make a few points. First of all, as you might have read, the bonus of 2020 was forfeited at the own request by the Executive Board. This gesture was very much appreciated by the Supervisory Board. So there is very little to explain on this front, other than that a portion of the bonus would have been achieved based on the target realization when -- had it not been forfeited. Also, this was the first year that mentioned shares related to the bonus of 2017 were allocated to the Executive Board members. We granted these shares based on the overall sustainable performance over the past 3 years. The long term incentives, the PSP 2018 vested this year at 151%. This was due partly to a very strong competitive performance in terms of total shareholder return. But importantly, also because many very important strategic local financial goals directed also at stakeholders were achieved. Looking forward at the 2021 remuneration. We, as a Supervisory Board, decided on a big salary increase of 2.4%. This is in line with the average increase of Randstad employees overall. The target bonus -- the targets in the bonus 2021 and the PSP 2021 were derived from strategic target framework, and they were focused financially on outgrowing the market profitably and a strong cash flow. And with regard to the nonfinancial areas, we looked at areas like employee engagement, societal impact in the world of work, progress of the digital transformation and development of our portfolio. The [indiscernible] also looked at our remuneration policy. It was put up for vote last year, but we promised that we would have another look at it this year to see whether changes were needed. We found that the fundamental revision was not needed. However, there was some fine-tuning. First of all, we have introduced shareholding guidelines for the Executive Board. Secondly, we decided to reduce the notification period for newly appointed Executive Board members from 12 to 6 months. And finally, we propose to change the number of nonfinancial KPIs for the LTI from 5 to 3 to 5, keeping the wage equal. And so we have more flexibility based on our strategic priorities. And next to the application of the remuneration policy, a change to the remuneration policy. We have also focused on intensifying the stakeholder consultation. This included talks with each individual member of the Executive Board, talks with shareholder representatives and also talks with European Works Council. So overall, looking back on the Remuneration Committee activities in 2020, I believe we as Randstad were successful in striking a right balance between a fair remuneration in unprecedented time and were also able to future-proof our remuneration policy itself. Thank you very much.
Wout Dekker
executive[Interpreted] Thank you, Annet. Are there any questions? Jelle?
Jelle Miedema
executive[Interpreted] No. No, we haven't received any questions for this topic, but we do have a question from Mr. Stevense of the Foundation Legal Protection of Investors. And we're projecting that on the screen.
Wout Dekker
executive[Interpreted] Right. Okay. I suggest that we turn to Mr. Stevense's questions later on. But let's first focus on remuneration. Ms. Aris, are there any questions about that? No. Okay. And then Mr. Stevense's question. What have you learned from the circumstances in 2020 that you otherwise would not have learned if COVID-19 had never happened? In other words, what is the upside? Interesting question. Of course, if something doesn't take place, obviously, you never know, but we have learned a number of lessons. Jacques?
