BsimEiHHta
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Corporate governance (continued)
Shares and shareholders' rights
Ahold at a glance
Business review
Governance
General Meeting of Shareholders
Ahold shareholders exercise their rights through
annual and extraordinary General Meetings of
Shareholders. We are required to convene an
annual General Meeting of Shareholders in the
Netherlands each year, no later than six months
after the end of the Company's financial year.
Additional extraordinary General Meetings of
Shareholders may be convened at any time by
the Supervisory Board, the Management Board,
or by one or more shareholders representing
at least 10% of the issued share capital.
The agenda for the annual General Meeting of
Shareholders must contain certain matters as specified
in Ahold's Articles of Association and under Dutch
law, including the adoption of our annual financial
statements. The General Meeting of Shareholders is
also entitled to vote on important decisions regarding
Ahold's identity or character, including major
acquisitions and divestments.
Shareholders are entitled to propose items for the
agenda of the General Meeting of Shareholders
provided that they hold at least 1% of the issued share
capital or the shares that they hold represent a market
value of at least €50 million. Proposals for agenda
items for the General Meeting of Shareholders must
be submitted at least 60 days prior to the date of
the meeting.
Adoption of resolutions
Subject to certain exceptions provided by Dutch law
or our Articles of Association, resolutions are passed
by an absolute majority of votes cast without a
requirement for a quorum.
Proposals submitted to the agenda by shareholders
require an absolute majority of votes cast at the
General Meeting of Shareholders representing at
least one-third of the issued shares. If this qualified
majority is not achieved but an absolute majority
of the votes exercised was in favor of the proposal,
then a second meeting may be held. In the second
meeting, only an absolute majority of votes exercised
is required to adopt the proposal, regardless of
the number of shares represented at the meeting
(unless the law or our Articles of Association
provide otherwise).
A resolution to amend the Articles of Association that
would change the rights vested in the holders of a
particular class of shares requires the prior approval
of a meeting of that particular class.
A resolution to dissolve the Company may be
adopted by the General Meeting of Shareholders
following a proposal of the Management Board
made with the approval of the Supervisory Board.
Any proposed resolution to wind up the Company
must be disclosed in the notice calling the General
Meeting of Shareholders at which that proposal
is to be considered.
Voting rights
Each common share entitles its holder to cast one
vote. Dutch law prescribes a record date to be set
28 days prior to the date of the General Meeting
of Shareholders to determine whether a person may
attend and exercise the rights relating to the General
Meeting of Shareholders. Shareholders registered
at that date are entitled to attend and to exercise
their rights as shareholders in relation to the General
Meeting of Shareholders, regardless of a sale of
shares after the record date. Shareholders may
be represented by written proxy.
Ahold
Annual Report 2015
We encourage participation in Ahold's General
Meetings of Shareholders. We use Deutsche Bank
Trust Company Americas, the Depositary for the
Company's ADR facility, to enable ADR holders to
exercise their voting rights, which are represented
by the common shares underlying the ADRs.
Neither Ahold nor any of its subsidiaries may cast
a vote on any share they hold in the Company,
These shares are not taken into account for the
purpose of determining how many shareholders
are represented or how much of the share capital is
represented at the General Meeting of Shareholders.
Holders of depositary receipts of cumulative
preferred financing shares may attend the General
Meeting of Shareholders. The voting rights on
the underlying shares may be exercised by the
Stichting Administratiekantoor Preferente Financierings
Aandelen Ahold (SAPFAA), a foundation organized
under the laws of the Netherlands.
Cumulative preferred financing shares
All outstanding cumulative preferred financing shares
have been issued to SAPFAA. Holders of depositary
receipts can obtain proxies from SAPFAA.
In accordance with its articles, the board of SAPFAA
consists of three members: one A member, one
B member and one C member. The A member is
appointed by the general meeting of depositary
receipt holders, the B member is appointed by the
Company and the C member is appointed by a
joint resolution of the A member and the B member.
As of March 2, 2016, the members of the board
of SAPFAA are:
Member A:
J.L. van der Giessen
Member B:
C.W. de Monchy
Member C: H.J. Baeten, chairman
Ahold pays a mandatory annual dividend on
cumulative preferred financing shares, which is
calculated in accordance with the provisions of
article 39.4 of the Company's Articles of Association.
For further details on cumulative preferred financing
shares and the related voting rights, see Note 22
to the consolidated financial statements.
Cumulative preferred shares
As of January 3, 2016, no cumulative preferred
shares are outstanding. Ahold entered into an option
agreement with the Dutch foundation Stichting Ahold
Continuïteit (SAC) designed to, in accordance with
the purpose of SAC under its articles, exercise
influence in the event of a public offer or a potential
change of control over the Company, to safeguard
the interests of the Company and all stakeholders in
the Company and to resist, to the best of its ability,
influences that might conflict with those interests by
affecting the Company's continuity, independence
or identity.
SAC and the members of its board are independent
from the Company. As of March 2, 2016, the
members of the board of SAC are:
Name
Principal or former occupation
W.G. van Hassel,
Former lawyer and
chairman
former chairman
Dutch BarAssociation
G.H.N.L. van Woerkom
Chairman of Detailhandel
Nederland
J. van den Belt
Former CFO Océ
B. Vree
CEO APM Terminals Europe
For details on Ahold's cumulative preferred shares,
see Note 20 to the consolidated financial statements.
