report of the Supervisory Board

The Supervisory Board supervises and advises, on request and on its own initiative, the Executive Board on matters relating to the formulation and realisation of the objectives, strategy and policies of USG People. We act as the employer of the Executive Board.

state of affairs

In 2015 USG People was able to benefit from the gradual economic recovery throughout the year. The new path we embarked on with our sharper focus is effective and has had a favourable impact on earnings. Demand for HR services picked up in the markets in which USG People operates, with developments being particularly positive in the Netherlands and Belgium. The fact that the focus of USG People’s activities lies in these regions provided a promising environment in which to grow and further strengthen our positions organically. We are pleased to say that the execution of our strategy progressed well and produced good results in 2015.

Along with the positive trend in ongoing results there has been significant progress in developing and launching innovative applications that make it possible to offer new business propositions to clients. Throughout the year structural progress was made on both fronts, i.e. in improving results and in developing services and process improvements in the core countries, specifically shaping both of these aspects within the strategy.

activities

In 2015 the Supervisory Board held seven plenary meetings, in accordance with the fixed schedule. The chairman was in regular contact with the CEO in the periods between meetings to discuss the general state of affairs and current issues. At the meetings the Supervisory Board was informed about a number of different topics, including the progress made in the execution of the strategy and possible strategic directions, M&A projects, legal issues, market developments, operational and financial performance, and the outlook. Discussions within the Supervisory Board were generally based on documents and presentations provided by the Executive Board. In preparation, many of the topics were discussed in advance in meetings of the audit committee or the remuneration and appointments committee.

In addition to the aforementioned topics the public offer announced in December by Recruit Holdings Co. Ltd. (Recruit) for all outstanding USG People shares was discussed in detail during plenary meetings. Three additional plenary meetings were held in connection with this. Outside these meetings the Supervisory Board was also in frequent contact with the Executive Board and external specialists who advised the Supervisory Board in the decision-making process surrounding the offer.

In September 2015 the Supervisory Board visited one of the new flagship stores of the Unique star brand in the Netherlands. In view of its duty to supervise, the board finds it important to monitor activities on site. During the visit the board was informed about developments and various projects and initiatives being undertaken by the star brand. This way of working enables the Supervisory Board to get a good idea of the operational activities and developments in the market, as well as of the way in which the star brands respond to developments in practice.

The Supervisory Board also pays extra attention to the development of Online Business Solutions. A board delegation regularly attends meetings in which developments and the progress made in the activities is discussed.

Furthermore the Supervisory Board stays in contact with the Central Works Council and employees from various levels of the organisation. In January Alex Mulder and Willemijn Maas were invited by the Central Works Council to expand on the adjustment of the remuneration policy of the Executive Board for 2015-2018. In May the chairman of the Supervisory Board spoke with the day-to-day management of the Central Works Council about ongoing projects and current developments.

attendance

In 2015 the members of the Supervisory Board attended virtually every meeting and conference call. Alex Mulder was unable to attend one meeting and Johnny Thijs was not present at two meetings for scheduling reasons. Instead they provided their input in advance and designated another member of the Supervisory Board to assume their duties.

meetings of the Supervisory Board

In 2015 the Supervisory Board spoke at length about the strategic direction within the context of current market trends and the steps taken in this respect. Other topics discussed at various meetings included developments and the outlook for USG People in light of macroeconomic developments as well as the progress achieved in the operational and financial results. In the performance of its supervisory duties the Supervisory Board aims to achieve a good balance between the interests of all the company’s stakeholders.

strategy

Within the context of continuously improving the existing organisation topics of regular discussion were the commercial and operational excellence projects and the progress made in the execution of the ongoing measures and projects. This included the Optima project which is aimed at making the end-to-end processes within the organisation more efficient. Other areas of attention concerned the development of Online Business Solutions (OBS) and possibilities to digitalise processes. The progress and investments made in the existing organisation and in the OBS associates were regularly discussed and possibilities for additional investments were also considered.

In the annual strategic review the Supervisory Board extensively discussed and assessed USG People’s strategic options. Possible growth scenarios and strategic analyses were discussed in detail, also in relation to macro-economic developments and market trends. Discussions focused on both organic paths and the possibility to join forces with a global player.

On 22 December 2015 USG People and Recruit Holdings Co., Ltd. announced an intended public offer by Recruit Holdings Co., Ltd. for all USG People shares.The proposal to join forces with Recruit has been carefully considered by the Supervisory Board in consultation with the Executive Board. Various external advisors have assisted the Supervisory Board throughout this process. The main focus of the Supervisory Board throughout this process has been the interests of all the company’s stakeholders. In view of the position of Alex Mulder as a large shareholder of USG People and the perception that this could lead to a possible conflict of interests, he did not participate in discussions relating to the offer price.

