Corporate governance (continued)
Ahold Annual Report 2012 62
Ahold at a glance
Our strategy
Our performance
Governance
Financials
Investors
Dutch law prescribes a record date to be set 28 days prior to the date
of the General Meeting of Shareholders to determine whether a person
may attend and exercise the rights relating to the General Meeting
of Shareholders. Shareholders registered at that date are entitled to
attend and to exercise their rights as shareholders in relation to the
General Meeting of Shareholders, regardless of a sale of shares after
the record date. Shareholders may be represented by written proxy.
Ahold encourages participation in General Meetings of Shareholders.
Ahold uses Citibank, the Depositary for the Company's ADR facility,
to enable ADR holders to exercise their voting rights, which are
represented by the common shares underlying the ADRs.
Voting rights
Each common share entitles its holder to cast one vote. Subject to
certain exceptions provided by Dutch law or Ahold's Articles of
Association, resolutions are passed by a majority of votes cast.
A resolution to amend the Articles of Association that would change
the rights vested in the holders of a particular class of shares requires
the prior approval of a meeting of that particular class. A resolution to
dissolve the Company may be adopted by the General Meeting of
Shareholders following a proposal of the Corporate Executive Board
made with the approval of the Supervisory Board. Any proposed
resolution to wind up the Company must be disclosed in the notice
calling the General Meeting of Shareholders at which that proposal is
to be considered.
Neither Ahold nor any of its subsidiaries may cast a vote on any share
they hold in the Company. These shares are not taken into account for
the purpose of determining how many shareholders are represented or
how much of the share capital is represented at the General Meeting
of Shareholders.
Holders of depositary receipts of cumulative preferred financing
shares may attend the General Meeting of Shareholders. The voting
rights on the underlying shares may be exercised by the Stichting
Administratiekantoor Preferente Financierings Aandelen Ahold
(SAPFAA), a foundation organized under the laws of the Netherlands.
Cumulative preferred financing shares
All outstanding cumulative preferred financing shares have been
issued to SAPFAA. Holders of depositary receipts can obtain proxies
from SAPFAA. In accordance with its articles, the board of SAPFAA
consists of three members: one A member, one B member and one
C member. The A member is appointed by the general meeting of
depositary receipt holders, the B member is appointed by the
Company and the C member is appointed by a joint resolution of the
A member and the B member. As of February 27, 2013, the members
of the board of SAPFAA are:
Member A:
Member B:
Member C:
J.L. van der Giessen
C.W. de Monchy
H.J. Baeten, Chairman
Ahold pays a mandatory annual dividend on cumulative preferred
financing shares, which is calculated in accordance with the provisions
of article 39.4 of the Company's Articles of Association. For further
details on cumulative preferred financing shares and the related voting
rights, see Note 22 to the consolidated financial statements.
Cumulative preferred shares
No cumulative preferred shares are currently outstanding. Ahold
entered into an option agreement with the Dutch foundation Stichting
Ahold Continuïteit (SAC) designed to exercise influence in the event
of a potential change of control over the Company, to safeguard the
interests of the Company and all stakeholders in the Company and to
resist, to the best of its ability, influences that might conflict with those
interests by affecting the Company's continuity, independence or
identity. The purpose of SAC, according to its articles of association,
is to safeguard the interests of the Company and all stakeholders in the
Company and to resist, to the best of its ability, influences that might
conflict with those interests by affecting the Company's continuity,
independence or identity.
As of February 27, 2013, the members of the board of SAC are:
Name
Principal or former occupation
N.J. Westdijk, Chairman Former CEO of Royal Pakhoed N.V.
G.H.N.L. van Woerkom President CEO of ANWB
W.G. van Hassel Former lawyer and former chairman
Dutch Bar Association
J. van den Belt Former CEO Océ
SAC is independent from the Company. For details on Ahold's cumulative
preferred shares, see Note 20 to the consolidated financial statements.
Issue of additional shares and pre-emptive rights
Shares may be issued following a resolution by the General Meeting
of Shareholders on a proposal of the Corporate Executive Board
made with the approval of the Supervisory Board. The General
Meeting of Shareholders may resolve to delegate this authority to the
Corporate Executive Board for a period of time not exceeding five
years. A resolution of the General Meeting of Shareholders to issue
shares, or to authorize the Corporate Executive Board to do so,
is also subject to the approval of each class of shares whose rights
would be adversely affected by the proposed issuance or delegation.
The General Meeting of Shareholders approved a delegation of this
authority to the Corporate Executive Board, relating to the issuance
and or granting of rights to acquire common shares up to a
maximum of 10% of the issued common shares through October 17,
2013, and subject to the approval of the Supervisory Board.
Upon the issuance of new common shares, holders of Ahold's
common shares have a pre-emptive right to subscribe to common
shares in proportion to the total amount of their existing holdings of
Ahold's common shares. According to the Company's Articles of
Association, this pre-emptive right does not apply to any issuance of
shares to employees of Ahold. The General Meeting of Shareholders
may decide to restrict or exclude pre-emptive rights. The General
Meeting of Shareholders may also resolve to designate the Corporate
Executive Board as the corporate body authorized to restrict or exclude
pre-emptive rights for a period not exceeding five years. The General
Meeting of Shareholders has delegated to the Corporate Executive
Board, subject to approval of the Supervisory Board, the authority to
restrict or exclude the pre-emptive rights of holders of common shares
upon the issuance of common shares and or upon the granting of
rights to subscribe for common shares through October 17, 2013.
