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Corporate governance
Governance structure
Ahold
Czech Republic
Ahold
The Netherlands
Ahold is committed to a corporate
governance structure that best
supports its business and meets the
needs of its stakeholders and that
complies with relevant rules and
regulations.
Management Board and
Executive Committee
Ahold at a glance
Our strategy
Our performance
Governance
Koninklijke Ahold N.V (the Company) is a public
company under Dutch law with a two-tier board
structure. The Company's Management Board has
ultimate responsibility for the overall management
of Ahold. The Company also has an Executive
Committee that is comprised of the Management
Board as well as certain key officers of the
Company, is led by the Chief Executive Officer
and is accountable to the Management Board.
The Management Board is supervised and advised
by a Supervisory Board. The Management Board
and the Supervisory Board are accountable to
Ahold's shareholders.
The Company is structured to effectively execute
its strategy and to balance local, continental
and global decision-making. It is comprised
of a Corporate Center and three platforms,
Ahold Netherlands, Ahold Czech Republic and
Ahold USA, each of which contains a number
of businesses.
Governance structure
Management Board
Ahold USA
Corporate Center
General Meeting of Shareholders
Supervisory Board
Audit Committee
Selection and Appointment Committee
Remuneration Committee
Executive Committee
This section contains an overview of Ahold's
corporate governance structure and includes
information required under the Dutch Corporate
Governance Code.
Financials
Investors
Ahold Annual Report 2013
The following diagram shows the governance
structure of Ahold and its businesses. A list of
subsidiaries, joint ventures and associates is included
in Note 36 to the consolidated financial statements.
The Executive Committee manages the general
affairs of Ahold and ensures that the Company
can effectively implement its strategy and achieve
its objectives. The Management Board is ultimately
responsible for the actions and decisions of the
Executive Committee, and the overall management
of Ahold. For a more detailed description of the
responsibilities of the Executive Committee and the
Management Board, please refer to the rules of
procedure in the corporate governance section of
Ahold's public website at C?www.ahold.com.
Composition
According to Ahold's Articles of Association,
the Management Board must consist of at least
three members. The current members of the
Management Board are: Dick Boer, President and
Chief Executive Officer; Jeff Carr, Executive Vice
President and Chief Financial Officer; Lodewijk
Hijmans van den Bergh, Executive Vice President
and Chief Corporate Governance Counsel; and
James McCann, Executive Vice President and
Chief Operating Officer Ahold USA. The current
members of the Executive Committee are the
members of the Management Board plus
Sander van der Laan, Chief Operating Officer
Ahold Netherlands and Chief Executive Officer
Albert Heijn; Hanneke Faber, Chief Commercial
Officer; and Abbe Luersman, Chief Human
Resources Officer. The size and composition of the
Management Board and the Executive Committee
and the combined experience and expertise of their
members should reflect the best fit for the profile
and strategy of the Company. This aim for the best
fit, in combination with the availability of qualifying
candidates, has resulted in Ahold currently having
a Management Board in which all four members
are male and an Executive Committee in which five
members are male and two are female. In order
to increase gender diversity on the Management
Board, in accordance with article 2:276 section
2 of the Dutch Civil Code, the Company pays
close attention to gender diversity in the process of
recruiting and appointing new Management Board
members. In addition, the Company continues
to recruit female executives, as demonstrated by
the appointment of two women to the Executive
Committee in 2013. Ahold also encourages the
professional development of female employees,
which has already led to the promotion of
several women to key leadership positions across
the Group.
Appointment, suspension and dismissal
The General Meeting of Shareholders can appoint,
suspend, or dismiss a Management Board member
by an absolute majority of votes cast, upon a
proposal made by the Supervisory Board. If another
party makes the proposal, an absolute majority
of votes cast, representing at least one-third of the
issued share capital, is required. If this qualified
majority is not achieved, but a majority of the
votes exercised was in favor of the proposal, then
a second meeting may be held. In the second
meeting, only a majority of votes exercised,
regardless of the number of shares represented at
the meeting, is required to adopt the proposal.
Management Board members are appointed
for four-year terms and may be reappointed
for additional terms not exceeding four years.
The Supervisory Board may at any time suspend a
Management Board member.