Jacques Broek
executiveGood news. That way, Mr. Stevense, it's as if you are here. We learned a lot. As you know, I've been around for quite a while, 33 years. The first months, perhaps I learned a lot when I just started here. But just imagine, you just -- in one go from 1 week to the next, all of a sudden, I was sitting at my desk and thinking now what? 2019, I had 70 return flights. And 2020, just 1 return flight. So on that day, somewhere late March, the question arose what are we going to do? And so what have we done that? More or less outlined it. Immediately, we started working with regional hangouts or regional calls to Asia Pacific. That's where it started. We could learn a lot and then Europe. And then it sort of moved around the world in a couple of weeks. And everybody was worried. So what we were organizing apart from these 3 things, and we had these digital coffee sessions. The top 50, 60 of our company had individual talks with them every week, how you're doing. So what do you think? What are the possibilities? And we shared all sorts of things, like what we were doing with clients. This is how we developed a website with clients, the 'safely back to work,' #newways. That's how that came about. I think that we succeeded, in fact. 2 months or 2.5 months after the start of COVID, we started generating a sort of optimistic view in the company. This is where we're heading and with #newways making sure that with our digital tools, we were able to meet with our clients much more often than in the past. The average intermediary will be undertaking 2.5x as many efforts -- commercial efforts with clients than in the past. So I think it's good to highlight that this year, we're going to focus on growth. So in fact, we're going to hire more people than perhaps we would ordinarily do. So the upshot -- well, perhaps our returns will be somewhat lower than what would otherwise be possible. But we're an important player in the market. What do we do? When we -- when an intermediary comes to the business, we wait until productivity is up to a certain level, and then we have another intermediary join him or her. But now we want to do that earlier on because we expect that in the second half of the year, once everybody's been vaccinated, there'll be enormous growth. We are a big company, but we still try to manage the company as if it were a small company with short lines, and that's what we learned this year as well. Ordinarily, you'd have 2 meetings for the 200 senior people and 1 virtual meeting for the top 500. This year, we did it -- all this past year, we did it 6 times. And we're keeping that up because people want to know how we're doing. We want to feel the energy. We want to share ideas, and that's what we learned. And then I always talk to Pieter Elbers, the CEO of KLM. I always say, how much am I going to be flying in the future? And he says, you'll be back in the airplane soon enough. But it's great, because we've really got in touch with each other. That's what we learned. So in that respect, I personally, but also as a team, we look back with a great deal of satisfaction on the learnings of 2020. Thank you.
Wout Dekker
executive[Interpreted] Thank you for the question, Mr. Stevense. Perhaps it's good to emerge from the crisis year with real character. What I saw was really great is that everybody contributed to Randstad immediately. And some things were fairly simple at that point, because everybody was immediately ready to do good things. And the first Q1 close at the end of March, that was the fastest close we ever did. It was entirely virtual. Everybody was working from home. So you see that the new ways of working set in. It was a really nice experience. Okay. Because this was a question relating to 2a and we were at 2b, the remuneration piece, and there are some voting instructions as Jelle Miedema already stated. I proposed because Mr. Stevense asked a second question that relates to 2a, I propose we take that now. And then we go back to the agenda to vote on 2b. Jacques and Henry? Mr. Stevense's question. We think the EBIT margin is fairly low. To what extent does that influence your strategy of taking on new commissions? And how does this influence outsourcing to subcontractors? I think that's a question for Jacques.
Jacques Broek
executive[Interpreted] Well, this sounds like a question to a construction firm, because we don't subcontract to subcontractors. We don't outsource to subcontractors. Well, you think our margin is low. I'm quite proud of it. I'm very satisfied. You should see it in the context of the entire year. Q2, we were at minus 30%. What did we have then? 0.5%, but Q3 and Q4 reflects rising returns to the -- reflecting the old amount. So we're quite happy, and we can even pay a dividend from that. So I don't really agree with you on that. This year, of course, we'll make more money if we start growing. Of course, growth is important. And I told the VBDO, we've been building this company for 60 years, not to optimize profits in a single year. So taking on commissions. That's a good question. We don't accept every commission. A few weeks ago, a customer told me, well, a bad news, "You're the most expensive bid." And I said I can explain why. We don't compete on price. We're not purchasing business. We grow where we think there's quality, and it's worthwhile. Nonetheless, you can see this year, our gross margin was down, but that's because we're still growing quickly in-house. And in-house has a lower gross margin, but does carry over to EBITA. So that certainly won't undermine our returns. And we don't really outsource, but some customers will team up with another partner if that's what the customer wants. But 95% of the orders we receive from clients, we do ourselves.
Wout Dekker
executiveOkay, Jacques, back to agenda Item 2b, the remuneration report for the 2020 financial year. No questions about that. As stated at the beginning of the meeting, the advisory vote is to approve this report for 2020. And the subsequent voting items throughout the meeting will remain open throughout the meeting. As Jelle explained in the introduction, the exact text of the votes appears in the agenda with the explanatory notes. After addressing agenda Item 7, the vote will close. Jelle Miedema will then announce the voting results after any other business. Now on to Item 2c, proposal to adopt the financial statements for the 2020 financial year. You'll see this on pages 143 through 213 of the annual report. And we've elaborated on this in detail. First, I'll give the floor to the Chair of the Audit Committee, Frank Dorjee, to say a bit about the Audit Committee activities in 2020 and working with the external auditor. And then I'll give the floor to Bas Savert to speak on behalf of Deloitte. Frank?
