Food Lion 2008 Annual Report Download - page 58
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Please find page 58 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.54 - Delhaize Group - Annual Report 2008
Share Ownership Guidelines
Delhaize Group believes that Executive
Management should be encouraged to
maintain a minimum level of share owner-
ship in order to align the interests of the
shareholders and Executive Management.
In 2008, the Board of Directors adopted
share ownership guidelines based on the
recommendation of the RNC.
Under these guidelines and during their
active employment, the Chief Executive
Officer and the other members of Executive
Management are expected to acquire and
maintain ownership of Delhaize Group stock
equal to a multiple of the annual base salary.
These multiples are set as follows:
Multiple of Annual Base Salary
Chief Executive Officer
300%
Executive Management USD payroll
200%
Executive Management EUR payroll
100%
The difference between U.S. based and
European based management is due to the
different market practices in these regions
and the differences between the instruments
available for Executive Management
remuneration. In the U.S., equity based
compensation is more widely encouraged
than in Europe.
Executive Management is expected to
achieve the share ownership levels by the
end of 2012. New members of Executive
Management will be allowed a period of
5 years to achieve the recommended share
ownership levels.
The RNC will monitor the compliance with
these Guidelines at least once a year. The
Board of Directors is currently satisfied with
the progress that has been made so far.
Main Contractual Terms of Hiring and
Termination of Executive Management
The Company’s Executive Management,
in accordance with employment-related
agreements and applicable law, is
compensated in line with the Company’s
Remuneration Policy and is assigned duties
and responsibilities in line with current
market practice for its position and with the
Company’s Terms of Reference of Executive
Management.
Executive Management is required to abide
by the Company’s policies and procedures,
including the Company’s Code of Business
Conduct and Ethics, and subject to
confidentiality and non-compete obligations
to the extent authorized by law. Executive
Management is also subject to other clauses
typically included in employment agreements
for executives.
The employment agreements of the Chief
Executive Officer Pierre-Olivier Beckers and
other members of Executive Management
who have a Belgian employment, do not
provide for a severance payment in case
of termination. Should the employment be
terminated, the parties will negotiate in good
faith to determine the terms and conditions
applicable to such termination. In case of
disagreement, the case will be settled by the
Courts applying Belgian law.
For the U.S. members of Executive
Management, their contracts provide the
payment of 2 to 3 times the base salary
and annual incentive bonus of the Executive
Manager and the continuation of the
Company health and welfare benefits for
a comparable period in the event of the
termination of their employment by the
Company without cause or by an Executive
Manager for good reason. The termination
would also result in accelerated vesting of all
or substantially all of the long-term incentive
awards.
Shareholders
Each holder of Delhaize Group ordinary shares
is entitled to attend any general meeting
of shareholders and to vote on all matters
on the agenda, provided that such holder
complies with the formalities specified in the
notice for the meeting.
To vote at a general meeting of shareholders,
a Delhaize Group shareholder must deposit
his or her Delhaize Group ordinary shares
for which voting rights will be exercised with
Delhaize Group’s registered office, or such
other place as specified in the notice for the
meeting, at least four business days prior to
such meeting. One share is entitled to one
vote.
Similarly, a holder of Delhaize Group
American Depositary Shares (“ADSs”) who
gives voting instructions to the depositary
must arrange for blocking transfers of those
ADSs during the period from the date on
which such voting instructions are received
by the depositary until the day after such
meeting.
Belgian law does not require a quorum for the
ordinary general meetings of shareholders.
Decisions are taken by a simple majority of
votes cast at the meeting, irrespective of the
number of Delhaize Group ordinary shares
present or represented at the meeting.
Resolutions to amend any provision of the
Articles of Association, including any decision
to increase the capital or an amendment
which would create an additional class of
shares, require a quorum of 50% of the
issued capital at an extraordinary general
meeting (provided that if this quorum is
not reached, the Board may call a second
extraordinary general meeting for which no
quorum is required), as well as the affirmative
vote of at least 75% of the shares present or
represented and voting at the meeting, or
80% of such shares if the amendment would
change Delhaize Group’s corporate objective
or authorize the Board to repurchase Delhaize
Group ordinary shares.
Extraordinary General Meeting
of April 25, 2008
The Board called an Extraordinary General
Meeting on April 25, 2008. Since the required
quorum was not achieved, no decisions were
taken during that meeting, and a second
Extraordinary General Meeting, which was
combined with the Ordinary General Meeting
into a single meeting, was called with the
same agenda on May 22, 2008.
Ordinary and Extraordinary General
Meeting of May 22, 2008
The Ordinary General Meeting is held
annually at the call of the Board of Directors.
The Ordinary and Extraordinary General
Meeting of 2008 was held on May 22,
2008. During the Ordinary General Meeting
portion of the meeting, the Company’s
management presented the Management
Report, the report of the statutory auditor
and the consolidated annual accounts. The
Ordinary General Meeting then approved
the non-consolidated annual accounts