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Supervisory Board
Ahold
Annual Report 2011
Groupata glance
Performance
(Governance
Financials
Investors
Corporate governace continued
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: Dick Boer,
Chief Executive Officer; and Lodewijk Hijmans van den Bergh, Executive Vice President and
Chief Corporate Governance Counsel. James McCann has served as Chief Commercial
Development Officer and acting member of the Corporate Executive Board since September
2011He will be nominated for appointment to the Corporate Executive Board at the annual
General Meeting of Shareholders scheduled for April 17, 2012. Jeff Carr has served as Chief
Financial Officer and acting member of the Corporate Executive Board since November 2011,
succeeding Kimberly Ross. He will be nominated for appointment to the Corporate Executive
Board at the annual General Meeting of Shareholders scheduled for April 17, 2012.
Lawrence Benjamin served as Chief Operating Officer Ahold USA until January 31, 2011, John
Rishton served as Chief Executive Officer until February 28, 2011and Kimberly Ross served as
Chief Financial Officer until November 19, 2011
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. You can find details of this policy in
Remuneration. For detailed information on the individual remuneration of Corporate Executive
Board members, see Notes 31 and 32 to the consolidated financial statements.
Possible reappointment schedule
Date of possible
Name Date of birth Date of first appointment reappointment
Dick Boer August 31, 1957 May 3, 2007 2015
Lodewijk Hijmans
van den Bergh September 16, 1963 April 13, 2010 2014
The Supervisory Board is responsible for supervising and advising Ahold's Corporate Executive
Board and for overseeing the general course of affairs of the Company. 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
