Supervisory Board report
2 www.ahold.com/reports2008
The Supervisory Board is an independent
corporate body responsible for supervising
and advising Ahold's Corporate Executive
Board and overseeing the general course
of affairs and Company strategy.
Composition of the Supervisory Board
Meetings
Retirement and reappointment schedule
Governance
AHOLD ANNUAL REPORT 2008 37
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.
Ahold's Supervisory Board determines the number of its
members. The Supervisory Board profile is published on Ahold's
public website (ahold.com). The composition of the Supervisory
Board should match this profile in terms of combined
experience and expertise, independence and variety of ages and
genders. The Supervisory Board Charter states that if a member
is concurrently a member of another company's Supervisory
Board, the main duties arising from and/or the number and
nature of any other supervisory board memberships must not
conflict or interfere with that person's duties as a member of
Ahold's Supervisory Board. On April 23, 2008, the General
Meeting of Shareholders appointed Mark McGrath to the
Supervisory Board.
The Supervisory Board is of the opinion that its composition is
currently in accordance with the profile, although it believes an
active member of management of an internationally operating
company would be a welcome addition.
On November 17, 2008, the nomination of Ben Noteboom
for appointment to Ahold's Supervisory Board was announced.
His nomination will be on the agenda of the Annual General
Meeting of Shareholders scheduled for April 28, 2009. The
present terms of Derk Doijer and Stephanie Shern are due to
expire in 2009. After assessing the memberships of Stephanie
and Derk, and taking into account the board's profile and
that they are both available for a new term, the Supervisory
Board recommends their reappointment to the General
Meeting of Shareholders.
See table below for retirement and reappointment schedule.
Induction
Ongoing education is an important part of good governance.
New members of the Supervisory Board attend a full-day
induction program at Ahold's offices in Amsterdam at which
they are briefed on their responsibilities as a member of the
Supervisory Board and briefed by senior management of the
financial, social, human resources, legal and reporting affairs
of the company and its businesses. Throughout the year, all
members of the Supervisory Board visit several operating
companies and other parts of the business to gain greater
familiarity with senior management, and to develop deeper
knowledge of local operations, opportunities and challenges.
In 2008, the Supervisory Board held six meetings in person and
two meetings by conference call. The members of the Corporate
Executive Board attended the meetings and other members of
senior corporate, continental and local management were
regularly invited to present to the Supervisory Board. The
Supervisory Board held four private meetings without other
attendees to independently review certain issues and to discuss
matters related to the functioning of the Corporate Executive
and Supervisory Board. The external auditor attended the
Date of possible
Name
Date of birth
Date of initial appointment
Date of reappointment
reappointment
René Dahan
August 26, 1941
June 2, 2004
April 23, 2008
2012
Karen de Segundo
December 12, 1946
June 2, 2004
April 23, 2008
2012
Derk Doijer
October 9, 1949
May 18, 2005
2009
Stephanie Shern
January 7, 1948
May 18, 2005
2009
Judith Sprieser
August 3, 1953
May 18, 2006
2010
Tom de Swaan
March 4, 1946
May 3, 2007
2011
Mark McGrath
August 10, 1946
April 23, 2008
2012
