Auditor
COMPLIANCE WITH DUTCH CORPORATE
GOVERNANCE CODE
dividends over the current dividend period until the
date of payment of liquidation proceeds;
3. to the holders of common shares, the nominal amount
of these shares, as well as their proportional share in
the common shares share premium account; and
4. holders of the 120 outstanding founders' certificates
will receive 10% of the balance remaining after the
distributions mentioned above have been made and
after the amounts of the general reserves and profit
reserves created since December 31, 1961 have been
deducted in accordance with our Articles of Association.
The balance remaining after all of the above distributions
shall be for the benefit of the holders of our common shares
in proportion to the aggregate nominal value of common
shares held by each of them.
The General Meeting of Shareholders appoints the external
auditor. The Audit Committee recommends the external
auditor to be proposed for approval by the General Meeting
of Shareholders. In addition, the Audit Committee evaluates
and, where appropriate, recommends the replacement of the
external auditors. The Audit Committee also pre-approves
the fees for audit and permitted non-audit services to be
performed by the external auditors as negotiated by the
Corporate Executive Board. The Audit Committee shall not
approve the engagement of the external auditors to render
non-audit services prohibited by applicable laws and
regulations or that would compromise their independence.
On June 2, 2004, the General Meeting of Shareholders
appointed Deloitte Accountants B.V. as external auditor for
the Company for the fiscal years 2004 and 2005.
We apply all of the relevant provisions of the Dutch
Corporate Governance Code, with the following exceptions:
We require Corporate Executive Board members to keep
shares obtained under a long-term incentive plan for three
years after vesting, instead of the five years recommended
by the Dutch Corporate Governance Code in best practice
principle II.2.3. This exception is included in the
remuneration policy adopted by the General Meeting of
Shareholders on March 3, 2004.
The Vice-Chairman of our Supervisory Board, Jan
Hommen, has accepted chairmanships and memberships
of supervisory boards of several Dutch listed companies.
Following the calculation method of the Dutch Corporate
Governance Code in best practice principle III.3.4, he
is deemed to hold six memberships instead of the
recommended maximum of five. This exception is caused
by unforeseen circumstances and Mr. Hommen will
resolve this in due course.
AHOLD ANNUAL REPORT 2005 35
