Food Lion 2012 Annual Report Download - page 42

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GOVERNANCE
The Delhaize Group Board of Direc-
tors and its management ensure
that the Company serves the inter-
ests of its shareholders and other
key stakeholders with the highest
standards of responsibility, integ-
rity and compliance with all appli-
cable laws and regulations. Del-
haize Group strives to continually
earn investor confidence by being
a leader in good corporate gov-
ernance, complying with the law
wherever it operates and providing
clear, consistent and transparent
communication about its strategy
and performance. Upholding this
commitment is in line with our high
ethical standards and is important
for our continued success.
Corporate Governance
Charter of Delhaize Group
Delhaize Group follows the corporate
governance principles described in
the 2009 Belgian Code on Corporate
Governance and adopted this 2009
Code as its reference Code. The
Belgian Code on Corporate Govern-
ance is available at: www.corporate
gover nancecommittee.be.
In accordance with the recommen-
dations and guidelines described
in the Belgian Code on Corporate
Governance, the corporate govern-
ance framework in which Delhaize
Group operates is specified in Del-
haize Group’s Corporate Govern-
ance Charter.
The Corporate Governance Charter
is reviewed and updated from time to
time. The latest update of the Char-
ter is available on the Company’s
website (www.delhaizegroup.com).
The Corporate Governance Charter
of Delhaize Group includes the rules
and policies of the Company, which
together with applicable law, the
securities exchange rules and the
Company’s Articles of Association,
govern the manner in which the
Company operates.
While the Company refers to its Cor-
porate Governance Charter for its
corporate governance framework,
this Corporate Governance State-
ment in the annual report focuses,
as recommended by the Belgian
Code on Corporate Governance, on
factual information relating to the
Company’s corporate governance,
including changes in the Company’s
corporate governance structure
together with relevant events that
took place during 2012.
The Board of Directors
Mission of the Board of Directors
The Board of Directors of Delhaize
Group is responsible for the strategy
and the management of the Com-
pany in its best corporate interests.
This responsibility includes the maxi-
mization of shareholder value, includ-
ing the optimization of long-term
financial returns, while also taking
into account the Company’s associ-
ates, suppliers and the communities
where it operates. To achieve this, the
Board of Directors, as the Company’s
ultimate decision-making body, is
entrusted with all powers that are not
reserved by law to the General Meet-
ing of shareholders.
The Terms of Reference of the Board
are attached as Exhibit A to the
Company’s Corporate Governance
Charter.
Composition of the Board
of Directors
On December 31, 2012, the Board
of Directors of Delhaize Group con-
sisted of 11 members, including 10
non-executive directors and one
executive director. As indicated in
the Terms of Reference of the Board
of Directors, the Board periodically
reviews the Board membership cri-
teria in the context of the current
make-up of the Board and its com-
mittees against current and future
conditions and circumstances. This
assessment is made on the basis
of knowledge, experience, integ-
rity, diversity, complementary skills
such as understanding of retail,
finance and marketing, and willing-
ness to devote adequate time to
Board duties. At all times, at least
one member of the Board and the
Audit Committee must be an “audit
committee financial expert” as
defined by U.S. federal securities
laws. In addition, the Belgian Com-
panies Code requires that at least
one member of the Audit Commit-
tee must be competent in account-
ing and audit and that a majority of
the members of the Remuneration
& Nomination Committee must be
independant pursuant to the Bel-
gian Companies Code.
Gender Diversity within
the Board of Directors
A recent Belgian law requires that at
least one third of the members of the
Board of Directors has another gen-
der than the other members of the
Board of Directors as of the finan-
cial year starting on 1 January 2017.
The Board of Directors is focused on
the recruitment of female directors
because it is convinced that diversity
strengthens the Board’s decisions.
In addition, it will support meeting
the one-third requirement by 2017.
Ms. Claire H. Babrowski has been
a member of our Board of Directors
since May 2006. Ms. Shari L. Ballard
joined our Board of Directors in May
2012. We will propose the appoint-
ment of Ms. Elizabeth Doherty as
director for a term of three years
to the shareholders at the Ordinary
General Meeting to be held on May
23, 2013. Ms. Doherty’s biographical
information is provided below.
Evaluation of the Board
of Directors
Periodically, and at least every two
years, the Board evaluates its over-
all performance. In the Board’s view,
this is best accomplished by the
entire Board under the leadership
of the Chairman, with the assistance
of the Remuneration and Nomina-
tion Committee and of an external
specialist when deemed appropri-
ate. Generally, the assessments
are done at the same time as the
review of Board membership crite-
ria. The purpose of this assessment
is to enhance the effectiveness of
the Board as a whole and should
specifically review areas in which
the Board and/or the management
believe the Board may be more
effective. The review of the Board as
a whole necessarily includes con-
sideration of each director’s overall
contribution to the work of the Board.
The results of each Board evaluation