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55
Corporate governance (continued)
tifilUE3
CEO APM
Ahold at a glance
Our strategy
Our performance
Governance
for the General Meeting of Shareholders must be
submitted at least 60 days prior to the date of the
meeting. The General Meeting of Shareholders
is also entitled to vote on important decisions
regarding the identity or the character of Ahold,
including major acquisitions and divestments.
Dutch law prescribes a record date to be
set 28 days prior to the date of the General
Meeting of Shareholders to determine whether
a person may attend and exercise the rights
relating to the General Meeting of Shareholders.
Shareholders registered at that date are entitled to
attend and to exercise their rights as shareholders
in relation to the General Meeting of Shareholders,
regardless of a sale of shares after the record date.
Shareholders may be represented by written proxy.
Ahold encourages participation in General
Meetings of Shareholders. Ahold uses Deutsche
Bank Trust Company Americas, the Depositary for
the Company's ADR facility, to enable ADR holders
to exercise their voting rights, which are represented
by the common shares underlying the ADRs.
Voting rights
Each common share entitles its holder to cast
one vote. Subject to certain exceptions provided
by Dutch law or Ahold's Articles of Association,
resolutions are passed by a majority of votes cast.
A resolution to amend the Articles of Association
that would change the rights vested in the holders
of a particular class of shares requires the prior
approval of a meeting of that particular class.
A resolution to dissolve the Company may be
adopted by the General Meeting of Shareholders
following a proposal of the Management Board
made with the approval of the Supervisory Board.
Any proposed resolution to wind up the Company
must be disclosed in the notice calling the General
Meeting of Shareholders at which that proposal is to
be considered.
Neither Ahold nor any of its subsidiaries may cast
a vote on any share they hold in the Company.
These shares are not taken into account for the
purpose of determining how many shareholders
are represented or how much of the share
capital is represented at the General Meeting
of Shareholders.
Holders of depositary receipts of cumulative
preferred financing shares may attend the General
Meeting of Shareholders. The voting rights on the
underlying shares may be exercised by the Stichting
Administratiekantoor Preferente Financierings
Aandelen Ahold (SAPFAA), a foundation organized
under the laws of the Netherlands.
Cumulative preferred financing shares
All outstanding cumulative preferred financing
shares have been issued to SAPFAA.
Holders of depositary receipts can obtain proxies
from SAPFAA. In accordance with its articles, the
board of SAPFAA consists of three members: one
A member, one B member and one C member.
The A member is appointed by the general meeting
of depositary receipt holders, the B member is
appointed by the Company and the C member is
appointed by a joint resolution of the A member
and the B member. As of February 26, 2014, the
members of the board of SAPFAA are:
Member A:
J.L. van der Giessen
Member B:
C.W. de Monchy
Member C:
H.J. Baeten, Chairman
Ahold pays a mandatory annual dividend on
cumulative preferred financing shares, which
is calculated in accordance with the provisions
of article 39.4 of the Company's Articles of
Association. For further details on cumulative
preferred financing shares and the related
voting rights, see Note 22 to the consolidated
financial statements.
Financials
Investors
Ahold Annual Report 2013
Cumulative preferred shares
No cumulative preferred shares are currently
outstanding. Ahold entered into an option
agreement with the Dutch foundation Stichting
Ahold Continuïteit (SAC) designed to exercise
influence in the event of a potential change of
control over the Company, to safeguard the
interests of the Company and all stakeholders in
the Company and to resist, to the best of its ability,
influences that might conflict with those interests by
affecting the Company's continuity, independence
or identity. The purpose of SAC, according to its
articles of association, is to safeguard the interests of
the Company and all stakeholders in the Company
and to resist, to the best of its ability, influences that
might conflict with those interests by affecting the
Company's continuity, independence or identity.
As of February 26, 2014, the members of the board
of SAC are:
G.H.N.L. van Woerkom
President CEO
of ANWB
J. van den Belt
Former CFO Océ
B. Vree
Terminals Europe
SAC is independent from the Company. For details
on Ahold's cumulative preferred shares, see Note
20 to the consolidated financial statements.
Issue of additional shares and
pre-emptive rights
Shares may be issued following a resolution by the
General Meeting of Shareholders on a proposal of
the Management Board made with the approval
of the Supervisory Board. The General Meeting
of Shareholders may resolve to delegate this
authority to the Management Board for a period
of time not exceeding five years. A resolution of
the General Meeting of Shareholders to issue
shares, or to authorize the Management Board
to do so, is also subject to the approval of each
class of shares whose rights would be adversely
affected by the proposed issuance or delegation.
The General Meeting of Shareholders approved
a delegation of this authority to the Management
Board, relating to the issuance and/or granting of
rights to acquire common shares up to a maximum
of 10% of the issued common shares through
October 17, 2014, and subject to the approval of
the Supervisory Board.
Upon the issuance of new common shares, holders
of Ahold's common shares have a pre-emptive right
to subscribe to common shares in proportion to the
total amount of their existing holdings of Ahold's
common shares. According to the Company's
Articles of Association, this pre-emptive right does
not apply to any issuance of shares to employees
of Ahold. The General Meeting of Shareholders
may decide to restrict or exclude pre-emptive rights.
The General Meeting of Shareholders may also
resolve to designate the Management Board as the
corporate body authorized to restrict or exclude pre
emptive rights for a period not exceeding five years.
The General Meeting of Shareholders has delegated
to the Management Board, subject to approval of the
Supervisory Board, the authority to restrict or exclude
the pre-emptive rights of holders of common shares
upon the issuance of common shares and/or upon
the granting of rights to subscribe for common shares
through October 17, 2014.
Name Principal or former occupation
W.G. van Hassel, Former lawyer and
Chairman former chairman Dutch
Bar Association