Frank Dorjee
executive[Interpreted] Thank you. As Chair of the Audit Committee, I'm reflecting on an exceptional year in which Randstad faced the consequences of the outbreak of COVID-19. The Audit Committee focused on the consequences it had for the result of free cash flow and the development of net debt and related topics such as dividend policy, financing and risk management. The Audit committee discussed various scenarios relating to the above topics throughout the year. In 2020, Randstad obtained an EBITA of EUR 692 million with EUR 1.1 billion of free cash flow adjusted for the CICE grant. The free cash flow for 2020 was EUR 751 million. The Randstad business model is flexible, resilient and strong. Most Audit Committee meetings took place prior to publishing the quarter figures. Prior to the Audit Committee, I had personal reparatory conversations with the CFO, the Directors of Global Control, Global Financial Reporting and Business Risk & Audit. In the Audit committee meetings, in addition to the CEO, CFO and external auditor, these directors are present as well. The Audit Committee meetings focused on the financial reports and the consequences of COVID-19, the draft press releases and the reports by the external auditor and by the Business Risk & Audit position. In addition, quite a few other topics were addressed such as a tax-related and legal topics, financing, taxes, review of the finance function, et cetera, and much time was invested in data protection, information security known as cybersecurity and IT in general. Since Randstad works with personal data, data protection and information security is extremely important for the firm. And in 2020, several programs continued to be rolled out throughout the firm. This also relates to the fact that the number of cyber-attacks is increasing and the cyber-attacks are becoming more sophisticated as well. The Audit Committee is closely involved and is monitoring the progress of these programs. In addition, the Audit Committee discussed the external auditors audit plan and the Business Risk & Audit function and approved them. As usual, additional improvements in internal audit and audit environment were addressed as well. Each quarter, the Audit Committee discusses not only the findings of the external auditor, but also the quarterly report of the Business Risk & Audit department. In 2020, the Business Risk & Audit department was enhanced through training and recruiting and IT audit specialists. From March 2020, the Business Risk & Audit function addressed the impact of COVID-19. And took action to improve and to make more stringent, the most relevant key controls for this crisis. And the local management was closely involved. In addition, the function was restricted to audits of the most relevant financial and operational processes that change during the pandemic. These include processes that adapted for working from home and the audits included there. The management letter of the external auditors of both Deloitte and BDO were discussed. The most important findings concerned the following observations. First, in connection with COVID-19, Deloitte and BDO selected some critical checks to test them. The maturity levels of the most important financial processes remain high. In addition, Randstad will continue to focus on the general IT audits and the tone at the top is good. The objective of Randstad is to continue improving internal control in the different country organizations each year and brings it to a higher level if possible. Since the start of the pandemic each quarter, the management of all companies have been drafting a risk register. And as usual, they conduct the semiannual audit self-assessment. The Business Risk & Audit function, in turn, independently checks the quality of control and the different operational companies and drafts a comparison between the internal audit outcomes and the management self-assessments. The results of this are discussed every 6 months with the Executive Board and the Audit Committee, and the risk appetite is discussed in the Executive Board and the Audit Committee, elaborating the annual improvement of the internal audit system and measures. As the Audit Committee, we elaborated on 3 specific aspects in 2020. First, valuation of goodwill in Q2, based on a triggering event, i.e., COVID, an impairment of EUR 86 million was taken. Second, the valuation of the position concerning deferred taxes. And third, fraud risks in a few fraud cases were discussed, but these are not material on Randstad. Now I'll hand you over to our external auditor, Mr. Savert of Deloitte.
