I II
BsimEiHHta
Remuneration
57
Ahold's remuneration policy is prepared
in accordance with the Dutch Corporate
Governance Code and was adopted at
the General Meeting of Shareholders
on April 17, 2013.
Remuneration policy
Total Direct Compensation
million
Benchmark
Base salary
million
Ahold at a glance I Business review I Governance I Financials I Investors
Ahold's remuneration policy aims to attract, motivate
and retain the best-qualified workforce, in a cost-
effective way. The policy is reviewed annually.
The current policy, which was adjusted to be simpler
and more transparent than the previous policy, was
submitted and approved in the 2013 annual General
Meeting of Shareholders. It aligns with our Reshaping
Retail strategy and better supports the Company's
pay-for-performance culture,
Further details on the Management Board members'
employment agreements, individual remuneration,
pension, shares, and other interests in Ahold are
outlined in Notes 31 and 32 to the consolidated
financial statements,
Three elements of remuneration - a base salary, an
annual cash incentive and a long-term equity-based
component - are collectively referred to as Total
Direct Compensation,
Although an important component of the overall
remuneration package, the pension benefit is not
part of Total Direct Compensation. Further details on
Ahold's pension benefit are outlined in the chapter
Pensions and other contract terms.
Total Direct Compensation
CEO CFO CCGC COO
Global Reward Opportunity (GRO)2
ExCo Incentive Plan1
Base salary 2014
1 Bonuses represent at - target opportunity.
2 "GRO" represents the at - target value award.
Ahold
Annual Report 2014
The competitiveness of the Management
Board remuneration is benchmarked annually,
The remuneration packages are benchmarked
against the same peer group used to benchmark the
performance of Ahold (see table below).
Wal-Mart Stores
Costco
Supervalu
Carrefour
Kroger
Delhaize Group
Metro
Target
Staples
Tesco
Safeway
The level of the base salary of the members of the
ExCo is derived from the benchmarking of Total
Direct Compensation. Adjustment of the base salary
is at the discretion of the Supervisory Board.
The peer group reflects Ahold's geographic
operating areas and the markets most relevant to
the recruitment and retention of top management.
In addition, AEX market practice in the Netherlands
is also taken into consideration. In addition to the
level of overall remuneration, Ahold evaluates the
composition of the Total Direct Compensation,
including the risk prof le and the level of fixed (base
salary) and variable (annual and long-term incentives)
components, on an annual basis.
The target Total Direct Compensation level is typically
around the median of the peer group.
In anticipation of potential changes to the peer
group due to de-listing, mergers and or other
extraordinary circumstances, the Supervisory Board
has defined a short list with substitutes. At the
Supervisory Board's discretion, companies in the
main peer group can be replaced by companies
from the substitute list. In general, geographical
spread is leading so, if a U.S.-based peer drops out,
it is replaced by a U.S.-based company from the
substitute list. For benchmarking purposes, from 2015
onwards, Casino will be the substitute for Safeway in
the Ahold peer group. For relative TSR measurement,
this substitution comes into effect for all unvested and
to-be-granted GRO performance shares.
Base salary
0.8
0.2
CEO
Base salary 2012
Base salary 2013
Base salary 2014
CFO
CCGC
COO