Recruit and USG People have similar ambitions and values and the enterprising corporate cultures of both are a good match in many ways. And the companies are a good fit geographically. If the shareholders accept the offer USG People will become the core growth engine of Recruit in continental Europa and therefore have more scope to realise the strategy and execute it quicker. In view of all this the Supervisory Board has come to the conclusion that joining forces with Recruit is the best step forward for USG People, a step that benefits all stakeholders.

results

The development of the operational and financial results was discussed throughout the year. The Supervisory Board did so with members of the Executive Board, mainly discussing subjects including the development of revenue and the gross margin as well as improvements in the cost structure. Other regular areas of attention were the balance sheet, particularly the evolution of the debt position.

Other topics of discussion were the expectations for the various markets in relation to economic developments in Europe, as well as the relative performance of USG People compared to its peers. The 2016 budget was another topic, also in relation to the general expectations with regard to economic developments. Detailed talks were also held with the external auditor about the financial statements and the 2014 annual report as well as about its main findings with regard to the audit.

performance and assessment

The Supervisory Board assessed its own performance and that of its individual members and internal committees. The members of the Executive Board were not present at that time. The review took place in a plenary session as well as various one-on-one sessions with the chairman of the Supervisory Board and/or chairs of the internal committees. Furthermore, the cooperation with the Executive Board was assessed and one-on-one talks were held with the individual members of the Executive Board.

The topics discussed during the assessment included the contribution and involvement of the members of the Supervisory Board. One of the conclusions drawn from the assessments was that the members, both individually and together, are sufficiently critical of themselves and each other. The cooperation within the board was pleasant and the relationships were open, critical and constructive. The individual members complement each other, ensuring that everything can be discussed at well-balanced meetings at which every topic can be discussed in sufficient depth. The conclusion of the chairman following the assessment was that the members of the Supervisory Board performed adequately, both individually and as an entity.

report of the audit committee

The audit committee consists of Rinse de Jong (chairman) and Johnny Thijs. The committee met six times in 2015, in accordance with the fixed schedule. The CEO, CFO, Corporate Director of Corporate Audit & Risk Management (CARM) and the external auditor PricewaterhouseCoopers Accountants N.V. also attended the meetings, as did senior CFO staff members, depending on the topics discussed. The next auditor (KPMG) was also present at the meeting in December. In view of the transfer of the audit mandate with effect from the 2016 financial statements, KPMG was copied in on the audit committee documents for the majority of 2015. One of the meetings was partly closed to assess the audit committee as a whole and the individual members. Between the meetings there was regular contact between the chairman of the audit committee and the CFO.

In 2015 the audit committee discussed the financial statements and interim financial reports, including the applied principles of valuation and the non-financial information, at the meetings prior to publication. The audit committee also discussed the internal control procedures, internal audits and findings in detail at quarterly meetings. The committee also spoke about the findings of the external auditor at each meeting before the publication of results, including the main risks with regard to the financial reporting. These include the valuation of goodwill, the valuation of the deferred income tax assets, compliance with legislation and regulations and the recognition of claims and other legal issues.

A variety of other topics were also dealt with, including tax matters, the funding policy and the renewal of the line of credit. Information security, the new demands placed on the security of personal data and setting up the associated notification process were also on the agenda. Even though risk management is often included as a separate item on the agenda, it is in fact always a part of what is discussed about the various other topics. Risk awareness at the various units of USG People is reported on regularly, and CARM staff has held risk workshops there. The administrative organisation, set-up and operation of the internal control and audits are all part of risk management. More attention is and should be paid to becoming aware of what is or could be a risk. The necessary attention should be particularly focused on ICT powers and access to use of the internet, controlling massive data files (this concerns hundreds of thousands of personnel records internationally). In the past few years the professionals involved at USG People made good progress in identifying and discussing risks, but the topic continues to be an area of attention for us.

At one of the meetings the committee took a critical look at its own performance and the performance of the individual members of the audit committee. The conclusion was that the cooperation within the committee was good. The committee believes that its contact with the CARM department, the external auditor and the Executive Board was both professional and constructive, particularly its frequent contact with the CFO.

The ‘tone at the top’ was also discussed extensively, partly as a result of the change made in 2014 in the way that the organisation is managed. The discussions focused mainly on communications between the two members of the Executive Board and the management of the various star brands and countries, but also specifically on the atmosphere, trust and job satisfaction of employees in general. Having participated in the Great Place to Work® survey for a few years now enabled us to show good progress in the outcome of the 2015 employee satisfaction survey. Shortening the virtual distance between Corporate and the operating companies and replacing the central management structure by a structure based on taking responsibility locally have certainly contributed to this.

The findings of the audit committee were reported to all members of the Supervisory Board.

report of the remuneration and appointments committee

Willemijn Maas chairs the remuneration and appointments committee. The committee is also represented by Alex Mulder and Cees Veerman.

The remuneration and appointments committee met five times in person in 2015 with one of the meetings being held via conference call. The CEO attended all the meetings. The Vice President of HR also attended several meetings to discuss and expand on the proposed new remuneration policy for the Executive Board. Furthermore the committee was in regular contact with the CEO outside of the meetings.

