Food Lion 2012 Annual Report Download - page 43

DELHAIZE GROUP ANNUAL REPORT ‘12 // 41
are discussed with the full Board.
Additionally, each Committee of
the Board conducts an evaluation
periodically, and at least every two
years, of such Committee’s perfor-
mance and reports the results of the
evaluation to the Board.
The performance of individual direc-
tors is reviewed by the Remunera-
tion and Nomination Committee
when a director is being considered
for re-nomination. The Remunera-
tion and Nomination Committee
chooses the method and criteria for
these reviews. If, at any time, the
Board determines that an individual
director is not meeting the estab-
lished performance standards and
qualification guidelines, or his or
her actions reflect poorly upon the
Board and the Company, the Board
may request the resignation of the
non-performing director.
Activity Report of the Board in 2012
In 2012, the Board of Directors met ten
times. All directors were present at all
of those meetings with the following
exceptions: Ms. Claire H. Babrowski
and Mr. William G. McEwan, who
each were excused at one meeting,
and Mr. Jean-Pierre Hansen, who
was excused at three meetings.
In 2012, the Board’s activities
included, among others:
• Regular closed sessions with the
Chief Executive Officer of Delhaize
Group
•฀฀Two-day annual strategic session
on key strategic issues and related
follow-up discussions
•฀฀Approval of the annual budget
and the three-year financial plan
•฀฀Regular business reviews
•฀฀Review of forecasts
•฀฀Review and approval of quarterly,
half yearly and annual financial
statements
•฀฀Adoption of the annual accounts
including proposed allocation of
profits and dividend proposal, the
consolidated financial statements,
Management’s Report on the
annual accounts and the consoli-
dated financial statements, and
the annual report
•฀฀Approval of revenues and earn-
ings press releases
•฀฀Approval of the publication of the
Corporate Responsibility Report
2011
•฀฀Review and decision on possible
acquisitions and divestitures
•฀฀Regular review and update on
treasury matters
•฀฀Reports of Committee Chairmen
and decisions on Committee rec-
ommendations
•฀฀Call and adoption of the agenda
of the Ordinary and Extraordinary
General Meetings
•฀฀
Nomination of directors, nomi-
nation of directors for renewal
of their directors’ mandate and
assessment of their independ-
ence
•฀฀Approval of the changes to the
Executive Committee
•฀฀Approval of €400 million fixed
rated bond offering and $300 mil-
lion senior notes offering
•฀฀Approval of repurchase of
€285 million in senior notes pur-
suant to debt tender offers
•฀฀Approval of repurchase of
$201 million in senior notes pursu-
ant to debt tender offers
•฀฀Approval of early redemption of
$99 million in senior notes
•฀฀Review of the Terms of Reference
of the Board of Directors and of its
committees
Nomination and Tenure
of Directors
As a general rule, under Belgian law,
directors are elected by majority vote
at the ordinary general meeting for
a term of up to six years. From 1999
to 2009, the Company set the length
of director terms for persons elected
during such period at a maximum
of three years. Pursuant to a recent
Belgian law, a director is not inde-
pendent if such person is elected to
more than three successive terms or
more than twelve years.
In March 2010, the Board of Directors
decided to set the term of the man-
date of directors starting with elec-
tions in 2010 to three years for the
first term, then four years for subse-
quent terms, which would permit a
non-executive director who is oth-
erwise independent to serve a total
of eleven years before such direc-
tor would no longer be considered
independent under Belgian law. The
term of directors who are not consid-
DELHAIZE GROUP BOARD OF DIRECTORS AND COMMITTEE MEMBERSHIP IN 2012
Name
(year of birth) Position Director Since Term Expires Membership
Audit
Committee
Membership
Remuneration
and Nomination
Committee
Count Jacobs de Hagen (1940) Chairman
(1)
May 2003 May 24,
2012
(3)
Chair
(3)
Mats Jansson (1951) Chairman
(1),(2)
May 2011 2014 X
Shari L. Ballard (1966) Director
(1)
May 2012 2015
Pierre-Olivier Beckers (1960) President,
Chief
Executive,
Officer, and
Director
May 1995 2015
Claire H. Babrowski (1957) Director
(1)
May 2006 2016 X
Jacques de Vaucleroy (1961) Director
(1)
May 2005 2015 X
Hugh G. Farrington (1945) Director May 2005 2014 Chair
(2)
Jean-Pierre Hansen (1948) Director
(1)
May 2011 2014 X
William G. McEwan (1956) Director
(1)
May 2011 2014 X
Robert J. Murray (1941) Director May 2001 May 24,
2012
(3)
Didier Smits (1962) Director May 1996 2015
Jack L. Stahl (1953) Director
(1)
August 2008 2014 Chair
Baron Vansteenkiste (1947) Director
(1)
May 2005 2015 x
(1) Independent director under the Belgian Companies Code, the Belgian Code on Corporate Governance and the NYSE rules.
(2) As of May 24, 2012.
(3) Count Jacobs de Hagen and Mr. Murray have reached the retirement age set by the Board and have therefore determined not
to stand for renewal when their respective mandates expired at the Ordinary General Meeting held on May 24, 2012.