Randstad N.V. (RAND) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. I'm Wout Dekker. I'm the Chair of the Supervisory Board. I'm pleased to open this Extraordinary General Meeting of Shareholders, which has been convened to appoint Sander van 't Noordende as a member of the Executive Board. I'm pleased to welcome those of you attending the meeting online. This meeting is formally taking place at the head office of Randstad here in Diemen, and present on behalf of the Executive Board here are Jacques van den Broek, CEO; and on behalf of the Supervisory Board, in addition to myself, Annet Aris, Chairperson of the Remuneration Committee. Due to the COVID virus, we have encouraged shareholders to listen to this meeting via the website and to submit any questions they might have in advance by e-mail and to share their voting instructions with an independent third party or to participate in this meeting online and to cast their votes. This procedure for participating also appears in the convening notice for this meeting that has been posted together with the agenda on the Randstad website. We also have our Corporate Secretary with us, Jelle Miedema, I designate him as secretary to this meeting, and he will elaborate briefly on some procedural matters. Jelle?

Good afternoon. Thank you, Wout. Welcome. You can attend this meeting in Dutch and in English, to this end, simultaneous interpretation is provided by interpreters. The presentation you see posted online is in English. This meeting was convened on 4 November this year, all meeting documents were posted on the Randstad website on that date. Shareholders may cast their votes virtually via the Internet site, www.abnamro.com/evoting, and they may ask questions via the chat feature and have received a log in to do so upon registering. And during this meeting, they can also ask live questions via the conference call. The calling data are listed on stated ABN AMRO site. Shareholders calling in on the conference call should take into account that there's about a 30-second delay with respect to the webcast via our website, given that brief delay, shareholders calling in via their phone to the conference call to ask a question should disable the audio feature under computer or laptop. Shareholders have also received the opportunity to issue voting instructions in advance or via the aforementioned ABN AMRO internet site or via IQ-EQ financial services. Prior to the meeting, shareholders have had the opportunity to ask questions and the association of stockholders, VEB, has used this opportunity. These questions and the answers have been posted on our website. According to the list of those present, the total number of registered shareholders present at the meeting is 2,768 and they represent a total of 229,772,645 shares entitled to vote with or without proxies, of which, 25.2 million preference B shares and 50,130,352 preference C shares and can cast a total 160,642,392 votes, which is 84.72% of the total number of votes that may be cast, of which, 3.6 million on preference B shares and 5.6 million on the preference C shares. Finally, the draft minutes of this meeting will be available within 3 months and will be posted on our website, and you'll have 3 months afterwards to respond to the draft minutes, after which the Chairperson and I will adopt them. Over to you again, Wout.

Thank you, Jelle. That takes us to agenda Item 2, the proposal to appoint Sander van 't Noordende, as member of the Executive Board, you can read the explanatory notes to this proposal in the agenda for this meeting. On 29 March 2022, Jacques van den Broek, after the end of the Annual General Meeting of Shareholders will step down as CEO and Chair of the Executive Board when his second term lapses. At that point, we will deal extensively with his farewell [indiscernible]. After a careful selection procedure, the Supervisory Board is proposing Sander van 't Noordende as a successor. We propose appointing Sander van 't Noordende as member of the Executive Board, now, to ensure a thorough transition by March 2022, and 29 March, Sander will take over from Jacques as CEO and Chairperson of the Executive Board. At present, Sander is a member of the Supervisory Board at the nomination of Randstad Beheer. And as you know, that's the private company of Frits Goldschmeding, our founder and leading shareholder. When Sander is appointed, if he is appointed as CEO -- as an officer, on 10 January upcoming, he will step down from the Supervisory Board. And on that same date, he will exceed to the Executive Board. During the general meeting of shareholders on 29 March 2022, we will appoint a successor to Sander at the nomination of Randstad Beheer. The detailed curricula of Sander appears in the agenda for this meeting. He has made a strong impression since he joined our Supervisory Board in early 2021. And he is contributing the right mix of experience and skills to Randstad. These are necessary for this crucial leadership role. The Supervisory Board proposes appointing Sander for a term of more than 4 years from January 2022 and ending after the end of the Annual General Meeting of Shareholders in 2026, following his appointment to take effect from 10 January 2022, the highlights of his employment contract will align with the remuneration policy for the Executive Board and appear in the agenda to this meeting. His base salary of EUR 1,150,000 gross matches our policy and is somewhat higher than Jacques van den Broek's base salary. At his own request, Jacques van den Broek's base salary has not been adjusted or increased for inflation in the past 6 years. And the first 2 years were a period of adjustment. I have activated the inflation calculator to see what it would have been in 8 years, and the percentage of 13.8%, if you adjust for inflation over the course of 8 years. The Supervisory Board believes that it's appropriate to do that for Sander van 't Noordende, at this point. At present, Sander van 't Noordende has 25,000 ordinary Randstad shares and 4,800 American depository receipts in Randstad. Sander van 't Noordende is attending this meeting online. Sander, would you like the floor to introduce yourself?

