Committees of the Supervisory Board
The Supervisory Board has established three permanent
committees to which certain tasks are assigned, the
composition of which is reflected in the following table.
Selection and
Audit Remuneration Appointment
Committee Committee Committee
René Dahan, Chairman
Jan Hommen, Vice-Chairman
Karen de Segundo
Derk Doijer
Myra Hart
Stephanie Shern
Judith Sprieser
Chairman
Member
Member
Member
Chairman
Member
Chairman Member
Member Member
Member
Member
Audit Committee
The Audit Committee assists the Supervisory Board in its
responsibilities to oversee Ahold's financing, financial
statements, financial reporting process and system of
internal business controls and risk management.
The members of the Corporate Executive Board, the Chief
Internal Audit Officer and the external auditor are invited
to the Audit Committee meetings. Other members of senior
staff are invited when the Audit Committee finds it necessary
or appropriate. The Audit Committee determines how the
external auditor should be involved in the content and
publication of financial reports other than the annual
accounts. The Corporate Executive Board and the Audit
Committee report their dealings with the external auditor to
the Supervisory Board on an annual basis, including the
auditor's independence in particular. The Supervisory Board
takes this into account when deciding its nomination for the
appointment of an external auditor, to be submitted to the
General Meeting of Shareholders.
In 2006 the Audit Committee had six meetings and five
conference calls.
Throughout the year the Audit Committee closely monitored
the progress of the financial closing process, the steps taken
to address the material weaknesses, which were cited in
the Company's 2004 Annual Report and which, as stated in
its 2005 Annual Report, no longer exist, and the Company's
efforts to improve and strengthen its internal controls and
the functioning of the internal audit department. During
all Audit Committee meetings updates were provided on
internal controls and the status of the project to comply with
the requirements of Section 404 of the Sarbanes-Oxley Act
as of December 31, 2006. The Audit Committee was
informed regularly on litigation and the related exposure.
The Audit Committee reviewed and received regular updates
on the whistleblower program and reviewed the calculations
of the annual bonus program.
Further subjects of the meetings were the review of quarterly
earnings press releases and interim financial statements,
as well as the Annual Report and financial statements 2005;
the review and approval of the internal and external audit
plan; review and discussions on the findings in the internal
audit letter and the management letter of the external
auditor; updates on the IT organization and IT security,
the Company's finance structure, the treasury department,
pensions, guarantees, enterprise risk management, and
insurance and reappointment of the external auditor.
At the end of the regular meetings, the Audit Committee
had several individual meetings with the CEO, CFO, Chief
Internal Audit Officer and external auditor.
Conference calls were scheduled to approve the release
of the quarterly trading statements.
The Audit Committee and the Supervisory Board assessed
the independence and performance of the external auditor
within the various entities and in the different capacities in
which the external auditor acts. For that purpose the Audit
Committee pre-approved the fees for audit and permitted
non-audit services to be performed by external auditors
as negotiated by the Corporate Executive Board. The Audit
Committee and the external auditor reviewed the internal
audit plan. The Audit Committee also extensively reviewed
its functioning as a whole as well as the functioning of its
individual members.
The composition of the Audit Committee changed during
2006. Derk Doijer resigned from the Audit Committee to
join the Selection and Appointment Committee and Judith
Sprieser was appointed to the Audit Committee in May 2006.
The Supervisory Board has determined that Jan Hommen
and Stephanie Shern are the "Audit Committee Financial
Experts" within the meaning of the Dutch Corporate
Ahold Annual Report 2006 17
