Corporate governance (continued)
Supervisory Board
Shares and shareholders' rights
Ahold Annual Report 2012 61
Ahold at a glance
Our strategy
Our performance
Governance
Financials
Investors
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
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
E? www.ahold.com: the Supervisory Board Charter, the Audit
Committee Charter, the Remuneration Committee Charter and the
Selection and Appointment Committee Charter. The composition of
the Supervisory Board, including its members' combined experience
and expertise, independence, and diversity of age and gender,
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 Supervisory Board
in which two members are female and six members are male. In order
to increase gender diversity in the Supervisory 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 Supervisory Board candidates.
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. During 2012, Rob van den Bergh
did not participate in the discussions and or decision-making process
on the acquisition of Bol.com B.V. in view of the potential conflict of
interest related to the transaction. No other such transaction occurred
in 2012. 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% of the shares in the Company occurred in 2012.
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% 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 1% 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.
