Food Lion 2009 Annual Report Download - page 60

56 - Delhaize Group - Annual Report 2009
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.
Based on determinations made up to and
including the Ordinary General Meeting of
2009, the shareholders have determined
that all current directors are independent
under the criteria of the Belgian Company
Code, with the exception of Didier Smits and
Chief 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.
Effective May 2009, Didier Smits is no longer
independent under the criteria of the Belgian
Company Code because he has served on the
Board of Directors as non-executive director for
more than three consecutive terms.
At the Ordinary General Meeting of
May 27, 2010, the Board will propose that the
shareholders acknowledge that Jack L. Stahl
is 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 55 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, the SEC rules and the NYSE rules.
The composition of the Audit Committee can
be found in the table on page 55. The Board
of Directors has determined that Mr. Robert J.
Murray, Count de Pret Roose de Calesberg,
Mrs. Claire Babrowski and Mr. Jack L. Stahl 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. Most members of the
Audit Committee are holders of a master's
degree in 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 considered to be
experts in accounting and auditing for Belgian
law purposes.
In 2009, the Audit Committee met five times. All
members of the Audit Committee attended all
of those meetings.
The activities of the Audit Committee in 2009
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
2009
> 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 approval of the Statutory Auditor’s
global audit plan for 2009
> Review of the Audit Committee 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 Statement.
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”). However, 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 53 of this report.