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Corporate governance - continued
Corporate Executive Board
Governance
The Corporate Executive Board is responsible for the management and the general affairs
of Ahold. For a more detailed description of the responsibilities of the Corporate Executive
Board, please refer to its charter in the corporate governance section of Ahold's public
website at www.ahold.com.
Composition
According to Ahold's Articles of Association, the Corporate Executive Board must consist
of at least three members. The current members of the Corporate Executive Board are:
John Rishton, Chief Executive Officer; Kimberly Ross, Executive Vice President and Chief
Financial Officer; Dick Boer, Executive Vice President and Chief Operating Officer Ahold
Europe and Lawrence Benjamin, Executive Vice President and Chief Operating Officer
Ahold USA.
Lawrence Benjamin, Chief Operating Officer Ahold USA, was appointed to the Corporate
Executive Board at the annual General Meeting of Shareholders on April 28, 2009, having
served as acting member since July 2008.
In December 2009, Lodewijk Hijmans van den Bergh, Chief Corporate Governance
Counsel, started serving as acting member of the Corporate Executive Board, succeeding
Peter Wakkie. He will be nominated for appointment to the Corporate Executive Board at
the annual General Meeting of Shareholders scheduled for April 13, 2010.
Appointment, suspension and dismissal
The General Meeting of Shareholders can appoint, suspend, or dismiss a Corporate
Executive Board member by an absolute majority of votes cast, upon a proposal made by
the Supervisory 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 exercised was in favor of the proposal,
then a second meeting may be held. In the second meeting, only a majority of votes
exercised, regardless of the number of shares represented at the meeting, is required
to adopt the proposal.
Corporate Executive Board members are appointed for four-year terms and may be
reappointed for additional terms not exceeding four years. The Supervisory Board may
at any time suspend a Corporate Executive Board member.
Remuneration
On May 18, 2006, Ahold's General Meeting of Shareholders adopted its current
remuneration policy for Corporate Executive Board members. Details of this policy can be
found in the "Remuneration" section of this Annual Report. For detailed information on the
individual remuneration of Corporate Executive Board members, see Notes 31 and 32 to
the consolidated financial statements in this Annual Report.
Retirement and possible reappointment schedule
Date of Date of possible
Name Date of birth appointment reappointment
John Rishton
February 21, 1958
May 18, 2006
2010
Dick Boer
August 31, 1957
May 3, 2007
2011
Kimberly Ross
May 5, 1965
April 23, 2008
2012
Lawrence Benjamin
November 6, 1955
April 28, 2009
2013
