Food Lion 2011 Annual Report Download - page 43

a position as Chief Executive Officer,
Chief Financial Officer or Chief Operat-
ing Officer in multinational groups. All
members of the Audit Committee are
considered to be experts in accounting
and auditing for Belgian law purposes.
In 2011, the Audit Committee met five
times. All members of the Audit Commit-
tee attended all of those meetings.
The activities of the Audit Committee in
2011 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-bal-
ance 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 major financial risk expo-
sures and the steps taken by manage-
ment to monitor, control and disclose
such exposures.
•฀฀Review of Management’s Representa-
tion Letter
•฀฀Review of the Audit Committee Charter
Required Actions Checklist
•฀฀Review of reports concerning the policy
on complaints (SOX 301 Reports Policy/
I-Share line)
•฀฀Review of SOX 404 compliance plan
for 2011
•฀฀Review of report provided by the Gen-
eral 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 Inde-
pendent Auditor Services
•฀฀Review of required communications
from the independent auditor
•฀฀Review and approval of the Statutory
Auditor’s global audit plan for 2011
•฀฀Supervision of the performance of
external auditor and supervision of
internal audit function
•฀฀Review of the Audit Committee Terms
of Reference
Remuneration and Nomination
Committee
The Remuneration & Nomination Com-
mittee’s specific responsibilities are set
forth in the Terms of Reference of the
Remuneration and Nomination Com-
mittee (the “RNC”), which are attached
as Exhibit C to the Company’s Corporate
Governance Charter.
The RNC is composed solely of non-exec-
utive directors, and a majority of the mem-
bers of the RNC are independent pursuant
to the Belgian Company Code, the Belgian
Code on Corporate Governance and the
NYSE rules. The composition of the RNC
can be found in the table on page 39.
In 2011, the RNC met seven times. All
RNC members attended all of those
meetings with the exception of Richard
Goblet d’Alviella, who was excused at
four meetings.
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 2011 included
among others:
•฀฀Evaluation of the CEO
•฀฀Review and approval of the Remunera-
tion Report
•฀฀Review of and recommendation for
senior management compensation
individually and review of variable
remuneration for other levels of man-
agement 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 2010
annual incentive bonus funding (pay-
out in 2011)
•฀฀Review of and recommendation on
long-term incentive programs
•฀฀Recommendation on 2011 Board remu-
neration
•฀฀Recommendation on renewal of direc-
tor mandates and reviews of inde-
pendence qualifications
•฀฀Review of and recommendation on
independence of Board members
•฀฀Review of new Short-Term Incentive
Program for the senior Management
•฀฀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 management authority to
a management committee (“comité de
direction” / ”directiecomité”). However,
the Board of Directors of Delhaize Group
has not done so. The Executive Com-
mittee, 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 Com-
mittee can be found on page 37 of this
report.
The members of the Executive Commit-
tee are appointed by the Board of Direc-
tors. The Chief Executive Officer is the
sole member of the Executive Commit-
tee who is also a member of the Board
of Directors of Delhaize Group.
Shareholders
Each holder of Delhaize Group ordinary
shares is entitled to attend any general
meeting of shareholders and to vote on
all matters on the agenda, provided that
such holder complies with the formalities
specified in the notice for the meeting.
The rights of a shareholder to attend the
general meeting of shareholders and to
vote are subject to the registration of these
shares in the name of this shareholder at
midnight (European Central Time) on the
record date, which is the fourteenth day
DELHAIZE GROUP ANNUAL REPORT ‘11 // 41