qJ B B isiKaEm 69 a Remuneration (continued) Ahold at a qlance Our strategy Our performance Governance Total Direct Compensation The basic elements of the Total Direct Compensation provided to Ahold's ExCo members are (1) a base salary, (2) an annual cash incentive and (3) a long-term equity-based program. Another important component of the overall remuneration package is the pension benefit; however, this component is not regarded as part of Total Direct Compensation. Benchmarking To assess the competitiveness of the overall remuneration provided to the ExCo, the package is benchmarked annually. The peer group used for this purpose is the same as that used to benchmark the performance of the Company (see table below). This peer group reflects Ahold's geographic operating areas and the markets most relevant to the recruitment and retention of top management. In addition, AEX market practice in the Netherlands is considered, as Ahold is based in the Netherlands. The composition (risk profile) of the Total Direct Compensation levels is taken into account when benchmarking these levels. The target Total Direct Compensation level is typically around the median. Base salary The level of the base salary of the members of the ExCo is derived from the benchmarking of Total Direct Compensation. Adjustment of the base salary is at the discretion of the Supervisory Board. Annual cash incentive plan The ExCo's adjusted annual cash incentive plan uses three equally weighted financial measures: net sales growth (30%), operating margin (30%) and operational cash flow (30%). In addition, a non-financial performance measure (10%) is included that relates to responsible retailing targets. The at-target payout as a percentage of base salary is 100%, contingent on full achievement of the objectives, with a cap at 150% of the base salary. Ahold does not disclose the required performance levels of the measures, as this is considered commercially sensitive information. The actual 2013 EIP payout is 89% of base salary. Wal-Mart Stores Costco Supervalu Carrefour Kroger Delhaize Group Metro Target Staples Tesco Safeway 2013 EIP Performance measures and weighting (30%) Net sales growth (30%) Operating margin (30%) Operating cash flow (10%) Responsible retailing Financials Investors Annual Report 2013 In addition to quantitative financial targets, we have also set non-financial targets that relate to our responsible retailing strategic ambitions. These non-financial targets are more qualitative and are therefore monitored in a more qualitative way. Targets set are aspirational, ambitious and aim mainly to provide a sense of direction rather than a required end-state. They are also intended to facilitate a dialogue between Ahold's ExCo and all relevant stakeholders. The additional information provided by the ExCo should enable the Supervisory Board to determine the ultimate score on RR. To ensure there is a quantifiable aspect to the non-financial component and avoid any potential opportunity loss to the participant (as it is not possible to "overscore" on the non-financial component), the calculation of the score under the non-financial component is linked to the performance of the financial components. In short, the achieved financial multiplier is applied to the score on the non-financial component. If the financial multiplier is zero, the score on the non- financial component will be zero (regardless of the achieved score on the non-financial component) resulting in no pay-out. Equity-based program: Global Reward Opportunity Under the Global Reward Opportunity (GRO) program, shares are granted through a three- year program. The program consists of two components: shares with a performance hurdle at grant (conditional share grant) and shares with a performance hurdle at vesting (performance share grant). The at-target value of the shares to be granted is divided by the average share price over the six months preceding the date of grant to calculate the number of shares. No adjustment for risk has or will be made. Scenario analyses are prepared regularly to estimate possible future payout levels. These analyses are included in the annual evaluation of the remuneration policy, each of its components and the mix of these components (the risk profile of the package).

Jaarverslagen | 2013 | | pagina 151