Corporate governance continued
Shares and shareholders’ rights
General Meeting of Shareholders
Overview
Business review
Governance
Financials
Investors
Ahold Delhaize Annual Report 2016
Appointment
The General Meeting of Shareholders can
appoint, suspend or dismiss a Supervisory
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.
A Supervisory Board member is appointed for a
four-year term and is eligible for reappointment
for two additional term of four years. From 2018
onwards, a Supervisory Board members is
eligible for reappointment after his or her first
term of four years, for one additional term of
four years, followed by two additional terms of
two years. A Supervisory Board member may
not serve for more than 12 years.
Mats Jansson and Jan Hommen. Its main task
is to prepare the agenda of Supervisory Board
meetings, deal with the content of Supervisory
Board meetings and to stay in close contact
with the CEO and Deputy CEO.
You can find more detailed information on
the Supervisory Board in the Supervisory
Board report. The Rules of Procedure of
the Supervisory Board can be found in the
governance section of Ahold Delhaize’s public
website at www.aholddelhaize.com.
Conflict of interest
Each member of the Management Board is
required to immediately report any potential
conflict of interest to the Chairman of the
Supervisory Board and to the other members
of the Management Board and provide them
with all relevant information. Each member
of the Supervisory Board is required to
immediately report any potential conflict of
interest to the Chairman of the Supervisory
Board and provide him or her with all relevant
information. The Chairman determines
whether there is a conflict of interest.
If a member of the Supervisory Board or a
member of the Management Board has a
conflict of interest with the Company, the
member may not participate in the discussions
and decision-making process on subjects or
transactions relating to the conflict of interest.
The Chairman of the Supervisory Board will
arrange for such transactions to be disclosed
in the Annual Report. No such transaction
occurred in 2016. In accordance with
best practice provision III.6.4 of the Dutch
Corporate Governance Code, Ahold Delhaize
reports that no transactions between the
Company and legal or natural persons who
hold at least 10% of the shares in the Company
occurred in 2016.
Ahold Delhaize’s shareholders exercise their
rights through annual and extraordinary
General Meetings of Shareholders. We are
required to convene an annual General
Meeting of Shareholders in the Netherlands
each year, no later than six months after
the end of the Company’s financial year.
Additional extraordinary General Meetings
of Shareholders may be convened at any time
by the Supervisory Board, the Management
Board, or by one or more shareholders
representing at least 10% of the issued
share capital.
The agenda for the annual General Meeting
of Shareholders must contain certain matters
as specified in Ahold Delhaize’s Articles of
Association and under Dutch law, including the
adoption of our annual financial statements.
The General Meeting of Shareholders is
also entitled to vote on important decisions
regarding Ahold Delhaize’s identity or
character, including major acquisitions
and divestments.
Shareholders are entitled to propose items
for the agenda of the General Meeting of
Shareholders provided that they hold at least
1% of the issued share capital or the shares that
they hold represent a market value of at least
€50 million. Proposals for agenda items for
the General Meeting of Shareholders must be
submitted at least 60 days prior to the date of
the meeting.
Adoption of resolutions
Subject to certain exceptions provided by
Dutch law or our Articles of Association,
resolutions are passed by an absolute majority
of votes cast without a requirement for
a quorum.
Proposals submitted to the agenda by
shareholders require an absolute majority
of votes cast at the General Meeting of
Shareholders representing at least one-third
of the issued shares. 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 is required to adopt the
proposal, regardless of the number of shares
represented at the meeting (unless the law or
our Articles of Association provide otherwise).
A resolution to amend the Articles of
Association that would change the rights
vested in the holders of a particular class
of shares requires the prior approval of a
meeting of that particular class.
A resolution to dissolve the Company may
be adopted by the General Meeting of
Shareholders following a proposal of the
Management Board made with the approval
of the Supervisory Board. Any proposed
resolution to wind up the Company must be
disclosed in the notice calling the General
Meeting of Shareholders at which that
proposal is to be considered.
83
