The Shareholders' Meeting
00 Ahold ANNUAL REPORT 2002 17
BOARD GOVERNANCE HIGHLIGHTS OPERATING REVIEW FINANCIAL INVESTOR REL AT IONS
Board Committees
The Supervisory Board has established the following committees:
Audit Committee
The Audit Committee comprises a minimum of three Supervisory Board members and meets at least four times a year.
The members are Jan Hommen (chairman), Henny de Ruiter, Lodewijk de Vink and Roland Fahlin. It reviews the overall
risk management and control environment, financial reporting arrangements and standards of business conduct.
Nomination Committee
The Nomination Committee comprises a minimum of three Supervisory Board members and Ahold's CEO and meets at
least once a year. The members are Henny de Ruiter (chairman), Sir Michael Perry, Karel Vuursteen and Anders Moberg.
It recommends candidates for the positions of Corporate Executive and Supervisory Boards members.
Remuneration Committee
The Remuneration Committee comprises three Supervisory Board members and Ahold's CEO and meets at least twice a
year. The members are Henny de Ruiter (chairman), Sir Michael Perry, Karel Vuursteen and Anders Moberg. It reviews
executive remuneration and is responsible for the executive share option plans.
The shareholders exercise their rights through the Shareholders' Meeting. Each fiscal year, in June at the latest, an annual
shareholders' meeting must be convened, although additional extraordinary shareholders' meetings may also be held. The
annual meeting passes resolutions on the appropriation of profits and declaration of dividends proposed by the Corporate
Executive Board. Like the Supervisory Board, the Shareholders' Meeting has no influence on the day-to-day business
management of the company.
The Corporate Executive Board must obtain the approval of the Shareholders' Meeting for certain matters relating to
Ahold's legal and capital structure. These include amendments to the Articles of Association and the dissolution of the
company as well as the repurchase of outstanding shares. Shareholder approval is also necessary if additional shares are
issued and existing shareholders' pre-emptive rights are to be limited or excluded in connection with a new share issuance,
except where this authority has been delegated to the Corporate Executive Board. The Corporate Executive Board has been
designated by the Shareholders' Meeting as the corporate body authorized to issue common shares and to restrict or exclude
the pre-emptive rights of holders of common shares through the date of the annual Shareholders' Meeting to be held in
2004.
Shareholders' Meetings are held in the municipalities of Zaanstad, Amsterdam, The Hague, Rotterdam, Utrecht,
Amersfoort or Haarlemmermeer.
In order to be entitled to attend and vote at Shareholders' Meetings one must be a shareholder on a record date, which
may be set by the Corporate Executive Board and must not be more than 7 days before the meeting. In addition, within
the time specified in the notice calling the meeting:
- Shareholders with registered shares must advise Ahold in writing that they intend to attend; or
- Shareholders with bearer shares must deposit their share certificates at the place specified in the notice.
Resolutions are usually adopted at Shareholders' Meetings by the majority of votes cast, unless there are other
requirements under the law or Ahold's articles.
According to Ahold's articles of association, shareholders who together represent at least 10% of the issued capital
can request Extraordinary Shareholders' Meetings to be called to address specific subjects. In addition, the articles of
association provide that shareholders may propose subjects to be included in the agenda for a Shareholders' Meeting if
they individually or together hold 1% of the issued capital.
Shareholders must submit such a request at least sixty days before the date of the Shareholders' Meeting, and it will be
honored unless, in the opinion of the Corporate Executive Board and the Supervisory Board, it would prejudice important
interests of the company.
