H
59
Supervisory Board report (continued)
Meetings and activities of the
Supervisory Board
fifilUE3
Attendance, independence
Ahold at a glance
Our strategy
Our performance
Governance
In 2013, the Supervisory Board held seven meetings
in person and two meetings by conference
call. The members of the Management Board
attended the meetings. The other members of
the Executive Committee as well as other senior
corporate, continental and local management were
regularly invited to be present. The Supervisory
Board held several private meetings without other
attendees to independently review certain issues
and to discuss matters related to the functioning
of the Management and Supervisory Boards.
The then external auditor attended the meeting
on February 26 and 27, 2013, at which the 2012
Annual Report and financial statements were
recommended for adoption by the annual General
Meeting of Shareholders. The Supervisory Board
assessed its own performance over 2013, that of its
committees and its individual members, as well as
the performance of the Management Board and
its individual members through a survey, followed
by one-on-one meetings with the Chairman and
a private meeting (partly) attended by the CEO.
The Supervisory Board was positive, overall, about
its own performance as well as the performance
of its committees and the Management Board.
Findings of the assessment included the intentions
to strengthen the financial expertise within the
Supervisory Board in view of the resignation of Mr.
De Swaan and to monitor closely the effect of the
new management structure including the Executive
Committee and Management Board. The members
of the Supervisory Board have regular contact with
the members of the Management Board and other
Company management outside of the scheduled
meetings of the Supervisory Board. These informal
consultations ensure that the Supervisory Board
remains well-informed about the running of the
Company's operations.
During 2013, the Supervisory Board reviewed
matters related to all significant aspects of Ahold's
activities, results, strategies and management.
During its meetings throughout the year, the
Supervisory Board reviewed reports from its
various committees and regularly assessed the
functioning of the Management Board, the
organizational strategy, talent management and
succession planning.
K In February 2013, the Supervisory Board met to
discuss the Q4 2012 results and 2012 Annual
Report and financial statements, including related
reports from the internal and external auditors
and a report from the Management Board on
the Company's internal control system. The
Supervisory Board supported the dividend
proposal and approved the agenda and
explanatory notes for the Annual General
Meeting of Shareholders in April 2013, including
a proposal to amend the Company's Articles of
Association, a proposal for the nomination of the
external auditor and a proposal related to the
Company's remuneration policy. The Supervisory
Board established the annual compensation of
the Management Board members in accordance
with the Company's remuneration policy and with
the assistance of the Remuneration Committee.
K Also in February 2013, the Supervisory Board
reviewed Ahold's responsible retailing initiatives
and approved its 2012 Responsible Retailing
Report. The Board also received updates on the
European and U.S. businesses, the functioning
of IT systems, the enterprise risk management
of the Group and major legal proceedings with
potential impact on Ahold.
K The successive quarterly figures of 2013 and
related reports and updates were discussed in
June, August and November 2013, respectively.
Finan
Investors
Ahold Annual Report 2013
K Prior to the Annual General Meeting of
Shareholders on April 17, 2013, the Supervisory
Board met to review updates on the European
and U.S. businesses as well as mergers and
acquisitions projects. These projects were also
discussed during a meeting of the Supervisory
Board in May 2013. In that same meeting, the
Supervisory Board approved a proposal from
the Management Board to change the top
management structure of the Company and to
incorporate an Executive Committee.
K In July, the Supervisory Board met in the United
States to visit the Ahold USA divisions and to
review the Company's strategy as part of the
annual strategic planning cycle, including specific
reviews of several strategic growth options and
the intended closing of Stop Shop stores in
New Hampshire.
K The Supervisory Board visited bol.com in the
Netherlands during its meeting in August
2013 and the Company's Giant Carlisle stores
in the Philadelphia area in October 2013.
During the October meeting, the Supervisory
Board reviewed strategic initiatives, market
developments and competitive activities in
its European and U.S. businesses as well as
appropriate responses. The Supervisory Board
also reviewed and approved the Company's
long-term business and finance plans.
K In November 2013, the Supervisory Board met
to discuss and approve the annual budget for
2014. They again reviewed market developments
and competitive activities as well as appropriate
responses. The Supervisory Board reviewed and
supported the proposal for a €1 billion capital
repayment and a reverse stock split. The agenda
for the Extraordinary General Meeting on
January 21, 2014, was approved by the
Supervisory Board in December 2013.
Except in one case, and for a valid reason, all Supervisory Board members attended all Supervisory
Board meetings in 2013. All Supervisory Board members made adequate time available to give sufficient
attention to the matters concerning Ahold. The Supervisory Board confirms that as of February 26, 2014,
all Supervisory Board members are independent within the meaning of provision III.2.2 of the Dutch
Corporate Governance Code.
Board Attendance
Date of appointment
(resignation) during the year
Number of
meetings held
Number of
meetings attended
Jan Hommen
October 2013
2
2
Judith Sprieser
7
7
Stephanie Shern
7
6
Rob van den Bergh
7
7
Derk Doijer
7
7
Mark McGrath
7
7
Ben Noteboom
7
7
Rene Dahan
(October 2013)
5
5
Tom de Swaan
(October 2013)
5
5
