Corporate Governance
Committee reviews executive remuneration and among
others is responsible for the executive share option plans
and prepares proposals regarding remuneration policies
for the Corporate Executive Board to be adopted by the
General Meeting of Shareholders.
12
Ahold Annual Report 2003
Corporate Governance
4. Corporate Executive Board
Our Corporate Executive Board is responsible for
the management of Ahold. The Corporate Executive
Board must consist of at least three members and
operates under the supervision of our Supervisory
Board. The General Meeting of Shareholders is entitled
to appoint, temporarily suspend and dismiss members
of our Corporate Executive Board. Our Supervisory
Board also may nominate a candidate to fill a vacancy
on our Corporate Executive Board and may appoint,
from the members, the chairman of the Corporate
Executive Board. The shareholder vote required
to elect a new member of the Corporate Executive
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
Corporate Executive Board, the candidate must receive
the affirmative vote of a majority of the votes exercised
to be elected. A resolution to fill a vacancy on the
Corporate Executive Board that is not made by the
Supervisory Board requires the affirmative vote of a
majority of votes 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 Corporate
Executive Board may be passed by a majority of the
votes exercised at that meeting, regardless of the
number of shares represented at such meeting.
Members of the Corporate Executive Board
are appointed for a term of four years and may be
re-appointed for a term of no more than four years
at a time.
A resolution to suspend or dismiss a member
of our Corporate Executive Board proposed by our
Supervisory Board requires the approval of a majority
of the votes exercised by the General Meeting of
Shareholders. The General Meeting of Shareholders
is also entitled to resolve to temporarily suspend or
dismiss a member of our Corporate Executive Board
on a proposal made by one or more shareholders
in accordance with our Articles of Association by a
resolution adopted by a majority of the votes exercised,
if such majority represents at least one-third of the
issued share capital at the meeting of the shareholders.
If this qualified majority is not achieved, but a majority
of exercised votes did vote in favor of the resolution,
then a second meeting will be held. At the second
meeting, only a majority of the votes exercised,
regardless of the number of shares represented at the
meeting, is required to adopt the resolution.
5. Voting rights
Each of our common shares is entitled to one vote.
Holders of depositary receipts with respect to our
preferred financing shares may attend the General
Meeting of Shareholders. The voting rights on the
underlying shares may be exercised by the Stichting
Administratiekantoor Preferente Financierings Aandelen
Ahold (the "Administratiekantoor") (described below).
Subject to certain exceptions provided by Dutch
law or our Articles of Association, resolutions are passed
by a majority of the votes cast. A resolution to amend
the Articles of Association that would change the rights
vested in the holders of shares of a particular class
requires the prior approval of a meeting of that particular
class. A resolution to dissolve the Company may be
adopted by the General Meeting of Shareholders on a
proposal of the Corporate Executive Board made with
the approval of the Supervisory Board. Any proposed
resolution to wind up the Company must be disclosed
in the notice calling for such General Meeting of
Shareholders at which that proposal is to be considered.
No votes may be cast at a General Meeting of
Shareholders in respect of shares that are held by us
or any of our subsidiaries. Such shares are not taken
into account for the purpose of determining how many
shareholders are voting and are represented, or how
much of the share capital is represented at a General
Meeting of Shareholders.
There are no limitations, either under Dutch
law or in our Articles of Association, on the right of
non-residents of The Netherlands or foreign owners
to hold or vote our common shares.
Administratiekantoor
Holders of cumulative preferred financing shares are
entitled to one vote per share and are entitled to vote
on the same matters as the holders of common shares.
All outstanding preferred financing shares have been
issued to the Administratiekantoor, a non-membership
organization organized under the laws of The
Netherlands. The purpose of the Administratiekantoor
is, among other things, to acquire and hold preferred
financing shares against the issue of depositary receipts,
as well as to exercise all voting rights attached to these
shares. Pursuant to its Articles of Association, the board
of the Administratiekantoor consists of five members:
three A members, one B member and one C member.
It is intended to appoint Mr. W.A. Koudijs as a new
A member in 2004. The board itself appoints persons to
vacancies for the A positions. The B member is appointed
by our General Meeting of Shareholders on the basis of a
binding proposal of one or more persons made by the
board of the Administratiekantoor. However, the General
Meeting of Shareholders may at all times overrule the
binding nature of such a proposal by a resolution adopted
by at least two-thirds of the votes cast, if such majority
represents more than half of the issued share capital.
The C member is appointed by the general meeting
of the holders of depositary receipts issued by the
Administratiekantoor on the basis of a binding proposal
