J www.ahold.com/reports2008
Corporate governance
Appointment
Conflict of interest
Shares and shareholders' rights
General Meeting of Shareholders
Ahold shareholders exercise their rights through Annual and
Extraordinary General Meetings of Shareholders. Ahold is
required to convene an Annual General Meeting of Shareholders
in the Netherlands each year, no later than six months following
the end of the Company's financial year. Additional
Extraordinary General Meetings of Shareholders may be
convened at any time by the Supervisory Board, the Corporate
Executive Board or by one or more shareholders representing at
least 10 percent of the issued share capital. The agenda for the
Annual General Meeting of Shareholders must contain certain
matters as specified in Ahold's Articles of Association and under
Dutch law, including, among other things, the adoption of
Ahold's annual financial statements. Shareholders are entitled
to propose items for the agenda of the General Meeting of
Shareholders provided that they hold at least 1 percent of the
issued share capital or the shares that they hold represent a
market value of at least EUR 50 million. The adoption of such a
proposal requires a majority of votes cast at the General Meeting
of Shareholders representing at least one-third of the issued
shares. 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 is required to adopt the proposal, regardless of
the number of shares represented at the meeting (unless the law
or Articles of Association provide otherwise). Proposals for
agenda items for the General Meeting of Shareholders must
be submitted at least 60 days prior to the date of the meeting.
Ahold may, however, refrain from including an item on the
agenda if to do so would prejudice its vital interests. The
General Meeting of Shareholders is also entitled to vote on
important decisions regarding the identity or the character of
Ahold, including major acquisitions and divestments.
Governance
AHOLD ANNUAL REPORT 2008 33
The General Meeting of Shareholders can appoint, suspend or
dismiss a Supervisory 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. A Supervisory Board
member is appointed for a four-year term and is eligible for
reappointment. However, a Supervisory Board member may not
serve for more than 12 years.
For more detailed information on the Supervisory Board see the
"Supervisory Board report" section. The following charters can
be found in the corporate governance section of Ahold's website
at www.ahold.com: the Supervisory Board Charter, the Audit
Committee Charter, the Remuneration Committee Charter and
the Selection and Appointment Committee Charter.
Each member of the Corporate Executive Board is required
to immediately report any potential conflict of interest to the
Chairman of the Supervisory Board and to the other members
of the Corporate Executive Board and provide them with all
relevant information. Each member of the Supervisory Board is
required to immediately report any potential conflict of interest
to the Chairman of the Supervisory Board and provide him with
all relevant information. The Chairman determines whether
there is a conflict of interest.
If a member of the Supervisory Board or a member of the
Corporate Executive Board has a conflict of interest with the
Company, the member may not participate in the discussions
and/or decision-making process on a subject or transaction
relating to the conflict of interest. The Chairman of the
Supervisory Board will arrange for such transactions to be
disclosed in the Annual Report. During 2008, Derk Doijer did
not participate in the discussions and/or decision-making
process of a possible transaction with Corio N.V. in view of his
membership of the Supervisory Board of Corio N.V. No other
conflicts of interest occurred in 2008. In accordance with
provision III.6.4 of the Dutch Corporate Governance Code, Ahold
reports that no transactions between the Company and legal or
natural persons who hold at least 10 percent of the shares in
the Company occurred in 2008.
The Corporate Executive Board may set a record date to
determine whether a person may attend and exercise the rights
relating to a General Meeting of Shareholders. Shareholders
registered at that date are entitled to attend and to exercise
their rights as shareholders in relation to the General Meeting
of Shareholders, regardless of a sale of shares after the record
date. Shareholders may be represented by written proxy.
Ahold encourages participation in General Meetings of
Shareholders; to this end, it participates in the Shareholder
Communication Channel ("Stichting Communicatiekanaal
Aandeelhouders") in the Netherlands. Ahold uses The Bank
of New York, the Depositary for Ahold's ADR facility, to enable
ADR holders to exercise their voting rights represented by the
common shares underlying the ADRs.
