Supervisory Board report (continued)
Committees of the Supervisory Board
Ahold Annual Report 2012 67
Ahold at a glance
Our strategy
Our performance
Governance
Financials
Investors
The Supervisory Board has three permanent committees to which
certain tasks are assigned. The committees provide the Supervisory
Board with regular updates of their meetings. The composition of each
committee is detailed in the following table.
Audit
Committee
Remuneration
Committee
Selection and
Appointment
Committee
René Dahan, Chairman
Chairman
Tom de Swaan,
Vice Chairman
Chairman
Derk Doijer
Chairman
Member
Stephanie Shern
Member
Member
Judith Sprieser
Member
Member
Mark McGrath
Member
Member
Ben Noteboom
Member
Member
Rob van den Bergh
Member
Member
Audit Committee
The Audit Committee assists the Supervisory Board in its responsibility
to oversee Ahold's financing, financial statements, financial reporting
process and system of internal business controls and risk management.
The Chief Executive Officer, Chief Financial Officer, Chief Corporate
Governance Counsel, Senior Vice President Internal Audit and
representatives of the external auditor are invited to the Audit
Committee meetings. Other members of senior staff are invited when
the Audit Committee deems it necessary or appropriate. The Audit
Committee determines how the external auditor should be involved in
the content and publication of financial reports other than the financial
statements. The Corporate Executive Board and the Audit Committee
report to the Supervisory Board annually on their dealings with
the external auditor, including the auditor's independence.
The Supervisory Board takes these reports into account when
deciding on the nomination for the appointment of an external
auditor that is submitted to the General Meeting of Shareholders.
In 2012, the Audit Committee held four meetings in person and two
conference calls to review the publication of quarterly results.
Throughout the year, the Audit Committee closely monitored the
financial closing process. Updates on internal controls were provided
during all Audit Committee meetings. The Audit Committee was
informed regularly on litigation and related exposure and reviewed
and received regular updates on Ahold's whistleblower program.
The Audit Committee was closely involved in the evaluation of Ahold's
external auditor, in accordance with provision V.2.3 of the Dutch
Corporate Governance Code, and in the competitive tender process
for the selection of the Ahold's external auditor that the Company
conducted in line with its views on good corporate governance.
The Audit Committee further discussed items including:
Quarterly interim reports
Annual trading statement
2011 Annual Report and financial statements
Review and approval of the internal audit plan
Review of and discussions on the findings in the internal audit letter
and the management letter of the external auditor
Ahold's fi nance structure
Treasury
Capital investment reappraisals
Tax
Pensions
Guarantees
Enterprise risk management
Insurance
Appointment of the external auditor
Code of Conduct
The Audit Committee and the chairman of the Audit Committee
also held private individual meetings with the Chief Executive Officer,
Chief Financial Officer, Senior Vice President Internal Audit and
external auditor.
In a separate private meeting, the Audit Committee carried out a
self-evaluation on the basis of written questionnaires, which provided
the framework for discussions on its own functioning as well as that of
its individual members. This review concluded that the Audit
Committee's composition, its work processes, the scope and depth of
its activities, its interfaces with the Corporate Executive Board and the
Supervisory Board, and the personal contribution of each individual
committee member are satisfactory and adequately serve the
Company's needs. Furthermore, the review concluded that the Audit
Committee wanted to intensify its contact with second level financial
management. Following this conclusion, the Audit Committee held
meetings with financial management.
The Supervisory Board has determined that Tom de Swaan and
Stephanie Shern are "Audit Committee Financial Experts" within the
meaning of the Dutch Corporate Governance Code.
Selection and Appointment Committee
In 2012, the Selection and Appointment Committee held five
meetings. The Chief Executive Officer was invited to most of these
meetings. Its main areas of focus were long-term succession planning
for the Supervisory Board and management development. It was also
involved in organizational and management changes at Ahold Europe
and Ahold USA and discussed overall succession and management
development processes at Ahold.
