Supervisory Board report continued
Remuneration
Attendance, independence
Committees of the Supervisory Board
Overview
Business review
Governance
Financials
Investors
Ahold Delhaize Annual Report 2016
Member
Member
Member
Member
Member
Member
Effective July 24, 2016, the Supervisory
Board composition changed in accordance
with the merger terms and the resolutions
passed at the Extraordinary General
Meeting of Shareholders on March 14, 2016.
Mats Jansson succeeded Jan Hommen as
Chairman of the Supervisory Board.
The Supervisory Board in its new composition
met for the first time after the merger
in August 2016, and was updated on
integration activities and the divestment
processes in the U.S. and Belgium.
In October 2016, the Supervisory Board
met to review strategic initiatives and
market developments in Ahold Delhaize’s
brands and governance structures of its
brands in the U.S. The Supervisory Board
also approved the pro forma key historical
data, which provides a comparative basis to
facilitate assessment of the performance of
the combined company.
In November 2016, the Supervisory Board
met to discuss and approve the Company’s
long-term business and finance plans, and
annual budget for 2017.
The Supervisory Board visited various stores
and distribution centers throughout the year.
The Supervisory Board confirms that during
2016, and on February 28, 2017, all Supervisory
Board members were independent within
the meaning of provision III.2.2 of the Dutch
Corporate Governance Code.
The annual remuneration of the members of
the Supervisory Board was determined by the
Extraordinary General Meeting of Shareholders
on March 14, 2016. Remuneration is subject to
an annual review by the Supervisory Board.
Audit, Finance
and Risk
Committee
Remuneration
Committee
Sustainability and
Innovation
Committee
Except for a limited number of occasions,
and for valid reasons, all Supervisory Board
members attended all Supervisory Board
meetings in 2016. In all cases, the Supervisory
Board members who were not able to
attend made sure they were represented.
All Supervisory Board members made
adequate time available to give sufficient
attention to matters concerning Ahold and
Ahold Delhaize.
The Supervisory Board has four committees to which certain tasks are assigned. The committees
have advisory powers and provide the Supervisory Board with regular updates on their
meetings. The composition of each committee is detailed in the following table.
Member
Chairman
Member
Member
Member
Member
Chairman
Member
Chairman
Member
Member
Chairman
Mats Jansson (Chairman)
Jan Hommen (Vice Chairman)
Jacques de Vaucleroy
(Vice Chairman)
Jack Stahl
Ben Noteboom
Bill McEwan
Rob van den Bergh
Stephanie Shern
Mark McGrath
René Hooft Graafland
Mary Anne Citrino
Johnny Thijs
Patrick De Maeseneire
Dominique Leroy
Chairman Supervisory Board
Vice Chairman (and member of the presidium)
Vice Chairman
Member Supervisory Board
Chairman Audit, Finance and Risk Committee
Member Audit, Finance and Risk Committee
Chairman Other Committee
Member Other Committee
Travel compensation intercontinental per round trip
Travel compensation continental per round trip
€220,000
€180,000
€125,000
€90,000
€30,000
€15,000
€20,000
€12,500
€7,500
€2,500
Governance and
Nomination
Committee
Member
Member
Number of
meetings
held
3
10
3
3
10
3
10
10
10
10
5
3
3
3
7
Number of
meetings
attended
3
10
3
3
9
3
8
9
8
9
4
2
3
3
4
Board
attendance
Mats Jansson*
Jan Hommen
Jacques de Vaucleroy*
Jack Stahl*
Ben Noteboom
Bill McEwan*
Rob van den Bergh
Stephanie Shern
Mark McGrath
René Hooft Graafland
Mary Anne Citrino*
Johnny Thijs*
Patrick De Maeseneire*
Dominique Leroy*
Derk Doijer**
As per appointment.
**Derk Doijer resigned on July 24, 2016.
