BsimEiHHta
Corporate governance
43
Ahold is committed to a corporate
governance structure that best supports
its business and meets the needs of
its stakeholders and that complies
with relevant rules and regulations.
Governance structure
Management Board and
Executive Committee
Governance structure
Ahold
The Netherlands
Ahold at a glance I Business review I Governance I Financials I Investors
This section contains an overview of our
corporate governance structure and includes
information required under the Dutch Corporate
Governance Code.
Koninklijke Ahold N.V. (the Company) is a public
company under Dutch law with a two-tier board
structure. Our Management Board has ultimate
responsibility for the overall management of Ahold.
We also have an Executive Committee comprised
of our Management Board as well as certain key
officers of the Company. The Executive Committee is
led by the Chief Executive Officer and is accountable
to the Management Board. The Management Board
is supervised and advised by a Supervisory Board.
The Management Board and the Supervisory Board
are accountable to Ahold's shareholders.
Our Company is structured to effectively execute our
strategy and to balance local, continental and global
decision-making. It is comprised of a Corporate
Center and three platforms: Ahold USA, Ahold The
Netherlands and Ahold Czech Republic, each of
which contains a number of businesses.
The following diagram shows Ahold's governance
structure. A list of subsidiaries, joint ventures and
associates is included in Note 36 to the consolidated
financial statements.
The Executive Committee manages our general
affairs and ensures that we can effectively
implement our strategy and achieve our objectives.
The Management Board is ultimately responsible for
the actions and decisions of the Executive Committee,
and the overall management of Ahold. For a more
detailed description of the responsibilities of the
Executive Committee and the Management Board,
please refer to the rules of procedure in the corporate
governance section of Ahold's public website at
www.ahold.com.
Management Board
Ahold
USA
Ahold
Czech Republic
Corporate Center
General Meeting of Shareholders
Supervisory Board
Audit Committee
Selection and Appointment Committee
Remuneration Committee
Executive Committee
Ahold
Annual Report 2014
Composition
According to our Articles of Association, the
Management Board must consist of at least three
members. The current members of the Management
Board are: Dick Boer, President and Chief Executive
Officer; Jeff Carr, Executive Vice President and
Chief Financial Officer; Lodewijk Hijmans van den
Bergh, Executive Vice President and Chief Corporate
Governance Counsel; and James McCann,
Executive Vice President and Chief Operating Officer
Ahold USA. The current members of the Executive
Committee are the members of the Management
Board plus Hanneke Faber, Chief Commercial
Officer; Wouter Kolk, Chief Operating Officer Ahold
Netherlands and Chief Executive Officer Albert Heijn;
Abbe Luersman, Chief Human Resources Officer and
Jan Ernst de Groot, Chief Legal Officer. In October
2014, we announced that Lodewijk Hijmans van den
Bergh, Chief Corporate Governance Counsel and
member of the Management Board and Executive
Committee, would step down. This will take effect
as of March 1, 2015. The size and composition of
our Management Board and Executive Committee
and the combined experience and expertise of their
members should reflect the best ft for Ahold's profile
and strategy. This aim for the best ft, in combination
with the availability of qualifying candidates, has
resulted in Ahold, as of March 1, 2015, having a
Management Board in which all three members
are male and an Executive Committee in which five
members are male and two are female. In order
to increase gender diversity of the Management
Board, in accordance with article 2:276 section 2
of the Dutch Civil Code, we pay close attention
to gender diversity in the process of recruiting and
appointing new Management Board members.
In addition, we continuously recruit female executives,
as demonstrated by the appointment of two women
to the Executive Committee. We also encourage the
professional development of female associates, which
has already led to the promotion of several women to
key leadership positions across the Group.
Appointment, suspension and dismissal
The General Meeting of Shareholders can appoint,
suspend, or dismiss a Management Board member
by an absolute majority of votes cast, upon a
proposal made by the Supervisory Board. If another
party makes the proposal, an absolute majority of
votes cast, representing at least one-third of the issued
share capital, is required. If this qualified majority is
not achieved, but a majority of the votes exercised
was in favor of the proposal, then a second meeting
may be held.
In the second meeting, only a majority of votes
exercised, regardless of the number of shares
represented at the meeting, is required to adopt
the proposal. Management Board members
are appointed for four-year terms and may be
reappointed for additional terms not exceeding
four years. The Supervisory Board may at any
time suspend a Management Board member.
Remuneration
On April 17 2013, Ahold's General Meeting of
Shareholders adopted our current remuneration policy
for Management Board members. You can find
details of this policy in Remuneration. For detailed
information on the individual remuneration of
Management Board members, see Notes 31
and 32 to the consolidated financial statements.
Possible reappointment schedule of Management Board
Name
Date of birth
Date of
first appointmenl
Date of possible
reappointment
Dick Boer
August 31, 1957
May 3, 2007
2015
Jeff Carr
September 17, 1961
April 17, 2012
2016
Lodewijk Hijmans van den Bergh
September 16, 1963
April 13, 2010
NA*
James McCann
October 4, 1969
April 17, 2012
2016
Lodewijk Hijmans van den Bergh will step down from the Management Board as of March 1, 2015.