Corporate Governance
Part II: Corporate Governance Provisions
10
Ahold Annual Report 2003
Corporate Governance
Set forth below are the various corporate governance
provisions by which we are governed.
1. Our shareholders
The shareholders exercise their rights through the
annual General Meeting of Shareholders. Such meetings
are held in The Netherlands in the municipalities of
Zaanstad, Amsterdam, The Hague, Rotterdam, Utrecht,
Amersfoort or Haarlemmermeer.
Each year, in June at the latest, we must convene
an annual General Meeting of Shareholders, although
additional extraordinary General Meetings of
Shareholders may be convened at any time by the
Supervisory Board, the Corporate Executive Board,
or by shareholders representing at least 10% of our
issued and outstanding share capital. The agenda
for the annual General Meeting of Shareholders must
contain certain matters as specified in our Articles of
Association and under Dutch law, including, among
others, the consideration of the annual report and
the annual accounts, the adoption of the annual
accounts, allocation of profits in so far this is at the
disposal of the General Meeting of Shareholders, the
proposal to pay a dividend, if applicable, discussion of
each substantial change in the corporate governance
structure of the Company and, if applicable, the
proposal to (re-)appoint the auditor. The agenda for
the General Meeting of Shareholders for 2004 will
contain a proposal for the appointment of the auditor
to audit the 2004 annual accounts.
Resolutions are adopted at our General Meetings
of Shareholders by a majority of the votes exercised,
unless a different majority of votes or quorum is required
by Dutch law or our Articles of Association. Proposals
made by shareholders representing at least 1% of our
issued share capital, or whose shares represent a market
value of at least EUR 50 million, generally are approved
if they receive the affirmative vote of a majority of votes
representing at least one-third of our issued share capital.
Members of the Corporate Executive Board and
members of the Supervisory Board may attend a General
Meeting of Shareholders but they have only an advisory
vote and accordingly have an advisory role. The chairman
of the General Meeting also may decide to admit other
persons to a General Meeting of Shareholders.
Proposals for matters to be included in the agenda
for the General Meeting of Shareholders must be
submitted at least 60 days before the date of the General
Meeting. We may, however, refrain from including a matter
on the agenda if this would prejudice our vital interests.
Our Corporate Executive Board must obtain the
approval of the General Meeting of Shareholders for
certain matters relating to our legal and capital structure,
including amendments to our Articles of Association,
our dissolution and the repurchase of our outstanding
shares. Shareholder approval is also necessary if
existing shareholders' pre-emptive rights are to be
excluded or restricted in connection with a new share
issuance.
2. Supervisory Board
Our Supervisory Board supervises the policies of our
Corporate Executive Board and the general course of
our affairs and business operations. In performing their
duties, members of our Supervisory Board must act in
the best interest of our Company and its stakeholders.
Our Articles of Association require the approval of
the Supervisory Board for certain major actions proposed
to be taken by our Corporate Executive Board, including:
the issuance of shares;
acquisitions, redemptions, repurchases of our
shares and any reduction in our issued and
outstanding capital; and
the allocation of duties within the Corporate
Executive Board and the adoption or amendment
of the rules of the Corporate Executive Board.
Our Supervisory Board determines the number of its
members, who are appointed by our shareholders at the
General Meeting. The shareholder votes required to
elect a new member of the Supervisory Board depends
on whether the candidate is nominated by the
Supervisory Board or by another party. If our Supervisory
Board nominates the candidate for the Supervisory
Board, the candidate must receive the affirmative vote
of a majority of the votes exercised at the General
Meeting to be elected. A resolution to fill a vacancy
on the Supervisory Board that is not made by the
Supervisory Board requires the affirmative vote of a
majority of the votes exercised at the General Meeting
representing at least one-third of our issued share
capital. If such majority does not represent at least
one-third of our issued share capital, then a second
meeting will be held. In the second meeting, the
resolution to appoint a member of the Supervisory
Board may be passed by a majority of the votes
exercised at the meeting, regardless of the number
of shares represented at such meeting.
Members of the Supervisory Board are appointed
for a term of four years. Upon expiration of this term a
member may be re-appointed immediately, but may not
serve longer than a total of 12 consecutive years on the
Board. Our Articles of Association no longer impose an
age limit for Supervisory Board members.
Composition of the Supervisory Board
On March 3, 2004, our shareholders were informed
on the adoption of rules governing the composition
and responsibilities of the Supervisory Board.
The composition of the Supervisory Board must
be such that the combined experience, expertise
and independence of its members enable the
Supervisory Board to best carry out its responsibilities.
Specifically, members of our Supervisory Board are
selected and recommended according to the following
selection criteria:
background, education and training;
experience;
skills; and
independence.
