Corporate governance
Voting rights
Each common share gives the right to cast one vote.
Subject to certain exceptions provided by Dutch law or
Ahold's Articles of Association, resolutions are passed by a
majority of the votes cast. A resolution to amend the Articles
of Association that would change the rights vested in the
holders of a particular class of shares requires the prior
approval of a meeting of that particular class. A resolution
to dissolve the Company may be adopted by the General
Meeting of Shareholders following a proposal of the
Corporate Executive Board made with the approval of the
Supervisory Board. Any proposed resolution to wind up
the Company must be disclosed in the notice calling the
General Meeting of Shareholders at which that proposal
is to be considered.
No votes may be cast at a General Meeting of Shareholders
in respect of shares that are held by Ahold or any of its
subsidiaries. These shares are not taken into account for the
purpose of determining how many shareholders are voting
and are represented, or how much of the share capital is
represented at a General Meeting of Shareholders. There are
no limitations, either under Dutch law or in Ahold's Articles of
Association, on the right of non-residents of the Netherlands
or foreign owners to hold or vote common shares.
Holders of depositary receipts with respect to cumulative
preferred financing shares may attend the General Meeting
of Shareholders. The voting rights on the underlying shares
may be exercised by Stichting Administratiekantoor
Preferente Financierings Aandelen Ahold "SAPFAA"),
a foundation organized under the laws of the Netherlands
in the manner described in Note 27 to the consolidated
financial statements in this Annual Report.
Cumulative preferred financing shares
All outstanding cumulative preferred financing shares have
been issued to SAPFAA. The purpose of SAPFAA is, among
other things, to acquire and hold cumulative preferred
financing shares against the issue of depositary receipts, as
well as to exercise all voting rights attached to these shares.
Holders of depositary receipts can obtain proxies from
SAPFAA. Pursuant to its Articles of Association, the board
of SAPFAA consists of three members: one A member,
one B member and one C member.
The A member is appointed by the general meeting of
depositary receipt holders, the B member is appointed by
the Company and the C member is appointed by a joint
resolution of the A member and the B member. As of
March 21, 2007, the members of the board of SAPFAA were:
Ahold pays a mandatory annual dividend on cumulative
preferred financing shares, which is calculated in
accordance with the provisions of article 39.4 of the
Company's Articles of Association. On January 2, 2007,
100,802,061 cumulative preferred financing shares were
converted into 22,419,051 common shares, which
conversion was effected by (i) conversion of 22,419,051
cumulative preferred financing shares into 22,419,051
common shares; and (ii) the acquisition for no consideration
of 78,383,010 cumulative preferred financing shares by
Ahold. For further details on cumulative preferred financing
shares and the voting rights attached thereto, see Note 27 to
the consolidated financial statements in this Annual Report.
Cumulative preferred shares
No cumulative preferred shares are currently outstanding.
Ahold entered into an option agreement with Stichting
Ahold Continuïteit ("SAC") designed to exercise influence
with respect to a potential change in control over the
Company. SAC is a Dutch foundation whose statutory
purpose is to safeguard the interests of the Company and all
stakeholders in the Company and to resist to the best of its
ability influences which might conflict with those interests
by affecting the Company's continuity, independence or
identity. As of March 21, 2007, the members of the board
of SAC were:
Name
Principal or former occupation
N.J. Westdijk, Chairman
M. Arentsen
G.H.N.L. van Woerkom
W.G. van Hassel
Former CEO of Royal Pakhoed N.V.
Former CFO of CSM N.V.
President CEO of ANWB
Former lawyer/former chairman,
Dutch Bar Association
Member A:
J.H. Ubas, Chairman
Member B:
W.A. Koudijs
Member C:
C.W.H. Brüggemann
The members of the Corporate Executive Board and the
members of the board of SAC declare that they are jointly
of the opinion that SAC is independent of the Company as
required by the General Rules for the Euronext Amsterdam
Stock Market. For details on Ahold's cumulative preferred
shares, see Note 23 to the consolidated financial statements
in this Annual Report.
Repurchase by Ahold of its own shares
Ahold may acquire fully paid shares of any class in its capital
for no consideration at any time or, subject to certain
provisions of Dutch law and the Company's Articles of
Association, if:
1. Shareholders' equity, less the payment required to make
the acquisition, does not fall below the sum of paid-in and
called-up capital and any reserves required by Dutch law
or Ahold's Articles of Association; and
2. Ahold and its subsidiaries would thereafter not hold
shares with an aggregate nominal value exceeding
10 percent of the issued share capital.
26 Ahold Annual Report 2006
