report from the supervisory board

Supervisory board committees

While the topics described above are discussed, monitored and supervised by the full board, the supervisory board committees work closely with senior management to generate detailed information and recommendations on the specific areas on which they focus.

Report of the audit committee
The audit committee currently comprises Jan Hovers as chairman and Frits Goldschmeding and Fritz Fröhlich as members, the latter being the designated financial expert. Each member has specific and extensive relevant expertise in the area of financial management.

Throughout the year, the audit committee is tasked with the direct supervision of all matters relating to financial strategy and performance, including reporting, auditing, budgeting, and recommendations to the supervisory board on the appointment and performance of external auditors. The committee assesses audit strategy, the scope and approach of the external auditors, and monitors progress. The relationship with the external auditors is evaluated annually, partly in light of the proposal to reappoint them. With the executive board, the audit committee reviews quarterly and full-year financial statements, auditors’ reports and management letters. Discussion of the internal risk and control framework is a recurring topic. The committee appraises its own performance each year, and subsequently reports to the full supervisory board. At a meeting held in the absence of members of the executive board, the audit committee met with the external auditors to discuss the quality of financial reporting and cooperation with the financial departments.

The audit committee held six meetings during the course of 2008, one of which was held in part without any members of the executive board present. The chief executive officer and the chief financial officer join the committee meetings on behalf of the executive board. Senior management from the corporate financial departments and the external auditor are also in attendance.

The main topics discussed at the meetings in 2008 included:

• the financial performance of the Group and its major operating companies
• reviews of auditors’ reports for the past quarter
• the outlook for the next quarter
• the acquisition, its financing and the integration of Vedior, including in-depth discussion of how the accounting for Vedior should be treated
• the allocation and valuation of intangible assets
• an update from business risk & audit
• the follow-up of recommendations of the external auditors
• the external auditors’ client service plan and audit planning
• a review of fiscal, legal and IT developments
• an update of the financial strategy, capital structure and dividend policy
• a review of pension provisions
• quarterly legal letters, listing material litigation
• quarterly reports from the Group integrity officer.

Auditors’ fees

The aggregate fees charged by PricewaterhouseCoopers for professional services rendered in the years 2008 and 2007 were as follows:

	2008		2007
Audit services	4.2		2.1
Audit-related services	0.5		0.1
Non-audit services	1.3		0.5
Total	6.0		2.7

The audit services in 2008 relate to the audit of the consolidated financial statements and local statutory accounts.
In addition, other audit firms provided services amounting to € 1.0 million (2007: € 0.1 million).
The fees 2008 include substantial costs related to the acquisition of Vedior.
The fees were approved by the audit committee.

Report of the strategy committee
The strategy committee currently comprises Frits Goldschmeding as chairman and Willem Vermeend and Rob Zwartendijk as members. The committee acts as a sparring partner for the executive board and produces an annual strategy paper for discussion with the full supervisory board. It works with the executive board on updates to strategic targets and monitors and evaluates growth criteria.

The executive board provided the strategy committee with an extensive update on the most recent developments and trends in the Randstad operating companies, the realization of strategic targets set in past years, the acquisition and integration of Vedior, the geographic and sector coverage as well as the strategy and targets for the Group going forward.

Report of the nomination & compensation committee
The nomination & compensation committee currently comprises Fritz Fröhlich as chairman and Giovanna Monnas and Leo van Wijk as members. The committee met five times during the course of 2008. The chief executive officer and the chief financial officer participated in part of some of these meetings.

One of its tasks is to make recommendations with regard to the Randstad remuneration policy for the executive board and the supervisory board, for adoption by the Annual General Meeting of Shareholders. The approved policy then forms the basis for the fixed and variable remuneration of executive board members. In light of the considerably increased size of the Group following the Vedior acquisition in 2008, the committee made an extensive review of executive board remuneration and revisited the share-based performance award for senior management of the Group, based on benchmarks provided by Towers Perrin, an independent specialized international consultancy firm. This review resulted in an updated and re-aligned remuneration package, which will be submitted to the Annual General Meeting of Shareholders in March 2009. A detailed remuneration report is published each year and is available on the Randstad corporate website. It is also summarized here.

