Food Lion 2014 Annual Report Download - page 52

Activity Report of the Board in 2014
In 2014, the Board of Directors met nine times
(six regularly scheduled meetings and three
special meetings). All directors were present at
those meetings with the following exceptions:
Messrs. Jacques de Vaucleroy and Johnny
Thijs and Ms. Elizabeth Doherty were each
excused at one meeting, and Ms. Shari Ballard
was excused at two meetings.
In 2014, the Board’s activities included, among
others:
• Regular sessions with the CEO without other
members of management;
• An annual strategic session on key strategic
issues;
• Review of the Company’s enterprise risk
management report;
• Succession planning for the role of CEO and
other members of Executive Committee;
• Review of the Company’s financial perfor-
mance compared to the approved 2014
budget, and review of the 2015 annual
budget and the three-year financial plan
(approved in January 2015);
• Regular business reviews;
• Review and approval of quarterly, half-yearly
and annual financial statements, including
proposed allocation of profits and divi-
dend proposal, the consolidated financial
statements, the Board report on the annual
accounts and the consolidated financial
statements, and the annual report;
• Approval of revenues and earnings press
releases;
• Approval of the publication of the Sustaina-
bility Progress Report for the year 2013;
• Nomination of director, nomination of direc-
tors for renewal of their directors’ mandate
and assessment of their independence;
• Review and decision on possible acquisitions
and divestitures;
• Regular review and update on treasury
matters;
• Reports of Committee Chairmen and deci-
sions on Committee recommendations;
• Call and adoption of the agenda of the
Ordinary Shareholders’ Meeting;
• Approval of the Delhaize Group 2014 Euro-
pean Performance Stock Unit Plan.
Nomination and Tenure of Directors
Under Belgian law, directors are elected by
majority vote at the ordinary shareholders’
meeting for a term of up to six years. Pursuant
to Belgian law, a director is not independent
if such person is elected to more than three
successive terms or serves more than twelve
years as a director.
In August 2014, the Board of Directors estab-
lished a four year term for the mandates of
independent directors. This would permit
a non-executive director who is otherwise
independent to serve a total of twelve years
before such director would no longer be
considered independent under Belgian law.
The term of mandates for directors who are
not considered independent by the Board
of Directors at the time of their election has
been set by the Board at three years. Unless
otherwise decided by the Board, a person who
may be considered for election to the Board
and who will turn age 72 during his or her next
mandate may instead be elected to a term
that would expire at the ordinary shareholders’
meeting occurring in the year in which such
director turns 72.
At the Ordinary Shareholders’ Meeting held on
May 22, 2014, Mr. Johnny Thijs was appointed
as a director for a term of three years. The
mandates of Mr. Mats Jansson, Mr. William
G. McEwan and Mr. Jack Stahl were renewed
each for a term of four years. Mr. Farrington
decided not to stand for renewal of his man-
date at the Ordinary Shareholders’ Meeting on
May 22, 2014.
Proposed Renewal of
Director Mandates
The Board of Directors has considered all
criteria applicable to the assessment of inde-
pendence of directors under the Companies
Code, the Belgian Governance Code and the
NYSE Rules and determined that, based on the
information provided by Ms. Shari Ballard, she
qualifies as independent under all of these
criteria. At the Ordinary Shareholders’ Meeting
of May 28, 2015, the Board will propose that
the shareholders acknowledge that Ms. Shari
Ballard is independent within the meaning of
the Companies Code, and will propose the
renewal of the mandates of Ms. Ballard for
a term of four years and Messrs. Jacques de
Vaucleroy and Luc Vansteenkiste each for a
term of three years, to the shareholders for
approval. Messrs. Jacques de Vaucleroy and
Luc Vansteenkiste will no longer be considered
independent under the above-referenced
criteria. Messrs. Pierre-Olivier Beckers-Vieujant
and Didier Smits have informed the Board
that they will not stand for renewal when their
mandates expire at the shareholders’ meeting
to be held on May 28, 2015
Name
(Year of Birth)
Position Director Since Term Expires Member of Audit
& Finance
Committee
Member of
Governance
& Nomination
Committee
Member of the
Remuneration
Committee
Mats Jansson (1951) Chairman
(1)
May 2011 2018 X
Shari L. Ballard (1966) Director
(1)
May 2012 2015 X
Claire H. Babrowski (1957) Director
(1)
May 2006 2016 X X
Pierre-Olivier Beckers-
Vieujant (1960)
Director May 1995 2015
Elizabeth Doherty (1957) Director
(1)
May 2013 2016 X
Jacques de Vaucleroy (1961) Director
(1)
May 2005 2015 Chair X
Hugh G. Farrington (1945)
(mandate expired on
May 22, 2014)
Director May 2005 2014 Chair
(Remuneration
& Nomination
Committee)
William G. McEwan (1956) Director
(1)
May 2011 2018 Chair
Didier Smits (1962) Director May 1996 2015
Jack L. Stahl (1953) Director
(1)
August 2008 2018 Chair
Johnny Thijs (1951) Director
(1)
May 2014 2017 X
Luc Vansteenkiste (1947) Director
(1)
May 2005 2015 X X
(1) Independent director under the Companies Code, the Belgian Code on Corporate Governance and the NYSE rules.
GOVERNANCE