Supervisory Board report (continued)
Meetings and activities of the Supervisory Board
Attendance, independence
Remuneration
Ahold Annual Report 2012 66
Ahold at a glance
Our strategy
Our performance
Governance
Financials
Investors
In 2012, the Supervisory Board held six meetings in person and two
meetings by conference call. The members of the Corporate Executive
Board attended the meetings and other members of senior corporate,
continental and local management were regularly invited to present.
The Supervisory Board held three private meetings without other
attendees to independently review certain issues and to discuss matters
related to the functioning of the Corporate Executive and Supervisory
Boards. The external auditor attended the meeting on February 28
and 29, 2012, at which the 2011 Annual Report and financial
statements were recommended for adoption by the annual General
Meeting of Shareholders. In a separate private meeting attended by
the CEO, the Supervisory Board assessed its own performance, that of
its committees and its individual members, as well as the performance
of the Corporate Executive Board and its individual members. The
Supervisory Board was positive, overall, about its own performance as
well as the performance of its committees and the Corporate Executive
Board. Recommendations were made with regard to knowledge-
sharing. The members of the Supervisory Board have regular contact
with the members of the Corporate Executive Board and other
Company management outside of the scheduled meetings of the
Supervisory Board. These informal consultations ensure that the
Supervisory Board remains well-informed about the running of the
Company's operations.
During 2012, the Supervisory Board reviewed matters related to all
aspects of Ahold's activities, results, strategies and management,
including:
Establishment of the annual compensation of the Corporate
Executive Board members in accordance with the Company's
remuneration policy and with the assistance of the Remuneration
Committee
The growth of the Ahold Europe business, including Ahold's
agreement with Jumbo on the transfer of 82 Jumbo C1000 stores,
15 of which were converted to the Albert Heijn banner by year end.
Albert Heijn plans to convert the remaining stores in 2013-2014.
The Company's long-term strategy with particular emphasis on
strategic growth options
The Supervisory Board is confident that the strategic choices made in
2012 will contribute to the realization of the Company's strategy and
has closely monitored the execution of this strategy. The Supervisory
Board approved the acquisition of bol.com B.V. after determining that
it fits within Ahold's strategy to broaden its offering by growing its
online business.
With the assistance of the Audit Committee, the Supervisory Board:
Reviewed the financial reporting process and, in particular, quarterly
interim reports and the 2011 Annual Report
Reviewed reports related to the enterprise risk management of
the Group
Reviewed updates on projects in the field of mergers and acquisitions
Reviewed the reports by the internal and the external auditor
Approved the proposal for the nomination of the external auditor
Reviewed long-term business plan and finance plan
Reviewed and approved the annual budget
Reviewed updates on the functioning of IT systems and the
implementation of improvements, where necessary
Regularly reviewed the European and U.S. businesses
Reviewed Company strategy as part of the annual strategic planning
cycle, including specific reviews of several strategic growth options
Regularly reviewed Ahold's corporate responsibility strategy and
initiatives, including product integrity and responsible retailing and
the 2011 Corporate Responsibility Report
Reviewed regular updates on major legal proceedings with potential
impact on Ahold
Reviewed reports of the various committees of the Supervisory Board
Regularly assessed the functioning of the Corporate Executive Board
Regularly assessed organizational strategy, talent management and
succession planning
No Supervisory Board member was frequently absent from the
meetings held in 2012 and all Supervisory Board members made
adequate time available to give sufficient attention to the concerns of
Ahold. The overall attendance rate was 96%. The Supervisory Board
confirms that as of February 27, 2013, all Supervisory Board members
are independent within the meaning of provision III.2.2 of the Dutch
Corporate Governance Code.
The annual remuneration of the members of the Supervisory Board
was determined by the General Meeting of Shareholders on April 17,
2012. Remuneration is subject to a yearly review by the Supervisory
Board.
Chairman Supervisory Board
€80,000
Vice Chairman Supervisory Board
€60,000
Member Supervisory Board
€50,000
Chairman Audit Committee
€17,500
Member Audit Committee
€12,000
Chairman Remuneration Committee
€12,000
Member Remuneration Committee
€9,000
Chairman Selection and Appointment Committee
€12,000
Member Selection and Appointment Committee
€9,000
Travel compensation1 intercontinental
€5,000
Travel compensation1 continental
€1,500
1 Travel compensation per round trip air travel.
