Food Lion 2009 Annual Report Download - page 69

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As a company that has securities registered
with the U.S. Securities and Exchange Commis-
sion (SEC), the Company is required to provide
a management report to the SEC regarding
the effectiveness of its internal controls, as de-
scribed in Section 404 of the U.S. Sarbanes-
Oxley Act of 2002 and the rules implementing
such act (see “Additional Governance Matters
– Section 404 of the Sarbanes-Oxley Act of
2002” below). In addition, the statutory auditor
must provide its assessment of the effective-
ness of the Company’s internal controls. The
fees related to this work represent a part of the
Statutory Auditor’s fees for the “Statutory au-
dit of Delhaize Group SA,” the “Statutory audit
subsidiaries of Delhaize Group” and the “Legal
audit of the consolidated financial statements”
in 2009.
The Audit Committee has monitored the
independence of the Statutory Auditor under
the Audit Committee’s pre-approval policy,
setting forth strict procedures for the approval of
non-audit services performed by the Statutory
Auditor.
Additional Governance Matters
Related Party Transactions Policy
In line with the recommendations of the Belgian
Code on Corporate Governance, the Company
adopted a Related Party Transactions Policy
containing requirements applicable to the
members of the Board and the Executive
Management in addition to the requirements of
the conflicts of interest policy in the Company’s
Guide for Ethical Business Conduct, which is
available at www.delhaizegroup.com. The
Company’s Related Party Transactions Policy
is attached as Exhibit F to the Company’s
Corporate Governance Charter. The members
of senior management and the directors of the
Company and of its subsidiaries completed
a Related Party Transaction Questionnaire in
2009 for internal control purposes. Further
Information on Related Party Transactions, as
defined under International Financial Reporting
Standards, can be found in Note 32 to the
Financial Statements.
Insider Trading and Market Manipulation
Policy
The Company has a Policy Governing Securities
Trading and Prohibiting Market Manipulation
(“Trading Policy”) which reflects the Belgian
and U.S. rules of market abuse (consisting of
insider trading and market manipulation). The
Company’s Trading Policy contains, among
other things, strict trading restrictions that
apply to persons who regularly have access to
material non-public information. More details
concerning the Company’s Trading Policy can be
found in the Company’s Corporate Governance
Charter. The Company maintains a list of
persons having regular access to material non-
public information and periodically informed
these persons in 2009 about the rules of the
Trading Policy and about upcoming restriction
periods for trading in Company securities.
Internal Controls and Section 404 of the
Sarbanes-Oxley Act of 2002
The Company’s management is responsible
for establishing and maintaining adequate
internal controls. Internal control is broadly
defined as a process effected by the Board and
management, designed to provide reasonable
assurance regarding achievement of objectives
related to (i) effectiveness and efficiency of
operations, (ii) reliability of financial reporting,
and (iii) compliance with applicable laws and
regulations.
The Company’s internal controls over financial
reporting are a subset of internal control and
include those policies and procedures that
(i) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the
assets of the Company, (ii) provide reasonable
assurance that transactions are recorded as
necessary to permit preparation of financial
statements in accordance with generally
accepted accounting principles, and that
receipts and expenditures of the Company
are being made only in accordance with
authorizations of management and directors
of the Company, and (iii) provide reasonable
assurance regarding prevention or timely
detection of unauthorized acquisition, use
or disposition of the Company’s assets that
could have a material effect on the financial
statements.
As a company that has securities registered
with the SEC, the Company must provide (i) a
management report on the effectiveness of
DELHAIZE GROUP AT A GLANCE OUR STRATEGY OUR ACTIVITIES IN 2009 CORPORATE
GOVERNANCE STATEMENT RISK FACTORS FINANCIAL STATEMENTS
SHAREHOLDER INFORMATION
External Audit
The external audit of Delhaize Group SA is
conducted by Deloitte Reviseurs d’Entreprises/
Bedrijfsrevisoren, Registered Auditors, repre-
sented by Mr. Philip Maeyaert, until the Ordinary
General Meeting in 2011.
Certification of Accounts 2009
In 2010, the Statutory Auditor has certified
that the statutory annual accounts and the
consolidated annual accounts of the Company,
prepared in accordance with legal and
regulatory requirements applicable in Belgium,
for the year ended December 31, 2009 give a
true and fair view of its assets, financial situation
and results of operations. The Audit Committee
reviewed and discussed the results of the
Statutory Auditor’s audits of these accounts
with the Statutory Auditor.
Statutory Auditor’s Fees for Services Related
to 2009
The following table sets forth the fees of the
Statutory Auditor and its associated companies
relating to the services with respect to fiscal
year 2009 to Delhaize Group SA and its
subsidiaries.
(in EUR)
2009
a. Statutory audit of Delhaize Group SA
(1)
468 400
b. Legal audit of the consolidated finan-
cial statements(1)
222 480
Subtotal a,b : Fees as approved by the
shareholders at the Ordinary General
Meeting of May 22, 2008
690 880
c. Statutory audit of subsidiaries of
Delhaize Group
1 990 412
Subtotal a,b,c: Statutory audit of the
Group and subsidiaries
2 681 292
d. Audit of the 20-F (Annual Report filed
with U.S. Securities and Exchange
Commission)
41 174
e. Other legally required services
15 000
Subtotal d, e 56 174
f. Consultation and other non-routine
audit services
437 782
g. Tax services 94 180
Subtotal f, g 531 962
TOTAL 3 269 428
(1)
Includes fees for limited audit reviews of quarterly and half-yearly
financial information.