53
Shares and shareholders' rights
Ahold
Annual Report 2011
Groupata glance
Performance
(Governance
Financials
Investors
Corporate governance continued
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.
You can find more detailed information on the Supervisory Board in the Supervisory Board 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 subjects or
transactions 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 such transaction occurred in 2011
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 2011.
General Meeting of Shareholders
Ahold shareholders exercise their rights through annual and extraordinary General Meetings of
Shareholders. Ahold is required to convene an annual General Meeting of Shareholders in the
Netherlands each year, no later than six months after the end of the Company's financial year.
Additional extraordinary General Meetings of Shareholders may be convened at any time by the
Supervisory Board, the Corporate Executive Board, or by one or more shareholders representing
at least 10 percent of the issued share capital. The agenda for the annual General Meeting of
Shareholders must contain certain matters as specified in Ahold's Articles of Association and
under Dutch law including the adoption of Ahold's annual financial statements. Shareholders are
entitled to propose items for the agenda of the General Meeting of Shareholders provided that
they hold at least one percent of the issued share capital or the shares that they hold represent a
market value of at least €50 million. The adoption of such a proposal requires a majority of votes
cast at the General Meeting of Shareholders representing at least one-third of the issued shares.
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 is required to adopt the proposal, regardless of the number of shares represented at
the meeting (unless the law or Articles of Association provide otherwise). Proposals for agenda
items for the General Meeting of Shareholders must be submitted at least 60 days prior to the
date of the meeting. The General Meeting of Shareholders is also entitled to vote on important
decisions regarding the identity or the character of Ahold, including major acquisitions and
divestments.
