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Corporate governance (continued)
Decree Article 10 EU Takeover Directive
Compliance with Dutch Corporate
Governance Code
Corporate Governance statement
Ahold at a glance I Business review I Governance I Financials I Investors
a Silchester International Investors LLP - 2.99% shareholding (3.58% voting rights) disclosed on
January 21, 2015
a Blackrock, Inc - 2.88% shareholding (4.35% voting rights) disclosed on September 5, 2014
a Mondrian Investment Partners Limited - 4.26% shareholding (4.99% voting rights) disclosed on
September 27 2012
a ING Groep N.V. - 9.26% shareholding (4.92% voting rights) disclosed on April 8, 20082
a DeltaFort Beleggingen I B.V. - 11.23% shareholding (3.82% voting rights) disclosed on August 23, 20072
a Stichting Administratiekantoor Preferente Financieringsaandelen Ahold - 20.19% shareholding (6.55% voting
rights) disclosed on July 13, 20123
1 In accordance with the filing requirements, the percentages shown include both direct and indirect capital interests and
voting rights and both real and potential capital interests and voting rights. Further details can be found at www.afm.nl.
2 The interest on record for ING Groep N.V. and DeltaFort Beleggingen B.V. includes both the direct and real interest from
the common shares as well as the indirect and or potential interest from the depository receipts.
3 SAPFAA holds all outstanding cumulative preferred financing shares and it issued corresponding depository receipts to
investors that were filed under ING Group N.V. and DeltaFort Beleggingen B.V. Therefore, in relation to the outstanding
cumulative preferred financing shares, disclosures are made by both SAPFAA (for the shares) and by ING Group N.V.
and DeltaFort Beleggingen B.V. (for the corresponding depository receipts).
Articles of Association
Our Articles of Association outline certain of the
Company's basic principles relating to corporate
governance and organization. The current text
of the Articles of Association is available at the
Trade Register of the Chamber of Commerce and
Industry for Amsterdam and on our public website
at www.ahold.com.
The Articles of Association may be amended by the
General Meeting of Shareholders. A resolution to
amend the Articles of Association may be adopted
by an absolute majority of the votes cast upon a
proposal of the Management 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 is in favor of the
proposal, then a second meeting may be held. In the
second meeting, only a majority of votes, regardless
of the number of shares represented at the meeting,
is required. The prior approval of a meeting of
holders of a particular class of shares is required for
a proposal to amend the Articles of Association that
makes any change in the rights that vest in the holders
of shares of that particular class.
Auditor
The General Meeting of Shareholders appoints the
external auditor. The Audit Committee recommends
to the Supervisory Board the external auditor to be
proposed for (re)appointment by the General Meeting
of Shareholders. In addition, the Audit Committee
evaluates and, where appropriate, recommends the
replacement of the external auditors. On April 16,
2014, the General Meeting of Shareholders appointed
PricewaterhouseCoopers Accountants N.V. as external
auditor for the Company for the financial year 2014.
According to the Decree Article 10 EU Takeover
Directive, we have to report on, among other things,
our capital structure, restrictions on voting rights and
the transfer of securities, significant shareholdings
in Ahold, the rules governing the appointment and
dismissal of members of the Management Board
and the Supervisory Board and the amendment
of the Articles of Association, the powers of the
Management Board (in particular the power to
issue shares or to repurchase shares), significant
agreements to which Ahold is a party and which are
put into effect, changed or dissolved upon a change
Ahold
Annual Report 2014
of control of Ahold following a takeover bid, and
any agreements between Ahold and the members
of the Management Board or associates providing
for compensation if their employment ceases because
of a takeover bid.
The information required by the Decree Article 10
EU Takeover Directive is included in this Corporate
governance section and under Investors, and the
notes referred to in these sections or included in the
description of any relevant contract.
We apply the relevant principles and best practices
of the Dutch Corporate Governance Code
applicable to the Company, to the Management
Board and to the Supervisory Board, in the manner
set out in the Governance section, as long as it
does not entail disclosure of commercially sensitive
information, as accepted under the code. The Dutch
Corporate Governance Code was last amended
on December 10, 2008, and can be found at
www.commissiecorporategovernance.nl.
Our shareholders consented to apply the
Dutch Corporate Governance Code during the
Extraordinary General Meeting of Shareholders
on March 3, 2004. Ahold continues to seek ways
to improve its corporate governance by measuring
itself against international best practice.
Following Jan Hommen's appointment as CEO of
KPMG the Netherlands, the Supervisory Board
designated Rob van den Bergh as interim Chairman
of the Supervisory Board to temporarily replace Jan
Hommen as Chairman of the Supervisory Board
as of June 14, 2014. Given his experience, Rob
van den Bergh was the most obvious choice for the
position, although his designation was in deviation
from best practice III.5.11 of the Dutch Corporate
Governance Code. The Supervisory Board
endeavors to resolve this temporary non-compliance
with section III.5.11 of the Dutch Corporate
Governance Code shortly and with due care to the
interests of the Company.
The Dutch Corporate Governance Code requires
companies to publish a statement concerning their
approach to corporate governance and compliance
with the Code. This is referred to in article 2a of
the decree on additional requirements for annual
reports "Vaststellingsbesluit nadere voorschriften
inhoud jaarverslag" last amended on January 1,
2010 (the Decree). The information required to be
included in this corporate governance statement as
described in articles 3, 3a and 3b of the Decree,
which are incorporated and repeated here by
reference, can be found in the following sections
of this Annual Report:
a The information concerning compliance with the
Dutch Corporate Governance Code (published
at www.commissiecorporategovernance.nl),
as required by article 3 of the Decree, can be
found in the section Compliance with the Dutch
Corporate Governance Code.
a The information concerning Ahold's risk
management and control frameworks relating
to the financial reporting process, as required by
article 3a sub a of the Decree, can be found in
the relevant section under hlow we manage risk.
a The information regarding the functioning of
Ahold's General Meeting of Shareholders and
the authority and rights of Ahold's shareholders,
as required by article 3a sub b of the Decree,
can be found in the relevant sections under
Shares and shareholders' rights.
a The information regarding the composition and
functioning of Ahold's Management Board
and the Company's Supervisory Board and its
committees, as required by article 3a sub c of
the Decree, can be found in the relevant sections
under Corporate governance.
a The information concerning the inclusion of the
information required by the Decree Article 10
EU Takeover Directive, as required by article
3b of the Decree, can be found in the section
Decree Article 10 EU Takeover Direciive.
