H
60
Supervisory Board report (continued)
Remuneration
Committees of the Supervisory Board
fifilUE3
Ahold at a glance
Our strategy
Our performance
Governance
The annual remuneration of the members of the Supervisory Board was determined by the General
Meeting of Shareholders on April 17, 2013. Remuneration is subject to a yearly review by the
Supervisory Board.
Chairman Supervisory Board
€85,000
Vice Chairman Supervisory Board
€65,000
Member Supervisory Board
€55,000
Chairman Audit Committee
€17,500
Member Audit Committee
€12,000
Chairman Remuneration Committee
€12,000
Member Remuneration Committee
€9,000
Chairman Selection and Appointment Committee
€12,000
Member Selection and Appointment Committee
€9,000
Travel compensation1 intercontinental
€7,500
Travel compensation1 continental
€2,500
1 Travel compensation per round trip air travel.
The Supervisory Board has three permanent committees to which certain tasks are assigned.
The committees provide the Supervisory Board with regular updates of their meetings. The Chairman of the
Supervisory Board attends all committee meetings. The composition of each committee is detailed in the
following table.
Audit
Committee
Remuneration
Committee
Selection and
Appointment
Committee
Jan Hommen, Chairman
Chairman
Judith Sprieser, Vice Chairman
Member
Member
Stephanie Shern
Chairman
Member
Rob van den Bergh
Chairman
Member
Derk Doijer
Member
Member
Mark McGrath
Member
Member
Ben Noteboom
Member
Member
Financials
Investors
Ahold Annual Report 2013
Audit Committee
The Audit Committee assists the Supervisory Board
in its responsibility to oversee Ahold's financing,
financial statements, financial reporting process
and system of internal business controls and risk
management. The Chief Executive Officer, Chief
Financial Officer, Chief Corporate Governance
Counsel, Senior Vice President Internal Audit,
Senior Vice President Accounting, Reporting, Risks
Controls and representatives of the external
auditor are invited to and also attend the Audit
Committee meetings. Other members of senior
staff are invited when the Audit Committee deems
it necessary or appropriate. The Audit Committee
determines how the external auditor should be
involved in the content and publication of financial
reports other than the financial statements.
The Management Board and the Audit Committee
report to the Supervisory Board annually on their
dealings with the external auditor, including the
auditor's independence. The Supervisory Board
takes these reports into account when deciding
on the nomination for the appointment of an
external auditor that is submitted to the General
Meeting of Shareholders.
In 2013, the Audit Committee held three meetings
in person and two conference calls to review the
publication of quarterly results and the Annual
Trading Statement. In October 2013, Tom de
Swaan stepped down as Chairman of the Audit
Committee and was succeeded by Stephanie Shern.
Throughout the year, the Audit Committee
closely monitored the financial closing process.
Updates on internal controls were provided
during all Audit Committee meetings. The Audit
Committee was informed regularly on litigation
and related exposure and reviewed and received
regular updates on Ahold's whistleblower program.
The Audit Committee was closely involved in
the evaluation of Ahold's external auditor, in
accordance with provision V.2.3 of the Dutch
Corporate Governance Code.
The Audit Committee further discussed
items including:
K Quarterly interim reports
K Annual trading statement
K 2012 Annual Report including the
financial statements
K Review and approval of the internal audit plan
K Review of and discussions on the findings in the
internal audit letter and the management letter of
the external auditor
K Ahold's fi nance structure
K Treasury
K Capital investments
K Tax
K Pensions
K Guarantees
K Enterprise risk management
K Reputational issues
K Insurance
K Appointment of the external auditor
K Code of Conduct
The Audit Committee and the Chairman of the
Audit Committee also held private individual
meetings with the Chief Executive Officer, Chief
Financial Officer, Senior Vice President Internal
Audit and external auditor.
