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 perfor
mance and reports the results of the
evaluation to the Board.
The performance of individual direc
tors is reviewed by the Remunera
tion and Nomination Committee
when a director is being considered
for re-nomination. The Remunera
tion 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 estab
lished performance standards and
qualification guidelines, or his or
her actions reflect poorly upon the
Board and the Company, the Board
may request the resignation of the
non-performing director.
Activity Report of the Board in 2012
In 2012, the Board of Directors met ten
times. All directors were present at all
of those meetings with the following
exceptions: Ms. Claire H. Babrowski
and Mr. William G. McEwan, who
each were excused at one meeting,
and Mr. Jean-Pierre Hansen, who
was excused at three meetings.
In 2012, 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
follow-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
profits and dividend proposal, the
consolidated financial statements,
Management's Report on the
annual accounts and the consoli
dated financial statements, and
the annual report
DELHAIZE GROUP BOARD OF DIRECTORS AND COMMITTEE MEMBERSHIP IN 2012
Name
(year of birth)
nirector Membership
Position Since Term Expires Audit
Since Committee
Membership
Remuneration
and Nomination
Committee
Count Jacobs de Hagen 119401
Chairman™
May 2003
May 24,
2012
Chair(31
Mats Jansson (19511
Chairman
May 2011
2014
X
Shari L. Ballard (19661
Director
May 2012
2015
Pierre-Olivier Beckers (19601
President,
Chief
Executive,
Officer, and
Director
May 1995
2015
Claire H. Babrowski (19571
Director
May 2006
2016
X
Jacques de Vaucleroy (19611
Director
May 2005
2015
X
Hugh G. Farrington (19451
Director
May 2005
2014
Chair
Jean-Pierre Hansen (19481
Director
May 2011
2014
X
William G. McEwan (19561
Director
May 2011
2014
X
Robert J. Murray (19411
Director
May 2001
May 24,
2012
Didier Smits (19621
Director
May 1996
2015
Jack L. Stahl (19531
Director
August 2008
2014
Chair
Baron Vansteenkiste (19471
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 24, 2012.
(3) Count Jacobs de Hagen and Mr. Murray have reached the retirement age set by the Board and have therefore determined not
to stand for renewal when their respective mandates expired at the Ordinary General Meeting held on May 24, 2012.
Approval of revenues and earn
ings press releases
Approval of the publication of the
Corporate Responsibility Report
2011
Review and decision on possible
acquisitions and divestitures
Regular review and update on
treasury matters
Reports of Committee Chairmen
and decisions on Committee rec
ommendations
Call and adoption of the agenda
of the Ordinary and Extraordinary
General Meetings
Nomination of directors, nomi
nation of directors for renewal
of their directors' mandate and
assessment of their independ
ence
Approval of the changes to the
Executive Committee
Approval of €400 million fixed
rated bond offering and $300 mil
lion senior notes offering
Approval of repurchase of
€285 million in senior notes pur
suant to debt tender offers
Approval of repurchase of
$201 million in senior notes pursu
ant to debt tender offers
Approval of early redemption of
$99 million in senior notes
Review of the Terms of Reference
of the Board of Directors and of its
committees
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 man
date of directors starting with elec
tions in 2010 to three years for the
first term, then four years for subse
quent terms, which would permit a
non-executive director who is oth
erwise independent to serve a total
of eleven years before such direc
tor would no longer be considered
independent under Belgian law. The
term of directors who are not consid-
DELHAIZE GROUP ANNUAL REPORT '12 41
