Report of the Supervisory Board

The Supervisory Board is pleased to report on its activities in 2007 including its supervision of the policies pursued by the Board of Management and the general state of affairs within Vedior.

2007 has been an eventful year for Vedior with a strong trading performance, several important acquisitions, the Chief Executive Officer transition and – in December – the announcement of the conditional agreement with Randstad to combine the two companies in order to create the second largest HR services company worldwide. This combination will be achieved by means of a public offer for outstanding shares of Vedior in a mixed cash and share exchange offer. Further information can be found in the message from CEO and under Information for shareholders.

In the year under review, the Supervisory Board performed its duties in close cooperation with the Board of Management, with which it meets frequently both formally and informally. In 2007, the Supervisory Board held eighteen formal meetings, twelve of which were held with the Board of Management. Ten of these meetings were held by conference call. Mr Giscard d’Estaing was unable to attend five meetings, Mr Laan four meetings, Mr Sinninghe Damsté two meetings and Mrs Hodson one meeting. With these exceptions, the full Supervisory Board participated in all other meetings held in 2007. By way of frequent informal consultation in between the regular meetings with the Board of Management, the Supervisory Board, and particularly its Chairman, endeavours to remain well informed about the general state of affairs within the Company in order to offer the Board of Management prompt and constructive advice. The Chairman of the Supervisory Board and the Chief Executive meet every month.

The main topics discussed at the meetings in 2007, were:

• Financial results and performance: the 2006 annual results, the financial statements as at 31 December 2006, the 2006 annual report, the quarterly 2007 results and the 2008 budget. The discussion of the annual and quarterly results is based on a financial report presented by the Chief Financial Officer and the operational reports given by the Chief Executive Officer and other members of the Board of Management. This gives the Supervisory Board an overview of the general state of affairs and the financial position of the Company as well as insight into the development of results and markets within specific geographic areas. It also allows the Supervisory Board to concentrate in greater detail on the Company’s development and measures taken in specific countries in response to changing economic or market conditions.
• Strategy: the progress on strategic objectives and business development, including organic initiatives, various acquisitions as well as the Group’s financial performance and valuation compared to its peers. In November and December 2007, a significant number of meetings were held to discuss the intended combination with Randstad.
• The allocation of restricted shares to the Board of Management under the Group share plans.
• The preparation and evaluation of the Annual General Meeting of shareholders, held on 27 April 2007 as well as the General Meeting of shareholders held on 19 September 2007.
• The abolition of the depositary receipt structure.
• Corporate governance, including the assessment of compliance with the Dutch corporate governance code.
• Risk management.
• Renewal of the employee stock purchase plan in the United States and introduction of such plan in Canada.
• The issues reported and proposals presented by the Chairman of the Audit Committee following each regular Audit Committee meeting, such as in relation to corporate risk management, the provision of financial information by the Company, compliance with any recommendations and observations from the external auditor, the policy on tax planning, the relation with the external auditor, the financing of the Company, any material litigation issues, the competition investigation in France, tax management as well as the assessment of key IT controls. In several cases, the external auditor also joined the meeting of the Supervisory Board when the Chairman of the Audit Committee reported on these issues.
• The issues reported and proposals presented by the Chairman of the Remuneration and Appointment Committee following each Committee meeting, including amongst others the proposals for reappointment as a member of the Supervisory Board and for (re)appointment as members of the Board of Management, the remuneration and employment conditions of the members of the Board of Management, including the amendment of the annual bonus system, the annual remuneration report and the Chief Executive Officer transition.

The Supervisory Board discussed the composition, performance and remuneration of the Board of Management and its individual members in their absence, as well as its own composition and functioning.

Composition of the Supervisory Board

The Annual General Meeting, held on 27 April 2007, approved the proposal of the Supervisory Board to reappoint Mr W.C.J. Angenent as a member of the Supervisory Board for a period of two years, taking into account a 12 year maximum term of service on the Supervisory Board.

On 9 October 2007, Mr Laan resigned as a member of the Supervisory Board. His resignation, which was originally scheduled for April 2008, was brought forward for personal reasons. Having been a member of the Supervisory Board for almost a decade, the Supervisory Board is very grateful for Mr Laan’s long term contribution to the Group.

The retirement schedule of the members of the Supervisory Board is currently as follows:

Proposals for (re)appointment to the Supervisory Board are considered on the basis of the profile as referred on this page. Members of the Supervisory Board receive training for their function when and where appropriate.