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Corporate governance
47
Governance structure
Management Board and
Executive Committee
Governance structure
Ahold at a glance I Business review I Governance I Financials I Investors
At Ahold, we are committed to a corporate
governance structure that best supports
our business and meets the needs of our
stakeholders and that complies w'th relevant
rules and regulations.
This section contains an overview of our
corporate governance structure and includes
information required under the Dutch Corporate
Governance Code.
Koninklijke Ahold N.V. (the Company or Ahold) is
a public company under Dutch law with a two-tier
board structure. Our Management Board has ultimate
responsibility for the overall management of Ahold.
We also have an Executive Committee comprised
of our Management Board as well as certain key
officers of the Company. The Executive Committee is
led by the Chief Executive Officer and is accountable
to the Management Board. The Management Board
is supervised and advised by a Supervisory Board.
The Management Board and the Supervisory Board
are accountable to Ahold's shareholders.
Our Company is structured to effectively execute
our strategy and to balance local, continental and
global decision-making. It is comprised of Ahold
Corporate Center and three platforms: Ahold USA,
Ahold Netherlands and Ahold Czech Republic,
each of which contains a number of businesses.
The diagram below shows Ahold's governance
structure. A list of subsidiaries, joint ventures
and associates is included in Note 37to the
consolidated financial statements.
The Executive Committee manages our general
affairs and ensures that we can effectively
implement our strategy and achieve our objectives.
The Management Board is responsible for the actions
and decisions of the Executive Committee, and the
overall management of Ahold.
For a more detailed description of the responsibilities
of the Management Board and the Executive
Committee, please refer to the rules of procedure in
the corporate governance section of Ahold's public
website at www.ahold.com.
Ahold
The Netherlands1
Ahold
USA
Management Board
Ahold
Czech Republic
Corporate Center
General Meeting of Shareholders
Superv'sory Board
Audit Committee
Selection and Appointment Committee
Remuneration Committee
Executive Committee
1 Includes Belgium and Germany.
Ahold
Annual Report 2015
Composition of the Management Board
and Executive Committee
According to our Articles of Association, the
Management Board must consist of at least three
members. The current members are: Dick Boer,
President and Chief Executive Officer; Jeff Carr,
Executive Vice President and Chief Financial
Officer; and James McCann, Executive Vice
President and Chief Operating Officer Ahold USA.
The current members of the Executive Committee
are the members of the Management Board plus
Hanneke Faber, Chief Commercial Officer; Abbe
Luersman, Chief Human Resources Officer; Jan Ernst
de Groot, Chief Legal Officer; and Wouter Kolk,
Chief Operating Officer Ahold Netherlands and
Chief Executive Officer Albert Heijn.
On April 15, 2015, the annual General Meeting
of Shareholders reappointed Dick Boer for a third
term. At the Extraordinary General Meeting of
Shareholders on March 14, 2016, Jeff Carr and
James McCann will be nominated for reappointment,
The size and composition of our Management
Board and Executive Committee and the combined
experience and expertise of their members should
reflect the best ft for the Company's prof le and
strategy. This aim for the best ft, in combination
with the availability of qualified candidates, has
resulted in Ahold, as of March 2, 2016, having
a Management Board in which all three members
are male and an Executive Committee in which
two members are female and five members are
male. In order to increase the gender diversity of
the Management Board we pay close attention
to gender diversity in the process of recruiting and
appointing new Management Board members.
We also encourage the professional development
of female associates, which in the past year has
also led to the promotion of several women to key
leadership positions across the Group.
Composition of the proposed Ahold Delhaize
Management Board and Executive Committee
At the Extraordinary General Meeting of
Shareholders on March 14, 2016, Frans Muller,
Pierre Bouchut and Kevin Holt will be nominated
for appointment to the Management Board
subject to and with effect from the date of Ahold's
proposed merger with Delhaize.
As a result, the proposed Ahold Delhaize
Management Board will consist of Dick Boer,
President and Chief Executive Officer; Frans
Muller, Deputy Chief Executive Officer and Chief
Integration Officer; Jeff Carr, Chief Financial Officer;
Pierre Bouchut, Chief Operating Officer Europe;
James McCann, Chief Operating Officer USA;
and Kevin Holt, Chief Operating Officer USA.
The future Executive Committee will be comprised
of the proposed members of the Management
Board plus Marc Croonen, Chief Sustainability,
Transformation Communications Officer;
Hanneke Faber, Chief E-Commerce Innovation
Officer; Jan Ernst de Groot, Chief Legal Officer;
and Abbe Luersman, Chief Human Resources Officer.
Possible reappointment schedule
Management Board
Name
Date of birth
Date of
first appointment
Date of possible
reappointment
Dick Boer
August 31, 1957
May 3, 2007
2019
Jeff Carr
September 17, 1961
April 17, 2012
2016
James McCann
October 4, 1969
April 17, 2012
2016
