Food Lion 2004 Annual Report Download - page 82

DELHAIZE GROUP  ANNUAL REPORT 2004
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This restriction would not apply to ordinary shares below the initial 3%
threshold or to Delhaize Group ordinary shares between tw o consecutive
thresholds as long as the beneficial owner has reported Delhaize Group
ordinary shares at least equal to the lower of the two thresholds. Any
person failing to timely report beneficial ow nership of Delhaize Group
ordinary shares may forfeit all or part of the rights attributable to such
Delhaize Group ordinary shares, including, but not limited to, voting rights
or rights to distributions of cash or share dividends or may even be ordered
by the President of the Commercial Court to sell the shares concerned to
a non-related party.
Holders of Delhaize Group ordinary shares and holders or beneficial ow ners
of Delhaize Group ADRs are subject to the same reporting requirements as
summarized above.
With the exception of the shareholders identified in the table on the
previous page, no shareholder or group of shareholders has declared as
of December 31, 2004 holding at least 3% of the outstanding shares and
warrants of Delhaize Group SA.
Delhaize Group is not aw are of the existence of any shareholders’ agree-
ment with respect to the voting right pertaining to the shares of the
Company.
On December 31, 2004, the directors and members of the Executive
Committee of Delhaize Group SA owned as a group 469,536 ordinary sha-
res or ADRs of Delhaize Group SA, which represented approximately 0.5%
of the total number of outstanding shares of Delhaize Group SA as of that
date. On December 31, 2004, the members of the Executive Committee of
Delhaize Group SA owned as a group 797,521 stock options, warrants and
restricted stock over an equal number of existing or new ordinary shares
or ADRs of the Company.
Dividend Policy
It is the policy of Delhaize Group to pay out a regularly increasing dividend
while retaining free cash flow consistent with opportunities to finance the
future grow th of the Company.
External Audit
The external audit of Delhaize Group SA is conducted by Deloitte & Touche,
Registered Auditors, represented by James Fulton, until the Ordinary
General M eeting in 2005.
On the basis of the audit conducted by the Statutory Auditor in accordance
with the standards of the Belgian Institute of Registered Auditors, the
Statutory Auditor is required to certify w hether the financial statements
of the Company give a true and fair view of its assets, financial situation
and results of operations. The Audit Committee examines and discusses
the Statutory Auditor’s findings on both the consolidated accounts and the
statutory accounts of the Company w ith the Statutory Auditor.
In addition, the Audit Committee meets w ith the external auditor at least
quarterly to discuss the results of the external auditor’s review of the quar-
terly information and other matters.
The chart below sets forth the fees charged by Deloitte & Touche to
Delhaize Group SA and its subsidiaries in 2004.
(in EUR)
2004
a. Statutory audit Delhaize Group SA 235,220
b. Statutory audit Delhaize Group subsidiaries 684,970
c. Limited audit reviews of quarterly and half-yearly
financial information 119,700
Subtotal a,b,c 1,039,890
d. Other legally required services 39,860
Subtotal d 39,860
e. Accounting consultation and other non-routine
audit services 692,744
f. Tax services 441,134
Subtotal e,f 1,133,879
TOTAL 2,213,629