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Supervisory Board
Corporate governance continued
Ahold
Annual Report 2010
Group at a glance
Performance
Fi nancials
Investors
Composition
According to Ahold's Articles of Association, the Corporate Executive Board must consist of at
least three members. The current members of the Corporate Executive Board are: Dick Boer,
Chief Executive Officer; Kimberly Ross, Executive Vice President and Chief Financial Officer; and
Lodewijk Hijmans van den Bergh, Executive Vice President and Chief Corporate Governance
Counsel.
Lodewijk Hijmans van den Bergh was appointed to the Corporate Executive Board at the annual
General Meeting of Shareholders on April 13, 2010, having served as acting member since
December 2009.
During the entire financial year 2010, John Rishton served as Chief Executive Officer and
Lawrence Benjamin as Executive Vice President and Chief Operating Officer Ahold USA. John
Rishton left his position on February 28, 2011 and was succeeded by Dick Boer. Lawrence
Benjamin retired on January 31, 2011. As of March 2011the Corporate Executive Board
comprises three members, while the continental Chief Operating Officers report directly to the
CEO.
Appointment, suspension and dismissal
The General Meeting of Shareholders can appoint, suspend, or dismiss a Corporate Executive
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 to adopt the proposal.
Corporate Executive Board members are appointed for four-year terms and may be reappointed
for additional terms not exceeding four years. The Supervisory Board may at any time suspend a
Corporate Executive Board member.
Remuneration
On May 18, 2006, Ahold's General Meeting of Shareholders adopted its current remuneration
policy for Corporate Executive Board members. You can find details of this policy in
Remuneration. For detailed information on the individual remuneration of Corporate Executive
Board members, see Notes 31 and 32 to the consolidated financial statements.
Retirement and possible reappointment schedule
Date of possible
Name Date of birth Date of appointment reappointment
Dick Boer
August 31, 1957
May 3, 2007
2011
Kimberly Ross
May 5, 1965
April 23, 2008
2012
Lodewijk Hijmans
van den Bergh
September 16, 1963
April 13, 2010
2014
The Supervisory Board is responsible for supervising and advising Ahold's Corporate Executive
Board and for overseeing the general course of affairs of the Company. The Supervisory Board
is guided in its duties by Ahold's interests, taking into consideration the overall good of the
enterprise and the relevant interests of all its stakeholders.
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
