annual report 2013
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remuneration policy

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The main objective of the remuneration policy is to attract, motivate and retain qualified senior executives of the highest caliber, who have an international mindset and the background required for the successful leadership and effective management of a large global company. The members of the Executive Board are rewarded accordingly, and most of their remuneration is based on the performance of Randstad. The remuneration structure for the Executive Board is therefore designed to balance short-term operational performance with the long-term objectives of the company and value creation for its shareholders.

Remuneration levels are determined on the basis of a number of clear, transparent criteria and reflect general as well as specific individual responsibilities in an international context. They are benchmarked against an international labor market peer group regarding fixed salary levels, and against an international performance peer group to establish relative performance:

  • The international labor market peer group represents the market in which Randstad competes for senior manage-
    ment talent, and is used to benchmark fixed salary levels. It is composed of international staffing and business services companies, reflecting Randstad’s international scope. As from 2013, they are Adecco SA, Rentokil Initial Plc, Cap Gemini SA, Atos Origin SA, Robert Half International Inc, LogicaCMG Plc, Manpower Inc, Kelly Services Inc, Michael Page International Plc, Hays Plc, TUI AG, G4S Plc, and Sodexo Group SA;
  • The international performance peer group is used as a benchmark to establish relative performance in terms of Total Shareholder Return (TSR), as described below, for the payout of certain variable remuneration components. It reflects the market in which the company competes for shareholder preference. This group is comprised solely of staffing companies and can be characterized as ‘sector-specific’. As from 2012, it consists of Adecco SA, Kelly Services Inc, Trueblue Inc, Manpower Inc, Robert Half International Inc, USG People NV, Michael Page International Plc, Hays Plc, and Groupe Synergie SA.
  • In addition, as an extra check, total compensation levels are annually benchmarked against a peer group of companies listed on the AEX index (consisting of large companies listed on NYSE Euronext Amsterdam).

The remuneration policy was initially approved by the Annual General Meeting of Shareholders in 2007. Despite the changed profile and significantly increased size of Randstad, the remuneration policy and structure had not changed since then. In 2012 and early 2013, the Supervisory Board, particularly its Remuneration and Nomination Committee, extensively evaluated the remuneration policy. Focus Orange, an independent strategic human capital advisory firm, was commissioned to provide advice. After careful consideration, the Supervisory Board submitted a proposal to the Annual General Meeting of Shareholders held on March 28, 2013, to update the remuneration policy for the Executive Board, taking into account the changes that had taken place in the profile of Randstad since 2007 and developments relating to remuneration and corporate governance. The Annual General Meeting of Shareholders approved the proposal and the related amendments are reflected in this report.