Food Lion 2007 Annual Report Download - page 52

Remuneration of the Board
The Company’s directors are remunerated for their services with a fi xed
compensation, decided by the Board of Directors and not to exceed the
maximum amounts set by the Company’s shareholders. The maximum amount
approved by the shareholders is EUR 80,000 per year per director, increased
with an additional amount of up to EUR 10,000 per year for the Chairman of
any standing committee of the Board and increased with an amount of up to
EUR 5,000 per year for services as a member of any standing committee of the
Board. For the Chairman of the Board, the maximum amount is EUR 160,000
per year (including any amount due as Chairman or member of any standing
committee).
Non-executive directors of the Company do not receive any remuneration,
benefi ts, equity-linked consideration or other incentives from the Company
other than their remuneration for their service as director of the Company.
The amount of the remuneration granted for fi scal year 2007 individually to
directors of the Company is described in Note 38 to the Financial Statements,
“Related Party Transactions”, page 102. Delhaize Group has not extended
credit, arranged for the extension of credit or renewed an extension of credit in
the form of a personal loan to or for any member of the Board.
Committees of the Board of Directors
The Board of Directors has two standing committees: the Audit Committee and
the Remuneration and Nomination Committee. The table on page 49 provides
an overview of the membership of the standing committees of the Board of
Directors.
Audit Committee
The Audit Committee was appointed by the Board to assist the Board in
monitoring the integrity of the fi nancial statements of the Company, the
Company’s compliance with legal and regulatory requirements, the Statutory
Auditor’s qualifi cation and independence, the performance of the Company’s
internal audit function and Statutory Auditor, and the Company’s internal
controls and risk management. The Audit Committee’s specifi c responsibilities
are set forth in the Terms of Reference of the Audit Committee, which are
attached as Exhibit B to the Company’s Corporate Governance Charter.
The Audit Committee is composed solely of independent directors. The
composition of the Audit Committee can be found in the table on page 49. The
Board of Directors has also determined that Mr. Robert J. Murray, Count de Pret
Roose de Calesberg, and Ms. Claire Babrowski are “audit committee fi nancial
experts” as defi ned under applicable U.S. law.
In 2007, the Audit Committee met fi ve times. All members of the Audit
Committee attended all of those meetings.
The activities of the Audit Committee in 2007 included, among others:
• Review of fi nancial statements and related revenues and earnings press
releases
• Review of the effect of regulatory and accounting initiatives and any off-
balance sheet structures on the fi nancial statements
• Review of changes, as applicable, in accounting principles and valuation
rules
• Review of U.S. Securities and Exchange Commission comments to the 2006
annual report on Form 20-F and the Company’s responses
• Review of the Internal Audit Plan
• 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 2007
• Review of General Counsel reports
• Review and evaluation of the lead partner of the independent auditor
• Holding separate closed sessions with the independent auditor and with the
Company’s Chief Audit Offi cer
• Review and approval of the Policy for Audit Committee Approval of
Independent Auditor Services
• Review of required communications from the independent auditor
• Review and approve the Statutory Auditor’s global audit plan for 2007
Remuneration and Nomination Committee
The principal responsibilities of the Remuneration and Nomination 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 2007, the Remuneration and Nomination Committee met fi ve times. All
members of the Remuneration and Nomination Committee attended all of
those meetings.
The activities of the Remuneration and Nomination Committee in 2007
included, among others:
• Approval of benchmark parameters and related data for 2007 compensation
review
• Review of and recommendation for senior management compensation
individually and review variable remuneration for other levels of management
in the aggregate
Corporate
Governance
DELHAIZE GROUP / ANNUAL REPORT 2007
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