Food Lion 2008 Annual Report Download - page 50
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Please find page 50 of the 2008 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.46 - Delhaize Group - Annual Report 2008
The Delhaize Group Board of Directors and its
management ensure that the Company serves
the interests of its shareholders and other key
stakeholders with the highest standards of
responsibility, integrity and compliance with
all applicable laws and regulations. Delhaize
Group strives to continually earn investor
confidence by being a leader in good corporate
governance, complying with the law wherever
it operates and providing clear, consistent, and
transparent communication about its strategy
and performance. Upholding this commitment
is in line with our high ethical standards and is
important for our continued success.
Corporate Governance Charter
of Delhaize Group
Delhaize Group follows the corporate
governance principles described in the
Belgian Code on Corporate Governance and
adopted this Code as its reference Code.
The Belgian Code on Corporate Governance
is available at:
www.corporategovernancecommittee.be.
In accordance with the recommendations
and guidelines described in the Belgian Code
on Corporate Governance, the corporate
governance framework in which Delhaize
Group operates is specified in Delhaize
Group’s Corporate Governance Charter.
The Corporate Governance Charter is
reviewed and updated from time to time. The
latest update of the Charter is available on
the Company’s website (www.delhaizegroup.
com). The Corporate Governance Charter of
Delhaize Group includes the rules and policies
of the Company, which together with applicable
law, the securities exchange rules and the
Company’s Articles of Association, govern the
manner in which the Company operate
s.
While the Company refers to its Corporate
Governance Charter for its corporate
governance framework, this Corporate
Governance chapter in the annual report
focuses, as recommended by the Belgian
Code on Corporate Governance, on factual
information relating to the Company’s
corporate governance, including changes
in the Company’s corporate governance
structure together with relevant events that
took place during 2008.
The Board of Directors
Mission of the Board of Directors
The Board of Directors of Delhaize Group
is responsible for the strategy and the
management of the Company in its best
corporate interests. This responsibility
includes the maximization of shareholder
value, including the optimization of long-
term financial returns, while also taking into
account the responsibilities the Company
has to its customers, associates, suppliers
and the communities where it operates. To
achieve this, the Board of Directors, as the
Company’s ultimate decision-making body,
is entrusted with all powers that are not
reserved by law to the General Meeting of
shareholders.
The Terms of Reference of the Board are
attached as Exhibit A to the Company’s
Corporate Governance Charter.
Composition of the Board of Directors
On December 31, 2008, the Board of Directors
of Delhaize Group consisted of twelve
members, including eleven non-executive
directors and one executive director. As
indicated in the Terms of Reference of the
Board of Directors, the Board periodically
reviews the Board membership criteria in
the context of the current make-up of the
Board and its committees against current
and future conditions and circumstances.
This assessment is made on the basis of
knowledge, experience, integrity, diversity,
complementary skills such as understanding
of retail, finance and marketing, and
willingness to devote adequate time to Board
duties. At all times, at least one member of
the Board and the Audit Committee must
be an “audit committee financial expert” as
defined by U.S. federal securities laws.
Delhaize Group Board of Directors and Committee Membership in 2008
Name (year of birth)
Position
Director
Since
Term
Expires
Membership
Audit
Committee
Membership
Remuneration
and Nomination
Committee
Count Jacobs de Hagen (1940)
Chairman
(1)
May 2003 2009
Chair
Pierre-Olivier Beckers (1960)
President,
Chief Executive
Officer,
and Director
May 1995 2009
Claire Babrowski (1957)
Director
(1)
May 2006 2009
X
François Cornélis (1949)
Director
(1)
May 2008 2011
Count de Pret Roose de Calesberg (1944)
Director
(1)
May 2002 2011
X
Jacques de Vaucleroy (1961)
Director
(1)
May 2005 2011
Hugh G. Farrington (1945)
Director
(1)
May 2005 2011
X
Count Goblet d’Alviella (1948)
Director
(1)
May 2001 2010
X
Robert J. Murray (1941)
Director
(1)
May 2001 2010
Chair X
Dr. William L. Roper (1948)
Director
(1)
July 2003 July 2008
(2)
Didier Smits (1962)
Director
(1)
May 1996 2009
X
Jack L. Stahl (1953)
Director
(3)
August 2008
(2)
2009
Baron Vansteenkiste (1947)
Director
(1)
May 2005 2011
(1)
Independent director under the Belgian Company Code, the Belgian Code on Corporate Governance and the NYSE rules.
(2)
Mr. Roper resigned from the Board of Directors in July 2008, and the resulting vacant seat on the Board of Directors was filled by Mr. Stahl.
(3)
Mr. Stahl is an independent Board member under the Belgian Code on Corporate Governance and the NYSE rules. He will also be considered
as independent under the Belgian Company Code after the acknowledgment of his independence at a shareholders’ meeting of the Company.
The Board of Directors will propose to the Ordinary General Meeting of May 28, 2009 to acknowledge that Mr. Stahl satisfies the requirements of in-
dependence set forth in the Belgian Company Code and appoint him as independent director pursuant to the criteria of the Belgian Company Code.