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Delhaize Group Our Strategy
Our Activities in 2008
Corporate Governance
Risk Factors
Financial Statements Shareholder Information
at a Glance
Activity Report of the Board in 2008
In 2008, the Board of Directors met seven
times. All directors were present at all of those
meetings with the exception of Count Arnoud
de Pret Roose de Calesberg, Mr. Jacques de
Vaucleroy, Mr. William L. Roper and Baron
Luc Vansteenkiste, who were excused at one
meeting each, and Count Richard Goblet
d’Alviella and Mr. François Cornélis, who
were excused at two meetings each.
In 2008, the Board’s activities included,
among others:
> Regular closed sessions with and without
the Chief Executive Officer of Delhaize
Group
> Two-day annual strategic session on key
strategic issues and related follow-up
discussions
> Approval of the annual budget and the
three-year financial plan
> Regular business reviews
> Review of forecasts
> Review and approval of quarterly and
annual financial statements
> Adoption of the annual accounts including
proposed allocation of profits and dividend
proposal, the consolidated financial
statements, Management’s Report on the
annual accounts and the consolidated
financial statements and the annual report
> Approval of revenues and earnings press
releases
> Approval of the publication of the Corporate
Responsibility Report 2007
> Review and decision on possible
acquisitions and divestitures
> Regular review and update on treasury
matters
> Reports of Committee Chairmen and
decisions on Committee recommendations
> Call and adoption of the agendas of
the Extraordinary and Ordinary General
Meetings
> Appointment of a director, nomination
of directors for renewal of their directors’
mandate, nomination of a new director,
and assessment of their independence
> Review of the Terms of Reference of the
Board of Directors and of its committees
> Self-assessment of the Board of Directors’
performance of its duties under its Terms
of Reference
Nomination and Tenure of Directors
Pursuant to the Company’s Articles of
Association, directors may be appointed by
the general meeting of shareholders for a
maximum term of six years. In practice, the
members of the Board are appointed for a
maximum term of three years. No director after
having attained the age of 70 years may be
nominated for re-election or reappointment
to the Board. Directors may be removed from
office at any time by a majority vote at any
general meeting of shareholders.
The Ordinary General Meeting held on
May 22, 2008 decided to appoint Mr. F.
Cornélis as director for a three-year term and
to renew the director’s mandate of Count de
Pret Roose de Calesberg, Mr. Jacques de
Vaucleroy, Mr. Hugh Farrington and Baron
Luc Vansteenkiste for a three-year term.
On August 1, 2008, the Board of Directors
appointed Jack L. Stahl as a director to fill-in
the unexpired term of Dr. William Roper, who
resigned from the Board effective July 31,
2008. In accordance with Belgian law and
Delhaize Group’s Articles of Association,
shareholders will be requested at the first
general meeting after his appointment by the
Board of Directors to confirm the appointment
of Jack L. Stahl as director until the Ordinary
General Meeting to be held in May 2010.
Mr. Stahl (1953) last served in the role of
President and Chief Executive Officer of
cosmetics company Revlon from 2002 until
his retirement in 2006. Prior to joining Revlon,
Mr. Stahl had a 22-year career as an executive
with the Coca-Cola Company culminating in
the role of President and Chief Operating
Officer. He also served as Group President
of Coca-Cola Americas and Chief Financial
Officer. Mr. Stahl started his professional
career as an auditor at Arthur Andersen
& Co. He currently serves on the Boards of
pharmaceutical company Schering-Plough
and the soft drinks company Dr. Pepper
Snapple Group. He is also a Board member
of several non-profit organizations such as
The Boys and Girls Clubs of America and
The United Negro College Fund. Mr. Stahl
received his undergraduate degree from
Emory University and holds an MBA from the
Wharton Business School of the University of
Pennsylvania.
Proposed Renewal of Director
Mandates
Upon recommendation of the Remuneration
and Nomination Committee, the Board will
propose the renewal of the mandate of the
incumbent directors Count Jacobs de Hagen,
Pierre-Olivier Beckers, Claire Babrowski and
Didier Smits for a term of three years to the
shareholders for approval at the Ordinary
General Meeting to be held on May 28,
2009.
Independence of Directors
In March 2009, the Board of Directors
considered all criteria applicable to the
assessment of independence of directors
under the Belgian Company Code, the
Belgian Code on Corporate Governance
and the New York Stock Exchange (NYSE)
rules. Based on the information provided
by all directors regarding their relationships
with Delhaize Group, the Board of Directors
determined that all directors, with the
exception of Pierre-Olivier Beckers and Didier
Smits, are independent under the criteria
of the Belgian Company Code, the Belgian
Code on Corporate Governance and the
NYSE rules.
Prior to the Board of Directors’ determination
in March 2009, the Board of Directors had
considered Mr. Smits to be independent.
However, beginning May 28, 2009, Mr.
Smits will no longer be independent under
the Belgian Company Code because he has
served on the Board of Directors as a non-
executive director for more than three terms.
While the Board of Directors did not feel that a
service of more than three terms affected the
independence of Mr. Smits under the Belgian
Code on Corporate Governance, recent
changes in the Belgian Company Code have
eliminated the Board’s ability to make such
judgments (see “Compliance with the Belgian
Code on Corporate Governance” on p. 56).
Based on determinations made up to and
including the Ordinary General Meeting of
2008, the shareholders have determined
that all current directors are independent
under the criteria of the Belgian Company
Code, with the exception of Jack L. Stahl,
whose status the shareholders have not
yet had the opportunity to review, and Chief