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Corporate governance (continued)
Decree Article 10 EU Takeover Directive
Compliance with Dutch Corporate
Governance Code
Corporate Governance statement
Ahold at a glance
Business review
Governance
Articles of Association
Our Articles of Association outline certain of
the Company's basic principles relating to corporate
governance and organization. The current text
of the Articles of Association is available at the
Trade Register of the Chamber of Commerce and
Industry for Amsterdam and on our public website
at www.ahold.com.
The Articles of Association may be amended by the
General Meeting of Shareholders. A resolution to
amend the Articles of Association may be adopted
by an absolute majority of the votes cast upon a
proposal of the Management Board. If another party
makes the proposal, an absolute majority of votes
cast representing at least one-third of the issued share
capital is required. If this qualified majority is not
achieved but an absolute majority of the votes is in
favor of the proposal, then a second meeting may
be held. In the second meeting, only an absolute
majority of votes, regardless of the number of shares
represented at the meeting, is required.
The prior approval of a meeting of holders of a
particular class of shares is required for a proposal
to amend the Articles of Association that makes any
change in the rights that vest in the holders of shares
of that particular class.
Auditor
The General Meeting of Shareholders appoints the
external auditor. The Audit Committee recommends
to the Supervisory Board the external auditor to
be proposed for (re)appointment by the General
Meeting of Shareholders. In addition, the Audit
Committee evaluates and, where appropriate,
recommends the replacement of the external auditors.
On April 15, 2015, the General Meeting of
Shareholders appointed PricewaterhouseCoopers
Accountants N.V. as external auditor for the
Company for the financial year 2015.
According to the Decree Article 10 EU Takeover
Directive, we have to report on, among other things,
our capital structure, restrictions on voting rights and
the transfer of securities, significant shareholdings
in Ahold, the rules governing the appointment and
dismissal of members of the Management Board
and the Supervisory Board and the amendment
of the Articles of Association, the powers of the
Management Board (in particular the power to
issue shares or to repurchase shares), significant
agreements to which Ahold is a party and which are
put into effect, changed or dissolved upon a change
of control of Ahold following a takeover bid, and
any agreements between Ahold and the members
of the Management Board or associates providing
for compensation if their employment ceases because
of a takeover bid.
The information required by the Decree Article 10
EU Takeover Directive is included in this Corporate
governance section and under Investorsand the
notes referred to in these sections or included in the
description of any relevant contract.
Ahold
Annual Report 2015
We apply the relevant principles and best practices
of the Dutch Corporate Governance Code
applicable to the Company, to the Management
Board and to the Supervisory Board, in the
manner set out in the Governance section, as long
as it does not entail disclosure of commercially
sensitive information, as accepted under the code.
The Dutch Corporate Governance Code was last
amended on December 10, 2008, and can be
found at www.commissiecorporategovernance.nl.
At the Extraordinary General Meeting of
Shareholders on March 3, 2004, our shareholders
consented to apply the Dutch Corporate Governance
Code. Ahold continues to seek ways to improve
its corporate governance, including by measuring
itself against international best practice.
From June 14, 2014, until April 2, 2015, there was
a temporary deviation from best practice III.5.11
of the Dutch Corporate Governance Code, due
to the designation of Rob van den Bergh as interim
Chairman of the Supervisory Board to temporarily
replace Jan Hommen in view of his appointment
as CEO of KPMG the Netherlands.
The Dutch Corporate Governance Code requires
companies to publish a statement concerning their
approach to corporate governance and compliance
with the Code. This is referred to in article 2a of the
decree on additional requirements for management
reports "Vaststellingsbesluit nadere voorschriften
inhoud bestuursverslag" last amended on November
1, 2015 (the Decree). The information required to be
included in this corporate governance statement as
described in articles 3, 3a and 3b of the Decree,
which are incorporated and repeated here by
reference, can be found in the following sections
of this Annual Report:
a The information concerning compliance with the
Dutch Corporate Governance Code (published
at www.commissiecorporategovernance.nl),
as required by article 3 of the Decree, can
be found in the section Compliance with the
Dutch Corporate Governance Code.
a The information concerning Ahold's risk
management and control frameworks relating
to the financial reporting process, as required by
article 3a sub a of the Decree, can be found in
the relevant section under hlow we manage risk.
a The information regarding the functioning of
Ahold's General Meeting of Shareholders and
the authority and rights of Ahold's shareholders,
as required by article 3a sub b of the Decree,
can be found in the relevant sections under
Shares and shareholders' rights.
a The information regarding the composition and
functioning of Ahold's Management Board and
Supervisory Board and its committees, as required
by article 3a sub c of the Decree, can be found in
the relevant sections under Corporate governance.
a The information concerning the inclusion of the
information required by the Decree Article 10 EU
Takeover Directive, as required by article 3b of the
Decree, can be found in the section Decree Article
10 EU Takeover Directive.
