o www.ahold.com/reports2009
Corporate governance - continued
Decree Article 10 EU Takeover Directive
Compliance with Dutch Corporate Governance Code
Governance
According to the Decree Article 10 Takeover Directive, Ahold has to report on, inter alia,
its capital structure, restrictions on voting rights and the transfer of securities, significant
shareholdings in Ahold, the rules governing the appointment and dismissal of members
of the Corporate Executive Board and the Supervisory Board and the amendment of the
Articles of Association, the powers of the Corporate Executive Board (in particular the
power to issue shares or to repurchase shares), significant agreements to which Ahold
is a party and which are effectuated, changed or dissolved upon a change of control
of Ahold following a takeover bid and any agreements between Ahold and the members
of the Corporate Executive Board or employees providing for compensation if their
employment ceases because of a takeover bid.
The information required by the Decree Article 10 EU Takeover Directive is included in
this "Corporate governance" section and the "Investors" section, and the notes referred
to in these sections, or included in the description of any relevant contract.
Ahold applies the relevant principles and best practices of the Dutch Corporate
Governance Code applicable to the Company, to the Corporate Executive Board and to the
Supervisory Board, in the manner as set out in the "Governance" section in this Annual
Report. The Dutch Corporate Governance Code was last amended on December 10, 2008
and can be found at www.commissiecorporategovernance.nl.
Ahold shareholders consented to apply the Dutch Corporate Governance Code during
the Extraordinary General Meeting of Shareholders on March 3, 2004. Ahold continues
to seek ways to improve its corporate governance by measuring itself against international
best practice.
