CORPORATE GOVERNANCE
Corporate Governance Charter
of Delhaize Group
The Board of Directors
Gender diversity within the Board of
Directors
38 DELHAIZE GROUP ANNUAL REPORT '11
The Delhaize Group Board of Directors
and its management ensure that the
Company serves the interests of its share
holders and other key stakeholders with
the highest standards of responsibility,
integrity and compliance with all applica
ble laws and regulations. Delhaize Group
strives to continually earn investor confi
dence by being a leader in good corpo
rate governance, complying with the law
wherever it operates and providing clear,
consistent and transparent communica
tion about its strategy and performance.
Upholding this commitment is in line with
our high ethical standards and is impor
tant for our continued success.
Delhaize Group follows the corporate
governance principles described in the
2009 Belgian Code on Corporate Gov
ernance and adopted this 2009 Code
as its reference Code. The Belgian Code
on Corporate Governance is available at:
www.corporategovernancecommittee.be.
In accordance with the recommenda
tions and guidelines described in the
Belgian Code on Corporate Governance,
the corporate governance framework in
which Delhaize Group operates is speci
fied in Delhaize Group's Corporate Gov
ernance Charter.
The Corporate Governance Charter is
reviewed and updated from time to
time. The latest update of the Charter
is available on the Company's website
(www.delhaizegroup.com). The Corpo
rate Governance Charter of Delhaize
Group includes the rules and policies of
the Company, which together with appli
cable law, the securities exchange rules
and the Company's Articles of Associa
tion, govern the manner in which the
Company operates.
While the Company refers to its Corporate
Governance Charter for its corporate gov
ernance framework, this Corporate Gov
ernance Statement in the annual report
focuses, as recommended by the Belgian
Code on Corporate Governance, on fac
tual 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 2011.
Mission of the Board of Directors
The Board of Directors of Delhaize Group
is responsible for the strategy and the
management of the Company in its best
corporate interests. This responsibil
ity includes the maximization of share
holder value, including the optimization
of long-term financial returns, while
also taking into account the Company's
associates, suppliers and the communi
ties where it operates. To achieve this,
the Board of Directors, as the Compa
ny's ultimate decision-making body, is
entrusted with all powers that are not
reserved by law to the General Meeting
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, 2011, the Board of
Directors of Delhaize Group consisted of
12 members, including 11 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 criteria
in the context of the current make-up of
the Board and its committees against
current and future conditions and cir
cumstances. This assessment is made
on the basis of knowledge, experience,
integrity, diversity, complementary skills
such as understanding of retail, finance
and marketing, and willingness 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 Companies Code
requires that at least one member of the
Audit Committee must be competent in
accounting and audit.
A new Belgian law requires that at least
one third of the members of the Board
of Directors has another gender than the
other members of the Board of Direc
tors as of the financial year starting on
1 January 2017. The Board of Directors
was already focused on the recruitment
of female directors in 2011 in order to
meet the one-third requirement by 2017
and will propose the appointment of Ms.
Shari L. Ballard as director for a term of
three years to the shareholders at the
Ordinary General Meeting to be held on
May 24, 2012. Ms. Shari L. Ballard's bio
graphical information is provided below.
Evaluation of the Board of Directors
Periodically, and at least every two
years, the Board evaluates its overall
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 Nomination Committee and of an
external specialist when deemed appro
priate. Generally, the assessments are
done at the same time as the review of
Board membership criteria. 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 manage
ment believe the Board may be more
effective. The review of the Board as a
whole necessarily includes considera
tion of each director's overall contribu
tion to the work of the Board. The results
of each Board evaluation 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
performance and reports the results of
the evaluation to the Board.
The performance of individual directors
is reviewed by the Remuneration and
Nomination Committee when a director
is being considered for re-nomination.
The Remuneration 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 established
performance standards and qualifica
tion guidelines, or his or her actions
reflect poorly upon the Board and the
Company, the Board may request the
resignation of the non-performing direc
tor.
