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.

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