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Supervisory Board report (continued)
a Ahold's finance structure
Ahold at a glance
Business review
Governance
The Audit Committee further discussed items including:
a Quarterly interim reports
a Annual Report including the financial statements
a Review and approval of the internal audit plan
a Review of and discussions on the findings in the
internal audit letter and the management letter
of the external auditor
a Treasury
a Tax
a Pensions
a Guarantees
a Insurance
a Appointment of the external auditor
a Code of Conduct
Selection and Appointment Committee
In 2015, the Selection and Appointment Committee
held four meetings, all of which the Chief Executive
Officer was invited to attend. The Committee's
main areas of focus were long-term succession
planning for the Supervisory Board and management
development. In relation to the proposed merger with
Delhaize, the Selection and Appointment Committee
advised the Supervisory Board on the proposed
composition of the Supervisory Board, Management
Board and Executive Committee, subject to and with
effect from the date of Ahold's proposed merger
with Delhaize. The Selection and Appointment
Committee was also involved in organizational and
management changes at Ahold Netherlands and
Ahold USA and discussed overall succession and
management development processes at Ahold.
The Audit Committee and the Chairman of the
Audit Committee also held private individual meetings
with the Chief Financial Officer, Senior Vice President
Internal Audit and external auditor.
In a separate private meeting, the Audit Committee
carried out a self-evaluation on the basis of surveys,
which provided the framework for discussions on its
own performance over 2015 as well as that of its
individual members. This review concluded that the
Audit Committee's composition, its work processes,
the scope and depth of its activities, its interfaces with
the Management Board and the Supervisory Board,
and the personal contribution of each individual
committee member are satisfactory and adequately
serve the Company's needs.
The Supervisory Board has determined that
Stephanie Shern and René Hooft Graafland are
"Audit Committee Financial Experts" within the
meaning of the Dutch Corporate Governance Code.
Ahold
Annual Report 2015
Remuneration Committee
The main responsibilities of the Remuneration
Committee include:
a Preparing proposals for the Supervisory Board
on the remuneration policy for the Management
Board, to be adopted by the General Meeting
of Shareholders
a Preparing proposals on the remuneration of
individual members of the Management Board
a Advising on the level and structure of
compensation for senior personnel other than
members of the Management Board
In 2015, the Remuneration Committee held five
meetings, all of which the Chief Executive Officer
was invited to attend. In line with the responsibilities
mentioned above, the Remuneration Committee
was closely involved with the remuneration elements
of the intended merger with Delhaize.
See Remuneration for more information on the
remuneration policy, which aims to attract,
motivate and retain the best-qualified workforce,
in a cost-effective way.
Conclusion
The Supervisory Board is of the opinion that during
the year 2015, its composition, mix and depth of
available expertise; working processes; level and
frequency of engagement in all critical Company
activities; and access to all necessary and relevant
information and the Company's management and
staff were satisfactory and enabled it to carry out
its duties towards all the Company's stakeholders.
The Supervisory Board would like to thankJudith
Sprieser for her highly valued contributions to
the Company,
The Supervisory Board would also like to thank
Ahold's shareholders for the trust they have put in
the Company and its management. Finally, the
Supervisory Board wishes to express its appreciation
for the continued dedication and efforts of the
Management Board and all of Ahold's associates.
Supervisory Board
Zaandam, the Netherlands
March 2, 2016
