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supervisory board

 

responsibilities

The supervisory board, acting in the interests of the company, supervises and advises the executive board in performing its management tasks, setting the direction of the Randstad business and guiding the general development of the company, including its financial policies and corporate structure. It evaluates the strategy, development of results, operating model, internal control mechanisms and CSR framework established under the executive board’s management. It is empowered to recommend to general meetings of shareholders persons to be appointed as members of the supervisory board and executive board. Major management decisions, including those involving Group strategy, require the approval of the supervisory board. The supervisory board further supervises the structure and management of systems of internal business controls and the financial reporting process. It determines the remuneration of the individual members of the executive board within the remuneration policy adopted by the Annual General Meeting of Shareholders.

While the supervisory board as a whole retains overall responsibility for its functions, it assigns some of its tasks to three permanent committees: the audit committee, the strategy committee and the remuneration and nomination committee. Their well-grounded advice and recommendations support the full supervisory board’s decision-making. The full supervisory board appoints committee members from its own membership based on the relevance of their expertise and experience. All supervisory board members are in principle also members of at least one committee. The committees also come together at fixed times during the year, all three according to a pre-determined schedule and when required. They report directly to the full supervisory board on a regular basis, usually directly following a committee meeting.

Remuneration policy and report for Randstad Holding 2013
By laws Supervisory Board
Terms of reference Remuneration and Nomination Committee
• Terms of reference Audit Committee