Food Lion 2002 Annual Report Download - page 74

72 |Delhaize Group |Annual Report 2002
stock awards and stock options representing an aggregate number of
249,315 Delhaize Group shares were allocated to the members of the
Executive Committee in 2002.
Executives benefit from corporate pension plans which vary from
banner to banner, including a defined benefit group insurance system
for European based executives that is contributory and based on the
individual’s career length. U.S.-based executives also participate in
profit sharing plans as well as defined benefit plans.
Dividend Policy
It is the policy of Delhaize Group to pay out a dividend evolving in
line with underlying results while retaining free cash flow consistent
with opportunities to finance the future growth of the Company.
Shareholders‘ Structure
Belgian law requires that each shareholder or group of shareholders
owning more than 5% of the shares of a Belgian listed company file
a disclosure statement to such company and the Banking and Finance
Commission. On May 23, 2002, the Extraordinary General Meeting
of Shareholders approved a reduction of this threshold to 3%. This
action was taken in order to adapt the reporting requirement for the
increase in outstanding shares that resulted from the share exchange
with Delhaize America in 2001.
No shareholder or group of shareholders has declared ownership of
more than 3% of the capital of Delhaize Group as of December 31,
2002. Delhaize Group is not aware of the existence of agreements in
respect of voting the shares of the company between shareholders
who are descendants of the founders of the Company.
On December 31, 2002, the directors and members of the Executive
Committee of Delhaize Group owned as a group 1,339,280 ordinary
shares or ADRs of Delhaize Group, which represented approximate-
ly 1.4% of the total number of outstanding shares of Delhaize Group
as of that date. On December 31, 2002, the members of the Executive
Committee of Delhaize Group and the former Executive Committee
members serving at the Board of Directors owned as a group 828,695
stock options over an equal number of ordinary shares or ADRs of the
Company.
External Audit
The external audit of the Company and of the subsidiaries of Delhaize
Group is conducted by Deloitte & Touche, Registered Auditors, repre-
sented by James Fulton, until the General Meeting of 2005. On the
basis of the audit conducted by the Statutory Auditor in accordance
with the standards of the Belgian Institut des Reviseurs d’Entreprises
(Institute of Registered Auditors), the Statutory Auditor is required to
certify that the financial statements of the Company give a true and
fair view of the Company. The Board examines and discusses the
detailed annual report of the Statutory Auditor on both the consolidat-
ed accounts and the accounts of the parent company in his presence.
In 2002, the fees for the legally required audit activities for Delhaize
Group SA and its subsidiaries were EUR 1.4 million, including EUR
189,800 for the statutory audit of Delhaize Group SA. Deloitte &
Touche charged Delhaize Group SA and its subsidiaries EUR 2.3 mil-
lion for tax consulting, accounting consultation and other non-routine
audit services.
Fees Charged by Deloitte & Touche to Delhaize Group in 2002
(in EUR) 2002
Statutory audit Delhaize Group SA 189,800
Statutory audit Delhaize Group subsidiaries 1,059,200
Limited audit reviews in the course of the year 143,322
Subtotal legally required audits 1,392,322
Accounting consultation and other non-routine audit work 763,877
Tax consulting 1,498,243
Subtotal other services 2,262,120
Total 3,654,442
In 2002, Delhaize Group commissioned consulting services from
Deloitte Consulting, which is legally and operationally fully separate
from Deloitte & Touche Registered Auditors. In January 2003,
Deloitte Consulting was renamed Braxton.