Food Lion 2008 Annual Report Download - page 52
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Please find page 52 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.48 - Delhaize Group - Annual Report 2008
Executive Officer Pierre-Olivier Beckers.
Such determinations have been made, as
applicable, either upon a director’s election
or re-election to the Board by an Ordinary
General Meeting or at the Ordinary General
Meeting held in 2004 under applicable
transition rules.
At the Ordinary General Meeting of May
28, 2009, the Board will propose that the
shareholders acknowledge that Count
Jacobs de Hagen, Claire Babrowski and Jack
L. Stahl are independent within the meaning
of the Belgian Company Code.
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 46 provides an overview of
the membership of the standing committees
of the Board of Directors. The committees
annually review their Terms of Reference and
recommend any proposed changes to the
Board of Directors for approval.
Audit Committee
The Audit Committee was appointed by the
Board to assist the Board in monitoring the
integrity of the financial statements of the
Company, the Company’s compliance with
legal and regulatory requirements, the Statutory
Auditor’s qualification 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 specific
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 non-executive directors, and all of them
are independent pursuant to the Belgian
Company Code, the Belgian Code on
Corporate Governance and the NYSE rules.
The composition of the Audit Committee can
be found in the table on page 46. Effective May
28, 2009, Mr. Smits will resign as member of
the Audit Committee because he will no longer
be independent under the Belgian Company
Code from that date (see “The Board of
Directors – Independence of Directors on page
47). The Board of Directors has determined
that Mr. Robert J. Murray, Count de Pret Roose
de Calesberg, and Ms. Claire Babrowski are
“audit committee financial experts” as defined
under applicable U.S. law. The Remuneration
and Nomination Committee and the Board
of Directors have adequately considered the
competence and the skills of the members of
the Audit Committee on an individual as well as
on a collective basis and considered that such
members meet all the required competencies
and skills to exercise the functions pertaining
to the Audit Committee. All members of the
Audit Committee are holders of a masters
degree in Business, Economy or Business
Administration and most members of the
Audit Committee have held or continue to
hold a position as Chief Executive Officer, Chief
Financial Officer or Chief Operating Officer in
multinational groups. All members of the
Audit Committee are therefore considered
to be experts in accounting and auditing for
Belgian law purposes.
In 2008, the Audit Committee met five times.
All members of the Audit Committee attended
all of those meetings.
The activities of the Audit Committee in 2008
included, among others:
> Review of financial 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 financial statements
> Review of changes, as applicable, in
accounting principles and valuation rules
> 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
line)
> Review of SOX 404 compliance plan for
2008
> Review of reports provided by the General
Counsel
> 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 Officer
> Review and approval of the Policy for Audit
Committee Pre-Approval of Independent
Auditor Services
> Review of required communications from
the independent auditor
> Review and approve the Statutory Auditor’s
global audit plan for 2008
> Review of the Company’s Related Party
Transactions Policy
> Review of the Audit Committee Terms of
Reference
> Self-assessment of the Audit Committee’s
performance of its duties under its Terms of
Reference
Remuneration and Nomination
Committee
The responsibilities, composition and activities
of the Remuneration and Nomination
Committee are discussed under the section
Remuneration Report in this chapter
.
Executive Management
Chief Executive Officer and Executive
Committee
Delhaize Group’s Chief Executive Officer,
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 “Executive Management”).
Under Belgian law, the Board of Directors
has the power to delegate under certain
conditions its global management authority
to a management committee (“comité de
direction/
directiecomité”). How ever, the
Board of Directors
of Delhaize Group has
never delegated its global management
authority to the Executive Committee. The
Executive
Committee, chaired by the Chief
Executive Officer,
prepares the strategy
proposals for the Board of Directors, oversees
the operational activities and analyzes the
business performance of the Company. The
Terms of Reference of Executive Management
are attached as Exhibit D to the Company’s
Corporate Governance Charter.
The composition of the Executive Committee
can be found on page 45 of this report. Craig
Owens left the Company on September 30,
2008 and is replaced by Stéfan Descheemaeker
who started in January 2009.
The members of the Executive Committee are
appointed by the Board of Directors. The Chief
Executive Officer is the sole member of the
Executive Committee who is also a member
of the Board of Directors of Delhaize Group.