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Corporate governance (continued)
Supervisory Board
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Shares and shareholders' rights
Ahold at a glance
Our strategy
Our performance
Governance
Remuneration
On April 17, 2013, Ahold's General Meeting of
Shareholders adopted its current remuneration
policy for Management Board members.
You can find details of this policy in Remuneration.
For detailed information on the individual
remuneration of Management Board members,
see Notes 31 and 32 to the consolidated
financial statements.
The Supervisory Board is responsible for supervising
and advising Ahold's Management Board and
overseeing the general course of affairs and strategy
of the Company. The Supervisory Board is guided
in its duties by the interests of the Company and the
enterprise connected with the Company, taking into
consideration the overall good of the enterprise and
the relevant interests of all its stakeholders.
The Supervisory Board is responsible for monitoring
and assessing its own performance.
Ahold's Articles of Association require the
approval of the Supervisory Board for certain
major resolutions proposed to be taken by the
Management Board, including:
K Issuance of shares
K Acquisitions, redemptions, repurchases of
shares, and any reduction in issued and
outstanding capital
K Allocation of duties within the Management
Board and the adoption or amendment of the
Rules of Procedure of the Executive Committee
and the Management Board
K Significant changes in the identity or the nature of
the Company or its enterprise
Appointment
The General Meeting of Shareholders can appoint,
suspend or dismiss a Supervisory 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.
A Supervisory Board member is appointed for a
four-year term and is eligible for reappointment.
However, a Supervisory Board member may not
serve for more than 12 years.
You can find more detailed information on the
Supervisory Board in the Supervisory Board
report. The following charters can be found in the
corporate governance section of Ahold's public
website at www.ahold.com: the Supervisory
Possible reappointment schedule of Management Board
Date of first Date of possible
Name Date of birth appointment reappointment
Dick Boer August 31, 1957 May 3, 2007 2015
Jeff Carr September 17, 1961 April 17, 2012 2016
Lodewijk Hijmans van den Bergh September 16, 1963 April 13, 2010 2014
James McCann October 4, 1969 April 17, 2012 2016
Financials
Investors
Ahold Annual Report 2013
Board Charter, the Audit Committee Charter,
the Remuneration Committee Charter and the
Selection and Appointment Committee Charter.
The composition of the Supervisory Board,
including its members' combined experience and
expertise, independence, and diversity of age and
gender, 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 Supervisory Board in which two members are
female and five members are male. In order
to increase gender diversity in the Supervisory
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 Supervisory
Board candidates.
Conflict of interest
Each member of the Management Board is
required to immediately report any potential
conflict of interest to the Chairman of the
Supervisory Board and to the other members of
the Management Board and provide them with
all relevant information. Each member of the
Supervisory Board is required to immediately report
any potential conflict of interest to the Chairman of
the Supervisory Board and provide him or her with
all relevant information. The Chairman determines
whether there is a conflict of interest. If a member
of the Supervisory Board or a member of the
Management Board has a conflict of interest with
the Company, the member may not participate in
the discussions and or decision-making process
on subjects or transactions relating to the conflict
of interest. The Chairman of the Supervisory Board
will arrange for such transactions to be disclosed in
the Annual Report. No such transaction occurred
in 2013. In accordance with best practice provision
III.6.4 of the Dutch Corporate Governance Code,
Ahold reports that no transactions between the
Company and legal or natural persons who hold at
least 10% of the shares in the Company occurred
in 2013.
General Meeting of Shareholders
Ahold shareholders exercise their rights through
annual and extraordinary General Meetings of
Shareholders. Ahold is required to convene an
annual General Meeting of Shareholders in the
Netherlands each year, no later than six months
after the end of the Company's financial year.
Additional extraordinary General Meetings of
Shareholders may be convened at any time by
the Supervisory Board, the Management Board,
or by one or more shareholders representing at
least 10% of the issued share capital. The agenda
for the annual General Meeting of Shareholders
must contain certain matters as specified in Ahold's
Articles of Association and under Dutch law,
including the adoption of Ahold's annual financial
statements. Shareholders are entitled to propose
items for the agenda of the General Meeting of
Shareholders provided that they hold at least 1% of
the issued share capital or the shares that they hold
represent a market value of at least €50 million.
The adoption of such a proposal requires a
majority of votes cast at the General Meeting of
Shareholders representing at least one-third of
the issued shares. 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 is required to adopt the proposal,
regardless of the number of shares represented at
the meeting (unless the law or Articles of Association
provide otherwise). Proposals for agenda items