Bas Savert
attendee[Interpreted] Thank you. Good afternoon. I'm Bas Savert. On behalf of Deloitte, I'm responsible for the audit of the financial statements. And I'm going to walk you briefly through our audit and how it progressed, and I'll do that based on the visual, you probably already know at the -- we issued an unqualified opinion on 8th February for the financial statements, and this appears in the annual report from Page 214. Please be referred to our unqualified audit opening for an explanation about the responsibilities for the financial statements and other information included in the annual report, such as the annual report, remuneration report and other data during the year, as just explained by Frank Dorjee. We were in touch with the Audit Committee several times to discuss the audit plan, the management letter and our year-end report, and we were also in regular contact about COVID-19. 2020 was certainly impacted both the effects on the firm and the audit had been carefully monitored by us throughout the year. More than ever, we worked by remote both ourselves and our foreign colleagues did this and in coordinating with these colleagues and carrying out assessments of files for these teams, we used digital resources. Our approach, as explained in the statement, materiality was reduced in connection with COVID-19 and the materiality, which was EUR 40 million, that was EUR 10 million lower than the year before. Our scoping resulted in an 83% coverage of the revenue and 77% of the total assets. So that's the cover that's achieved through the audit. The unaudited sections are subject to analytical duties by the group to assess trends. The most important risks and areas of attention as explained this year included the goodwill, as Mr. Dorjee explained. And this year, we took into account, because of COVID, it's harder to make future assessments. And in Q2, we also looked at the impairment loss in the English segment. Second point of consideration concerned government programs relating to COVID-19, such as the emergency bridging measures for sustained employment in the Netherlands. These programs and their conditions differ considerably between countries, and together with local teams, we assessed the application, including the related positions in the financial statements and the explanations in the annual report. In addition, we paid special attention to the cyber-attack reported in Q4. We took note of the investigations conducted by the firm together with their specialists, and we also assigned cyber specialist and IT specialists as well as forensic specialists to assess the effects for the firm. Furthermore, in addition to the state of cyber incident, we examined other risks, both related to cyber and related to fraud and noncompliance. That's a standard component of our audit. And we also used specialists for that, including a forensic specialist. Now wrapping up. For the first time this year, a separate audit report has been included for the tax, that's the tax contribution report, which appears from Page 222. This is an assignment with a limited scope. It's not the same as in audit but it is new with respect to previous years. For additional details, please see the explanatory notes that management included in the annual financial statements and see our complete reports in the annual report. And that wraps up this explanation. Thank you for listening.
Wout Dekker
executive[Interpreted] Thank you, Frank. Are there additional questions about the financial statements or the audit statement, you'll find those Page 214 to 224?
Jelle Miedema
executive[Interpreted] No questions. Not even on the screen.
Wout Dekker
executive[Interpreted] Okay. That takes to agenda Item 2d; the explanation of the reservation and dividend policy. Henry Schirmer has already explained this topic. Are there any questions about that? No. No Jelle? And not on screen either. That takes us to agenda item 2e; the proposal to adopt a regular dividend for the 2020 financial year. It is proposed that the regular dividend be paid for the 2020 financial year of EUR 1.62 per ordinary share, which corresponds with a distribution rate of 63% of the underlying earnings per share. The dividend payment on B and C preference shares equals a total of EUR 8.2 million. Are there any questions about this, Jelle?
Jelle Miedema
executive[Interpreted] Not about this and not on screen either.
Wout Dekker
executive[Interpreted] That takes us to agenda item 2f; the proposal to adopt a special dividend for the 2020 financial year. It is proposed that a special dividend be paid for the 2020 financial year, equaling EUR 1.62 per ordinary share. This decision should be considered in the context of Randstad's decision to withdraw the dividend proposal for 2019 in March 2020, which was a measure relating to capital. Management was one of the main priorities in 2020 to ensure that we would emerge from the crisis in a resilient and stable manner. Are there any questions about this, Jelle?
Jelle Miedema
executive[Interpreted] No.
