Internal control
Evaluation of disclosure controls and procedures
As of the end of the period covered by this Annual Report,
the Company's management, with the participation of the
Company's CEO and CFO, completed an evaluation of the
effectiveness of the design and operation of the Company's
disclosure controls and procedures (as defined in
Rule 13a-15 promulgated under the Exchange Act).
Based on this evaluation, the Company's CEO and CFO
concluded that, as of the end of the period covered by this
Annual Report, the Company's disclosure controls and
procedures were effective to provide reasonable assurance
that information required to be disclosed by the Company
in the reports that it files or submits under the Exchange Act
is recorded, processed, summarized and reported within
the required time periods specified in the SEC's rules
and forms and that such information is accumulated and
communicated to management, including the Company's
CEO and CFO, as appropriate, to allow timely decisions
regarding required disclosures.
Management's Annual Report on internal
control over financial reporting
Management of the Company, including the Company's CEO
and CFO, is responsible for establishing and maintaining
adequate internal control over the Company's financial
reporting (as such term is defined in Rule 13a-15(f)
promulgated under the Exchange Act).
The Company's internal control over financial reporting was
designed under the supervision of and with the participation
of the Company's management, including the Company's
CEO and CFO, to provide reasonable assurance regarding
the reliability of the Company's financial reporting and
the preparation and fair presentation of published financial
statements in accordance with International Financial
Reporting Standards as adopted by the European Union.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect all
misstatements. Therefore, even those systems determined
to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation.
Management conducted an evaluation of the effectiveness
of the Company's internal control over financial reporting
as of December 31, 2006. In making this evaluation,
management used the criteria set forth in the COSO
Framework. Based on this evaluation, management
determined that the Company's internal control over
financial reporting was effective as of December 31, 2006.
Changes in internal control over financial reporting
There were no changes in the Company's internal control
over financial reporting during 2006 that materially affected,
or are reasonably likely to materially affect, the Company's
internal control over financial reporting.
Compliance with provision II.1.4 of
the Dutch Corporate Governance Code
Provision II.1.4 of the Dutch Corporate Governance Code
requires management to assess the adequacy of the internal
risk management and control systems. The concept of
internal risk management and control systems as used in the
Dutch Corporate Governance Code varies from the concept
of disclosure controls and procedures and internal control
over financial reporting under the Exchange Act and the
related SEC rules referred to above.
Taking into account the recommendations of the Corporate
Governance Code Monitoring Committee ("the Monitoring
Committee") on the application of the requirements of
provision II.1.4 of the Dutch Corporate Governance Code,
Ahold distinguishes between internal risk management and
control systems for financial reporting risks, and those for
other risks, including operational/strategic and legislative/
regulatory risks. With respect to financial reporting risks,
the Monitoring Committee has concluded that a company's
compliance with Section 404 of the Sarbanes-Oxley Act
constitutes compliance with the requirements of the
provision II.1.4. of the Dutch Corporate Governance Code.
Regarding risks other than financial reporting risks,
reference is made to the most important risk factors inherent
in the Company's businesses and objectives as listed in the
"Risk Factors" section and in respect of the management of
these risks, to the preceding paragraphs on "Ahold Business
Control Framework" and "Monitoring" in this Annual Report.
In view of the above the Corporate Executive Board is of the
opinion that it is in compliance with the requirements of
provision II.1.4 of the Dutch Corporate Governance Code.
Management's evaluation of the effectiveness of the
Company's internal control over financial reporting as of
December 31, 2006, was audited by Deloitte Accountants
B.V., an independent registered public accounting firm
that also audited the Company's financial statements
included in this Annual Report, as stated in their report
included in the financial statements of this Annual Report.
30 Ahold Annual Report 2006
