BsimEiHHta
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Supervisory Board report (continued)
Remuneration
Committees of the Supervisory Board
a Ahold's finance structure
Ahold at a glance I Business review I Governance I Financials I Investors
The annual remuneration of the members of the Supervisory Board was determined by the General Meeting
of Shareholders on April 16, 2014. Remuneration is subject to an annual review by the Supervisory Board.
Chairman Supervisory Board
€95,000
Vice Chairman Supervisory Board
€75,000
Member Supervisory Board
€65,000
Chairman Audit Committee
€17,500
Member Audit Committee
€12,000
Chairman Remuneration Committee
€12,000
Member Remuneration Committee
€9,000
Chairman Selection and Appointment Committee
€12,000
Member Selection and Appointment Committee
€9,000
Travel compensation intercontinental
€7,500
Travel compensation continental
€2,500
Travel compensation per round trip air travel.
The Supervisory Board has three permanent committees to which certain tasks are assigned. The committees
provide the Supervisory Board with regular updates on their meetings. The Chairman of the Supervisory Board
attends all committee meetings. The composition of each committee is detailed in the following table.
Audit
Committee
Remuneration
Committee
Selection anc
Appointment Committee
Rob van den Bergh, Chairman
Chairman
Member
Judith Sprieser, Vice Chairman
Member
Member
Stephanie Shern
Chairman
Member
Jan Hommen
Chairman
Derk Doijer
Member
Member
Mark McGrath
Member
Member
Ben Noteboom
Member
Member
René Hooft Graafland
Member
Member
Ahold
Annual Report 2014
Audit Committee
The Audit Committee assists the Supervisory Board
in its responsibility to oversee Ahold's financing,
financial statements, financial reporting process
and system of internal business controls and risk
management. The Chief Executive Officer, Chief
Financial Officer, Chief Corporate Governance
Counsel, Senior Vice President Internal Audit, Senior
Vice President Accounting, Reporting, Risks Controls
and representatives of the external auditor are invited
to and also attend the Audit Committee meetings.
Other members of senior staff are invited when the
Audit Committee deems it necessary or appropriate.
The Audit Committee determines how the external
auditor should be involved in the content and
publication of financial reports other than the financial
statements. The Management Board and the Audit
Committee report to the Supervisory Board annually
on their dealings with the external auditor, including
the auditor's independence. The Supervisory Board
takes these reports into account when deciding on
the nomination for the appointment of an external
auditor that is submitted to the General Meeting
of Shareholders.
In 2014, the Audit Committee held six meetings
in person and one conference call to review the
publication of quarterly results.
Throughout the year, the Audit Committee
closely monitored the financial closing process.
Updates on internal controls were provided
during all Audit Committee meetings. The Audit
Committee was informed regularly on compliance
and reviewed and received regular updates on
Ahold's whistleblower program.
The Audit Committee was closely involved in the
evaluation of Ahold's external auditor, in accordance
with provision V.2.3 of the Dutch Corporate
Governance Code.
The Audit Committee further discussed items including:
a Quarterly interim reports
a 2013 Annual Report including the
financial statements
a Review and approval of the internal audit plan
a Review of and discussions on the findings in the
internal audit letter and the management letter
of the external auditor
a Treasury
a Tax
a Pensions
a Guarantees
a Insurance
a Appointment of the external auditor
a Code of Conduct
The Audit Committee and the Chairman of the Audit
Committee also held private individual meetings with
the Chief Financial Officer, Senior Vice President
Internal Audit and external auditor.
In a separate private meeting, the Audit Committee
carried out a self-evaluation on the basis of written
questionnaires, which provided the framework for
discussions on its own functioning as well as that of
its individual members. This review concluded that the
Audit Committee's composition, its work processes,
the scope and depth of its activities, its interfaces with
the Management Board and the Supervisory Board,
and the personal contribution of each individual
committee member are satisfactory and adequately
serve the Company's needs.
The Supervisory Board has determined that Stephanie
Shern, Judith Sprieser and René Hooft Graafland
are "Audit Committee Financial Experts" within the
meaning of the Dutch Corporate Governance Code.