Yes. Thank you, Wout. Thank you, Chairman. It's a huge and unexpected honor for me to be able to address the Randstad shareholders for the second time this year. Perhaps superposely for those of you present because we already discussed this in March. I am an industrial engineer from Eindhoven and I have just concluded a 32-year career at Accenture, of which, the last 13 years were as member of the global management team, in which we transformed Accenture several times and grew the market cap from USD 20 billion to USD 120 billion. My final role at group was as Group CEO of the products operating group, focused on customers in consumer retail, life sciences and industrial. In the past 10 years, I've lived in the United States, and I still live there with my partner. In recent months, I have been delighted to serve as Supervisory Board member at Randstad and quite honestly, I'm even more impressed with Randstad. First of all, a hugely enterprising and operationally vibrant organization with a very strong term and imbued with the joint core values imparted by Frits Goldschmeding, and a fine relation oriented corporate culture. And as you've seen, a magnificent outperformance in the first 3 quarters of 2021. So my impression of Randstad has possible improved in recent months compared with the period before that. So when the Chair asked if I would be willing to be one of the candidates for the CEO role, I felt a spark, because how nice and honorable it would be to be in charge of one of the icons of Dutch corporate industry, but a spark isn't sufficient. I also wondered whether I could add sufficient value to Randstad. And my conclusion was that my experience aligns nicely with Randstad. First of all, Randstad is a service providing company. So people who add value to customers, just like Accenture. It's a global company present in many countries and serving multinational customers. Technology becomes increasingly important in Randstad business, tech and touch. And last but not least, diversity and inclusion is very important on the job market, as a whole, and for Randstad, and that's a topic that fills me with passion and soul. So my experience aligns very nicely with the needs of Randstad at this point. That's my conclusion. Finally, I also contemplated whether it would be a good personal match. And what appeals to me most, and has always appealed to me most in my career, is to work together with a good team and do something special. Well, I think we can absolutely do that at Randstad in the coming years and can continue those special things that have been achieved in recent years. In addition, I believe that the values and culture of Randstad are very people-oriented and relation oriented and are perfect for me. So I have done my very best in the CEO selection process. And of course, I was deeply honored when the Supervisory Board decided to nominate me today. And of course, I'm also aware of the huge responsibility that the step entails, which is the simultaneous protection of interests that has been propagated by Frits Goldschmeding since 1975, that -- the customers at Randstad, the talents at Randstad, our customers, the Randstad staff, and of course, the Randstad shareholders. And I'm pleased to take on this responsibility. Clearly, in conjunction with the Executive and Supervisory Boards and with all 40,000 staff members at Randstad who formed such a fantastic team. And you may wonder, well, that sounds all very well and good. But what are you going to do, Sander? And I can't say very much about that yet, because in the 3 or 4 months ahead, I will focus on listening to customers, to talents, to staff, shareholders and to other stakeholders. And I'm looking forward to speaking and listening to many of you in the coming few months, but we're aiming for profitable growth by making Randstad still more relevant for the various stakeholders in a world that is rapidly going digital. Finally, I'd like to thank the Supervisory Board for the pleasant cooperation in the previous period, and I'm looking forward to an equally pleasant cooperation in the coming 4 years. And I'd like to thank Jacques van den Broek for working with me thus far and in the period ahead. And Jacques, I'm starting to understand why everybody in the industry says that you are the very best CEO in the industry. So I hope to learn a lot more from you in the months ahead. I'd also like to thank the Executive Board members for their warm welcome thus far, and I'm looking forward to working pleasantly with you and productively in the coming years. We're going to make this work. And I'd like to thank all customers for their confidence in us. And I'd like to thank all talents and staff at Randstad, globally, for their dedication and commitment. And finally, thank you, shareholders, for your confidence in Randstad. Mr. Chairman, Wout, you hear that I'm very eager and I'm pleased to give the floor back to you.

Thank you, Sander. There's very little I can add to that. So, are there any questions? Wout, at this point, we have no questions.

Well, that's clearly a sales pitch, Sander. Jelle, I would like to ask you whether we can proceed to a vote, please.

Cast your votes. [Voting]

And Wout, I suggest that we close the vote. Just wait for the results. And in the meantime, we can proceed to the next item on the agenda. How long do you think it's going to take Dekker?

That will take about half a minute.

Okay, then, we'll take a 30-second break.

Mr. Miedema, should there be any questions under any other business, those questions can be raised. I'm just checking to see whether we're receiving any questions. So we're closing the vote or the vote is closed. And you will see on the screen the results of the vote, 99.65% has carried the proposal. So, the appointment of Sander van 't Noordende as a member of the Board of Directors has been approved. Congratulations, Sander. Chairman of the Supervisory Board, I see that there are no questions for any other business. So, this brings us to Item 4 closures. So, thank you, Jelle, for that. And Sander, I'd like to congratulate you after this wonderful sales pitch, I'm really looking forward even more to your corporation. And Jacques will be back with you in March after 33 years. So, thank you. Thank you for your confidence in us. And one thing, I really hope you have a wonderful Christmas time, wonderful holidays, and please stay safe. I close the meeting. [Statements in English on this transcript were spoken by an interpreter present on the live call.]