BsimEiHHta
53
Supervisory Board report (continued)
Meetings and activities of the
Supervisory Board
Ahold at a glance
Business review
Governance
In 2015, the Supervisory Board held nine meetings
in person and six meetings by conference call.
In relation to the proposed merger with Delhaize,
two of the meetings in person and five of the
meetings by conference call were held in addition
to the Board's regular meetings.
The Chief Executive Officer, Chief Financial Officer,
Chief Operating Officer Ahold USA and Chief Legal
Officer attended the meetings. The other members
of the Executive Committee, as well as other senior
management were regularly invited to be present.
The Supervisory Board held several private meetings
without other attendees to independently review
certain issues and to discuss matters related to the
functioning of the Management and Supervisory
Boards. The external auditor attended the meeting
of February 24, 2015, at which the 2014 Annual
Report and financial statements were recommended
for adoption by the annual General Meeting
of Shareholders.
The members of the Supervisory Board take it upon
themselves to review specific operations or activities
of the Company outside of the scheduled meetings
of the Supervisory Board. They also have regular
contact with various layers of management in the
Company. These informal consultations ensure that
the Supervisory Board remains well-informed about
the running of the Company's operations.
The Supervisory Board assessed its own performance
over 2015, that of its committees and its individual
members, as well as the performance of the
Management Board and its individual members
through one-on-one meetings with the Chairman
and a private meeting. The Supervisory Board
was positive, overall, about the performance of its
committees and the Management Board. Further,
the Supervisory Board was satisfied with the
performance of the relatively small, but very active,
Supervisory Board. The Board determined it works
well together, with all members fully contributing to
discussions. As part of the outcome of the assessment,
the Supervisory Board will focus on maintaining the
same spirit of openness, engagement and teamwork
in the proposed Ahold Delhaize Supervisory Board,
which will be much larger in size.
During 2015, the Supervisory Board reviewed
matters related to all aspects of Ahold's activities,
results, strategies and management. During its
meetings throughout the year, the Supervisory Board
reviewed reports from its various committees
and regularly assessed the functioning of the
Management Board, the organizational strategy,
talent management and succession planning.
a In January 2015, the Supervisory Board held a
conference call to discuss the Q4 full year 2014
trading statement and the organizational changes
at Ahold the Netherlands.
a In February 2015, the Supervisory Board met to
discuss the Q4 full year 2014 results and the
2014 Annual Report and financial statements,
including related reports from the internal
and external auditors and a report from the
Management Board on the Company's internal
control system. The Supervisory Board supported
the dividend proposal and approved the agenda
and explanatory notes for the annual General
Meeting of Shareholders in April 2015, including
the proposal to reappoint Dick Boer as a member
of the Management Board and Rob van den
Bergh as a member of the Supervisory Board and
the proposal for the nomination of the external
auditor. The Supervisory Board established the
annual compensation of the Management Board
members in accordance with the Company's
remuneration policy and with the assistance
of the Remuneration Committee.
Ahold
Annual Report 2015
a Also in February 2015, the Supervisory Board
reviewed Ahold's responsible retailing initiatives
and approved its 2014 Responsible Retailing
Report. Furthermore, the Supervisory Board
received updates on our businesses in the
U.S., the Netherlands (including Belgium and
Germany) and the Czech Republic, including
our online businesses, the functioning of IT
systems and information security, the enterprise
risk management of the Group and major legal
proceedings with potential impact on Ahold.
a Prior to the annual General Meeting of
Shareholders on April 15, 2015, the Supervisory
Board met to review updates on the U.S., Dutch,
Czech and online businesses and, in particular,
Albert Heijn's strategic initiatives.
a The 2015 quarterly results and related reports
and updates were discussed in May, August
and November 2015.
a From March until June, the Supervisory Board was
actively involved in the discussions with Delhaize in
relation to the proposed merger, first and foremost
through its Chairman but also with a special
transaction committee of the Supervisory Board.
Additional Supervisory Board meetings were
held to discuss various aspects of the proposed
merger with Delhaize, including the strategic
rationale, financial terms and the governance
of the combined company. After market close
on June 23, the Supervisory Board unanimously
approved Ahold's entering into a merger
agreement with Delhaize. The Supervisory Board
discussed the progress of the intended merger at
all subsequent meetings.
a In July, the Supervisory Board approved an offer
by Stop Shop to The Great Atlantic Pacific
Tea Company (A&P) to acquire stores in Greater
New York.
a In October 2015, the Supervisory Board held a
meeting at which it reviewed strategic initiatives
and market developments in Ahold's businesses,
mainly in the U.S. In addition, the Supervisory
Board visited various stores.
a The Supervisory Board also reviewed and
approved the Company's long-term business
and finance plans.
a During a conference call in October 2015,
the first confidential submission of the Form F-4
registration statement to the U.S. Securities and
Exchange Commission was approved, which is
a necessary submission for the intended merger
with Delhaize. The final prospectus included
in Ahold's F-4 registration statement, as well as
the EU prospectus, were approved on January
27 2016, and published on our website on
February 1, 2016.
a In November 2015, the Supervisory Board met to
discuss and approve the annual budget for 2016
and to review annual updates on responsible
retailing and product integrity,
a During a meeting in December 2015, the
Supervisory Board approved the Joint Merger
Proposal to the shareholders of the Company and
Delhaize which was published on the Company's
website on January 15, 2016. The Joint Merger
Proposal is part of the Full Merger Terms, which
were published on our website on February 1,
2016, as part of the convocation documents
for the Extraordinary General Meeting of
Shareholders to be held on March 14, 2016.
During this meeting, shareholders will vote on
the proposal to approve the intended merger
of Ahold and Delhaize.
