Corporate governance
Articles of Association
Auditor
Decree Article 10 EU Takeover Directive
Compliance with Dutch Corporate Governance
Code
31 www.ahold.com/reports2008
Governance
AHOLD ANNUAL REPORT 2008 I 36
For details on the number of outstanding shares, see Note 19 to
the consolidated financial statements included in this Annual
Report. For details on capital structure, listings, share
performance, and dividend policy with respect to Ahold's
common shares, see the "Investor relations" section.
Ahold's Articles of Association set forth certain aspects
governing organization and corporate governance. The current
text of the Articles of Association is available at the Trade
Register of the Chamber of Commerce and Industry for
Amsterdam and on Ahold's public website (www.ahold.com).
The Articles of Association may be amended by the General
Meeting of Shareholders.
A resolution to amend the Articles of Association may be
adopted by an absolute majority of the votes cast upon a
proposal made by the Corporate Executive 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 is in favor of the proposal, then a second meeting
may be held. In the second meeting, only a majority of votes,
regardless of the number of shares represented at the meeting,
is required. The prior approval of a meeting of holders of a
particular class of shares is required for a proposal to amend the
Articles of Association that makes any change in the rights that
vest in the holders of shares of that particular class.
The General Meeting of Shareholders appoints the external
auditor. The Audit Committee recommends to the Supervisory
Board the external auditor to be proposed for (re)appointment
by the General Meeting of Shareholders. In addition, the Audit
Committee evaluates and, where appropriate, recommends the
replacement of the external auditors.
On April 23, 2008, the General Meeting of Shareholders
appointed Deloitte Accountants B.V. as external auditor for
the Company for the financial year 2008.
According to the Decree Article 10 Takeover Directive, Ahold
has to report on its capital structure, restrictions on voting rights
and the transfer of securities, significant shareholdings in Ahold,
the rules governing the appointment and dismissal of members
of the Corporate Executive Board and the Supervisory Board
and the amendment of the Articles of Association, the powers
of the Corporate Executive Board (in particular the power to
issue shares or to repurchase shares), significant agreements
to which Ahold is a party and which are effectuated, changed
or dissolved upon a change of control of Ahold following a
takeover bid and any agreements between Ahold and the
members of the Corporate Executive Board or employees
providing for compensation if their employment ceases
because of a takeover bid.
The information required by the Decree Article 10 EU Takeover
Directive is included in this "Corporate governance" section
and the "Investor relations" section, and the notes referred
to in these sections, or included in the description of any
relevant contract.
Ahold applies all of the relevant provisions of the Dutch
Corporate Governance Code.
Ahold shareholders consented to apply all of the relevant
provisions of the Dutch Corporate Governance Code during
the Extraordinary General Meeting of Shareholders on
March 3, 2004. Ahold continues to seek ways to improve
its corporate governance by measuring itself against
international best practice. Ahold will consider the changes
to the Dutch Corporate Governance Code which are in effect
as of January 1, 2009 for financial years starting in 2009
and make any required adjustments to its reporting.
