BsimEiHHta
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Corporate governance (continued)
Supervisory Board
Shares and shareholders' rights
Ahold at a glance
Business review
Governance
The Supervisory Board is responsible for supervising
and advising our Management Board and
overseeing the general course of affairs and strategy
of the Company. The Supervisory Board is guided
in its duties by the interests of the Company and
the enterprise connected with the Company, taking
into consideration the overall good of the enterprise
and the relevant interests of all its stakeholders.
The Supervisory Board is responsible for monitoring
and assessing its own performance. Ahold's Articles
of Association require the approval of the Supervisory
Board for certain major resolutions proposed to be
taken by the Management Board, including:
a Issuance of shares
a Acquisitions, redemptions, repurchases of
shares, and any reduction in issued and
outstanding capital
a Allocation of duties within the Management Board
and the adoption or amendment of the Rules of
Procedure of the Executive Committee and the
Management Board
a Significant changes in the identity or the nature
of the Company or its enterprise
Appointment
The General Meeting of Shareholders can appoint,
suspend or dismiss a Supervisory 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. A Supervisory
Board member is appointed for a four-year term
and is eligible for reappointment. However, a
Supervisory Board member may not serve for more
than 12 years.
You can find more detailed information on the
Supervisory Board in the Supervisory Board report.
The Rules of Procedure of the Supervisory Board
can be found in the corporate governance section
of Ahold's public website at www.ahold.com.
The composition of the Supervisory Board, including
its members' combined experience and expertise,
independence, and diversity of age and gender,
should reflect the best ft for Ahold's profle and
strategy. This aim for the best ft, in combination with
the availability of qualifying candidates, has resulted
in Ahold currently having a Supervisory Board in
which two members are female and six members
are male. In order to increase gender diversity in
the Supervisory 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 Supervisory
Board candidates.
Conflict of interest
Each member of the Management Board is required
to immediately report any potential conflict of interest
to the Chairman of the Supervisory Board and
to the other members of the Management Board
and provide them with all relevant information.
Each member of the Supervisory Board is required
to immediately report any potential conflict of
interest to the Chairman of the Supervisory Board
and provide him or her with all relevant information.
The Chairman determines whether there is a conflict
of interest. If a member of the Supervisory Board
or a member of the Management Board has a
conflict of interest with the Company, the member
may not participate in the discussions and or
decision-making process on subjects or transactions
relating to the conflict of interest. The Chairman of the
Supervisory Board will arrange for such transactions
to be disclosed in the Annual Report. No such
transaction occurred in 2014. In accordance with
best practice provision III.6.4 of the Dutch Corporate
Governance Code, Ahold reports that no transactions
between the Company and legal or natural persons
who hold at least 10% of the shares in the Company
occurred in 2014.
Ahold
Annual Report 2014
General Meeting of Shareholders
Ahold shareholders exercise their rights through
annual and extraordinary General Meetings of
Shareholders. We are required to convene an
annual General Meeting of Shareholders in the
Netherlands each year, no later than six months
after the end of the Company's financial year.
Additional extraordinary General Meetings of
Shareholders may be convened at any time by the
Supervisory Board, the Management Board, or
by one or more shareholders representing at least
10% of the issued share capital. The agenda for
the annual General Meeting of Shareholders must
contain certain matters as specified in Ahold's Articles
of Association and under Dutch law, including
the adoption of our annual financial statements.
Shareholders are entitled to propose items for the
agenda of the General Meeting of Shareholders
provided that they hold at least 1% of the issued
share capital or the shares that they hold represent
a market value of at least €50 million. The adoption
of such a proposal requires a majority of votes
cast at the General Meeting of Shareholders
representing at least one-third of the issued shares.
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
is required to adopt the proposal, regardless of
the number of shares represented at the meeting
(unless the law or Articles of Association provide
otherwise). Proposals for agenda items for the
General Meeting of Shareholders must be submitted
at least 60 days prior to the date of the meeting.
The General Meeting of Shareholders is also entitled
to vote on important decisions regarding Ahold's
identity or character, including major acquisitions
and divestments.
Dutch law prescribes a record date to be set 28
days prior to the date of the General Meeting of
Shareholders to determine whether a person may
attend and exercise the rights relating to the General
Meeting of Shareholders. Shareholders registered
at that date are entitled to attend and to exercise
their rights as shareholders in relation to the General
Meeting of Shareholders, regardless of a sale of
shares after the record date. Shareholders may be
represented by written proxy.
We encourage participation in Ahold's General
Meetings of Shareholders. We use Deutsche Bank
Trust Company Americas, the Depositary for the
Company's ADR facility, to enable ADR holders to
exercise their voting rights, which are represented by
the common shares underlying the ADRs.
Voting rights
Each common share entitles its holder to cast one
vote. Subject to certain exceptions provided by Dutch
law or our Articles of Association, resolutions are
passed by a majority of votes cast. A resolution to
amend the Articles of Association that would change
the rights vested in the holders of a particular class
of shares requires the prior approval of a meeting
of that particular class. A resolution to dissolve
the Company may be adopted by the General
Meeting of Shareholders following a proposal of the
Management Board made with the approval of the
Supervisory Board. Any proposed resolution to wind
up the Company must be disclosed in the notice
calling the General Meeting of Shareholders at which
that proposal is to be considered.
Neither Ahold nor any of its subsidiaries may cast
a vote on any share they hold in the Company,
These shares are not taken into account for the
purpose of determining how many shareholders
are represented or how much of the share capital is
represented at the General Meeting of Shareholders.
Holders of depositary receipts of cumulative
preferred financing shares may attend the General
Meeting of Shareholders. The voting rights on
the underlying shares may be exercised by the
Stichting Administratiekantoor Preferente Financierings
Aandelen Ahold (SAPFAA), a foundation organized
under the laws of the Netherlands.
