Corporate governance continued
Compliance with Dutch
Corporate Governance Code
Decree Article 10 EU Takeover
Directive
Corporate Governance
statement
Overview
Business review
Governance
Financials
Investors
Ahold Delhaize Annual Report 2016
The information required by the Decree Article
10 EU Takeover Directive is included in this
Corporate governance section and under
Investors, and the notes referred to in these
sections or included in the description of any
relevant contract.
We apply the relevant principles and
best practices of the Dutch Corporate
Governance Code applicable to the
Company, to the Management Board and
to the Supervisory Board, in the manner
set out in the Governance section. For the
financial year 2016, the Company applied
the Dutch Corporate Governance Code of
December 10, 2008, which can be found
at www.commissiecorporategovernance.nl.
As of the financial year 2017, the revised Dutch
Corporate Governance Code of December 8,
2016, is being applied.
At the Extraordinary General Meeting
of Shareholders on March 3, 2004, our
shareholders consented to apply the Dutch
Corporate Governance Code. Ahold Delhaize
continues to seek ways to improve its
corporate governance, including by measuring
itself against international best practice.
The information concerning compliance with
the Dutch Corporate Governance Code, as
required by article 3 of the Decree, can be
found in the section Compliance with the
Dutch Corporate Governance Code.
The information concerning Ahold Delhaize’s
risk management and control frameworks
relating to the financial reporting process,
as required by article 3a sub a of the Decree,
can be found in the relevant section under
How we manage risk.
The information regarding the functioning
of Ahold Delhaize’s General Meeting of
Shareholders and the authority and rights
of our shareholders, as required by article
3a sub b of the Decree, can be found in
the relevant sections under Shares and
shareholders' rights.
The information regarding the composition
and functioning of Ahold Delhaize’s
Management Board and Supervisory
Board and its committees, as required by
article 3a sub c of the Decree, can be found
in the relevant sections under Corporate
governance.
The information concerning the inclusion
of the information required by the Decree
Article 10 EU Takeover Directive, as required
by article 3b of the Decree, can be found in
the section Decree Article 10 EU Takeover
Directive.
According to the Decree Article 10 EU
Takeover Directive, we have to report on,
among other things, our capital structure,
restrictions on voting rights and the transfer of
securities, significant shareholdings in Ahold
Delhaize, the rules governing the appointment
and dismissal of members of the Management
Board and the Supervisory Board and the
amendment of the Articles of Association,
the powers of the Management Board (in
particular the power to issue shares or to
repurchase shares), significant agreements to
which Ahold Delhaize is a party and which are
put into effect, changed or dissolved upon a
change of control of Ahold Delhaize following
a takeover bid, and any agreements between
Ahold Delhaize and the members of the
Management Board or associates providing
for compensation if their employment ceases
because of a takeover bid.
The Dutch Corporate Governance Code
requires companies to publish a statement
concerning their approach to corporate
governance and compliance with the Code.
This is referred to in article 2a of the decree
on additional requirements for management
reports “Vaststellingsbesluit nadere
voorschriften inhoud bestuursverslag” last
amended on November 1, 2015 (the Decree).
The information required to be included in this
corporate governance statement as described
in articles 3, 3a and 3b of the Decree, which are
incorporated and repeated here by reference,
can be found in the following sections of this
Annual Report:
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