Wout Dekker
executive[Interpreted] Then I request that you vote on the agenda items at 2 if you have not already done so. In the meantime, that takes us to agenda item 3a, which is the discharge from liability for the members of the Executive Board for their management. I propose the following discharge resolution. The general meeting of shareholders grants the members of the Executive Board discharge for the management during the 2020 financial year to the extent this is clear from the financial statements, the annual report and other documents presented to the general meeting and the presentations delivered at this meeting. Are there any questions about this?
Jelle Miedema
executive[Interpreted] No.
Wout Dekker
executive[Interpreted] That takes us to agenda item 3b; granting discharge to the members of the Supervisory Board for their supervision of the management. I propose the following discharge resolution. The general meeting of shareholders grants discharge to the members of the Supervisory Board for the supervision of the management during the 2020 financial year to the extent this is clear from the financial statements, the annual report and the other documents presented to the general meeting and the presentations delivered at this meeting. Are there any questions about this?
Jelle Miedema
executive[Interpreted] No.
Wout Dekker
executive[Interpreted] Please vote on agenda items 3a and 3b, if you have not already done so. That takes us to agenda item 4; the proposal to amend the remuneration policy for the Executive Board. The present remuneration policy was approved by you last year. Now we are proposing some amendments, which Annet Aris has already explained. Are there any questions?
Jelle Miedema
executive[Interpreted] No.
Wout Dekker
executiveMay I ask you to vote on the proposal to amend the remuneration policy for the Executive Board. Then before we discuss agenda item 5, I would like to say a bit about Jaap Winter stepping down as member of the Supervisory Board because his third term has lapsed. You know the well-known formula of 4 plus 4 plus 2. So that was his 2-year term. Jaap Winter was the member of the Executive Board. No, he was the -- he had been nominated by Randstad Beheer, the private firm of our founder and main shareholder, Frits Goldschmeding. Jaap Winter was Deputy Chairman of the Supervisory Board for 10 years. He was also a member of the Audit Committee and a member of the Strategy Committee, later succeeded by the Governance and Nominations Committee. I would like to address a few additional words to Jaap. Frits Goldschmeding founded this fine company 60 years ago, as Jacques has mentioned a few times now. And Frits was CEO until 1998. After that, Frits served on the Supervisory Board for 12 years, and Jaap was the first person to succeed Frits as a Supervisory Board member for this company. That's not only a very important position, it's also unique to succeed Frits, who is the founder of this company. Jaap, you did this your own way. And in the Supervisory Board, we just bid you farewell. You were unique and always called the attention to the human and the human touch. You often spoke about purpose of Randstad, and we know you as somebody who is an opinion maker and a thought leader and considers the duty of care for managers. And on the one hand, you're very explicit, but you combine this with being a magnificent team player. And the entire Supervisory Board thanks you for this. As a successor, we're delighted to present Sander van 't Noordende. He is also nominated by Randstad Beheer. You will read the explanatory notes at agenda item 5, where you will also find his CV. Sander van 't Noordende has an extended track record in business services, especially at Accenture. The Supervisory Board proposed appointing him to a first term of 4 years. Sander van 't Noordende is attending this meeting online. Sander, would you please introduce yourself?
