Food Lion 2012 Annual Report Download - page 46

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GOVERNANCE
agement committee (“comité de
direction” / ”directiecomité”). How-
ever, the Board of Directors of Del-
haize Group has not done so. 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 busi-
ness performance of the Company.
The Terms of Reference of Execu-
tive Management are attached as
Exhibit D to the Company’s Corpo-
rate Governance Charter.
The composition of the Executive
Committee can be found on page
37 of this report.
The members of the Executive Com-
mittee 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.
Shareholders
Each holder of Delhaize Group
ordinary shares is entitled to attend
any general meeting of sharehold-
ers and to vote on all matters on
the agenda, provided that such
holder complies with the formali-
ties specified in the notice for the
meeting.
The rights of a shareholder to attend
the general meeting of sharehold-
ers and to vote are subject to the
registration of these shares in the
name of this shareholder at 11:59
pm (European Central Time) on the
record date, which is the fourteenth
day before the meeting, either by
registration of registered shares
in the register of registered shares
of the Company, or by registration
of dematerialized shares in the
accounts of an authorized securities
account keeper or clearing institu-
tion, or by delivery of bearer shares
to a financial intermediary. Share-
holders must notify the Company
(or the person designated by the
Company for this purpose) of their
intent to participate in the general
meeting of shareholders, no later
than six days before the date of the
meeting.
Similarly, a holder of Delhaize Group
American Depositary Shares (“ADSs”)
who gives voting instructions to the
depositary must arrange for having
those ADSs registered on the record
date set by the Company, which is the
fourteenth day before the meeting.
Each share or ADS is entitled to
one vote. The Company’s Articles
of Association do not contain any
restriction on the exercise of voting
rights by the shareholders, provided
that the shareholders concerned are
admitted to the General Meeting of
shareholders and their rights are not
suspended. The relevant provisions
governing the admission of share-
holders to the General Meeting of
shareholders are set out in Article
545 of the Belgian Companies Code
and Article 31 of the Articles of Asso-
ciation. According to Article 6 of the
Articles of Association, the Company
is entitled to suspend the exercise of
the rights vested in a share in case
there are joint owners of this share
until one person has been appointed
in writing by all the co-owners to
exercise those rights. Article 10 of the
Articles of Association provides that
the voting rights pertaining to unpaid
shares are automatically suspended
as long as called payments, duly
made and claimable, have not been
made. Finally, voting rights attached
to treasury shares held by the Com-
pany itself are suspended (please
see page 83 of this Annual Report as
to treasury shares).
The Articles of Association of the
Company do not contain any restric-
tion on the transfer of the shares
or ADSs, other than the prohibition
set out in Article 10 of the Articles
of Association that provides that
shares that have not been fully paid
up may not be transferred unless
the Board of Directors has previously
approved the transferee.
Belgian law does not require a quo-
rum for the ordinary general meet-
ings of shareholders. Decisions are
taken by a simple majority of votes
cast at the meeting, irrespective of
the number of Delhaize Group ordi-
nary shares present or represented
at the meeting.
Resolutions to amend any provi-
sion of the Articles of Association,
including any decision to increase
the capital or an amendment which
would create an additional class of
shares, require a quorum of 50% of
the issued capital at an extraordinary
general meeting (provided that if this
quorum is not reached, the Board
may convene a second extraordinary
general meeting for which no quorum
is required), as well as the affirmative
vote of at least 75% of the shares pre-
sent or represented and voting at the
meeting, or 80% of such shares if the
amendment would change Delhaize
Group’s corporate purpose or author-
ize the Board to repurchase Delhaize
Group ordinary shares.
The Board of Directors has been
authorized to increase the share
capital in one or several times up
to the amount of €5.1 million on the
dates and pursuant to the terms
decided by the Board of Directors
for a period of five years as from
June 21, 2012.
The Board of Directors has been
authorized to acquire up to 10% of
the outstanding shares of the Com-
pany at a minimum unit price of
€1 and at a maximum unit price not
higher than 20% above the high-
est closing stock market price of
the Company’s shares on Euronext
Brussels during the twenty trad-
ing days preceding such acquisi-
tion. Such authorization has been
granted for a period of five years as
from the date of the Extraordinary
General Meeting of May 26, 2011
and extends to the acquisition of
shares of the Company by its direct
subsidiaries; as such subsidiaries
are defined by legal provisions on
the acquisition of shares of the par-
ent company by its subsidiaries.
Ordinary and Extraordinary
General Meeting of May 24, 2012
The Ordinary General Meeting is
held annually. The Ordinary General
Meeting of 2012 was held on May
24, 2012, together with an Extraordi-
nary General Meeting.
During the Ordinary General Meet-
ing, the Company’s management