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Supervisory Board report (continued)
fifilUE3
Ahold at a glance
Our strategy
Our performance
Governance
In a separate private meeting, the Audit Committee
carried out a self-evaluation on the basis of written
questionnaires, which provided the framework for
discussions on its own functioning as well as that
of its individual members. This review concluded
that the Audit Committee's composition, its work
processes, the scope and depth of its activities, its
interfaces with the Management Board and the
Supervisory Board, and the personal contribution of
each individual committee member are satisfactory
and adequately serve the Company's needs.
Furthermore, the review concluded that the Audit
Committee wanted to intensify its contact with
second level financial management. Following this
conclusion, the Audit Committee held meetings with
financial management.
The Supervisory Board has determined that
Stephanie Shern and Judith Sprieser are "Audit
Committee Financial Experts" within the meaning of
the Dutch Corporate Governance Code.
Selection and Appointment Committee
In 2013, the Selection and Appointment Committee
held five meetings. The Chief Executive Officer
was invited to most of these meetings. Its main
areas of focus were long-term succession planning
for the Supervisory Board and management
development. It was also involved in organizational
and management changes at Ahold Europe and
Ahold USA and discussed overall succession
and management development processes at
Ahold. During one of its meetings, the Selection
and Appointment Committee evaluated its own
functioning and concluded that its composition and
activities are satisfactory and adequately serve the
Company's needs.
Remuneration Committee
The main responsibilities of the Remuneration
Committee include:
K Preparing proposals for the Supervisory
Board on the remuneration policy for the
Management Board, to be adopted by the
General Meeting of Shareholders
K Preparing proposals on the remuneration of
individual members of the Management Board
K Advising on the level and structure of
compensation for senior personnel other than
members of the Management Board
The current members of the Remuneration
Committee are Supervisory Board members
Rob van den Bergh (Chairman), Stephanie
Shern, Judith Sprieser, Mark McGrath, and
Ben Noteboom. In 2013, the Remuneration
Committee met five times. The Chief Executive
Officer was invited to most of these meetings.
For more information on the remuneration policy,
see Remuneration. During one of its meetings,
the Remuneration Committee evaluated its own
functioning and concluded that its composition and
activities are satisfactory and adequately serve the
Company's needs.
Financials
Investors
Ahold Annual Report 2013
Conclusion
The Supervisory Board is of the opinion that
during the year 2013, its composition, mix and
depth of available expertise; working processes;
level and frequency of engagement in all critical
Company activities; and access to all necessary
and relevant information and the Company's
management and staff were fully satisfactory and
enabled it to carry out its duties towards all the
Company's stakeholders.
The Supervisory Board would like to thank Ahold's
shareholders for the trust they have put in the
Company and its management. The Supervisory
Board also wishes to express its appreciation
for the continued dedication and efforts of the
Management Board and all Ahold's associates.
Supervisory Board
Zaandam, the Netherlands
February 26, 2014