Alexander van't Noordende
executive[Interpreted] Yes. Of course. Thank you, Wout, for that introduction. For the shareholders present, my background is business expert engineer in Eindhoven, and I've worked for decades at Accenture. And as most of you know, Accenture is an important international business service provider. I've been in charge of the global management team at Accenture in the past few years. And during this period, Accenture was transformed several times, and the market cap grew from $20 billion to $120 billion. And my last role was Chief Executive of the Products Operating Group, which addresses all consumer groups, retail, life science and industrial. And in the past 10 years, I lived in the United States, and I still live there to this day with my wife. When I received a phone call asking me whether I would be interested in serving on the Randstad's Supervisory Board, of course, I was immediately interested, because, of course, Randstad is an icon in Dutch corporate industry. But Randstad is also about talent and how best to develop and use that talent. And that is exactly what we did at Accenture. And I'm firmly convinced that no matter what happens in technology and the economy, there will always be a need for talent, and that will offer major opportunities for parties, such as Randstad. Another thing that appeals to me about Randstad is that Randstad is a global service provider that international aspect that really appeals to me and aligns with my experience. And finally, it's particularly honored to be nominated by Randstad Beheer as the main shareholder in Frits Goldschmeding and one of the biggest entrepreneurs in the Netherlands. So that adds a special touch in my view. Of course, we didn't act hastily. We had a good mutual due diligence experience. And as part of this, I initially got to know the management of Randstad Beheer, Mr. and Mrs. Goldschmeding and the plenary Executive Board, and of course, Jacques van den Broek, the CEO. My observations were as follows: one, Randstad is a well-run company; two, the top of Randstad always wants to do just a bit better this year than last year. All of this in a good and constructive environment. As I said, there's always a demand for talent. And there are definitely growth opportunities in this market for Randstad. And I believe that the tech and touch strategy that Randstad has launched aligns nicely with this. I have now seen quite a few meetings of the Supervisory Board and the Audit Committee, I observed them, and I've spoken to a lot of people within Randstad and my impressions have been confirmed during those initial conversations. You may wonder this all sounds very good, but what will Sander contribute to Randstad? That matters too. I believe that my contribution will be in 3 fields: one, service provision and how to be a good global service provider profitably. Two, digital which was an important part of Accenture's services to all customers, most of them large international Fortune 500 companies, and what type of transformation does this involve, how can you work better with your customers and other stakeholders using technology as available nowadays. And finally, I would like to say diversity and inclusion. That's a field where Accenture is a worldwide leader. And I was a member of the global diversion -- the global diversity and inclusion program at Accenture. And I focused mainly on protecting the interest of the LGBT community at Accenture and in international corporate industry. To wrap up, I'm extremely enthusiastic about this opportunity. Randstad is a magnificent company, and I believe it has a wonderful future ahead, and there are good opportunities, and I would be delighted to go for the main shareholder and all shareholders, of course.
Wout Dekker
executive[Interpreted] Thank you, Sander. And many questions were asked in advance and he covered them in this introduction. Are there any additional questions, Jelle?
Jelle Miedema
executive[Interpreted] No.
Wout Dekker
executive[Interpreted] Okay. Would you like to vote about the appointment of Sander van 't Noordende, please. That takes to agenda item 6. And this concerns 3 proposals. 6a, the proposal to designate the Executive Board as the authorized corporate body to issue shares and to restrict or exclude the preemptive right to any issue of Shares; b, proposal to authorize the Executive Board to repurchase shares; and c, proposal to cancel repurchased shares. You can read the explanatory notes in the agenda to the meeting. Are there any questions about one of these 3 proposals?
Jelle Miedema
executive[Interpreted] No.
Wout Dekker
executive[Interpreted] That takes us to agenda item 7. Proposal to reappoint Deloitte Accountants BV as the external auditor for the 2020 financial year. Pursuant to Dutch law, the general meeting of shareholders, charges and external auditor with the task of auditing the financial statements. We propose tasking Deloitte with auditing the financial statements for the coming financial year 2022. Are there any questions?
Jelle Miedema
executive[Interpreted] No.
Wout Dekker
executive[Interpreted] Then I now request that you cast your final votes on agenda items 6 and 7. [Voting]
Wout Dekker
executive[Interpreted] Before we move on to the next agenda item, I am closing the vote. Jelle Miedema will disclose the voting results after any other business. That takes us to agenda item A -- excuse me, agenda item 8. Any other business? Are there any questions for any other business? Jelle?
Jelle Miedema
executive[Interpreted] No.
Wout Dekker
executive[Interpreted] That was agenda item 8. Then you have the floor for the voting results.
