Corporate governance
Articles of Association
Ahold's Articles of Association set forth certain aspects
governing organization and corporate governance.
The current text of Ahold's Articles of Association is available
at the Trade Register of the Chamber of Commerce and
Industry for Amsterdam and at www.ahold.com.
Set out below are two further provisions of Articles of
Association with respect to the objectives of Ahold and
provisions on the dissolution and liquidation of Ahold.
Description of the objectives of Ahold
Pursuant to article 2 of the Company's Articles of
Association, Ahold's objectives are "to promote or join others
in promoting companies and enterprises, to participate in
companies and enterprises, to finance - including the giving
of guarantees and acting as surety for the benefit of third
parties as security for liabilities of companies and enterprises
with which the Company is joined in a group or in which the
Company owns an interest or with which the Company
collaborates in any other way, - to conduct the management
of and to operate companies engaged in the wholesale and
retail trade in consumer and utility products and companies
that produce such products, to operate restaurants and
companies engaged in rendering public services, including
all acts and things which relate or may be conducive thereto
in the broadest sense, as well as to promote, to participate
in, to conduct the management of and, as the case may be,
to operate businesses of any other kind."
Liquidation
In the event of Ahold's dissolution and liquidation, the
surplus assets remaining after satisfaction of all debts will
be distributed in accordance with the provisions of Dutch
law and the Company's Articles of Association in the
following order:
1. to the holders of cumulative preferred shares, the
nominal amount or the amount paid thereon, if lower,
as well as any dividends in arrears and dividends over the
current dividend period until the date of payment of
liquidation proceeds;
2. to the holders of cumulative preferred financing shares,
the nominal amount and share premium paid on these
shares, as well as any dividends in arrears and dividends
over the current dividend period until the date of payment
of liquidation proceeds;
3. to the holders of common shares, the nominal amount
of these shares, as well as their proportional share in the
common shares share premium account; and
4. to the holders of the 120 outstanding founders'
certificates, 10 percent of the balance remaining after the
distributions mentioned above have been made and after
the amounts of the general reserves and profit reserves
created since December 31, 1961 have been deducted
in accordance with Ahold's Articles of Association.
The balance remaining after all of the above distributions
shall be for the benefit of the holders of Ahold's common
shares in proportion to the aggregate nominal value of
common shares held by each of them.
Auditor
The General Meeting of Shareholders appoints the external
auditor. The Audit Committee makes a recommendation
to the Supervisory Board with respect to the external auditor
to be proposed for (re-) appointment by the General Meeting
of Shareholders. In addition, the Audit Committee evaluates
and, where appropriate, recommends the replacement
of the external auditors. The Audit Committee also
pre-approves the fees for audit and permitted non-audit
services to be performed by the external auditors as
negotiated by the Corporate Executive Board. The Audit
Committee shall not approve the engagement of the external
auditors to render non-audit services prohibited by
applicable laws and regulations or that would compromise
their independence.
On May 18, 2006, the General Meeting of Shareholders
re-appointed Deloitte Accountants B.V. as external auditor
for the Company for the fiscal year 2006.
Decree Article 10 EU Takeover Directive
The information required by the Decree Article 10
EU Takeover Directive is included in this "Corporate
governance" section and the "Investor relations" section,
and the notes referred to therein, or included in the
description of any relevant contract.
Compliance with Dutch Corporate Governance Code
Ahold applies all of the relevant provisions of the Dutch
Corporate Governance Code, with the following exception:
The Vice-Chairman of the Supervisory Board,
Jan Hommen, has accepted chairmanships and
memberships of Supervisory Boards of several Dutch
listed companies. Following the calculation method of the
Dutch Corporate Governance Code in best practice
principle III.3.4, he is deemed to hold six memberships
instead of the recommended maximum of five. On July 18,
2006 Ahold announced that Mr. Hommen will not be
standing for re-election at the end of his term following the
annual General Meeting of Shareholders in 2007.
28 Ahold Annual Report 2006
