EUR 1000.00 For Business Accounts Only

Randstad - 23 March 2021

We note that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person.

Under ITEM 2b approval of the Company's remuneration report is sought. Although the executive compensation in the year under review has been (basically) in line with our guidelines, we note that the members of the executive management were granted matching shares under the annual bonus plan for the period 2018-20. The prerequisites for ‘share matching’ were the achievement of strategic and financial targets, made a profit, and paid dividends to shareholders. We note that Randstad refrained from dividend payments in 2019 (in view of the Covid-19 pandemic) and therefore we do NOT approve the grant of matching shares under the STI since one of the (performance) conditions was not met. Accordingly, we recommend to vote OPPOSE.

Under ITEM 2e the supervisory board proposes to distribute an ordinary dividend of EUR 1.62 per share. The proposed dividend is covered by EPS and FCF as well as in accordance with the Company’s dividend policy. Alternatively, we also note that Randstad has applied for a wide variety of employment protection programmes established in various countries, but mainly in Europe. In aggregate, the government grants amounted to EUR 330 million, which corresponds to almost 1.6% of revenues. In view of the above, we consider the (proposed) dividend excessive. The Covid-19-related government support (indirectly) has been used to fund the ordinary dividend, which is socially unacceptable. Therefore, we recommend to vote OPPOSE.

Finally, under ITEM 4, approval of the Company's executive remuneration policy is sought. We favour all of the proposed changes to the Company’s (executive) remuneration policy and consider this policy a(n) substantial improvement in comparison with the previous one. The total variable remuneration (at target), corresponding to 170% of annual base salary (70% ST and 100% LT), is considered to be within acceptable limits and in accordance with our guidelines. On the other hand, we note that the remuneration policy (potentially) allows for variable payments in excess of our guidelines. The maximum total variable compensation,  corresponding to 350% of annual base salary (100% ST and 250% LT), (slightly) exceeds the maximum threshold of 300% of annual base salary in our guidelines under normal circumstances. That having been said, we are willing to accept a higher maximum variable salary limit in this specific case, in view of the (very) challenging performance conditions of the LTI, including criteria that are assessed against peers. Total variable remuneration is furthermore predominantly LT oriented, with a maximum LTI (250% of annual base salary) in excess of the STI (100% of annual base salary). Accordingly, we recommend to vote FOR.