|Sound corporate governance is a key component of Randstad’s culture, behavior and management and is consistent with its core values. Randstad’s corporate governance is supported by a strong focus on integrity, transparency and clear and timely communication. The business processes throughout the organization incorporate transparency for both external reporting and the management of activities around the world. Good governance and proper supervision are important prerequisites for generating and maintaining trust in Randstad and its management.
Randstad’s governance structure is based on the requirements of Dutch legislation, the company’s Articles of Association and the rules and regulations of Euronext, complemented by internal policies and procedures. Given the worldwide exposure of Randstad and its businesses, the international context is of vital importance and both national and international developments are closely monitored.
Randstad has always sought to enhance and improve its governance in line with the Dutch corporate governance code (‘the code’, which can be found at www.commissiecorporategovernance.nl) and (international) best practices. Amendments made to the code by the Monitoring Committee entered into force on January 1, 2009. Randstad has implemented the required changes and additions, where feasible and relevant and, if required, by making amendments to the company’s Articles of Association, by-laws and board profiles. Corporate governance was tabled as a separate agenda item for discussion with shareholders during the Annual General Meeting of shareholders held on March 25, 2010. No questions or issues were raised by shareholders. Any substantial changes in Randstad’s corporate governance structure and its compliance with the code will be submitted to the Annual General Meeting of shareholders.
Corporate governance declaration
The executive board and the supervisory board, which are jointly responsible for the corporate governance structure of Randstad, are of the opinion that the vast majority of the principles and best practice provisions of the code are being applied. We strongly believe that these principles and provisions are consistent with our core values and so compliance is not achieved by merely adopting a ‘box ticking’ approach. As the code is based on the ‘apply or explain’ principle, a number of deviations, which are deemed necessary in the interests of Randstad, have been explained to shareholders and are described in this report. This report also includes the information that needs to be disclosed in accordance with the corporate governance declaration as referred to in the relevant Dutch governmental decree.