Corporate governance continued
Overview
Business review
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Investors
Ahold Delhaize Annual Report 2016
Articles of Association
Our Articles of Association outline certain
of the Company’s basic principles relating
to corporate governance and organization.
The current text of the Articles of Association
is available at the Trade Register of the
Chamber of Commerce and Industry for
Amsterdam and on our public website at
www.aholddelhaize.com.
The Articles of Association may be amended
by the General Meeting of Shareholders.
A resolution to amend the Articles of
Association may be adopted by an absolute
majority of the votes cast upon a proposal
of the Management 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 is in favor of
the proposal, then a second meeting may be
held. In the second meeting, only an absolute
majority of votes, regardless of the number of
shares represented at the meeting, is required.
The prior approval of a meeting of holders of
a particular class of shares is required for a
proposal to amend the Articles of Association
that makes any change in the rights that vest
in the holders of shares of that particular class.
External auditor
The General Meeting of Shareholders appoints
the external auditor. The Audit, Finance
and Risk Committee recommends to the
Supervisory Board the external auditor to be
proposed for (re)appointment by the General
Meeting of Shareholders. In addition, the
Audit, Finance and Risk Committee evaluates
and, where appropriate, recommends the
replacement of the external auditor.
On April 19, 2016, the General
Meeting of Shareholders appointed
PricewaterhouseCoopers Accountants N.V.
as external auditor for the Company for the
financial year 2016.
