Supervisory Board report
Attendance, independence
Remuneration
Meetings of the Supervisory Board
The Supervisory Board meets at least six times a year.
On each of six occasions in 2006, two days were scheduled
during which one or two Supervisory Board meetings,
one Audit Committee meeting and one Remuneration
Committee meeting were held. At five of these occasions
a Selection and Appointment Committee meeting was held.
In addition, the Supervisory Board met before the annual
General Meeting of Shareholders. Additional meetings
or conference calls were held as deemed necessary.
Except for parts of certain meetings which were restricted
to Supervisory Board members only, the members of the
Corporate Executive Board attended the Supervisory
Board meetings. The external auditor attended the meeting
in which the financial statements and Annual Report 2005
were approved. In March 2006, in a separate private
meeting, the Supervisory Board assessed 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. When
necessary, the Chairman and other members of the
Supervisory Board had contact with the CEO or other
members of the Corporate Executive Board outside the
scheduled meetings of the Supervisory Board.
Activities of the Supervisory Board
The Company's strategy is one of the main areas of focus
for the Supervisory Board. In 2006 the group strategy was
discussed regularly. The Supervisory Board was involved
in and consulted on the initiation of the retail review team in
May 2006 and received regular updates on the progress of
the review. The results of the review and the announcement
thereof on November 6, 2006 were discussed and agreed
with the Supervisory Board.
During 2006 the Supervisory Board agreed to nominate
Dick Boer for appointment to the Corporate Executive Board
and Tom de Swaan for appointment to the Supervisory
Board. The Supervisory Board was informed and consulted
on the changes to the leadership of Ahold's U.S. retail and
Central Europe operating companies.
The Supervisory Board increased its knowledge of the
business through special reviews of the operating
companies. In 2006, meetings were held at offices or
facilities of operating companies in Sweden, the Czech
Republic, the Netherlands, and the United States.
These meetings enabled the Supervisory Board to interact
with senior management of these operating companies
and to enhance its understanding of the culture throughout
the organization.
As part of the reporting process the Supervisory Board
approved the financial statements and Annual Report 2005
and the quarterly earnings press releases and interim
financial statements.
The Supervisory Board was regularly updated and consulted
on the general status of the affairs of the Company and on
major legal proceedings.
The Audit Committee provided regular updates to the
Supervisory Board on the operation of the internal control
and risk management systems and corporate governance,
including an update regarding compliance with the
Dutch Corporate Governance Code and Section 404 of
the Sarbanes-Oxley Act as of December 31, 2006.
The Supervisory Board reviewed reports relating to the
whistleblower procedure, addressed the necessary follow-up
and discussed the risks of the business and the result of
the assessment by the Corporate Executive Board of the
structure and operation of the internal risk management and
control systems, as well as any significant changes thereto.
The Selection and Appointment Committee informed
the Supervisory Board on management development
and succession.
The Remuneration Committee prepared and recommended
the amended remuneration policy, as well as the individual
compensation of Corporate Executive Board members
to the full Supervisory Board where details were discussed
and agreed.
No Supervisory Board member was frequently absent from
the meetings. The Supervisory Board confirms that as of
March 21, 2007 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.
The remuneration of the members of the Supervisory Board
is determined by the General Meeting of Shareholders and
currently the annual remuneration is as follows:
Chairman Supervisory Board
EUR 55,000
Vice-Chairman Supervisory Board
EUR 47,500
Member Supervisory Board
EUR 40,000
Chairman Audit Committee
EUR 10,000
Member Audit Committee
EUR 8,000
Chairman Remuneration Committee,
or Selection and Appointment Committee
EUR 5,000
Member Remuneration Committee,
or Selection and Appointment Committee
EUR 3,000
In addition, for each meeting of the Supervisory Board and
the Audit Committee, each member receives an attendance
fee of EUR 1,250, or EUR 3,000 in case the meeting is held
in a location that requires intercontinental travel from the
residence of a member.
For detailed information on the individual remuneration
of Supervisory Board members, see Note 8 to Ahold's
consolidated financial statements in this Annual Report.
16 Ahold Annual Report 2006
