Corporate governance Koninklijke Ahold N.V. is the parent company of the Ahold group. It was founded in 1887 and incorporated as a limited liability company under Dutch law on April 29, 1920. Ahold's common shares are listed on Euronext Amsterdam and its American depositary receipts are listed on the NYSE. For a list of significant subsidiaries, see Note 36 to the consolidated financial statements in this Annual Report. As a Dutch listed company Ahold is required to comply with the Dutch Corporate Governance Code either by applying its provisions or explaining why it deviates from any provision. Ahold shareholders gave their consent to all the proposed changes aimed at compliance with the Dutch Corporate Governance Code during an Extraordinary General Meeting of Shareholders on March 3, 2004. As a result of Ahold's listing on the NYSE the Company is required to comply with applicable U.S. securities regulations and the listing standards of the NYSE to the extent that they apply to non U.S. companies. Ahold continues to seek ways to improve its corporate governance by measuring itself against international best practice, primarily in the Netherlands and the United States. As a Dutch company governed by Dutch law, Ahold follows corporate governance practices that may differ from the practices followed by U.S. domestic companies under NYSE listing standards. A summary of the significant differences in corporate governance practices that Ahold follows under Dutch law and NYSE listing standards followed by U.S. domestic companies is published in the corporate governance section of the Company's website at www.ahold.com. On December 22, 2006 Ahold completed the delisting of the Company's shares on the Zurich Stock Exchange. Continental structure Ahold's structure is based on two continental platforms, Ahold USA and Ahold Europe, headed by continental COOs. This enables the Company to execute its strategy more effectively as a group. Each continental platform contains several operating companies made up of one or more banners. Certain Corporate Center activities in which there is the most opportunity to leverage continental capabilities will now be carried out at a continental level. The COOs will lead these activities in the areas of Finance, Human Resources, Information Technology and Legal in each of the continental platforms. The following diagram shows the governance structure of Ahold and its businesses. A list of subsidiaries, joint ventures and associates is included in Note 36 to the consolidated financial statements in this Annual Report. Remuneration Committee Audit Committee Selection and Appointment Committee Supervisory Board Corporate Executive Board Corporate Center General Meeting of Shareholders Continental platforms Operating Companies Banners Ahold USA Giant- Carlisle/Tops Stop Shop/Giant- Landover U.S. Foodservice* Giant [Carlisle] Stop Shop U.S. Foodservice Tops* Giant [Landover] Peapod Ahold Europe Albert Heijn Albert/ Hypernova Albert Heijn Albert ETOS Hypernova Gall Gall Albert.nl Schuitema C-1000 ICA ICA RIMI JMR* Feira Nova Pingo Doce Pending divestment Unconsolidated joint venture 22 Ahold Annual Report 2006

Jaarverslagen | 2006 | | pagina 77