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Supervisory Board report (continued)
Attendance, independence
Remuneration
Committees of the Supervisory Board
Ahold at a glance I Business review I Governance I Financials I Investors
Except for a limited number of occasions, and for valid reasons, all Supervisory Board members attended
all Supervisory Board meetings in 2015. Throughout the year all Supervisory Board members have been
flexible in attending the meetings that were scheduled ad hoc due to developments in the proposed merger
with Delhaize that required prompt decisions. In all cases, the Supervisory Board members that were not able
to attend made sure they were represented. All Supervisory Board members made adequate time available
to give sufficient attention to matters concerning Ahold. The Supervisory Board confirms that as of March 2,
2016, all Supervisory Board members are independent within the meaning of provision III.2.2 of the Dutch
Corporate Governance Code.
Board Attendance
Number of
meetings helc
Number of
meetings attended
Jan Hommen
15
15
Mark McGrath
15
14
Stephanie Shern
15
12
Rob van den Bergh
15
14
Derk Doijer
15
14
Ben Noteboom
15
13
René Hooft Graafland
15
15
Judith Sprieser*
10
9
*Judith Sprieser resigned on July 8, 2015.
The annual remuneration of the members of the Supervisory Board was determined by the
General Meeting of Shareholders on April 16, 2014. Remuneration is subject to an annual
Supervisory Board.
annual
review by the
Chairman Supervisory Board
€95,000
Vice Chairman Supervisory Board
€75,000
Member Supervisory Board
€65,000
Chairman Audit Committee
€17,500
Member Audit Committee
€12,000
Chairman Remuneration Committee
€12,000
Member Remuneration Committee
€9,000
Chairman Selection and Appointment Committee
€12,000
Member Selection and Appointment Committee
€9,000
Travel compensation intercontinental
€7,500
Travel compensation continental
€2,500
Ahold
Annual Report 2015
The Supervisory Board has three permanent committees to which certain tasks are assigned. The committees
have advisory powers and provide the Supervisory Board with regular updates on their meetings. The Chairman
of the Supervisory Board attends all committee meetings. The composition of each committee is detailed in the
following table.
Audit
Remuneration
Selection and
Committee
Committee
Appointment Committee
Jan Hommen, Chairman
Chairman
Mark McGrath, Vice Chairman
Member
Member
Stephanie Shern
Chairman
Member
Rob van den Bergh
Chairman
Member
Derk Doijer
Member
Member
Ben Noteboom
Member
Member
René Hooft Graafland Member Member
Audit Committee
The Audit Committee assists the Supervisory Board in
its responsibility to oversee Ahold's financing, financial
statements, financial reporting process and system
of internal business controls and risk management.
The Chief Executive Officer, Chief Financial
Officer, Chief Legal Officer, Senior Vice President
Internal Audit, Senior Vice President Accounting,
Reporting, Risks Controls and representatives of
the external auditor are invited to, and attend, the
Audit Committee meetings. Other members of senior
staff are invited when the Audit Committee deems
it necessary or appropriate.
The Audit Committee determines how the external
auditor should be involved in the content and
publication of financial reports other than the financial
statements. The Management Board and the Audit
Committee report to the Supervisory Board annually
on their dealings with the external auditor, including
the auditor's independence. The Supervisory Board
takes these reports into account when deciding on
the nomination for the appointment of an external
auditor that is submitted to the General Meeting
of Shareholders.
In 2015, the Audit Committee held five meetings
in person. Throughout the year, the Audit Committee
closely monitored the financial closing process
and reviewed the publication of quarterly results.
Updates on internal controls were provided
during all Audit Committee meetings. The Audit
Committee was informed regularly on compliance
and reviewed and received regular updates on
Ahold's whistleblower program.
The Audit Committee was closely involved in the
evaluation of Ahold's external auditor, in accordance
with provision V.2.3 of the Dutch Corporate
Governance Code.
The Audit Committee was also involved with the
review of the Form F-4 registration statement and
the European prospectus, which are both necessary
flings for the intended merger with Delhaize.