The main topics discussed at the meetings were:

  • the 2014 remuneration report;
  • the determination of variable remuneration based on the agreed financial and non-financial short-term and long-term targets for 2014;
  • the determination of the new variable financial and non-financial targets for the short term and the long term for 2015;
  • the 2015-2018 remuneration policy for the Executive Board;
  • the draft procedure and process for the annual progress meeting for the members of the Executive Board;
  • the interim progress made in the realisation of the variable remuneration for 2015;
  • the progress made in the recruitment of a Vice President of HRM in the context of the succession of the current Vice President of HRM.

The progress made in the realisation of the Executive Board’s financial and non-financial targets was discussed at the meetings. The discussions focused extensively on the non-financial targets relating to innovation, leadership and socially responsible business practices. These are the areas of attention that USG People believes are important for its continuity and which it wants to develop further.

The remuneration of the Executive Board in 2015 was in accordance with the remuneration policy adopted by the General Meeting of Shareholders. A detailed account of the remuneration of the members of the Executive Board can be found in the remuneration report which is available via the USG People website.

The remuneration policy for the Executive Board for 2015-2018 was submitted for approval to and adopted by the General Meeting of Shareholders in May 2015. The 2015-2018 remuneration policy for the Executive Board consists of five components: a fixed gross annual salary, a variable short-term remuneration, a variable long-term remuneration, a pension contribution and a car and other emoluments. A number of relatively small adjustments were made compared to the previous policy, including a change in the base salary and the variable short-term and long-term remuneration. The main difference with the previous policy is a shift from the variable short-term cash remuneration to the variable long-term remuneration.

composition of Executive Board

The Executive Board consists of Rob Zandbergen (CEO) and Leen Geirnaerdt (CFO).

composition of Supervisory Board

USG People aspires to achieve a wide and diverse composition at every level of the company. The appointments of Johnny Thijs and Willemijn Maas in May 2014 means that the composition of the Supervisory Board complies with the diversity objectives outlined in the composition profile. Johnny Thijs holds Belgian nationality and the Supervisory Board members are experienced in the political, administrative, social and/or academic sectors. Specific experience and knowledge is also present related to the operations of USG People and the job market. As a result of the appointment of Willemijn Maas the percentage of women on the board is 20%, which does not comply with the 30% requirement. In 2014 the Supervisory Board took this into account when seeking the proposed new board members, as well as opting for complementarity in specific areas of expertise and considering the suitability of the respective candidate.

The Supervisory Board aims for future appointments to ensure that the composition of the board meets this requirement.

The Supervisory Board possesses plenty of knowledge about the flexible job market and has a financial specialist amongst its members. Each member has the necessary experience in the field of general business management and in leading large, market-oriented organisations. This ensures that the board has sufficient knowledge and know-how to perform its supervisory task properly.

resignation rota

The Supervisory Board consists of five members appointed according to the following resignation rota.

FIRST APPOINTMENT

APPOINTED UNTIL

Cees Veerman (chairman)

2010

2016

Rinse de Jong

2010

2018

Alex Mulder

2006

2018

Johnny Thijs

2014

2018

Willemijn Maas

2014

2018

Under the current resignation rota the terms of four members of the Supervisory Board will end in 2018. The Supervisory Board will take into consideration possibly adjusting the resignation rota to ensure continuity in the composition of the Supervisory Board. However, in view of the public offer announced by Recruit Holdings Co. Ltd no changes to the resignation rota will be on the agenda for the next General Meeting of Shareholders.

approval of financial statements, dividend proposal and discharge

As stipulated in the Articles of Association, the Supervisory Board submits the financial statements as drawn up by the Executive Board to the General Meeting of Shareholders for adoption. The financial statements have been audited and received an unqualified auditor’s report by PricewaterhouseCoopers Accountants N.V. The report can be found on page 141 of the PDF version available online.

With regard to the distribution of dividend USG People – in connection with the public offer announced by Recruit – has agreed to not declare or distribute any (interim) dividend or payments in kind until the transaction has been finalised.

We propose that the General Meeting of Shareholders adopt the unchanged financial statements for 2015 and grant discharge to the members of the Executive Board in respect of their management activities as well as to the Supervisory Board in respect of its supervision of these activities.

in conclusion

The Supervisory Board wishes to thank all employees and the management of USG People for their contribution this past year. Their performance was strong, with improvements and new initiatives in many areas. The intended takeover means that an exciting change is coming. It presents an important step for USG People in the development of our successful organisation and offers new opportunities for stakeholders. This boosts our confidence in the future of USG People. We wish every employee and manager every success and job satisfaction going forward.

Almere, 24 February 2016

The Supervisory Board

Cees Veerman, chairman
Rinse de Jong
Alex Mulder
Willemijn Maas
Johnny Thijs