The nomination & compensation committee is also tasked with advising on candidates to fill vacancies in the executive board and supervisory board, evaluating the performance of both boards and their members, reviewing the long-term succession planning of senior management and making recommendations on the composition of supervisory board committees. The committee assessed and nominated the re-appointment of Rob Zwartendijk and the appointment of Beverly Hodson and Henri Giscard d’Estaing to the supervisory board. The committee also assessed and nominated the appointment of Greg Netland and Brian Wilkinson to the executive board. All new board members participated in an extensive induction program to fully acquaint them with the Randstad businesses, concepts and processes.

Reports of the Annual General Meeting and Extraordinary General Meetings of Shareholders

At the Annual General Meeting of Shareholders, held on May 7, 2008, the chief executive officer, Ben Noteboom, and the chief financial officer, Robert-Jan van de Kraats, gave presentations on the general state of affairs at Randstad and its financial performance in 2007. After shareholders had been given the opportunity to raise questions about the 2007 annual report, the meeting adopted the 2007 financial statements. The external auditors attended the meeting and their representatives were introduced at the start of the meeting. After discussing the new dividend policy as a separate agenda item, the meeting approved the dividend payment. The members of the executive board were granted discharge for their management of Randstad and the members of the Supervisory Board were granted discharge for their supervision thereof. Rob Zwartendijk was reappointed as a member of the supervisory board and Bram Anbeek van der Meijden as a director of Stichting Administratiekantoor Preferente Aandelen Randstad Holding. The meeting adopted the performance-related remuneration of the executive board in the form of shares and share options and gave the executive board the authorization to acquire the company’s own shares through purchase on the stock market or otherwise for a period of 18 months from May 7, 2008. PricewaterhouseCoopers were reappointed as the company’s external auditors for the financial year 2008.

At the Extraordinary General Meeting of Shareholders, held on April 23, 2008, shareholders approved the intended acquisition of Vedior and the various transactions resulting from the offer for the outstanding Vedior shares, including the increase of the company’s authorized capital to € 75 million and the issuance of approximately 48 million new ordinary shares. The proposed amendments to the Articles of Association were approved, including the amendments regarding the preference B shares. Pursuant to this amendment, distributions on preference B shares can only be made upon the adoption of a resolution of the executive board and the supervisory board. Distributions on ordinary shares can only be made once distributionson the preference shares are completed. Pursuant to this amendment, the preference B shares qualify as equity capital under IFRS. Brian Wilkinson and Greg Netland were appointed as members of the executive board and Beverley Hodson and Henri Giscard d’Estaing as members of the supervisory board.

At the extraordinary general meeting of shareholders, held on June 26, 2008, shareholders approved the legal merger of Vedior N.V. with Randstad Holding nv, the last step in the transaction process.
All general meetings were simultaneously transmitted by audio web-cast via the corporate website. All documents for the meetings were placed on the corporate website. Within three months after each meeting, the draft minutes of the meetings were made available for three months for comments and were subsequently adopted.

Financial statements 2008

Based on article 27 of the Articles of Association, we submit the financial statements contained in this 2008 annual report to the Annual General Meeting of Shareholders. The financial statements have been audited and provided with an unqualified opinion by PricewaterhouseCoopers Accountants N.V. (please see the auditor’s report). We recommend that the Annual General Meeting of Shareholders adopt the financial statements and the appropriation of net income proposed by the executive board.

The supervisory board endorses the executive board’s decision to propose to the Annual General Meeting of Shareholders to pay no dividend on ordinary shares for 2008 (2007: € 1.25) and a cash dividend on the cumulative preferred shares of € 0.284 (2007: € 0.284). The supervisory board also supports the executive board’s proposal to retain the remaining net income for equity holders of € 11.0 million and add it to reserves.

The supervisory board also proposes that, pursuant to article 19 of the Articles of Association, the Annual General Meeting of Shareholders grants discharge to the members of the executive board for their management and to the members of the supervisory board for their supervision in 2008.

The supervisory board would like to thank the executive board and all employees of Randstad for their contribution and dedication in 2008.