2 www.ahold.com/reports2008
Supervisory Board report
Committees of the Supervisory Board
Audit Committee
Selection and Appointment Committee
The Selection and Appointment Committee held four meetings
in 2008. Its main focus was the selection of an additional
member of the Corporate Executive Board and a new member of
the Supervisory Board. It was also involved in the change of the
management at Stop Shop/Giant-Landover and Giant-Carlisle,
and discussed succession and management development at
Ahold. Mark McGrath was appointed to the Selection and
Appointment Committee in April 2008.
Remuneration Committee
In conclusion
Governance
AHOLD ANNUAL REPORT 2008 39
The Supervisory Board has three permanent committees to
which certain tasks are assigned. The composition of each
committee is detailed in the following table:
Audit
Committee
Remuneration
Committee
Selection and
Appointment
Committee
René Dahan, Chairman
Chairman
Tom de Swaan, Vice Chairman
Chairman
Karen de Segundo
Member
Member
Derk Doijer
Chairman
Member
Stephanie Shern
Member
Member
Judith Sprieser
Member
Member
Mark McGrath
Member
Member
The Audit Committee assists the Supervisory Board in its
responsibility to oversee Ahold's financing, financial statements,
financial reporting process and system of internal business
controls and risk management. The Chief Executive Officer,
Chief Financial Officer, Chief Corporate Governance Counsel,
Chief Internal Audit Officer and representatives of the external
auditor are invited to the Audit Committee meetings. Other
members of senior staff are invited when the Audit Committee
deems it necessary or appropriate. The Audit Committee
determines how the external auditor should be involved in the
content and publication of financial reports other than the
financial statements. The Corporate Executive Board and the
Audit Committee report to the Supervisory Board on an annual
basis on their dealings with the external auditor, including the
auditor's independence. The Supervisory Board takes these
reports into account when deciding on the nomination for the
appointment of an external auditor that is submitted to the
General Meeting of Shareholders.
In 2008, the Audit Committee held six meetings in person and
four conference calls to review the release of the quarterly
trading statements.
Throughout the year, the Audit Committee closely monitored the
financial closing process. Updates on internal controls were
provided during all Audit Committee meetings. The Audit
Committee was informed regularly on litigation and related
exposure, reviewed and received regular updates on Ahold's
whistleblower program and verified the outcome of the annual
incentive program.
The Audit Committee further discussed items including:
Review of quarterly trading statements;
Quarterly earnings press releases and interim financial
statements;
2007 Annual Report and financial statements;
Review and approval of the internal and external audit plan;
Review and discussions on the findings in the internal audit
letter and the management letter of the external auditor;
Ahold's finance structure;
Composition and functioning of the Treasury department;
Pensions;
Guarantees;
Enterprise risk management;
Insurance;
Appointment of the external auditor.
The Audit Committee also held private individual meetings
with the Chief Executive Officer, Chief Financial Officer,
Chief Internal Audit Officer and external auditor.
The Audit Committee and Supervisory Board assessed the
independence and performance of the external auditor in the
different capacities in which it acts. The Audit Committee
pre-approved the fees for audit and permitted non-audit
services to be performed by external auditors as negotiated by
the Corporate Executive Board. The Audit Committee and the
external auditor reviewed the internal audit plan. The Audit
Committee also reviewed its own functioning as well as that
of its individual members.
The Supervisory Board has determined that Tom de Swaan
and Stephanie Shern are "Audit Committee Financial Experts"
within the meaning of the Dutch Corporate Governance Code.
The Remuneration Committee held five meetings in 2008.
The Chief Executive Officer was invited to most of these
meetings. For a report on remuneration and the activities of the
Remuneration Committee, see the Remuneration section of this
Annual Report. Mark McGrath was appointed to the
Remuneration Committee in April 2008.
The Supervisory Board would like to thank the shareholders
for the trust they have put in Ahold and its management. The
Supervisory Board also wishes to express its appreciation for
the continued dedication and efforts of the Corporate Executive
Board and all Ahold's employees.
Supervisory Board
Amsterdam, the Netherlands, February 27, 2009.
