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Supervisory Board report (continued)
Meetings and activities of the
Supervisory Board
Attendance, independence
Ahold at a glance
Business review
Governance
In 2014, the Supervisory Board held six meetings
in person and four meetings by conference call.
The Chief Executive Officer, Chief Financial Officer
and Chief Corporate Governance Counsel attended
the meetings. The other members of the Executive
Committee as well as other senior corporate,
continental and local management were regularly
invited to be present. The Supervisory Board held
several private meetings without other attendees to
independently review certain issues and to discuss
matters related to the functioning of the Management
and Supervisory Boards. The external auditor at the
time attended the meeting on February 25, 2014,
at which the 2013 Annual Report and financial
statements were recommended for adoption by
the annual General Meeting of Shareholders.
The Supervisory Board assessed its own performance
over 2014, that of its committees and its individual
members, as well as the performance of the
Management Board and its individual members
through a survey, followed by one-on-one meetings
with the Chairman and a private meeting (partly)
attended by the CEO. The Supervisory Board
was positive, overall, about its own performance
as well as the performance of its committees and
the Management Board. As part of the outcome
of the assessment, the Supervisory Board will
closely monitor the succession planning of both the
Supervisory Board and the Executive Committee.
The members of the Supervisory Board have regular
contact with the members of the Management
Board and other Company management outside
of the scheduled meetings of the Supervisory
Board. These informal consultations ensure that the
Supervisory Board remains well-informed about the
running of the Company's operations.
During 2014, the Supervisory Board reviewed
matters related to all significant aspects of Ahold's
activities, results, strategies and management.
During its meetings throughout the year, the
Supervisory Board reviewed reports from its various
committees and regularly assessed the functioning of
the Management Board, the organizational strategy,
talent management and succession planning.
a In January 2014, the Supervisory Board
held two conference calls: one to discuss the
FY Q4 2013 Trading Statement and the
organizational changes in Ahold's European
business and one to discuss and approve an offer
to acquire SPAR's business in Czech Republic.
a In February 2014, the Supervisory Board met to
discuss the FY Q4 2013 results and the 2013
Annual Report and financial statements, including
related reports from the internal and external
auditors and a report from the Management
Board on the Company's internal control
system. The Supervisory Board supported the
dividend proposal and approved the agenda
and explanatory notes for the annual General
Meeting of Shareholders in April 2014, including
the proposal to appoint René Hooft Graafland
as member of the Supervisory Board and the
proposal for the nomination of the external
auditor. The Supervisory Board established the
annual compensation of the Management Board
members in accordance with the Company's
remuneration policy and with the assistance of the
Remuneration Committee.
a Also in February 2014, the Supervisory Board
appointed Judith Sprieser as Vice Chairman
of the Supervisory Board and adopted the
Rules of Procedure of the Supervisory Board
as a replacement for the former charters of the
Supervisory Board and its committees. The Board
also reviewed Ahold's responsible retailing
initiatives and approved its 2013 Responsible
Retailing Report. Furthermore, the Supervisory
Board received updates on the U.S., Netherlands,
and Czech businesses, the functioning of
Ahold
Annual Report 2014
IT systems, the enterprise risk management of the
Group and major legal proceedings with potential
impact on Ahold.
a The successive 2014 quarterly results and related
reports and updates were discussed in May,
August and November 2014, respectively. Prior to
the annual General Meeting of Shareholders on
April 16, 2014, the Supervisory Board met to
review updates on the Dutch and U.S.businesses
and, in particular, Albert Heijn's strategic initiatives.
a In May, the Supervisory Board held a conference
call to further discuss the intended settlement in the
Waterbury class action in the U.S.
a Also in May, the Supervisory Board appointed
Rob van den Bergh as interim Chairman of the
Supervisory Board effective June 14, 2014,
temporarily replacing Jan Hommen, in view of his
appointment as CEO of KPMG the Netherlands.
a In July, the Supervisory Board met in the U.S.
to visit the Ahold USA divisions and to review the
Company's strategy as part of the annual strategic
planning cycle, including specific reviews of
several strategic initiatives.
a The Supervisory Board visited Ahold's Czech
business during its meeting in August 2014.
a The Supervisory Board members attended the
Company's leadership development program in
the U.S. in October 2014 and held a meeting
at which they reviewed strategic initiatives and
market developments in Ahold's businesses
in the U.S. and the Netherlands, including its
online businesses.
a The Supervisory Board also reviewed and
approved the Company's long-term business and
finance plans.
a In November 2014, the Supervisory Board met to
discuss and approve the annual budget for 2015
and to review annual updates on responsible
retailing and product integrity.
Except on three occasions, and for valid reasons, all Supervisory Board members attended all Supervisory
Board meetings in 2014. All Supervisory Board members made adequate time available to give sufficient
attention to matters concerning Ahold. The Supervisory Board confirms that as of February 25, 2015, all
Supervisory Board members are independent within the meaning of provision III.2.2 of the Dutch Corporate
Governance Code.
Number of
Number of
Board Attendance
meetings helc
meetings attended
Rob van den Bergh
6
6
Judith Sprieser
6
5
Stephanie Shern
6
5
Jan Hommen
6
6
Derk Doijer
6
6
Mark McGrath
6
6
Ben Noteboom 6 5
