Supervisory Board report
In accordance with Dutch law and our Articles of Association the Supervisory Board
is an independent corporate body responsible for supervising the management of the
Corporate Executive Board and the general course of affairs of the Company and the
enterprise connected with it. In addition, the Supervisory Board assists the Corporate
Executive Board with advice. The Supervisory Board is guided by the interests of
the Company and the enterprise connected with it and must take into account the
relevant interests of all those involved in the Company. The Supervisory Board is
responsible for assessing its own performance.
ACTIVITIES OF THE SUPERVISORY BOARD
Major decisions of the Corporate Executive Board require the
approval of the Supervisory Board, including:
issuing shares and acquisitions, redemptions, repurchases
of our shares and any reduction in our issued and
outstanding share capital;
allocating duties within the Corporate Executive Board
and the adoption or amendment of the charter of the
Corporate Executive Board;
significant changes in the identity or the nature of the
Company or its enterprise.
Further the Corporate Executive Board must submit for
approval to the Supervisory Board:
the operational and financial objectives of the Company;
the strategy designed to achieve those objectives; and
the parameters to be applied in relation to the strategy,
for example in respect of financial ratios.
The Supervisory Board meets at least six times a year. In
practice six times a year two days are scheduled during
which one or two Supervisory Board meetings and one Audit
Committee meeting are held. At least at three of these
occasions a Remuneration Committee meeting and a
Selection and Appointment Committee meeting are
scheduled. In addition the Supervisory Board meets once a
year before the annual General Meeting of Shareholders and
if necessary further meetings or conference calls are held.
Twice a year the meetings are held in the United States at
one of our U.S. companies. The intention is to also hold a
meeting in at least one other arena each year.
Most Supervisory Board meetings are attended by the
members of the Corporate Executive Board. The Supervisory
Board may also hold meetings with the CEO only or private
meetings with Supervisory Board members only. Once a year
in a private meeting the Supervisory Board assesses its own
performance, that of its committees and its individual
members, as well as the performance of the Corporate
Executive Board and its individual members. If appropriate,
the outcome is discussed with the CEO and the other
members of the Corporate Executive Board. When necessary,
the Chairman and other members of the Supervisory Board
have contact with the CEO and other members of the
Corporate Executive Board outside the scheduled meetings
of the Supervisory Board.
In 2005 the Supervisory Board held fourteen meetings, of
which thirteen took place on six occasions of two
subsequent days. Two Supervisory Board meetings were held
in Charlotte, North Carolina during a two day visit in June,
one of which was dedicated to an update and review of U.S.
Foodservice. Two meetings were held at Stop Shop in
Quincy, Massachusetts in October, one of which was
dedicated to an update and review of our U.S. retail
companies. In another meeting there was a specific update
on the repositioning program at Albert Heijn. The
Supervisory Board is regularly updated and consulted on the
general status of the affairs of the Company. In addition to
the regular updates on strategy and related topics, one of
the Supervisory Board meetings in August was dedicated to
the Ahold group strategy.
The Supervisory Board focused on the execution and
progress of the Road to Recovery strategy. Approval was
given to the reorganization of U.S. Foodservice into two
operating companies, each focused on a specific customer
segment. One for the "broadline" business and one for the
"multi-unit" business. (See "Management's discussion
AHOLD ANNUAL REPORT 2005 19
