H
57
Corporate governance (continued)
Decree Article 10 EU
Takeover Directive
Compliance with Dutch Corporate
Governance Code
Corporate Governance statement
Ahold at a glance
Our strategy
Our performance
Governance
According to the Decree Article 10 EU Takeover
Directive, Ahold has to report on, among other
things, its capital structure, restrictions on voting
rights and the transfer of securities, significant
shareholdings in Ahold, the rules governing the
appointment and dismissal of members of the
Management Board and the Supervisory Board
and the amendment of the Articles of Association,
the powers of the Management Board (in particular
the power to issue shares or to repurchase shares),
significant agreements to which Ahold is a party and
which are put into effect, changed or dissolved upon
a change of control of Ahold following a takeover
bid, and any agreements between Ahold and the
members of the Management Board or employees
providing for compensation if their employment
ceases because of a takeover bid.
The information required by the Decree Article 10
EU Takeover Directive is included in this Corporate
governance section and under Investors, and the
notes referred to in these sections or included in the
description of any relevant contract.
Ahold applies the relevant principles and best
practices of the Dutch Corporate Governance
Code applicable to the Company, to the
Management Board and to the Supervisory Board,
in the manner set out in the Governance section, as
long as it does not entail disclosure of commercially
sensitive information, as accepted under the code.
The Dutch Corporate Governance Code was last
amended on December 10, 2008, and can be
found at C? www.commissiecorporategovernance.nl.
Ahold's shareholders consented to apply the
Dutch Corporate Governance Code during the
Extraordinary General Meeting of Shareholders
on March 3, 2004. Ahold continues to seek ways
to improve its corporate governance by measuring
itself against international best practice.
The Dutch Corporate Governance Code requires
companies to publish a statement concerning their
approach to corporate governance and compliance
with the Code. This is referred to in article 2a of
the decree on additional requirements for annual
reports "Vaststellingsbesluit nadere voorschriften
inhoud jaarverslag" last amended on January 1,
2010 (the Decree). The information required to be
included in this corporate governance statement as
described in articles 3, 3a and 3b of the Decree,
which are incorporated and repeated here by
reference, can be found in the following sections of
this Annual Report:
Financials
Investors
Ahold Annual Report 2013
K The information concerning compliance with the
Dutch Corporate Governance Code (published
at www.commissiecorporategovernance.nl),
as required by article 3 of the Decree, can be
found in the section Compliance with the Dutch
Corporate Governance Code
K The information concerning Ahold's risk
management and control frameworks relating
to the financial reporting process, as required by
article 3a sub a of the Decree, can be found in
the relevant sections under How we manage risk
K The information regarding the functioning of
Ahold's General Meeting of Shareholders and
the authority and rights of Ahold's shareholders,
as required by article 3a sub b of the Decree, can
be found in the relevant sections under Shares
and shareholders' rights
K The information regarding the composition and
functioning of Ahold's Management Board
and the Company's Supervisory Board and its
committees, as required by article 3a sub c of
the Decree, can be found in the relevant sections
under Corporate governance
K The information concerning the inclusion of the
information required by the Decree Article 10 EU
Takeover Directive, as required by article 3b of
the Decree, can be found in the section Decree
Article 10 EU Takeover Directive
