Corporate governance
DISCLOSURE AND COMPLIANCE COMMITTEE
SUPERVISORY BOARD
Appointment
The charter for the Corporate Executive Board can be found
in the corporate governance section of our website at www.
ahold.com.
The Disclosure and Compliance Committee oversees the
collection and analysis of financial and non-financial
information, both for us and for our consolidated
subsidiaries. The Committee works to ensure that this
information is complete and accurate. The Committee
checks this information prior to its inclusion in periodic SEC
reports, annual reports and disclosures made to the public
or the financial community throughout the year. Three
subcommittees, one co-ordinating the annual report process,
a second overseeing our internal and external websites and
a third monitoring our global information security, assist the
Disclosure and Compliance Committee. The Committee also
assists the Corporate Executive Board in ensuring that Ahold
has effective policies and procedures in place to promote
compliance with applicable laws, regulations and Ahold's
Global Code of Professional Conduct and Ethics.
Ahold's Global Code of Professional Conduct and Ethics is
available in the corporate governance section of our website
at www.ahold.com and applies to all of our employees above
a certain job grade level, including our principal executive
officer, principal financial officer, principal accounting
officer and persons performing similar functions.
AHOLD LEADERSHIP TEAM
The Ahold Leadership Team aligns group strategy and
operational initiatives and advises the Corporate Executive
Board in these areas. The members of the Corporate
Executive Board, the CEOs of the Stop Shop/Giant-
Landover, Giant-Carlisle/Tops, Albert Heijn and Central
Europe arenas, ICA AB and U.S. Foodservice, as well as
our Chief Business Support Officer and our Chief Human
Resources Officer, are all members of the Ahold Leadership
Team.
The Supervisory Board is responsible for supervising the
policy of the Corporate Executive Board, the general course
of affairs of the Company and the enterprise connected with
it. 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 its own
performance.
Our Articles of Association require the approval of the
Supervisory Board for certain major resolutions proposed
to be taken by our Corporate Executive Board, including:
issuing shares;
acquisitions, redemptions, repurchases of our shares and
any reduction in our issued and outstanding capital;
allocating duties within the Corporate Executive Board
and the adoption or amendment of the charter of the
Corporate Executive Board; and
significant changes in the identity or the nature of the
Company or its enterprise.
Our Supervisory Board determines the number of its own
members. Following a proposal made by the Supervisory
Board to appoint, suspend or dismiss a Supervisory Board
member, an absolute majority of votes cast at the General
Meeting of Shareholders is required to approve such a
proposal. If another party makes the proposal, an absolute
majority of votes cast, representing at least one-third of the
issued share capital, is required to appoint, suspend or
dismiss a Supervisory Board member. If this qualified
majority is not achieved but a majority of the votes exercised
was in favor of the proposal, then a second meeting may be
held. In the second meeting, only a majority of votes
exercised, regardless of the number of shares represented
at the meeting is required to adopt the proposal to appoint,
suspend or dismiss a Supervisory Board member.
A Supervisory Board member is appointed for a four-year
term and is eligible for reappointment. However, a
Supervisory Board member may not serve for more than
12 years.
The composition of our Supervisory Board must be such
that the combined experience, expertise and independence
of its members best enables the Supervisory Board to carry
out its responsibilities. As we are an international retailer,
the charter of the Supervisory Board provides that the
composition of the Supervisory Board should preferably
reflect knowledge of European and American market
conditions, financial institutions and corporate governance.
If a Supervisory Board member is concurrently a member
of another company's supervisory board, the charter of our
Supervisory Board states that the main duties arising from
and/or the number and nature of the memberships on any
other company's supervisory board must not conflict or
interfere with that person's duties as a member of our
Supervisory Board. The same applies to the number of non-
Ahold supervisory board memberships that person may hold.
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