Food Lion 2009 Annual Report Download - page 59

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DELHAIZE GROUP AT A GLANCE OUR STRATEGY OUR ACTIVITIES IN 2009 CORPORATE
GOVERNANCE STATEMENT RISK FACTORS FINANCIAL STATEMENTS
SHAREHOLDER INFORMATION
Activity Report of the Board in 2009
In 2009, the Board of Directors met six times. All
directors were present at all of those meetings
with the exception of Mr. Jacques de Vaucleroy,
who was excused at one meeting, and Mr.
François Cornélis, who was excused at two
meetings.
In 2009, 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 2008
> 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
> Nomination of directors for renewal of their
directors’ mandate and assessment of their
independence
> Approval of senior notes offering
> Approval of tender offer by subsidiary on
publicly held shares of Alfa Beta
> Review of the Terms of Reference of the Board
of Directors and of its committees
Nomination and Tenure of Directors
As a general rule, under Belgian law, directors
are elected by majority vote at the ordinary
general meeting for a term of up to six years.
From 1999 to 2009, the Company set the
length of director terms for persons elected
during such period at a maximum of three
years. Pursuant to a recent Belgian law, a
director is not independent if such person is
elected to more than three successive terms
or more than twelve years. In March 2010,
the Board of Directors decided to set the
term of the mandate of directors starting with
elections in 2010 to three years for the first term,
then four years for subsequent terms, which
would permit a non-executive director who is
otherwise independent to serve a total of eleven
years before such director would no longer be
considered independent under Belgian law.
The term of directors who are not considered
independent by the Board of Directors at the
time of their election has been set by the Board
at three years. Unless otherwise decided by
the Board, a person who is up for election to the
Board and who would turn age 70 during the
Company’s standard director term length may
instead be elected to a term that would expire
at the ordinary general meeting occurring
in the year in which such director would turn
70. Directors may be removed from office at
any time by a majority vote at any meeting of
shareholders.
The Ordinary General Meeting held on May 28,
2009 decided to renew the director’s mandate
of Mrs. Claire Babrowski, Mr. Pierre-Olivier
Beckers, Count Jacobs de Hagen and Mr.
Didier Smits, each for a three-year term.
Proposed Renewal of Director Mandates
Upon recommendation of the Remuneration
and Nomination Committee, the Board will
propose the renewal of the mandate of (i)
Robert J. Murray for a term of two years, (ii)
Count Goblet d’Alviella for a term of three years
and (iii) Jack L. Stahl for a term of four years to
the shareholders for approval at the Ordinary
General Meeting to be held on May 27, 2010.
Independence of Directors
In March 2010, 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,
Delhaize Group Board of Directors and Committee Membership in 2009
Name (year of birth)
Position Director
Since Ter m Expires
Membership
Audit
Committee
Membership
Remuneration
and Nomination
Committee
Count Jacobs de Hagen (1940) Chairman
(1)
May 2003 2012 Chair
Pierre-Olivier Beckers (1960) President,
Chief Executive
Officer,
and Director
May 1995 2012
Claire Babrowski (1957) Director
(1)
May 2006 2012 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
Didier Smits (1962) Director May 1996 2012
Jack L. Stahl (1953) Director
(1)
August 2008 2010 X(2)
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. Stahl joined the Audit Committee effective May 28, 2009 in replacement of Mr. Smits who resigned as member of the Audit Committee as of
that date because he is no longer independent under the Belgian Company Code