Committees of the Supervisory Board

The Supervisory Board has three permanent committees to which certain tasks are assigned. The composition of each committee is detailed in the following table.

Audit Committee

The Audit Committee assists the Supervisory Board in its responsibility to oversee Ahold’s financing, financial statements, financial reporting process and system of internal business controls and risk management. The Chief Executive Officer, Chief Financial Officer, Chief Corporate Governance Counsel, Chief Internal Audit Officer and representatives of the external auditor are invited to the Audit Committee meetings. Other members of senior staff are invited when the Audit Committee deems it necessary or appropriate. The Audit Committee determines how the external auditor should be involved in the content and publication of financial reports other than the financial statements. The Corporate Executive Board and the Audit Committee report to the Supervisory Board on an annual basis on their dealings with the external auditor, including the auditor’s independence. The Supervisory Board takes these reports into account when deciding on the nomination for the appointment of an external auditor that is submitted to the General Meeting of Shareholders.

In 2009, the Audit Committee held five meetings in person and four conference calls to review the publication of financial press releases.

Throughout the year, the Audit Committee closely monitored the financial closing process. Updates on internal controls were provided during all Audit Committee meetings. The Audit Committee was informed regularly on litigation and related exposure, reviewed and received regular updates on Ahold’s whistleblower program and verified the outcome of the annual incentive program.

The Audit Committee further discussed items including:

• Quarterly trading statements;
• Quarterly interim reports;
• 2008 Annual Report and financial statements;
• Review and approval of the internal audit plan;
• Review and discussions on the findings in the internal audit letter and the management letter of the external auditor;
• Ahold’s finance structure;
• Composition and functioning of the Treasury department;
• Tax;
• Pensions;
• Guarantees;
• Enterprise risk management;
• Insurance;
• Appointment of the external auditor.

The Audit Committee also held private individual meetings with the Chief Executive Officer, Chief Financial Officer, Chief Internal Audit Officer and external auditor.

The Audit Committee and Supervisory Board assessed the independence and performance of the external auditor in the different capacities in which it acts. The Audit Committee pre-approved the fees for audit and permitted non-audit services to be performed by external auditors as negotiated by the Corporate Executive Board. The Audit Committee and the external auditor reviewed the internal audit plan. The Audit Committee also reviewed its own functioning as well as that of its individual members.

The Supervisory Board has determined that Tom de Swaan and Stephanie Shern are “Audit Committee Financial Experts” within the meaning of the Dutch Corporate Governance Code.

Selection and Appointment Committee

In 2009, the Selection and Appointment Committee held four meetings. Its main focus was the selection of an additional member of the Corporate Executive Board. It was also involved in the organizational changes and the change of the management at Ahold Europe and Ahold USA, and discussed overall succession and management development at Ahold.

Remuneration Committee

In 2009, the Remuneration Committee held three meetings in person and one conference call. The Chief Executive Officer was invited to most of these meetings. For a report on remuneration and the activities of the Remuneration Committee, see the “Remuneration” section of this Annual Report.