Corporate governance continued
Supervisory Board
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Ahold Delhaize Annual Report 2016
’Effective July 24, 2016
Composition of the Management Board and
Executive Committee
According to our Articles of Association, the
Management Board must consist of at least
three members. The current members are:
Dick Boer, President and Chief Executive
Officer; Frans Muller, Deputy Chief Executive
Officer and Chief Integration Officer; Jeff
Carr, Chief Financial Officer; Pierre Bouchut,
Chief Operating Officer Europe and Indonesia;
and Kevin Holt, Chief Operating Officer
Ahold USA. The current members of the
Executive Committee are the members of the
Management Board plus Hanneke Faber,
e-Commerce and Innovation Officer; Abbe
Luersman, Chief Human Resources Officer; Jan
Ernst de Groot, Chief Legal Officer; and Marc
Croonen, Chief Sustainability, Transformation
and Communications Officer.
The size and composition of our Management
Board and Executive Committee and the
combined experience and expertise of their
members should reflect the best fit for the
Company’s profile and strategy. This aim for
the best fit, in combination with the availability
of qualified candidates, has resulted in Ahold
Delhaize, as of February 28, 2017, having a
Management Board in which all five members
are male and an Executive Committee in
On March 14, 2016, the extraordinary General
Meeting of Shareholders reappointed Jeff
Carr for a second term and appointed Frans
Muller, Pierre Bouchut and Kevin Holt to the
Management Board with effect from the date
of the merger between Ahold and Delhaize
Group NV SA (“Delhaize”).
Appointment, suspension and dismissal
The General Meeting of Shareholders can
appoint, suspend or dismiss a Management
Board member by an absolute majority of
votes cast, upon a proposal made by the
Supervisory 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 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, regardless of the
number of shares represented at the meeting,
is required to adopt the proposal.
Management Board members are appointed
for four-year terms and may be reappointed
for additional terms not exceeding four
years. The Supervisory Board may at
any time suspend a Management Board
member. The other members of the Executive
Committee are appointed, suspended and
dismissed by the Supervisory Board.
which two members are female and seven
members are male. In order to increase the
gender diversity of the Management Board
we pay close attention to gender diversity
in the process of recruiting and appointing
new Management Board members. We also
encourage the professional development of
female associates, which in the past year has
also led to the promotion of several women to
key leadership positions across the Company.
Remuneration
On April 19, 2016, Ahold’s General Meeting
of Shareholders adopted our current
remuneration policy for Management Board
members. You can find details of this policy
in Remuneration. For detailed information on
the individual remuneration of Management
Board members, see Notes 31 and 32 to the
consolidated financial statements.
Possible reappointment schedule
Management Board
Ahold Delhaize’s Articles of Association
require the approval of the Supervisory Board
for certain major resolutions proposed to be
taken by the Management Board, including:
The Supervisory Board is responsible for
supervising and advising our Management
Board and overseeing the general course of
affairs, strategy and operational performance
of the Company. The Supervisory Board is
guided in its duties by the interests of the
Company and the enterprise connected with
the Company, taking into consideration the
overall good of the enterprise and the relevant
interests of all its stakeholders. The Supervisory
Board is responsible for monitoring and
assessing its own performance.
Following the merger between Ahold and
Delhaize, a presidium was introduced that
regularly meets with the Chief Executive
Officer and the Deputy Chief Executive Officer
and Chief Integration Officer. The presidium
is composed of the Chairman and first
Vice Chairman of the Supervisory Board,
Issuance of shares
Acquisitions, redemptions, repurchases of
shares, and any reduction in issued and
outstanding capital
Allocation of duties within the Management
Board and the adoption or amendment of
the Rules of Procedure of the Management
Board and the Executive Committee
Significant changes in the identity or the
nature of the Company or its enterprise
Year of possible
reappointment
2019
Date of first
Name appointment
Dick Boer May 3, 2oo7
Jeff Carr April 17, 2o12
Frans Muller March 14, 2o16*
Pierre Bouchut March 14, 2o16*
Kevin Holt March 14, 2o16*
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