o www.ahold.com/reports2009
Corporate governance - continued
Supervisory Board
Governance
The Supervisory Board is responsible for supervising and advising Ahold's Corporate
Executive Board and for overseeing the general course of affairs. 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.
The Supervisory Board is responsible for monitoring and assessing its own performance.
Ahold's Articles of Association require the approval of the Supervisory Board for certain
major resolutions proposed to be taken by the Corporate Executive Board, including:
Issuance of shares;
Acquisitions, redemptions, repurchases of shares and any reduction in issued and
outstanding capital;
Allocation of duties within the Corporate Executive Board and the adoption or
amendment of the Corporate Executive Board Charter;
Significant changes in the identity or the nature of the Company or its enterprise.
Appointment
The General Meeting of Shareholders can appoint, suspend or dismiss a Supervisory
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.
A Supervisory Board member is appointed for a four-year term and is eligible for
reappointment. However, a Supervisory Board member may not serve for more than
12 years.
For more detailed information on the Supervisory Board, please go to the "Supervisory
Board report" section of this Annual Report. The following charters can be found in the
corporate governance section of Ahold's website at www.ahold.com: the Supervisory Board
Charter, the Audit Committee Charter, the Remuneration Committee Charter and the
Selection and Appointment Committee Charter.
Conflict of interest
Each member of the Corporate Executive Board is required to immediately report any
potential conflict of interest to the Chairman of the Supervisory Board and to the other
members of the Corporate Executive Board and provide them with all relevant information.
Each Supervisory Board member is required to immediately report any potential conflict of
interest to the Chairman of the Supervisory Board and provide him or her with all relevant
information. The Chairman determines whether there is a conflict of interest.
If a member of the Supervisory Board or a member of the Corporate Executive Board has
a conflict of interest with the Company, the member may not participate in the discussions
and/or decision-making process on a subject or transaction relating to the conflict of
interest. The Chairman of the Supervisory Board will arrange for such transactions to be
disclosed in the Annual Report. No conflicts of interest occurred in 2009. In accordance
with best practice provision III.6.4 of the Dutch Corporate Governance Code, Ahold reports
that no transactions between the Company and legal or natural persons who hold at least
10 percent of the shares in the Company occurred in 2009.
