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Remuneration
Ahold's remuneration policy is prepared in
accordance with the Dutch Corporate Governance
Code. It was adopted at the General Meeting of
Shareholders on May 18, 2006 as required by
the Dutch Corporate Governance Code.
Further details on employment agreements,
individual remuneration, pension, shares and other
interests in the Company for the Corporate
Executive Board members are outlined in Notes 31
and 32 to the consolidated financial statements.
Committee
Remuneration policy 2009
Remuneration
Governance
The main responsibilities of the Remuneration Committee include:
Preparing proposals for the Supervisory Board on the remuneration policy for the
Corporate Executive Board to be adopted by the General Meeting of Shareholders;
Preparing proposals on the remuneration of individual members of the Corporate
Executive Board;
Advising on the level and structure of compensation for senior personnel other than
members of the Corporate Executive Board.
The Remuneration Committee uses internal and external advisors for market data and
recent developments. In 2009, external advisors were hired to provide advice regarding
market practices and developments relating to the remuneration policy and short- and
long-term incentive plans. Ultimately, the Supervisory Board determines the level and
composition of the remuneration components for the individual members of the Corporate
Executive Board.
The current members of the Remuneration Committee are Supervisory Board members
Derk Doijer (Chairman), Mark McGrath, Stephanie Shern, Judith Sprieser and Ben
Noteboom. In 2009, the Remuneration Committee met three times.
Ahold's remuneration policy is focused on Total Direct Compensation, which is
benchmarked against a pre-defined peer group.
Total Direct Compensation
The basic elements of the Total Direct Compensation provided to Ahold's Corporate Executive
Board members are (1) a base salary, (2) an annual cash incentive and (3) a long-term,
equity-based program. An important component of the overall remuneration package is
the pension benefit, which is not regarded as a component of Total Direct Compensation.
Peer group
The peer group used to assess the competitiveness of the overall remuneration provided
to the Corporate Executive Board is the same as that used to benchmark the performance
of the Company. This peer group reflects Ahold's geographic operating areas and the
markets most relevant in relation to the recruitment and retention of top management.
In addition, peer group companies are selected based on relevant size, public listing and
liquidity of shares.
Ahold Annual Report 2009 51
