Supervisory Board report
Activities
Attendance, independence
Remuneration
31 www.ahold.com/reports2008
Governance
AHOLD ANNUAL REPORT 2008 38
meeting in March at which the 2007 Annual Report and
financial statements were endorsed. In March 2008, in a
separate private meeting, the Supervisory Board assessed
its own performance, that of its committees and its individual
members, as well as the performance of the Corporate Executive
Board and its individual members. For this purpose, all
members and regular meeting attendees completed
questionnaires. The consolidated results were also discussed
in that meeting. For 2008, the Supervisory Board decided to
perform the self-assessment in November. Supervisory Board
members discussed the performance of the Corporate Executive
Board and its members and the Supervisory Board and its
members and committees in a private meeting partly attended
by the CEO. The members of the Supervisory Board have regular
contacts with the members of the Corporate Executive Board
and other Company management outside the scheduled
meetings of the Supervisory Board.
During 2008, the Supervisory Board reviewed matters related
to all aspects of Ahold's activities, results, strategies and
management, including:
Establishment of the annual compensation of Corporate
Executive Board members in accordance with the
remuneration policy and with the assistance of the
Remuneration Committee;
Decisions on nominations for appointments to the Corporate
Executive Board and Supervisory Board with the assistance
of the Selection and Appointment Committee;
With the assistance of the Audit Committee:
- Review of the financial reporting process and, in particular,
the approval of quarterly earnings statements and related
press releases and the 2007 Annual Report;
- Review of reports related to the enterprise risk
management of the group, on subjects, including the
main risks of the business and the result of the Corporate
Executive Board's assessment of the design and
effectiveness of the internal risk management and
control systems, and any changes required;
- Review of the reports by the internal and the
external auditor;
- Approval of the proposal for the nomination of the
external auditor;
- Review and approval of the annual budget;
- Review and approval of the annual update of the three-year
business plan.
Reviews of updates on the functioning of IT systems and the
implementation of improvements, where necessary;
Regular reviews of the U.S. businesses, including the
implementation of the Value Improvement Program (VIP)
and the execution of the new brand strategy at Stop Shop
and Giant-Landover;
Regular reviews of the European businesses;
Review of Company strategies as part of the annual strategic
planning cycle;
The divestment of Ahold's majority interest in Schuitema in
the Netherlands;
Review of Ahold's corporate responsibility strategy and
initiatives and of the 2007 Corporate Responsibility Report;
Regular updates on major legal proceedings with potential
impact on Ahold;
Review of reports of the various committees of the
Supervisory Board;
Regular assessment of the Corporate Executive Board,
including the plans for succession of its members.
No Supervisory Board member was frequently absent from the
meetings held in 2008. The Supervisory Board confirms that
as of February 27, 2009, all Supervisory Board members are
independent within the meaning of provision III.2.2 of the
Dutch Corporate Governance Code.
Chairman Supervisory Board
55,000
Vice Chairman Supervisory Board
47,500
Member Supervisory Board
40,000
Chairman Audit Committee
10,000
Member Audit Committee
8,000
Chairman Remuneration Committee,
or Selection and Appointment Committee
5,000
Member Remuneration Committee,
or Selection and Appointment Committee
3,000
In addition, for each meeting of the Supervisory Board and
the Audit Committee, each member receives an attendance
fee of EUR 1,250, or EUR 3,000 when the meeting is held
at a location that requires intercontinental travel from the
residence of a member.
During 2009, the Supervisory Board will review its
remuneration.
For detailed information on the individual remuneration of
Supervisory Board members, see Note 30 to Ahold's
consolidated financial statements.
