Supervisory Board report continued
Meetings and activities of the
Supervisory Board
Overview
Business review
Governance
Financials
Investors
Ahold Delhaize Annual Report 2016
The Management Board attended the
meetings. The other members of the
Executive Committee, as well as other senior
management were regularly invited to be
present. The Supervisory Board held several
private meetings without other attendees to
independently review certain issues and to
discuss matters related to the functioning of
the Management and Supervisory Boards.
The external auditor attended the meeting of
March 1, 2016, at which the 2015 Annual Report
and financial statements were recommended
for adoption by the annual General Meeting
of Shareholders.
The members of the Supervisory Board
take it upon themselves to review specific
operations or activities of the Company
outside of the scheduled meetings of the
Supervisory Board. They also have regular
contact with various layers of management
in the Company. These informal consultations
ensure that the Supervisory Board remains
well-informed about the running of the
Company’s operations.
In 2016, the Supervisory Board held seven
meetings in person and three meetings by
conference call.
The Supervisory Board assessed its own
performance over 2016, that of its committees
and its individual members, as well as the
performance of the Management Board
and its individual members during a
private meeting. The outcome of a survey
among all Supervisory Board members
provided the framework for discussions.
The Supervisory Board was positive, overall,
about the performance of its committees
and the Management Board and satisfied
with the performance of the Supervisory
Board. The Board determined it works well
together, with all members fully contributing
to discussions. As part of the outcome of the
assessment, the Supervisory Board will have
continuous focus on its own size and structure
and the further introduction to the Company
and its businesses following the merger.
Among other topics, the Supervisory Board is
closely following the integration activities in
the Company.
During 2016, the Supervisory Board reviewed
matters related to all aspects of the activities,
results, strategy and management of the
Company. During its meetings throughout the
year, the Supervisory Board reviewed reports
from its various committees and regularly
assessed the functioning of the Management
Board, the organizational strategy, talent
management and succession planning.
In January 2016, the Supervisory Board
held a conference call to discuss Ahold’s
Q4 full year 2015 trading statement and
preparations for the merger.
During a meeting in January 2016, the
Supervisory Board approved the final
prospectus included in Ahold’s F-4
registration statement, the EU prospectus
and the demerger proposal, to hive
down the assets and liabilities and legal
relationships of Delhaize Group after the
merger. In addition, the Supervisory Board
approved the agenda and explanatory
notes for Ahold’s Extraordinary General
Meeting of Shareholders in March 2016,
including the proposal to approve the
merger with Delhaize Group, a proposal to
return €1 billion to the holders of common
shares by means of a capital repayment
and reverse stock split prior to the merger,
proposed (re-)appointments of Management
and Supervisory Board members, and the
proposal to amend the remuneration of
the Supervisory Board with effect from
the merger.
In March 2016, the Supervisory Board met
to discuss Ahold’s Q4 full year 2015 results
and the 2015 Annual Report and financial
statements, including related reports from
the internal and external auditors and a
report from the Management Board on
the Company’s internal control system.
The Supervisory Board supported the
dividend proposal, reviewed Ahold’s
responsible retailing initiatives and
approved its 2015 Responsible Retailing
Report. Furthermore, the Supervisory Board
approved the Ahold portion of the joint and
interdependent remedy package by Ahold
and Delhaize Group as part of the antitrust
approval processes in the U.S. and Europe.
The Supervisory Board also received
updates on Ahold’s businesses in the U.S.,
the Netherlands (including Belgium and
Germany) and the Czech Republic, including
eCommerce businesses, the functioning
of IT systems and information security, the
enterprise risk management and significant
legal proceedings with potential impact
on Ahold.
Also in March 2016, the Supervisory Board
approved the agenda and explanatory
notes for the annual General Meeting of
Shareholders in April 2016, including the
proposal to amend the remuneration
policy of the Management Board with
effect from the merger and the proposal
for the nomination of the external auditor.
The Supervisory Board established the
annual compensation of the Management
Board members in accordance with the
Company’s remuneration policy and with the
assistance of the Remuneration Committee.
Prior to the annual General Meeting
of Shareholders on April 19, 2016, the
Supervisory Board met to discuss the
progress of preparation for the merger, and
to review updates on Ahold’s U.S., Dutch,
Czech and eCommerce businesses.
The 2016 quarterly results and related
reports and updates were discussed in May,
August and November 2016.
In July 2016, the Supervisory Board held
a meeting at which it reviewed strategic
initiatives and market developments in
Ahold’s businesses and approved various
Company policies and procedures that
became effective immediately after
the merger.
The merger of Ahold and Delhaize, halfway
through 2016, was implemented by Delhaize
Group merging into Ahold, with the entity
renamed Ahold Delhaize. Consequently, this
Supervisory Board report takes the activity at
Ahold as a starting point.
