Remuneration (continued)
Ahold Annual Report 2012 71
Ahold at a glance
Our strategy
Our performance
Governance
Financials
Investors
Vesting of shares under the GRO plan
On April 18, 2013, a maximum of 0.1 million conditional shares
granted in 2010 to members of the Corporate Executive Board
under the three-year component of the GRO plan and 0.1 million
performance shares granted in 2008 to members of the Corporate
Executive Board under the five-year component of the GRO plan
are expected to vest; some of the Board members whose shares are
vesting have retired since the grant dates, and some are continuing
members of the Corporate Executive Board. Except to finance tax due
on the vesting date, members of the Corporate Executive Board
cannot sell the conditional shares for a period of at least five years
following the grant date, or until the end of their employment, if this
period is shorter.
For Ahold employees, on March 1, 2013, a maximum of 1.3 million
conditional shares granted in 2010 under the three-year component
of the Global Reward Opportunity (GRO) equity-based long-term
incentive plan, 2.1 million performance shares granted in 2008 to
Ahold employees under the five-year component of the GRO plan,
and 0.1 million matching shares granted in 2008 to Ahold employees
under the three-year component of the GRO plan are expected to
vest. Vesting is subject to the participant being employed by the
Company on the applicable vesting date. On the vesting date,
participants are eligible, subject to the GRO plan rules, to sell all or
part of the shares vested.
The Company will use treasury shares for delivery of the vested shares.
Outlook remuneration policy 2013
The Remuneration Committee's evaluation of the current policy,
which was adopted at the General Meeting of Shareholders in 2006,
resulted in recommendations to the Supervisory Board to propose
changes to that policy. The changes are aimed to further align the
remuneration policy with Ahold's strategy and performance, corporate
governance best practices, and remuneration of other (senior)
executives and staff members. In line with these recommendations by
the Remuneration Committee, the Supervisory Board will present an
amended remuneration policy for Ahold's Corporate Executive Board
at the General Meeting of Shareholders.
