Executive Management
Chief Executive Officer and
Executive Committee
the Board on the recommendation
of the Remuneration and Nomina
tion Committee. The composition of
the Audit Committee can be found
in the table on page 39. The Board
of Directors has determined that
Ms. Claire H. Babrowski, Mr. Jean-
Pierre Hansen, Mr. Jack L. Stahl
and Baron Vansteenkiste are "audit
committee financial experts" as
defined under applicable U.S. law.
The Remuneration and Nomination
Committee and the Board of Direc
tors have adequately considered
the competence and the skills of
the members of the Audit Commit
tee on an individual as well as on a
collective basis and considered that
such members meet all the required
competencies and skills to exer
cise the functions pertaining to the
Audit Committee. Most members
of the Audit Committee are holders
of a master's degree in Business
Administration and most members
of the Audit Committee have held or
continue to hold a position as Chief
Executive Officer, Chief Financial
Officer or Chief Operating Officer in
multinational groups. All members
of the Audit Committee are consid
ered to be experts in accounting and
auditing for Belgian law purposes.
In 2012, the Audit Committee met
five times. All members of the Audit
Committee attended all of those
meetings with the exception of
Mr. Jean-Pierre Hansen, who was
excused at one meeting.
The activities of the Audit Committee
in 2012 included, among others:
Review of financial statements and
related revenues and earnings
press releases
Review of the effect of regulatory
and accounting initiatives and any
off-balance sheet structures on
the financial statements
Review of changes, as applicable,
in accounting principles and valu
ation rules
Review of the Internal Audit Plan
Review of major financial risk
exposures and the steps taken by
management to monitor, control
and disclose such exposures
Review of Management's Repre
sentation Letter
Review of the Audit Committee
Charter Required Actions Checklist
Review of reports concerning the
policy on complaints (SOX 301
Reports Policy/I-Share line)
Review of SOX 404 compliance
plan for 2012
Review of report provided by the
General Counsel
Review and evaluation of the lead
partner of the independent audi
tor
Holding separate closed sessions
with the independent auditor and
with the Company's Chief Audit
Officer
Review and approval of the Policy
for Audit Committee Pre-Approval
of Independent Auditor Services
Review of required communica
tions from the independent auditor
Review and approval of the Statu
tory Auditor's global audit plan for
2012
Supervision of the performance of
external auditor and supervision
of internal audit function
Review of the Audit Committee
Terms of Reference
Remuneration and
Nomination Committee
The Remuneration Nomination
Committee's specific responsibili
ties are set forth in the Terms of Ref
erence of the Remuneration and
Nomination Committee (the "RNC"),
which are attached as Exhibit C to
the Company's Corporate Govern
ance Charter.
The RNC is composed solely of non
executive directors, and a major
ity of the members of the RNC are
independent pursuant to the Bel
gian Companies Code, the Belgian
Code on Corporate Governance and
the NYSE rules. The composition of
the RNC can be found in the table
on page 39.
In 2012, the RNC met six times. All
RNC members attended all of those
meetings with the exception of Mr.
Jacques de Vaucleroy, who was
excused at one meeting.
The RNC reviewed and approved all
components of Company executive
pay and made recommendations to
the Board of Directors.
The activities of the RNC in 2012
included among others:
Evaluation of the CEO
Review and approval of the Remu
neration Report
Review of and recommendation
for senior management compen
sation individually and review of
variable remuneration for other
levels of management in the
aggregate
Review of the application of the
share ownership guidelines
(applicable as of 2008)
Recommendation for Board
approval of director nominations
and directors' compensation
Review of succession planning for
Executive Management
Recommendation of approval of
2011 annual incentive bonus fund
ing (payout in 2012)
Review of and recommendation
on long-term incentive programs
Recommendation on 2012 Board
remuneration
Recommendation on renewal of
director mandates and review of
independence qualifications
Review of and recommendation
on independence of Board mem
bers
Review of new Short-Term Incen
tive Program for the Senior Man
agement
Review of the RNC Terms of Refer
ence
Delhaize Group's Chief Executive
Officer, Mr. Pierre-Olivier Beckers, is
in charge of the day-to-day man
agement of the Company with the
assistance of the Executive Commit
tee (together referred to as "Executive
Management"). Under Belgian law,
the Board of Directors has the power
to delegate under certain conditions
its management authority to a man-
DELHAIZE GROUP ANNUAL REPORT '12 43
