Corporate governance

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As a Dutch listed company Ahold is required to comply with the Dutch Corporate Governance Code either by applying its provisions or explaining why it deviates from any provision. Ahold's shareholders consented to all of the proposed changes aimed at compliance with the Dutch Corporate Governance Code during an Extraordinary General Meeting of Shareholders on March 3, 2004. Ahold continues to seek ways to improve its corporate governance by measuring itself against international best practice. On September 20, 2007, Ahold completed the delisting of its American Depositary Receipts (ADRs) from the New York Stock Exchange (NYSE). Deregistration from the U.S. Securities and Exchange Commission (SEC) became effective on December 27, 2007. This terminates Ahold’s reporting obligations with respect to the ADRs on the NYSE which had been suspended since September 28, 2007. The Company’s ADRs will continue to be traded on the over-the-counter (OTC) market in the United States.

The decision to delist has been taken as part of Ahold’s strategy to improve cost-effectiveness by reducing complexity without detracting from the integrity of its corporate governance and control processes. The benefits of maintaining a U.S. registration and a NYSE listing have declined over time. The majority of Ahold shares held by U.S.-domiciled investors are acquired through Euronext Amsterdam and the average daily trading volume in the United States over the last 12 months has been less than five percent of the total worldwide volume. Ahold expects to be able to fully satisfy its current and future capital requirements based on its financial standing, through a single listing on Euronext Amsterdam. Ahold’s Corporate Executive and Supervisory Boards have also taken into account the regulatory, legal, reporting and governance complexity and costs associated with complying with these two registrations.