Jelle Miedema
executive[Interpreted] But I don't have them yet. In the meantime, I can tell you that holders of 228,432,838 shares carrying voting rights are represented at this meeting, some by proxy. Of them, 25.2 million preference shares B and 50,130,352 preference shares C. They can cast a total of 162,302,486 votes, which is 84.03% of the total votes possible, 3.6 million on preference B shares and 5.6 million on preference C shares. We are still waiting for the results.
Wout Dekker
executive[Interpreted] I see people pointing fingers. So that may mean, Jelle, that you're getting the results.
Jelle Miedema
executive[Interpreted] Yes. We also received a question, but we'll deal with that after the vote. First, 2b, 92.89%. The remuneration report for the financial year 2020 was approved. 2c, the proposal to adopt the financial statements 2020 was carried with 100%. The agenda item 2e, so the proposal to determine the regular dividend for the financial year 2020, 98.04%. That was the approval rate. 2f, proposal to determine special dividend for the financial year 2020, 98.48%. That is the percentage with which it was carried. Agenda item 3a, 99.72%. You granted discharge of liability to members of the Executive Board for their management; 3b, 96.29%. With that, you've granted discharge of liability of members of the Supervisory Board for the supervision of the management. Agenda item 4, 93.05%, the proposal to amend the remuneration policy of the Executive Board was carried. Agenda item 5 with 99.63%. Sander van 't Noordende was appointed as member of the Supervisory Board. Agenda item 6a, 93.61%, the Executive Board was designated as the authorized corporate body to issue shares and to restrict or exclude the preemptive right to any issue of shares. Agenda item 6b, 99.93%, the Executive Board has been authorized to repurchase shares. 6c, the proposal to cancel repurchased shares has been approved. And agenda item 7, Deloitte has been reappointed as external auditor for the financial year 2022. And then if you allow us, we would like to answer a question that has been posted on the screen. Yes, I shall read it out, says Mr. Dekker. Because of new technology, I assume that we can cover this under any other business. In fact, there are 3 questions by Mr. Stevense. I'm going to read all 3 of them out and then I'll give you the floor, Jacques, and I'll be closing the meeting. The alliance with Adecco and Manpower. How future-proof is this alliance? And what is the upside of it? Together worldwide, you have 15% market share. Well, why don't you answer that one first, separately, Jacques?
Jacques Broek
executive[Interpreted] There's a minor misunderstanding, Mr. Stevense, there. You see, from time to time, we pool forces, Adecco, Manpower, Randstad, particularly in terms of lobbying. Sometimes we go to Brussels. I think shortly we'll be traveling to Brussels in order to engage with the European community. Well, what do we call it? The portfolio holders, the responsible people to talk about -- to talk to them about the post-COVID situation. How can people get back to work as soon as possible. That's an alliance. It's not that we operate in the market together, and I don't think that would be allowed by the regulators. So really talking, I didn't tell you this, but we transferred this to the World Employment Confederation. And actually, with this idea of safely back to work project, they elaborated on that. And what they do, what they're going to do this year is report how people, these 58 million people, how they've been working, lost jobs or not, and how we, as a sector, took care of these people. And that needs to contribute to this debate that we're having with respect to work that is poorly regulated and well regulated. So we're not just going to conquer this enormous market share, the 3 of us. Of course, we're always going to try to get more market share as Randstad, but that's really the background. I'm really looking forward to question #3, but let's go to question 2. This is a question for the auditor, Bas Savert. Did the auditor experience any restrictions in carrying out the audit as a consequence of travel restrictions?
Wout Dekker
executive[Interpreted] The -- well, basically, we weren't able to travel, but we solve that by making use of technology. We have a specific tool with which we can look into the files of our colleagues, remotely, and we also used videoconferencing. So it wasn't an issue, really. There were some limitations. And question #3 is a complement because Mr. Davidson himself has some experience with Tempo-Team and is very happy with that. This brings me to Item 9. Thank you. I see that all the decisions have been taken. So under, congratulations on your appointment. I hereby close the meeting, and I would like to thank you for participating and contributing to the meeting. See you next year. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]
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