Corporate governance
Ahold is committed to a corporate governance
structure that best supports its business and
meets the needs of its stakeholders and that
complies with relevant rules and regulations.
Governance structure
Corporate Executive Board
Ahold Annual Report 2012 60 Ahold at a glance
Our strategy
Our performance
Governance
Financials
Investors
This section contains an overview of Ahold's corporate governance
structure and includes information required under the Dutch
Corporate Governance Code.
Koninklijke Ahold N.V. (the Company) is a public company under
Dutch law with a two-tier board structure. Ahold is managed by a
Corporate Executive Board, which is supervised and advised by a
Supervisory Board. The two boards are accountable to the General
Meeting of Shareholders.
The Company is structured to effectively execute its strategy and to
balance local, continental and global decision-making. It is comprised
of a Corporate Center and two continental platforms, Ahold Europe
and Ahold USA, each of which contains a number of companies.
The following diagram shows the governance structure of Ahold and
its companies. A list of subsidiaries, joint ventures and associates is
included in Note 36 to the consolidated financial statements.
Governance structure
Audit Committee
Remuneration Committee
Selection and Appointment Committee
Ahold USA
Ahold Europe
Corporate Center
General Meeting of Shareholders
Corporate Executive Board
The Corporate Executive Board is responsible for the management
and the general affairs of Ahold. For a more detailed description of the
responsibilities of the Corporate Executive Board, please refer to its
charter in the corporate governance section of Ahold's public website
at [j? www.ahold.com.
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, President and Chief
Executive Officer; Jeff Carr, Executive Vice President and Chief
Financial Officer; Lodewijk Hijmans van den Bergh, Executive Vice
President and Chief Corporate Governance Counsel; and James
McCann, Executive Vice President and Chief Operating Officer Ahold
USA. The size and composition of the Corporate Executive Board and
the combined experience and expertise of its members should reflect
the best fit for the profile and strategy of the Company. This aim for the
best fit, in combination with the availability of qualifying candidates,
has resulted in Ahold currently having a Corporate Executive Board in
which all four members are male. In order to increase gender diversity
on the Corporate Executive Board, in accordance with article 2:276
section 2 of the Dutch Civil Code, the Company pays close attention
to gender diversity in the process of recruiting and appointing new
Corporate Executive Board members. In addition, the Company
continues to encourage the professional development of female
employees, which has already led to the appointment of several
women to key leadership positions.
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
Name
Date of birth
Date of first
appointment
Date of possible
reappointment
Dick Boer
August 31, 1957
May 3, 2007
2015
Jeff Carr
September 17,
1961
April 17, 2012
2016
Lodewijk Hijmans
van den Bergh
September 16,
1963
April 13, 2010
2014
James McCann
October 4, 1969
April 17, 2012
2016
