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Decree Article 10 EU Takeover Directive
Compliance with Dutch Corporate Governance Code
Corporate Governance statement
Ahold
Annual Report 2011
Groupata glance
Performance
(Governance
Financials
Investors
Corporate governance continued
According to the Decree Article 10 EU Takeover Directive, Ahold has to report on, among other
things, 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 put into
effect, 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 under Investors, 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 set out in the Governance section, as long as it does not entail disclosure
of commercially sensitive information, as accepted under the code. The Dutch Corporate
Governance Code was last amended on December 10, 2008, and can be found at
www.commissiecorporategovernance.nl.
Ahold's 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.
This is a statement concerning corporate governance as referred to in article 2a of the decree
on additional requirements for annual reports (Vaststellingsbesluit nadere voorschriften inhoud
jaarverslag) last amended on January 1, 2010 (the Decree). The information required to be
included in this corporate governance statement as described in articles 3, 3a and 3b of the
Decree, which are incorporated and repeated here by reference, can be found in the following
sections of this Annual Report:
The information concerning compliance with the Dutch Corporate Governance Code
(published at www.commissiecorporategovernance.nl), as required by article 3 of the Decree,
can be found in the section Compliance with the Dutch Corporate Governance Code
The information concerning Ahold's risk management and control frameworks relating to the
financial reporting process, as required by article 3a sub a of the Decree, can be found in the
relevant sections under How we manage risk
The information regarding the functioning of Ahold's General Meeting of Shareholders, and the
authority and rights of Ahold's shareholders, as required by article 3a sub b of the Decree, can
be found in the relevant sections under Shares and shareholders' rights
The information regarding the composition and functioning of Ahold's Corporate Executive
Board and the Company's Supervisory Board and its committees, as required by article 3a
sub c of the Decree, can be found in the relevant sections under Corporate governance
The information concerning the inclusion of the information required by the Decree Article 10
EU Takeover Directive, as required by article 3b of the Decree, can be found in the section
Decree Article 10 EU Takeover Directive