DELHAIZE GROUP ANNUAL REPORT '11 39
Delhaize Group Board of Directors and Comittee Membership in 2011
Name
(year of birth)
Position
Director
Since
Term
Expires
Membership
Audit
Committee
Membership
Remuneration
and Nomination
Committee
Count Jacobs de Hagen (1940)
Chairman™
May 2003
2012
Chair
Pierre-Olivier Beckers (1960)
President,
Chief Executive
Officer, and
Director
May 1995
2012
Claire H. Babrowski (1957)
Director™
May 2006
2012
X
Frangois Cornélis (1949)
Director™
May 2008
May 26, 2011131
Count de Pret Roose
de Calesberg (1944)
Director111
May 2002
May 26, 2011(3)
X(3)
Jacques de Vaucleroy (1961)
Director™
May 2005
2015
X(2)
Hugh G. Farrington (1945)
Director
May 2005
2014
x
Count Goblet d'Alviella (1948)
Director
May 2001
July 1st, 2011(4)
X(3)
Jean-Pierre Hansen (1948)
Director™
May 2011
2014
Mats Jansson (1951)
Director™
May 2011
2014
X
William G. McEwan (1956)
Director™
May 2011
2014
Robert J. Murray (1941)
Director
May 2001
2012
Didier Smits (1962)
Director
May 1996
2012
Jack L. Stahl (1953)
Director™
August 2008
2014
Chair
Baron Vansteenkiste (1947)
Director™
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 26, 2011.
(3) Mr. Cornélis and Mr. de Pret did not stand for renewal when their respective mandates expired at the Ordinary General Meeting held
on May 26, 2011.
(4) Count Goblet d'Alviella resigned as director as of July 1st, 2011
Activity Report of the Board in 2011
In 2011, the Board of Directors met nine
times. All directors were present at all
of those meetings with the following
exceptions: Mr. Frangois Cornélis, who
was excused at five meetings, Count
de Pret Roose de Calesberg and Baron
Vansteenkiste, who each were excused
at one meeting, Mr. Jacques de Vaucle-
roy, who was excused at two meetings
and Count Goblet d'Alviella, who was
excused at four meetings.
In 2011, 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 fol
low-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 prof
its and dividend proposal, the consoli
dated financial statements, Manage
ment's Report on the annual accounts
and the consolidated financial state
ments, and the annual report
Approval of revenues and earnings
press releases
Approval of the publication of the Cor
porate Responsibility Report 2010
Review and decision on possible
acquisitions and divestitures
Regular review and update on treasury
matters
Reports of Committee Chairmen and
decisions on Committee recommen
dations
Call and adoption of the agenda of the
Ordinary and Extraordinary General
Meetings
Nomination of directors, nomination
of directors for renewal of their direc
tors' mandate and assessment of their
independence
Approval of a Belgian retail bonds
offering
Review of the Terms of Reference of the
Board of Directors and of its commit
tees.
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
mandate of directors starting with elec
tions in 2010 to three years for the first
term, then four years for subsequent
terms, which would permit a non-execu
tive director who is otherwise independ
ent to serve a total of eleven years before
such director would no longer be consid
ered independent under Belgian law. The
term of 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 is up
for election to the Board and who would
turn age 70 during the Company's stand
ard director term length may instead be
elected to a term that would expire at the
ordinary general meeting occurring in the
year in which such director would turn 70.
Directors may be removed from office at
any time by a majority vote at any meet
ing of shareholders.
The Ordinary General Meeting held on May
26, 2011 decided to appoint Mr. Jean-Pierre
Hansen, Mr. Mats Jansson and Mr. William
G. McEwan as directors for a term of three
years, and to renew the director's mandate
of (i) Mr. Hugh G. Farrington for a term of
three years, (ii) Mr. Jacques de Vaucleroy
and Baron Luc Vansteenkiste each for a
term of four years.
Count Georges Jacobs and Mr. Robert
J. Murray have reached the retirement
age set by the Board and have there
fore determined not to stand for renewal
when their current mandate will expire
at the Ordinary General Meeting to be
