Food Lion 2006 Annual Report Download - page 53

Download and view the complete annual report

Please find page 53 of the 2006 Food Lion annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 116

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116

DELHAIZE GROUP / ANNUAL REPORT 2006 51
•
Review of management’s representation letter
• Review of the Audit Committee Charter Required Actions
Checklist
• Review of reports concerning the policy on complaints
(SOX 301 Reports Policy/Sentinel Hotline)
• Review of SOX 404 compliance plan for 2006
• Review of General Counsel reports
• Review and evaluation of the lead partner of the
independent auditor
• Approval of the appointment of the Corporate Vice
President of Internal Audit
• Holding separate closed sessions with the independent
auditor and with the Vice President of Internal Audit
• Review and approval of the Policy for Audit Committee
Approval of Independent Auditor Services
• Review of required communications from the independent
auditor
• Recommendation of renewal of Statutory Auditor’s
mandate and review and approve the Statutory Auditor’s
global audit plan for 2006
• Self-assessment
Remuneration and Nomination Committee
The principal responsibilities of the Remuneration and
Nominating Committee are to: (i) identify individuals qualifi ed to
become Board members, consistent with criteria approved by
the Board; (ii) recommend to the Board the director nominees
for each Ordinary General Meeting; (iii) recommend to the
Board director nominees to fi ll vacancies, (iv) recommend to
the Board qualifi ed and experienced directors for service on
the committees of the Board; (v) recommend to the Board the
compensation of the members of executive management, (vi)
recommend to the Board any incentive compensation plans
and equity-based plans, and awards thereunder, and profi t-
sharing plans for the Company’s associates; (vii) evaluate the
performance of the Chief Executive Offi cer; and (viii) advise
the Board on other compensation issues. The Remuneration
and Nomination Committee’s specifi c responsibilities are
set forth in the Terms of Reference of the Remuneration and
Nomination Committee, which are attached as Exhibit C to the
Company’s Corporate Governance Charter.
The Remuneration and Nomination Committee is composed
solely of non-executive directors, and all of them are
independent directors under the Belgian Company Code, the
Belgian Code on Corporate Governance and the rules of the
NYSE. The composition of the Remuneration and Nomination
Committee can be found in the table on page 49.
In 2006, the Remuneration and Nomination Committee
met three times. All members of the Remuneration and
Nomination Committee attended all meetings.
The activities of the Remuneration and Nomination Committee
in 2006 included, among others:
• Approval of benchmark parameters and related data for
2006 compensation review
• Review of and recommendation for Senior Management
compensation individually and review variable
remuneration for other levels of management in the
aggregate
• Recommendation of approval of employment agreement of
the Chief Executive Offi cer of Delhaize Group
• Recommendation for Board approval of Board
membership nominations and director’s compensation
• Recommendation of approval of 2005 annual incentive
bonus funding
• Review of and recommendations on long term incentive
programs
• Recommendation on 2006 Board remuneration
• Recommendation on renewal of director mandates and
review on independence qualifi cations
• Recommendation on appointment of new director
• Review of and recommendation on independence of Board
members
EXECUTIVE MANAGEMENT
Chief Executive Offi cer and Executive Committee
Delhaize Group’s Chief Executive Offi cer, Pierre-Olivier
Beckers, is in charge of the day-to-day management of the
Company with the assistance of the Executive Committee
(together referred to as the “Executive Management”). The
Executive Committee, chaired by the Chief Executive Offi cer,
prepares the strategy proposals for the Board of Directors,