Supervisory Board report
CHANGES TO THE COMPOSITION OF THE
SUPERVISORY BOARD
INDUCTION
analysis" in this annual report for a further description of
the strategy.) Other topics discussed were IT strategy, IT
outsourcing agreements and next generation sourcing.
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
analysis" in this annual report for a further description of
the strategy.) Other topics discussed were IT strategy, IT
outsourcing agreements and next generation sourcing.
The Supervisory Board was regularly updated on the major
legal proceedings and held a special meeting to approve
the settlement in the securities class action. Mainly through
the Audit Committee, regular updates were provided on
the operation of the internal control and risk management
systems and corporate governance with a focus on
compliance with the Dutch Corporate Governance Code and
the project to comply with the requirements of Section 404
of the Sarbanes Oxley Act as of December 31, 2006. Reports
from the whistleblower procedure and the necessary follow-up
were addressed. The quarterly results and press releases were
discussed and the budget 2006 was approved. The agenda
for the annual General Meeting of Shareholders on May 18,
2005 as well as the annual report 2004 were approved.
The Supervisory Board discussed management development,
succession and remuneration policy, as well as the
individual compensation of Corporate Executive Board
members. Nominations for new Supervisory Board members
appointed on May 18, 2005 were approved. The nomination
of the CFO and a new Supervisory Board member for
appointment at the annual General Meeting of Shareholders
on May 18, 2006 were approved.
One private meeting was dedicated to self-assessment and
assessment of the performance of the Corporate Executive
Board and its individual members. As part of the self-
assessment the profile and composition of the Supervisory
Board and its committees were discussed.
There were several changes to the composition of our
Supervisory Board in 2005.
Dr. Cynthia Schneider and Lodewijk de Vink retired at the
General Meeting of Shareholders on May 18, 2005, which
marked the end of their respective terms.
As announced in August 2004, Karel Vuursteen retired as
member of the Supervisory Board at the General Meeting of
Shareholders on May 18, 2005 because of personal
circumstances.
The Supervisory Board is grateful for the dedication and
wisdom with which these members have fulfilled their tasks
in the years they served in the Supervisory Board.
Derk Doijer was appointed to the Supervisory Board at the
General Meeting of Shareholders on May 18, 2005.
He is serving as Chairman of the Remuneration Committee
and member of the Audit Committee.
Professor Myra Hart was appointed to the Supervisory Board
as of May 18, 2005. She is a member of the Remuneration
Committee and the Selection and Appointment Committee.
Stephanie Shern was appointed to the Supervisory Board as
of May 18, 2005. She is a member of the Audit Committee
and the Remuneration Committee.
Benno Hoogendoorn was appointed to the Supervisory Board
as of May 18, 2005. The Supervisory Board regrets that
Benno Hoogendoorn, for medical reasons, resigned on
September 29, 2005 as member of the Supervisory Board,
member of the Selection and Appointment Committee and
Chairman of the Remuneration Committee.
The members that joined the Supervisory Board in 2005
attended a full-day induction program at our offices in
Zaandam or Amsterdam. Senior management briefed the
members of the Supervisory Board on their responsibilities
as members of the Supervisory Board and the financial, legal
and reporting affairs of the Company and its businesses.
Members of the Supervisory Board visited several arenas and
other parts of the business during the year.
No Supervisory Board member was frequently absent from
the meetings. The Supervisory Board confirms that as of
March 28, 2006 all Supervisory Board members are
independent within the meaning of provision III.2.2 of the
Dutch Corporate Governance Code and the applicable U.S.
securities regulations and NYSE listing standards.
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