Corporate governance
Voting rights
Cumulative preferred financing shares
All outstanding cumulative preferred financing shares have been
issued to SAPFAA. Holders of depositary receipts can obtain
proxies from SAPFAA. Pursuant to its articles, the board of
SAPFAA consists of three members: one A member, one B
member and one C member.
Cumulative preferred shares
No cumulative preferred shares are currently outstanding.
Issue of additional shares and pre-emptive rights
Shares may be issued pursuant to a resolution by the General
Meeting of Shareholders upon a proposal of the Corporate
Executive Board and with the approval of the Supervisory Board.
The General Meeting of Shareholders may resolve to delegate
this authority to the Corporate Executive Board for a period of
time not exceeding five years. A resolution of the General
Meeting of Shareholders to issue shares, or to authorize the
Corporate Executive Board to do so, is also subject to the
approval of each class of shares whose rights would be adversely
affected by the proposed issuance or delegation. The General
Meeting of Shareholders approved a delegation of this authority
to the Corporate Executive Board, relating to the issuance and/or
granting of rights to acquire common shares up to a maximum
of 10 percent of the issued common shares through October 23,
2009 and subject to the approval of the Supervisory Board.
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Governance
AHOLD ANNUAL REPORT 2008 34
Each common share entitles its holder to cast one vote. Subject
to certain exceptions provided by Dutch law or Ahold's Articles
of Association, resolutions are passed by a majority of votes
cast. A resolution to amend the Articles of Association that
would change the rights vested in the holders of a particular
class of shares requires the prior approval of a meeting of that
particular class. A resolution to dissolve the Company may be
adopted by the General Meeting of Shareholders following a
proposal of the Corporate Executive Board made with the
approval of the Supervisory Board. Any proposed resolution to
wind up the Company must be disclosed in the notice calling
the General Meeting of Shareholders at which that proposal is
to be considered.
Neither Ahold nor any of its subsidiaries can cast a vote on any
share they hold in the Company. These shares are not taken into
account for the purpose of determining how many shareholders
are represented, or how much of the share capital is represented
at a General Meeting of Shareholders.
Holders of depositary receipts of cumulative preferred financing
shares may attend the General Meeting of Shareholders. The
voting rights on the underlying shares may be exercised by
Stichting Administratiekantoor Preferente Financierings
Aandelen Ahold ("SAPFAA"), a foundation organized under
the laws of the Netherlands.
The A member is appointed by the general meeting of
depositary receipt holders, the B member is appointed by the
Company, and the C member is appointed by a joint resolution
of the A member and the B member. As of February 27, 2009,
the members of the board of SAPFAA are:
Member A J.H. Ubas, Chairman
Member B W.A. Koudijs
Member C C.W.H. Brüggemann
Ahold pays a mandatory annual dividend on cumulative
preferred financing shares, which is calculated in accordance
with the provisions of article 39.4 of the Company's Articles of
Association. For further details on cumulative preferred
financing shares and the related voting rights, see Note 21 to
the consolidated financial statements in this Annual Report.
Ahold entered into an option agreement with the Dutch
foundation Stichting Ahold Continuïteit ("SAC") designed to
exercise influence in the event of a potential change in control
over the Company. The purpose of SAC, according to its articles,
is to safeguard the interests of the Company and all stakeholders
in the Company and to resist, to the best of its ability,
influences that might conflict with those interests by affecting
the Company's continuity, independence or identity. As of
February 27, 2009, the members of the board of SAC are:
Name
Principal or former occupation
N.J. Westdijk, Chairman
Former CEO of Royal Pakhoed N.V.
M. Arentsen
Former CFO of CSM N.V.
G.H.N.L. van Woerkom
President CEO of ANWB
W.G. van Hassel
Former lawyer and former chairman
Dutch Bar Association
SAC is independent of the Company. For details on Ahold's
cumulative preferred shares, see Note 19 to the consolidated
financial statements in this Annual Report.
