41. Related-party transactions

41.1. Remuneration of the members of the executive board

The totals of the remuneration of the members of the executive board included in the income statement are as follows:

Fixed compensation Variable remuneration Other benefits Total Base salary Pension charge Short-term cash bonus Share-based payments 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 796 758 230 202 478 652 972 1,061 15 11 2,491 2,684 565 539 163 142 339 463 686 754 7 36 1,760 1,934 497 473 142 125 298 421 603 662 32 25 1,572 1,706 497 473 142 125 298 416 603 665 59 13 1,599 1,692 268 - 76 - 154 - 150 - 6 - 654 - 241 - 75 - 91 - 150 - 29 - 586 -                         2,864 2,243 828 594 1,658 1,952 3,164 3,142 148 85 8,662 8,016

The executive board members G. A. Netland and B. Wilkinson were appointed as per May 16, 2008; the amounts mentioned above relate to the period in 2008 as from that date. The total remuneration is partly paid in euro and partly in US dollars for Mr. G.A. Netland (€ 409,000 and $ 358,000 respectively) and partly in UK pounds sterling for Mr. B. Wilkinson (€ 318,000 and £ 212,000 respectively).
In the income statement 2008 and 2007, no expenses have been included for former members of the executive board.

The expenses for performance shares and stock options refer to the fair value of share-based payments charged to the income statement for the year 2008 and 2007, respectively.

The numbers of stock options and performance shares outstanding in the financial year are as follows:

Stock options	Year of Granting		Option price (in €)		January 1, 2008		Granted in 2008		Exercised in 2008		Share price at exercise		December 31, 2008		Exercise period ends in
Stock options (based on performance previous years):
B.J. Noteboom	2005		28.70		32,320								32,320		May 2012
	2006		53.70		22,471								22,471		May 2013
	2007		57.40		23,124								23,124		May 2014
L.J.M.V. Lindelauf	2005		28.70		22,155								22,155		May 2012
	2006		53.70		13,616								13,616		May 2013
	2007		57.40		14,012								14,012		May 2014
R.J. van de Kraats	2005		28.70		24,170								24,170		May 2012
	2006		53.70		15,500								15,500		May 2013
	2007		57.40		15,950								15,950		May 2014
J.W. van den Broek	2005		28.70		22,155								22,155		May 2012
	2006		53.70		13,616								13,616		May 2013
	2007		57.40		14,012								14,012		May 2014
Performance stock options (adjusted plan from 2007 and onward):
B.J. Noteboom	2007		57.40		16,215								16,215		May 2014
	2008				-		42,082						42,082		February 2015
L.J.M.V. Lindelauf	2007		57.40		10,115								10,115		May 2014
	2008				-		26,248						26,248		February 2015
R.J. van de Kraats	2007		57.40		11,514								11,514		May 2014
	2008				-		29,880						29,880		February 2015
J.W. van den Broek	2007		57.40		10,115								10,115		May 2014
	2008				-		26,248						26,248		February 2015
G.A. Netland	2008				-		24,000						24,000		February 2015
B. Wilkinson	2008				-		24,000						24,000		February 2015
Total					281,060		172,458		-				453,518

Performance shares	Year of award			January 1, 2008		On target award in 2008		Vested in February 2008		December 31, 2008		Final allocation in
B.J. Noteboom	2007			5,979						5,979		February 2010
	2007	Additional		11,959				3,986		7,973		February 2008- 2010
	2008			-		15,547				15,547		February 2011
L.J.M.V. Lindelauf	2007			3,730						3,730		February 2010
	2007	Additional		7,459				2,486		4,973		February 2008- 2010
	2008			-		9,697				9,697		February 2011
R.J. van de Kraats	2007			4,246						4,246		February 2010
	2007	Additional		8,491				2,830		5,661		February 2008- 2010
	2008			-		11,039				11,039		February 2011
J.W. van den Broek	2007			3,730						3,730		February 2010
	2007	Additional		7,459				2,486		4,973		February 2008- 2010
	2008			-		9,697				9,697
G.A. Netland	2008			-		9,000				9,000
B. Wilkinson	2008			-		9,000				9,000		February 2011
Total				53,053		63,980		11,788		105,245

For the conditions and criteria on the granting and exercise of stock options and performance shares please refer to note 40.The first of three tranches of the additional grant of performance shares 2007 vested early 2008 based on the TSR performance over the period January 1, 2005 – December 31, 2007; the performance resulted in 150% vesting or 17,682 shares (share price: € 26.30) compared to the on target award of 11,788.

As per December 31, 2008 and 2007, no stock options granted to former members of the executive board are outstanding.

The number of ordinary shares in Randstad Holding nv held by the members of the executive board per December 31, 2008 was as follows:

					Locked-up
	Total 1		Free shares		number		until
B.J. Noteboom	42,885		27,532		11,922 3,431		July 2009 February 2010
R.J van de Kraats	33,191		22,289		8,465 2,437		July 2009 February 2010
J.W. van den Broek	34,245		24,668		7,436 2,141		July 2009 February 2010
L.J.M.V. Lindelauf	27,770		18,193		7,436 2,141		July 2009 February 2010
G.A. Netland	2,721		2,721		-		-
B. Wilkinson	51,626		51,626		-		-

 1) In addition, Mr. Lindelayf holds 123 share depository and Mr. Van den Broek holds 26 share depository receipts.

41.2 Remuneration of the members of the supervisory board

The amounts of the remuneration of the members of the supervisory board included in the income statement are as follows:

	2008		2007
F.W. Fröhlich	103,000		103,000
F.J.D. Goldschmeding	73,000		73,000
H.M.E.V Giscard d’Estaing *)	37,500		-
B.C. Hodson *)	37,500		-
J.C.M. Hovers	69,000		69,000
G. Kampouri Monnas	65,000		65,000
W.A.F.G. Vermeend	65,000		65,000
L.M. van Wijk	65,000		65,000
R. Zwartendijk	65,000		65,000
Total	580,000		505,000

1) The supervisory board members Mr. H.M.E.V Giscard d’Estaing and Ms. B.C. Hodson were appointed effective May 16, 2008. Their remuneration relates to the period as from that date.

In addition Jan Hovers receives a remuneration of 3 12,000 annually as member of the supervisory board of the Dutch sub holding Randstad Groep Nederland bv. Mr. H.M.E.V. Giscard d’Estaing holds 451 ordinary shares in Randstad Holding nv per December 31, 2008.

41.3. Other related-party transactions

One member of the supervisory board has an interest in a legal entity, which, based on the ‘Wet melding zeggenschap 2006’ (‘Major Holdings in Listed Companies Act 2006’), is registered as a shareholder in Randstad Holding nv in the 30-40% category. The same member is a member of the board of management of Stichting Randstad Optiefonds.

There were no transactions with this related party, other than the rental of a ship, Clipper Stad Amsterdam, for promotional activities at approximately € 1.7 million rent annually (2007: € 1.6 million).

In 1988, the founder of Randstad established Stichting Randstad Optiefonds to provide options to corporate employees of the Group. Up to 2003, options were granted to these employees. The options were granted on (depository receipts for) ordinary shares, available in the foundation; exercise does not affect the number of shares issued by the company, nor has the company any obligation in relation to these options. Per December 31, 2008, virtually no options are outstanding; in total, employees of the Randstad Group hold 0.5 million depository receipts for shares. The board of management of the foundation consists of three members, of which two are fully independent from the Group; the chairman of the foundation is the founder of Randstad.