Corporate Governance
Corporate Executive Board
Supervisory Board
Ahold is a company governed by three statutory bodies: the Corporate Executive Board, the Supervisory Board
and the Shareholders' Meeting.
The Corporate Executive Board is responsible for the management of Ahold's business. The Corporate Executive Board
must consist of at least three members or two members and a deputy member. With due observance of this minimum
number, the Supervisory Board determines the number of members and deputy members of the Corporate Executive Board.
The Shareholders' Meeting is entitled to appoint members of the Corporate Executive Board. The Supervisory Board may
make a binding proposal for candidates to fill a vacancy on the Corporate Executive Board, such that for each appointment
a choice can be made from at least two persons. However, the Shareholders' Meeting may at all times overrule the binding
nature of such a proposal by a resolution adopted by at least a two-thirds majority of the votes cast, if such majority
represents more than half the issued share capital.
The Shareholders' Meeting is entitled to temporarily suspend or dismiss a member or a deputy member of the Corporate
Executive Board by a resolution adopted by at least a two-thirds majority of the votes cast, if such majority represents
more than half the issued share capital unless the suspension or dismissal has been proposed by the Supervisory Board, in
which case adoption of the resolution requires only a simple majority of the votes cast.
The Supervisory Board supervises the policies of the Corporate Executive Board, as well as the general course of affairs of
Ahold and its business. In performing their duties, members of the Supervisory Board must consider the interests of Ahold
and its business.
The approval of the Supervisory Board is required for certain resolutions of the Corporate Executive Board. In addition, the
Supervisory Board is entitled to determine that certain other resolutions of the Corporate Executive Board are subject to its
approval. To date the Supervisory Board has not made such a determination.
The Shareholders' Meeting is entitled to appoint members of the Supervisory Board. The Supervisory Board determines the
number of members of the Supervisory Board. Only natural persons can be members of the Supervisory Board. Members
are appointed for a term of four years.
The Supervisory Board may make a binding proposal for candidates to fill a vacancy on the Supervisory Board, such that
for each appointment a choice can be made from at least two persons. However, the Shareholders' Meeting may at all
times overrule the binding nature of such a proposal by a resolution adopted by at least a two-thirds majority of the votes
cast, if such a majority represents more than half the issued share capital.
The Shareholders' Meeting is entitled to temporarily suspend or dismiss members of the Supervisory Board by a resolution
adopted by at least a two-thirds majority of the votes cast, if such majority represents more than half the issued share
capital, unless the proposal to suspend or dismiss is made by the Supervisory Board, in which case the adoption of the
resolution requires only a simple majority of the votes cast.
In accordance with article 21.4 of the Articles of Association, a member of the Supervisory Board must retire on the date
of the Annual Shareholders' Meeting held in the fiscal year in which he or she reaches the age of 72. Pursuant to new
legislation effective as of April 23, 2002, the requirement of an age limit has been removed from the Dutch Civil Code.
According to the explanatory memorandum to this legislation an age limit is only permitted if objective conditions are set
for its application. Ahold intends to propose at the next Shareholders' Meeting that the articles of association be amended
to remove the age limit.
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