CORPORATE GOVERNANCE
40 DELHAIZE GROUP ANNUAL REPORT '11
held on May 24, 2012. On March 7,
2012, the Board of Directors decided to
appoint Mr. Mats Jansson as Chairman
of the Board as of the end of the Ordi
nary General Meeting to be held on May
24, 2012.
Proposed Renewal of Director
Mandates
Upon recommendation of the Remu
neration and Nomination Committee, the
Board will propose the renewal of the
mandate of Ms. Claire H. Babrowski for a
term of four years and Mr. Pierre-Olivier
Beckers and Mr. Didier Smits each for
a term of three years to the sharehold
ers for approval at the Ordinary General
Meeting to be held on May 24, 2012.
Proposed Appointment of New
Directors
Upon recommendation of the Remuner
ation and Nomination Committee, the
Board 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. Ballard was named President,
International and Enterprise Executive
Vice President of Best Buy Co., Inc. in
January 2012. Ms. Ballard began her
career with Best Buy in 1993 as an assis
tant store manager, and took on posi
tions of increasing responsibility before
being named Executive Vice President
of Human Resources and Legal in 2004.
Ms. Ballard then served as Executive
Vice President, Retail Channel Manage
ment of Best Buy, responsible for the
Best Buy stores across the United States.
In 2010, she assumed the role of Co-
President of the Americas and Executive
Vice President, leading Best Buy's opera
tions throughout North America. Ms.
Ballard graduated from the University of
Michigan - Flint with a Bachelors Degree
in Social Work.
Independence of Directors
In March 2012, the Board of Directors
considered all criteria applicable to the
assessment of independence of direc
tors under the Belgian Companies Code,
the Belgian Code on Corporate Govern
ance and the New York Stock Exchange
(NYSE) rules. Based on the information
provided by all directors regarding their
relationships with Delhaize Group, the
Board of Directors determined that all
directors, with the exception of Chief
Executive Officer Pierre-Olivier Beckers,
Mr. Hugh G. Farrington, Mr. Robert J.
Murray and Mr. Didier Smits, are inde
pendent under the criteria of the Belgian
Companies Code, the Belgian Code on
Corporate Governance and the NYSE
rules.
Based on determinations made up to
and including the Ordinary General
Meeting of 2011, the shareholders have
determined that all current directors
are independent under the criteria of
the Belgian Companies Code, with the
exception of the directors mentioned
above. Such determinations have been
made upon a director's election or re
election to the Board by an Ordinary
General Meeting.
Didier Smits (effective May 2009) and
Mr. Robert J. Murray (effective May 2010)
are no longer independent under the
criteria of the Belgian Companies Code
because they have served on the Board
of Directors as a non-executive director
for more than three consecutive terms.
Hugh G. Farrington (effective May 2011) is
no longer independent under the criteria
of the Belgian Companies Code because
he was compensated until 2003 as an
executive of the Company's subsidiary
Hannaford Brothers.
The Board of Directors considered all
criteria applicable to the assessment
of independence of directors under the
Belgian Companies Code, the Belgian
Code on Corporate Governance and the
New York Stock Exchange (NYSE) rules
and determined that, based on the infor
mation provided by Ms. Shari L. Ballard,
she qualifies as independent under all
these criteria. At the Ordinary General
Meeting of May 24, 2012, the Board will
propose that the shareholders acknowl
edge that Ms. Claire H. Babrowski and
Ms. Shari L. Ballard are independent
within the meaning of the Belgian Com
panies Code.
Committees of the Board of Directors
The Board of Directors has two stand
ing committees: the Audit Committee
and the Remuneration and Nomination
Committee. The table on page 39 pro
vides an overview of the membership of
the standing committees of the Board
of Directors. The committees annually
review their Terms of Reference and rec
ommend any proposed changes to the
Board of Directors for approval.
Audit Committee
The Audit Committee was set up by the
Board to assist the Board in monitor
ing the integrity of the financial state
ments of the Company, the Company's
compliance with legal and regulatory
requirements, the Statutory Auditor's
qualification and independence, the
performance of the Company's internal
audit function and Statutory Auditor, and
the Company's internal controls and risk
management. The Audit Committee's
specific responsibilities are set forth in
the Terms of Reference of the Audit Com
mittee, which are attached as Exhibit B
to the Company's Corporate Governance
Charter.
The Audit Committee is composed solely
of non-executive directors, and all of
them are independent pursuant to the
Belgian Company Code, the Belgian
Code on Corporate Governance, the SEC
rules and the NYSE rules. The members
of the Audit Committee are appointed
by the Board for renewable three-year
terms. The composition of the Audit
Committee can be found in the table
on page 39. The Board of Directors has
determined that Count de Pret Roose
de Calesberg (until his resignation as
Director and member of the Audit Com
mittee on May 26, 2011), Ms. Claire H.
Babrowski, Mr. Jack L. Stahl and Baron
Vansteenkiste are "audit committee
financial experts" as defined under appli
cable U.S. law. The Remuneration and
Nomination Committee and the Board
of Directors have adequately considered
the competence and the skills of the
members of the Audit Committee on an
individual as well as on a collective basis
and considered that such members
meet all the required competencies and
skills to exercise the functions pertaining
to the Audit Committee. Most members
of the Audit Committee are holders of
a master's degree in Business Adminis
tration and most members of the Audit
Committee have held or continue to hold
