Corporate governance
Disclosure and Compliance Committee
The Disclosure and Compliance Committee was established
by the Corporate Executive Board and oversees the
collection and analysis of financial and non-financial
information that is required or intended to be publicly
disclosed, both for Ahold and for its subsidiaries.
The Committee works to ensure that this information is
complete, accurate and disclosed in a timely manner.
The Committee reviews this information prior to its inclusion
in periodic SEC reports, annual reports and other disclosures
made to the public or the financial community throughout
the year. Three subcommittees, one coordinating the Annual
Report process, a second overseeing Ahold's internal and
external websites, and a third monitoring the Company's
global information security, assist the Disclosure and
Compliance Committee. The Committee also assists the
Corporate Executive Board in ensuring that Ahold has
effective policies and procedures in place to promote
compliance with applicable laws, regulations, and Ahold's
Global Code of Professional Conduct and Ethics. Ahold's
Global Code of Professional Conduct and Ethics is available
in the corporate governance section of the Company's public
website at www.ahold.com and applies to all employees
above a certain job grade level, including Ahold's CEO, CFO
and principal accounting officer and persons performing
similar functions.
Supervisory Board
The Supervisory Board is responsible for supervising and
advising the Corporate Executive Board and overseeing the
general course of affairs and the strategy of the Company.
The Supervisory Board is guided in its duties by the interests
of Ahold taking into consideration the overall good of the
enterprise and the relevant interests of all those involved
in the Company.
The Supervisory Board is responsible for monitoring and
assessing its own performance.
Ahold's Articles of Association require the approval of the
Supervisory Board for certain major resolutions proposed to
be taken by the Corporate Executive Board, including:
Issuance of shares;
Acquisitions, redemptions, repurchases of shares and any
reduction in issued and outstanding capital;
Allocation of duties within the Corporate Executive Board
and the adoption or amendment of the Corporate
Executive Board Charter; and
Significant changes in the identity or the nature of the
Company or its enterprise.
Appointment
The General Meeting of Shareholders appoints, suspends
or dismisses a Supervisory Board member by an absolute
majority of votes cast, upon a proposal made by the
Supervisory Board. If another party makes the proposal, an
absolute majority of votes cast, representing at least one-
third of the issued share capital, is required. If this qualified
majority is not achieved but a majority of the votes exercised
was in favor of the proposal, then a second meeting may
be held. In the second meeting, only a majority of votes
exercised, regardless of the number of shares represented
at the meeting, is required. A Supervisory Board member
is appointed for a four-year term and is eligible for
reappointment. However, a Supervisory Board member
may not serve for more than 12 years.
Committees of the Supervisory Board
The Supervisory Board has established the following
permanent committees:
Audit Committee
The Audit Committee assists the Supervisory Board in its
responsibilities to oversee financing, financial statements,
the financial reporting process and the system of internal
business controls and risk management. It is also
responsible for pre-approving all audit services and
permitted non-audit services.
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 recommends remuneration
policies for the Corporate Executive Board to be adopted
by the General Meeting of Shareholders, prepares proposals
to the Supervisory Board for remuneration of individual
members of the Corporate Executive Board and advises the
Corporate Executive Board on the level and structure of
compensation for other senior personnel.
The following charters can be found in the corporate
governance section of Ahold's website at www.ahold.com:
the Supervisory Board Charter, the Audit Committee Charter,
the Remuneration Committee Charter and the Selection and
Appointment Committee Charter.
Conflict of interest
Each member of the Supervisory Board is required to
immediately report any potential conflict of interest
to the Chairman of the Supervisory Board and provide him
with all relevant information. Each member of the Corporate
Executive Board is required to immediately report
any potential conflict of interest to the Chairman of the
Supervisory Board and to the other members of the
Corporate Executive Board and provide the Chairman
of the Supervisory Board and the other members of the
Corporate Executive Board with all relevant information.
The Chairman determines whether there is a conflict of
interest. If a member of the Supervisory Board or a member
of the Corporate Executive Board has a conflict of interest
with the Company, the member may not participate in the
discussions and/or decision-making process on a subject
or transaction in relation to the conflict of interest. The
Chairman of the Supervisory Board shall arrange for such
transactions to be disclosed in the Annual Report. No such
conflicts of interest occurred in 2006. In accordance with
provision III.6.4 of the Dutch Corporate Governance Code,
Ahold reports that no transactions between the Company
and legal or natural persons who hold at least 10 percent
of the shares in the Company have occurred in 2006.
24 Ahold Annual Report 2006
