Food Lion 2001 Annual Report Download - page 84

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82 |Delhaize Group |Annual Report 2001
CORPORATE GOVERNANCE
Delhaize Group is committed to high standards of integrity and disclo-
sure in the governance of the Company. The importance and the value
of a balanced interplay between the Board of Directors, management
and shareholders is a major principle governing the conduct of
Delhaize Group. In 2001, significant measures were taken to reinforce
the corporate governance practices at Delhaize Group.
In April 2001, the corporate governance of the Company was improved
through the share exchange with its listed subsidiary Delhaize America.
The Delhaize America shares, comprising two classes of common
stock with different voting and dividend rights, were exchanged for
ordinary Delhaize Group shares, which comprise a single class of stock
with voting and dividend rights that are the same for all shareholders.
In May 2001, three independent members joined the Board of Directors
of Delhaize Group, resulting in a total of five independent board mem-
bers. Simultaneously, Audit, Governance and Compensation
Committees were created to support the Board of Directors of Delhaize
Group in its different functions.
Organization of the Board of Directors
In accordance with Belgian law and its Articles of Association,
Delhaize Group is managed by its Board of Directors, which meets on
a regular basis. In 2001, the Board of Directors met 14 times. Subject
to appropriately justified exceptions, all directors are present at the
meetings of the Board of Directors. In accordance with the Articles of
Association, the decisions of the Board are taken by a majority of votes
present or represented for such meeting.
At the scheduled meetings of the Board of Directors, the Chief
Executive Officer presents a report on the results of operations and the
most recent financial statements are discussed. The Chief Executive
Officer proposes the strategy of the Company for discussion and
approval. Annually the budget for the following financial year is
reviewed and approved by the Board of Directors. The Board decides
on major acquisitions and divestitures.
Annually the Board of Directors draws up a full report on the
Company. At minimum, it publishes press releases on the conduct of
business quarterly and on specific subjects as necessary.
The members of the Board of Directors have individually a general
investigative power regarding the Company. They can, among others,
make inquiries of, and obtain advice from, Jean-Claude Coppieters ‘t
Wallant, member of the Executive Committee and General Secretary.
Composition of the Board of Directors
On January 1, 2002, the Board of Directors of Delhaize Group con-
sisted of 15 members, including 12 non-executive directors and three
executive directors. Eight of the directors represent, as shown in the
following table, different family branches descended from the
founders of the Company. Five of the non-executive directors are
independent directors. The duties of the Chairman of the Board and
Chief Executive Officer are carried out by different individuals.
On the recommendation of the Governance Committee, the Board
decides the appointment of directors to be proposed to the sharehold-
ers for approval at the annual general meeting. In accordance with the
Articles of Association, the term of appointment of the Board mem-
bers is for a maximum of six years. Beginning on January 1, 1999, the
term of all directors’appointments, new or renewed, has been three
Name Age (*) Position Director since Term expires Status
Gui de Vaucleroy 68 Chairman May 1980 2004 1
Pierre-Olivier Beckers 42 President, Chief Executive Officer
& Director May 1995 2003 1, 3
Roger Boin 63 Director May 1990 2002 1
Raymond-Max Boon 72 Director May 1968 2003 1
Baron de Cooman d’Herlinckhove 68 Director May 1973 2003 1
Marcel Degroof 72 Director May 1985 2003 2
Hugh G. Farrington 57 Executive Vice President
& Director May 2001 2004 3
William G. Ferguson 74 Director May 2001 2004 2
Comte Goblet d’Alviella 53 Director May 2001 2004 2
Jacques Le Clercq 72 Director May 1969 2003 1
William McCanless 44 Executive Vice President
& Director May 2001 2004 3
Robert J. Murray 60 Director May 2001 2004 2
Didier Smits 40 Director May 1996 2003 1
Philippe Stroobant 49 Director May 1990 2002 1
Frans Vreys 72 Director May 1982 2003 2
(*): on May 23, 2002
1: Representative of the familiy shareholders
2: Independent director
3: Executive director