Corporate governance
Corporate Executive Board
Composition
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.
Remuneration
Retirement and reappointment schedule
Supervisory Board
31 www.ahold.com/reports2008
Governance
AHOLD ANNUAL REPORT 2008 32
The Corporate Executive Board is responsible for the management
and the general affairs of Ahold. The charter of the Corporate
Executive Board can be found in the corporate governance
section of Ahold's public website at www.ahold.com
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: John
Rishton, Chief Executive Officer; Kimberly Ross, Executive Vice
President and Chief Financial Officer; Peter Wakkie, Executive
Vice President and Chief Corporate Governance Counsel; and
Dick Boer, Executive Vice President and Chief Operating Officer
Ahold Europe.
Kimberly Ross was appointed to the Corporate Executive
Board at the Annual General Meeting of Shareholders on
April 23, 2008. She had been serving as acting member since
November 15, 2007. On April 23, 2008, the General Meeting
of Shareholders also reappointed Peter Wakkie for a second
term to the Corporate Executive Board.
In July 2008, Lawrence Benjamin, Chief Operating Officer
Ahold USA, started serving as an acting member of the
Corporate Executive Board. Mr. Benjamin will be nominated for
appointment to the Corporate Executive Board at the Annual
General Meeting of Shareholders scheduled for April 28, 2009.
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.
On May 18, 2006, Ahold's General Meeting of Shareholders
adopted its current remuneration policy for Corporate Executive
Board members. Details of this policy can be found in the
"Remuneration" section of this Annual Report.
For detailed information on the individual remuneration of
Corporate Executive Board members, see Notes 30 and 31 to
the consolidated financial statements in this Annual Report.
Name Date of birth
John Rishton Feb 21, 1958
Kimberly Ross May 5, 1965
Peter Wakkie Jun 22, 1948
Date of appointment Date of possible
and reappointment reappointment
May 18, 2006 2010
Apr 23, 2008 2012
Nov 26, 2003 2012
Apr 23, 2008
Dick Boer Aug 31, 1957 May 3, 2007 2011
The Supervisory Board is responsible for supervising and
advising Ahold's Corporate Executive Board and for overseeing
the general course of affairs and Company strategy. 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;
Allocation of duties within the Corporate Executive Board
and the adoption or amendment of the Corporate Executive
Board Charter;
Significant changes in the identity or the nature of the
Company or its enterprise.
