Ahold Annual Report 2003
Corporate Governance
13
of one or more persons made by the board of the
Administratiekantoor. However, the general meeting
of depositary receipt holders 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 depositary
receipts issued. As of April 15, 2004, the members
of the board of the Administratiekantoor were:
A Members: S. Bergsma
J.L. Bouma
B Member: C.W.H. Brüggemann
C Member: H.H. Schotanus a Steringa Idzerda
Holders of depositary receipts can obtain proxies from
the Administratiekantoor.
Holders of American Depositary Receipts (ADRs)
Holders of ADRs will receive notice from the depositary
for our ADR facility (the "Depositary") whenever the
Depositary receives notice of a General Meeting of
Shareholders or solicitation of consents or proxies of
holders of common shares. The Depositary will provide
a statement that the owners of ADRs, as of the close
of business on a specified record date, will be entitled
to instruct the Depositary as to the exercise of any
voting rights represented by the common shares
underlying their ADRs.
Upon the written request of an owner of an ADR,
the Depositary will try, insofar as practicable, to vote
or cause to be voted the number of common shares
represented by the ADRs in accordance with the
instructions set forth in the request. The Depositary
will not vote shares other than in accordance with
such instructions. If the Depositary does not receive
instructions from any owner on or before the date
established by the Depositary for such purpose, the
Depositary will deem the owner to have instructed
the Depositary to give a discretionary proxy to a
person designated by us for such common shares.
The Depositary will then give a discretionary proxy
to that person to vote such common shares.
6. Disclosure Committee
To ensure compliance with the certification requirements
of Sections 302 and 906 of the Sarbanes-Oxley Act, we
formed a Disclosure Committee in November 2002. The
Disclosure Committee consists of various members of
senior management and two members of the Corporate
Executive Board, including the Chief Corporate
Governance Counsel, who is the Committee's chairman.
The Disclosure Committee oversees, in particular, the
collection and analysis of, and works to ensure the
accuracy and completeness of, financial and non-
financial information about us, including our consolidated
subsidiaries, for inclusion in our periodic reports filed with
the U.S. Securities and Exchange Commission (the
"SEC") and our public announcements. The Disclosure
Committee is assisted by two subcommittees with respect
to our annual report and our website, respectively.
7. Code of Professional Conduct and Ethics
Our Corporate Executive Board has adopted a written
Code of Professional Conduct and Ethics that applies
to our Corporate Executive Board, the head of the
Internal Audit Department, the Chief Accounting Officer
and all other persons holding senior positions in our
Corporate Accounting and Reporting Department and
our Treasury Department.
8. Major shareholders
We are not directly or indirectly owned or controlled
by another corporation or by any foreign government.
Except as described under "Cumulative Preferred Shares"
below, we do not know of any arrangements that may,
at a subsequent date, result in a change in our control.
9. Cumulative preferred shares
In March 1989, we entered into an agreement (the
"Option Agreement") with Stichting Ahold Continuïteit
(the "SAC"). The Option Agreement was amended and
restated in April 1994, March 1997, December 2001
and December 2003. Pursuant to the Option Agreement,
SAC was granted an option for no consideration to
acquire from us, from time to time until December
2018, cumulative preferred shares up to a total par
value that is equal to the total par value of all issued
and outstanding shares of our capital stock, excluding
cumulative preferred shares, at the time of exercising
the option. The Option Agreement provides for an
increase of the total par value of cumulative preferred
shares under option, taking into account the new,
increased authorized share capital. The holders
of the cumulative preferred shares are entitled to 2,000
votes per share and a cumulative dividend expressed
as a percentage of the amount called-up and paid-in
on the cumulative preferred shares. The percentage
to be applied is the sum of (1) the average basic
refinancing transaction interest rate as set by the
European Central Bank plus 2.1%, and (2) the average
interest margin as set by the largest credit institution
in The Netherlands based on our balance sheet total
at the end of the most recent year. The minimum
percentage applied is 5.75%. Subject to limited
exceptions, each transfer of cumulative preferred shares
requires the approval of our Corporate Executive Board.
Cumulative preferred shares can only be issued in
registered form. No share certificates are issued for
cumulative preferred shares.
We may stipulate that only 25% of the par value
will be paid upon subscription for cumulative preferred
shares until payment in full is later required by us. SAC
would then only be entitled to a market-based interest
return on its investment. No cumulative preferred shares
have been issued or were outstanding during 2003,
2002 and 2001.
The Option Agreement and the cumulative
preferred shares have certain anti-takeover effects.
The issuance of all authorized cumulative preferred
shares would cause substantial dilution of the
effective voting power of any shareholder, including
