Independence of Supervisory Board members
Conflict of Interest
Committees of the Supervisory Board
SHARES AND SHAREHOLDERS' RIGHTS
Issue of additional shares and pre-emptive rights
The Supervisory Board has decided that the members of the
Supervisory Board must be independent as defined by the
Dutch Corporate Governance Code. However, the Supervisory
Board charter allows for no more than one member not to be
independent as defined by the Dutch Corporate Governance
Code.
Each member of the Supervisory Board shall immediately
report any potential conflict of interest to the chairman of
the Supervisory Board. The member of the Supervisory
Board with such conflict or potential conflict of interest
shall provide the chairman of the Supervisory Board with all
relevant information. The chairman of the Supervisory Board
will determine whether there is a conflict of interest. If a
member of the Supervisory Board has a conflict of interest
with the Company, such member shall not participate in the
discussions and/or decision making process on a subject or
transaction in relation to which such member has a conflict
of interest. In accordance with provision III.6.3 of the
Dutch Corporate Governance Code we report that in 2005
Jan Hommen did not take part in the discussions and
abstained from voting on any matter related to the sale of
three shopping centers in Central Europe to ING Real Estate
in view of his membership of the supervisory board of
ING Groep N.V. and provisions III.6.1 through III.6.3
were complied with. No other conflicts of interest occurred
in 2005.
The Supervisory Board has established the following
committees:
Audit Committee
Among other things, the Audit Committee is responsible
for pre-approving all audit and permitted non-audit services
and for reviewing our overall risk management and control
environment, financial reporting arrangements and
standards of business conduct. The Supervisory Board has
determined that Jan Hommen and Stephanie Shern are the
"Audit Committee Financial Experts" within the meaning of
the Dutch Corporate Governance Code and as defined in
Item 16a of Form 20-F. The Supervisory Board has
determined that each member of the Audit Committee is
"independent" as set forth in Rule 10A-3 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")
and as required by Section 303A.06 of the NYSE Listed
Company Manual.
Selection and Appointment Committee
The Selection and Appointment Committee makes
recommendations to the Supervisory Board regarding
candidates for service on the Corporate Executive Board and
the Supervisory Board.
Remuneration Committee
The Remuneration Committee reviews executive
remuneration and recommends remuneration policies for
the Corporate Executive Board to be adopted by the General
Meeting of Shareholders. For a report on remuneration and
the activities of the Remuneration Committee, see the
"Remuneration" section of this annual report.
The following charters can be found in the corporate
governance section of our website at www.ahold.com: the
Supervisory Board charter, the Audit Committee charter,
the Remuneration Committee charter and the Selection
and Appointment Committee charter.
For details on the number of outstanding shares, see
Note 23 to our consolidated financial statements included
in this annual report. For details on listings, share
performance, and dividend policy with respect to our
common shares, see the "Investor relations" section of
this annual report.
Shares may be issued pursuant to a resolution of the
General Meeting of Shareholders upon a proposal of the
Corporate Executive Board and subject to the approval of
the Supervisory Board. The General Meeting of Shareholders
may delegate by resolution this authority to the Corporate
Executive Board for a period not exceeding five years.
A resolution of the General Meeting of Shareholders to issue
shares or to authorize the Corporate Executive Board to do
so is subject also to the approval of each class of shares
whose rights would be adversely affected by the proposed
issuance or delegation. The General Meeting of Shareholders
has delegated this authority to the Corporate Executive
Board, subject to the approval of the Supervisory Board
through November 18, 2006 with respect to the issuance
and/or granting of rights to acquire common shares up to a
maximum of 10% of the outstanding common shares to be
increased by up to 10% in case of mergers or acquisitions.
Holders of common shares have a pre-emptive right to
purchase common shares upon the issue of new common
shares in proportion to the aggregate amount of their
existing holdings of our common shares. According to our
Articles of Association, this pre-emptive right does not apply
in respect of any issuance of shares to employees of Ahold.
The General Meeting of Shareholders may resolve to restrict
or exclude pre-emptive rights. The General Meeting of
AHOLD ANNUAL REPORT 2005 31
