GOVERNANCE Base Salary(1) CEO Other Members of Executive Management® (in millions of Payout Number of persons Payout 2010 0.95 7 2.73 2011 0.97 6 2.54 2012 0.97 8 3.28 2013 0.97 6 3.10 (1) Amounts are gross amounts before deduction of withholding taxes and social security levy. They do not include the compensation of the CEO as director of the Company. (2) For 2010 these numbers include the pro-rata share of compensation of Rick Anicetti who left the Company on May 21, 2010. 2012 includes the pro-rata share of compensation for Pierre Bouchut and Roland Smith who joined the company in 2012. In 2012, the CEO and the members of the Executive Management have recommended to the Board of Direc tors, who agreed, to maintain their base salary unchanged, thereby also excluding automatic indexa tion (Belgium) or, where applicable, cost of life adjustment. For 2013 the CEO and the mem bers of the Executive Management (with the exception of one person whose geographical responsi bilities have been substantially altered) have recommended to the Board of Directors, who agreed, to maintain their base salary unchanged, thereby also excluding automatic indexation (Belgium) or, where applicable, cost of life adjustment. The following graphs illustrate the split of the variable remuneration paid per component for the CEO and other members of Executive Management. VARIABLE COMPENSATION CEO BY COMPONENT (in millions of LTI - Performance Cash grants Annual Bonus VARIABLE COMPENSATION OTHER MEMBERS OF EXECUTIVE MANAGEMENT BY COMPONENT (in millions of LTI - Performance Cash grants Annual Bonus 10 11 12 13 Annual Bonus The annual bonus rewards short term performance of the Executive Management. The annual bonus is a cash award for achieving perfor mance goals related to the individ ual and the Company. The annual bonus is a variable part of executive compensation. ANNUAL BONUS (in millions of J^JaB 10 11 12 13 CEO Other Members of Executive Management The annual bonus paid in a certain year is a reflection of performance during the previous year against Board approved targets. Performance during 2011 The target bonus for the current year is expressed as a percentage of the annual base salary of the individual for that year. The annual bonus paid in 2012 was based on the perfor mance against Board approved targets for Profit from Operations ("PFO") for 2011. However, taking into account the economic environment, Executive Management has volun tary recommended to the Board of Directors, who agreed, to adjust the annual bonus related to their performance 2011 at 50% of target, substantially below the amounts to which they would have been entitled had the regular scale been applied. Delhaize Group uses a scale to correlate actual performance with target performance to determine the bonus payment. For the 2011 payment, 80% of the target perfor mance level needed to be reached in order to receive a bonus payment equal to 50% of the target bonus payment. The bonus payment levels increase as performance exceeds 80% of the target performance level. If performance reaches or exceeds 110% of the target performance level, the bonus payment will equal 125% of the target bonus payment, which represents the maximum payment level. If the actual perfor mance does not reach 80% of the target performance level, the pay ment of a bonus is entirely at the discretion of the Board of Directors upon recommendation of the RNC. The following graph illustrates how this scale works. BONUS PAYOUT (in%) 120 100 20 0 50 60 70 80 90 100 110 120 130 140 150 Percent to Budget The annual bonus for the CEO depends on the results at the con solidated Group level. For the other members of Executive Management the annual bonus payment is corre lated to their respective responsibili ties. These can be at the consolidated Group level or at a level that is a mix of operating companies, regions and the consolidated Group level. 52

Jaarverslagen | 2012 | | pagina 54