Food Lion 2009 Annual Report Download - page 58

54 - Delhaize Group - Annual Report 2009
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 operates.
While the Company refers to its Corporate
Governance Charter for its corporate
governance framework, this Corporate
Governance Statement 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 2009.
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, 2009, the Board of Directors
of Delhaize Group consisted of 12 members,
including 11 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.
Evaluation of the Board of Directors
Periodically, and at least every two years, the
Board evaluates its overall performance. In
the Board’s view, this is best accomplished
by the entire Board under the leadership
of the Chairman, with the assistance of the
Remuneration and Nomination Committee
and of an external specialist when deemed
appropriate. Generally, the assessments are
done at the same time as the review of Board
membership criteria. The purpose of this
assessment is to enhance the effectiveness of
the Board as a whole and should specifically
review areas in which the Board and/or the
management believe the Board may be more
effective. The review of the Board as a whole
necessarily includes consideration of each
director’s overall contribution to the work of the
Board. The results of each Board evaluation
are discussed with the full Board. Additionally,
each Committee of the Board conducts an
evaluation periodically, and at least every two
years, of such Committee’s performance and
reports the results of the evaluation to the
Board.
The performance of individual directors is
reviewed by the Remuneration and Nomination
Committee when a director is being considered
for re-nomination. The Remuneration and
Nomination Committee chooses the method
and criteria for these reviews. If, at any time, the
Board determines that an individual director
is not meeting the established performance
standards and qualification guidelines, or his
or her actions reflect poorly upon the Board
and the Company, the Board may request the
resignation of the non-performing director.