Corporate governance (continued)
Decree Article 10 EU Takeover Directive
Compliance with Dutch Corporate
Governance Code
Corporate Governance statement
Ahold Annual Report 2012 64
Ahold at a glance
Our strategy
Our performance
Governance
Financials
Investors
According to the Decree Article 10 EU Takeover Directive, Ahold has
to report on, among other things, its capital structure, restrictions on
voting rights and the transfer of securities, significant shareholdings in
Ahold, the rules governing the appointment and dismissal of members
of the Corporate Executive Board and the Supervisory Board and the
amendment of the Articles of Association, the powers of the Corporate
Executive Board (in particular the power to issue shares or to
repurchase shares), significant agreements to which Ahold is a party
and which are put into effect, changed or dissolved upon a change
of control of Ahold following a takeover bid, and any agreements
between Ahold and the members of the Corporate Executive Board
or employees providing for compensation if their employment ceases
because of a takeover bid.
The information required by the Decree Article 10 EU Takeover
Directive is included in this Corporate governance section and under
Investors, and the notes referred to in these sections or included in the
description of any relevant contract.
Ahold applies the relevant principles and best practices of the Dutch
Corporate Governance Code applicable to the Company, to the
Corporate Executive Board and to the Supervisory Board, in the
manner set out in the Governance section, as long as it does not entail
disclosure of commercially sensitive information, as accepted under the
code. The Dutch Corporate Governance Code was last amended
on December 10, 2008, and can be found at
□7 www.commissiecorporategovernance.nl.
Ahold's shareholders consented to apply the Dutch Corporate
Governance Code during the Extraordinary General Meeting of
Shareholders on March 3, 2004. Ahold continues to seek ways to
improve its corporate governance by measuring itself against
international best practice.
This is a statement concerning corporate governance as referred to in
article 2a of the decree on additional requirements for annual reports
"Vaststellingsbesluit nadere voorschriften inhoud jaarverslag" last
amended on January 1, 2010 (the Decree). The information required
to be included in this corporate governance statement as described
in articles 3, 3a and 3b of the Decree, which are incorporated and
repeated here by reference, can be found in the following sections
of this Annual Report:
The information concerning compliance with the Dutch
Corporate Governance Code (published at
□7 www.commissiecorporategovernance.nl), as required by article 3
of the Decree, can be found in the section Compliance with the
Dutch Corporate Governance Code
The information concerning Ahold's risk management and control
frameworks relating to the financial reporting process, as required by
article 3a sub a of the Decree, can be found in the relevant sections
under How we manage risk
The information regarding the functioning of Ahold's General
Meeting of Shareholders and the authority and rights of Ahold's
shareholders, as required by article 3a sub b of the Decree, can be
found in the relevant sections under Shares and shareholders' rights
The information regarding the composition and functioning of
Ahold's Corporate Executive Board and the Company's Supervisory
Board and its committees, as required by article 3a sub c of the
Decree, can be found in the relevant sections under Corporate
governance
The information concerning the inclusion of the information required
by the Decree Article 10 EU Takeover Directive, as required by article
3b of the Decree, can be found in the section Decree Article 10 EU
Takeover Directive