Food Lion 2010 Annual Report Download - page 59

Delhaize Group - Annual Report 2010 55
DELHAIZE GROUP
AT A GLANCE OUR STRATEGY OUR ACTIVITIES IN 2010
CORPORATE
GOVERNANCE STATEMENT
RISK
FACTORS FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Remuneration and Nomination
Committee
The Remuneration & Nomination Committee’s
specific responsibilities are set forth in the
Terms of Reference of the Remuneration and
Nomination Committee (“the RNC”), which
are attached as Exhibit C to the Company’s
Corporate Governance Charter.
The RNC is composed solely of non-
executive directors. All of them were
independent pursuant to the Belgian
Company Code, the Belgian Code on
Corporate Governance and the NYSE rules
until May 27, 2010. As of that date, half
of them were independent since Count
Goblet d’Alviella and Mr. Robert J. Murray
lost their independence under the criteria
of the Belgian Company Code because
they have served on the Board of Directors
as non-executive director for more than
three consecutive terms. Effective January1,
2011, a majority of the members of the
Remuneration and Nomination Committee
are independent pursuant to the Belgian
Company Code, the Belgian Code on
Corporate Governance and the NYSE rules
because Mr. Robert J. Murray resigned
as member of the Remuneration and
Nomination Committee as of that date. The
composition of the RNC can be found in the
table on page 53. The RNC membership
satisfies the Belgian legal requirement
that it has sufficient expertise in the field of
remuneration policy.
In 2010, the RNC met nine times. All
RNC members attended all of those
meetings with the exception of Count
Goblet d’Alviella, who was excused at one
meeting.
The RNC reviewed and approved all
components of Company executive pay
and made recommendations to the Board
of Directors.
The activities of the RNC in 2010 included
among others:
•Review of and recommendation for senior
management compensation individually
and review of variable remuneration
for other levels of management in the
aggregate;
•Review of the application of the share
ownership guidelines (applicable as of
2008);
•Recommendation for Board approval
of director nominations and directors’
compensation;
•Review of succession planning for
Executive Management;
•Recommendation of approval of 2009
annual incentive bonus funding (payout
in 2010);
•Review of and recommendation on long-
term incentive programs;
•Recommendation on 2010 Board
remuneration;
•Recommendation on renewal of director
mandates and review of independence
qualifications;
•Review of and recommendation on
independence of Board members;
•Review of implementation of Belgian
retirement plan;
•Self-evaluation of the RNC; and
•Review of the RNC Terms of Reference.
Executive Management
Chief Executive Officer and
Executive Committee
Delhaize Group’s Chief Executive Officer,
Mr. 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 51 of this report.
The members of the Executive Committee
are appointed by the Board of Directors.
The Chief Executive Officer is the sole
member of the Executive Committee who is
also a member of the Board of Directors of
Delhaize Group.
Remuneration Report
Delhaize Group wants to provide its
shareholders and all other stakeholders
with consistent and transparent information
on executive compensation.
In this remuneration report we include
information on the following topics:
•The applied remuneration policy during
2010;
•The role and involvement of various
parties in executive compensation
analysis and the related decision-making
processes;
•Director remuneration;
•Executive Management compensation;
and
•Share ownership guidelines.
Remuneration Policy applied during 2010
During the reported year, the Company
applied the remuneration policy for
directors and Executive Management as it
can be found in Exhibit E of the Corporate
Governance Charter posted on the
Company’s website at www.delhaizegroup.
com. No changes have been made in the
Remuneration Policy during 2010.
Delhaize Group strongly believes in
rewarding talent and experience.
Accordingly, Delhaize Group’s remuneration
policy is designed to provide incentives for
delivering strong growth and high returns
for shareholders so that we can attract and
retain talented directors and executives.
The policy’s goal is to reward individual
and Company performance in a manner
that aligns the interests of the Company’s
executives, directors and shareholders
while also taking into account market
practices and the differences between the
Group’s operating companies. Delhaize
Group has consistently applied this policy in
the past years.
As of March 9th, 2011, the Company
does not intend to substantially alter the
Remuneration Policy in the coming two
years.
Role and Involvement of Various Parties
in Executive Compensation Analysis and
Decisions
Role of Remuneration
& Nomination Committee
The composition and activities of the
Remuneration and Nomination Committee
are discussed on page 53 and on this page.